Group organization, strategy, and management

With regard to our Group organization, strategy, and management, please refer to the explanations in the combined management report in the 2021 Annual Report. From the Group’s point of view, the following significant events in the first nine months of 2022 resulted in changes and/or additions.

Group organization

New limited partners admitted to infrastructure fund DIV II. In August and September 2022, Digital Transformation Capital Partners admitted new investors to the investment company Digital Infrastructure Vehicle II (DIV II). As a result, Deutsche Telekom’s share in DIV II decreased from 66.67 % to 41.25 % and the entity was deconsolidated in the third quarter of 2022. Since the deconsolidation, the stake retained by the Group has been included in the consolidated financial statements as an associate using the equity method.

Sale of T‑Mobile Netherlands. On September 6, 2021, Deutsche Telekom and Tele2 signed an agreement with WP/AP Telecom Holdings IV, a private equity consortium advised by Apax Partners and Warburg Pincus, on the sale of our subsidiary T‑Mobile Netherlands. The transaction was consummated on March 31, 2022 after obtaining the necessary approvals from the authorities and satisfying the other closing conditions. The sale price is based on an enterprise value of EUR 5.1 billion. The cash proceeds – based on our shareholding of 75 % – amounted to EUR 3.6 billion. In financial terms, excluding the partial settlement of intragroup shareholder loans and other intragroup transactions, the transaction resulted in value added of EUR 4.0 billion. The gain on deconsolidation resulting from the sale amounted to EUR 0.9 billion. Until the transaction was closed, the entity had been assigned to the Group Development operating segment.

Increase of the stake in T‑Mobile US. As announced, Deutsche Telekom used part of the cash proceeds from the sale of T‑Mobile Netherlands to further increase its stake in T‑Mobile US and, on April 12, 2022, acquired around 21.2 million shares in T‑Mobile US from SoftBank for a purchase price of USD 2.4 billion (EUR 2.2 billion). To this end, Deutsche Telekom exercised a further portion of the stock options it had received from SoftBank in June 2020 to purchase shares in T‑Mobile US. This gives a weighted average price of around USD 113 per T‑Mobile US share. Upon its completion, the transaction increased Deutsche Telekom’s stake in T‑Mobile US by 1.7 percentage points.

Share buy-back program at T‑Mobile US. On September 8, 2022, T‑Mobile US announced that its Board of Directors has authorized a share buy-back program for up to USD 14.0 billion of the company’s common stock through September 30, 2023. Repurchases are expected to be made from available cash on hand and proceeds of one or more debt issuances or other borrowings, based on the company’s evaluation of market conditions and other factors. The specific timing, price, and size of repurchases will depend on prevailing stock prices, general economic and market conditions, and other considerations, and may include up to USD 3.0 billion through the remainder of 2022. By September 30, 2022, T‑Mobile US had bought back around 4.9 million shares with a total volume of USD 0.7 billion (EUR 0.7 billion) under this program.

Joint venture GlasfaserPlus with IFM. On November 5, 2021, Deutsche Telekom had announced that IFM Global Infrastructure Fund – advised by IFM Investors – would acquire a stake of 50 % in GlasfaserPlus, a fiber-optic build-out entity. The sale of a 50 % stake in GlasfaserPlus was consummated on February 28, 2022, after the EU Commission had approved the transaction on January 25, 2022 and the other closing conditions had been satisfied. The sale price came to EUR 0.9 billion, half of which was paid upon completion of the transaction and the other half of which will follow in stages upon achieving certain build-out milestones. The resulting joint venture is to build out an additional four million gigabit-capable FTTH lines in rural and development areas by 2028. Following the loss of control from an accounting perspective as a result of the transaction, the GlasfaserPlus entities were deconsolidated as of February 28, 2022. The resulting gain on deconsolidation amounted to EUR 1.7 billion. Until the transaction was closed, the entities had been assigned to the Germany operating segment. The stakes in the joint venture are included in the consolidated financial statements under the Germany operating segment using the equity method.

Reassignment of the security business. Effective July 1, 2022, Deutsche Telekom reassigned its subsidiary Deutsche Telekom Security GmbH and the security business in Germany, Austria, Switzerland, Hungary, and Slovakia from the Systems Solutions operating segment to the Germany operating segment in order to maintain a consistent focus on implementing our Group strategy pillar “Lead in business productivity.” As of the third quarter of 2022, the prior-year comparatives on the development of operations, headcount development, and order entry were adjusted retrospectively in both of the segments affected.

Furthermore, the transactions described below will affect the segment and organizational structure of Deutsche Telekom in the future:

Agreement with DigitalBridge and Brookfield on GD Towers. On July 13, 2022, Deutsche Telekom reached an agreement with DigitalBridge and Brookfield on the sale of a 51.0 % stake in GD Towers, comprising its tower assets in Germany and Austria, currently assigned to the Group Development operating segment. This transaction has not yet been consummated. The preliminary sale price is based on an enterprise value of EUR 17.5 billion. The estimated cash proceeds from the transaction are expected to be EUR 10.9 billion. Deutsche Telekom will retain a 49.0 % stake, benefiting from future value upside at GD Towers. The transaction is subject to approval by the regulatory authorities and is expected to be completed by the start of 2023. Following completion of the transaction, Deutsche Telekom will largely lease back the sold passive network infrastructure in Germany and Austria, enabling Telekom Deutschland and T‑Mobile Austria to continue improving their network leadership.

For further information on the agreement with DigitalBridge and Brookfield on the Group’s cell tower business in Germany and Austria, and on the disclosure of the GD tower companies as a discontinued operation, please refer to the section “Changes in the composition of the Group and other transactions” in the interim consolidated financial statements.

Agreement with Cogent to sell the U.S. wireline business. On September 6, 2022, T‑Mobile US reached an agreement with Cogent Infrastructure (Cogent) on the sale of T‑Mobile US’ fiber-optic-based wireline business. Under the agreement, Cogent will take over all shares in the entity that holds all of the assets and liabilities related to the former Sprint’s fiber-optic-based wireline network. The sale price is USD 1 and is subject to customary adjustments laid down in the purchase agreement. In addition, upon completion of the transaction, T‑Mobile US undertakes to enter into a separate agreement on IP transit services, according to which T‑Mobile US will pay a total of USD 700 million to Cogent. The transaction is subject to approval by the authorities as well as other closing conditions. The assets and liabilities of the wireline business as of September 30, 2022 are reported in the consolidated statement of financial position as “held for sale.” The transaction is expected to be completed in the second half of 2023.

Management of the Group

Presentation of GD Towers according to the management approach. On July 13, 2022, Deutsche Telekom reached an agreement with DigitalBridge and Brookfield on the sale a 51.0 % stake in GD Towers. This transaction has not yet been consummated. As a result, the GD Towers entity has been recognized in the interim consolidated financial statements as a discontinued operation since the third quarter of 2022. However, in the interim Group management report we continue to include the contributions by GD Towers in the results of operations according to the management approach. The following table provides a reconciliation of the amounts recognized in the consolidated income statement to the financial performance indicators relevant for the management approach:

Broader definition of service revenue. Since January 1, 2022, our service revenue additionally includes certain customer charges in the United States operating segment – primarily in order to create better comparability with T‑Mobile US’ service revenue as determined in accordance with U.S. GAAP – and other revenue of lesser significance, mainly in the United States and Systems Solutions operating segments. This increases service revenue by EUR 1.2 billion in the reporting period. The prior-year comparatives were not adjusted retrospectively.

Rating outlook raised. On April 22, 2022, the rating agency Standard & Poor’s raised its rating outlook for Deutsche Telekom AG from “stable” to “positive” and also confirmed its long-term rating of BBB. Standard & Poor’s considers an improvement in the long-term rating within the next two years to be possible.

Governance

Board of Management. On December 15, 2021, the Supervisory Board of Deutsche Telekom AG resolved to cancel Timotheus Höttges’ appointment as Chairman of the Board of Management effective December 31, 2021, and reappointed Mr. Höttges as Chairman of the Board of Management for the period from January 1, 2022 through December 31, 2026.

Supervisory Board. At the 2022 shareholders’ meeting, held on April 7, 2022, the shareholders of Deutsche Telekom AG elected Dr. Frank Appel as a member of Deutsche Telekom AG’s Supervisory Board. The Supervisory Board then elected Dr. Appel as the new Chairman of the Supervisory Board, as successor to Prof. Ulrich Lehner, who left the Supervisory Board with effect from the end of the shareholders’ meeting.