Changes in the composition of the Group and other transactions

In the first nine months of 2025, Deutsche Telekom conducted the following transactions with a material impact on the composition of the Group and on the segment and organizational structure of the Group.

Acquisition of Vistar Media in the United States

On December 20, 2024, T‑Mobile US entered into an agreement on the acquisition of 100 % of the outstanding capital stock of Vistar Media Inc. (Vistar Media), a provider of technology solutions for digital out-of-home advertisements. The transaction was consummated on February 3, 2025. All necessary regulatory approvals had been duly granted and all other closing conditions met. In exchange, T‑Mobile US transferred cash of USD 0.6 billion (EUR 0.6 billion) to the seller. Part of the payment made as of the acquisition date was used to settle pre-existing relationships with Vistar Media and is excluded from the fair value of the consideration transferred.

Vistar Media has been included in the consolidated financial statements since February 3, 2025. The acquisition meets the conditions for a business combination in accordance with IFRS 3. The purchase price allocation and the measurement of the assets and liabilities has not yet been concluded as of September 30, 2025. The preliminary fair values of acquired assets and assumed liabilities are presented in the following table:

The preliminary goodwill is calculated as follows:

The preliminary goodwill comprises the expected growth in service revenues, which is to be generated through the combined business activities, Vistar Media’s workforce, and intangible assets that do not qualify for separate recognition. No part of the preliminary goodwill is expected to be deductible for income tax purposes.

The customer base was measured using the multi-period excess earnings method. Under this method, the fair value of the customer base is calculated by determining the present value of earnings after tax attributable to existing customers. The customer base is amortized over an estimated average remaining useful life of 9 years. The brands were measured using the relief-from-royalty method. Under this method, the value of the brand is calculated by making an assumption about which royalty rate would be hypothetically payable if the company did not own the relevant asset. The brands and other intangible assets are amortized over an estimated average remaining useful life of 4 years.

The transaction-related costs incurred in connection with the acquisition had no material impact on the consolidated income statement. The inclusion of Vistar Media in the consolidated financial statements has no material impact on Deutsche Telekom’s results of operations.

Acquisition of Blis in the United States

On February 18, 2025, T‑Mobile US entered into a share purchase agreement for the acquisition of 100 % of the outstanding capital stock of Blis Holdco Limited (Blis), a provider of advertising solutions. The transaction was consummated on March 3, 2025. All necessary regulatory approvals had been duly granted and all other closing conditions met. In exchange, T‑Mobile US transferred cash of USD 0.2 billion (EUR 0.2 billion) to the seller. Part of the payment made as of the acquisition date was used to settle pre-existing relationships with Blis and is excluded from the fair value of the consideration transferred.

Blis has been included in the consolidated financial statements since March 3, 2025. The acquisition meets the conditions for a business combination in accordance with IFRS 3. The purchase price allocation and the measurement of the assets and liabilities has not yet been concluded as of September 30, 2025. The preliminary fair values of the acquired assets and the assumed liabilities amount to EUR 0.2 billion and EUR 0.1 billion, respectively, resulting in a preliminary goodwill amounting to EUR 0.1 billion.

The transaction-related costs incurred in connection with the acquisition had no material impact on the consolidated income statement. The inclusion of Blis in the consolidated financial statements has no material impact on Deutsche Telekom’s results of operations.

Acquisition of Lumos in the United States

On April 24, 2024, T‑Mobile US entered into an agreement with the investment fund EQT on the acquisition of the fiber-to-the-home platform Lumos as part of a joint venture. The transaction was consummated on April 1, 2025. All necessary regulatory approvals had been duly granted and all other closing conditions met. Since April 1, 2025, the investment has been included in the consolidated financial statements using the equity method. Upon closing, T‑Mobile US invested approximately USD 0.9 billion (EUR 0.8 billion) in the company to acquire a 50 % equity interest and 97 thousand fiber customers. For the customers acquired, T‑Mobile US recognized an intangible asset amortized over a weighted average useful life of 9 years. Following completion of the transaction, Lumos will continue to provide fiber services for the acquired fiber customers under a wholesale agreement between T‑Mobile US and Lumos. The revenues generated from the acquired fiber customers are recognized at T‑Mobile US under postpaid service revenues. The related costs paid for the provision and use of the fiber network are recognized under cost of services. The funds invested by T‑Mobile US will be used by Lumos to fund future fiber builds. In addition, pursuant to the definitive agreement, T‑Mobile US expects to make an additional capital contribution of approximately USD 0.5 billion (EUR 0.4 billion) between 2027 and 2028.

Acquisition of Metronet in the United States

On July 18, 2024, T‑Mobile US entered into an agreement with KKR & Co. Inc. to establish a joint venture to acquire the fiber-to-the-home platform Metronet Holdings, LLC and certain of its affiliates (Metronet). The transaction was consummated on July 24, 2025. All necessary regulatory approvals had been duly granted and all other closing conditions met. The shareholding has been included in Deutsche Telekom’s consolidated financial statements using the equity method since July 24, 2025. Upon closing, T‑Mobile US invested approximately USD 4.6 billion (EUR 3.9 billion) in the joint venture to acquire a 50 % equity interest and 713 thousand residential fiber customers. For the customers acquired, T‑Mobile US recognized an intangible asset. The customer base is amortized over an estimated average remaining useful life of 10 years. Following completion of the transaction, Metronet will continue to provide fiber services for the acquired residential fiber customers under a wholesale agreement between T‑Mobile US and Metronet. The revenues generated from the acquired residential fiber customers are recognized at T‑Mobile US under postpaid service revenues. The related costs paid for the provision and use of the fiber network are recognized under cost of services.

Acquisition of UScellular in the United States

On May 24, 2024, T‑Mobile US entered into an agreement with United States Cellular Corporation (UScellular), Telephone and Data Systems, Inc., and USCC Wireless Holdings, LLC, under which T‑Mobile US acquires substantially all wireless activities of UScellular and specific spectrum licenses for a total purchase price of around USD 4.4 billion (EUR 3.9 billion). The purchase price was to be paid in cash and by way of the assumption of debt of up to USD 2.0 billion (EUR 1.8 billion) under an exchange offer to certain UScellular debtholders before the closing of the transaction.

On July 22, 2025, T‑Mobile US entered into agreements on the acquisition of the wireless operations of Farmers Cellular Telephone Company, Inc., Iowa RSA No. 9 Limited Partnership and Iowa RSA No. 12 Limited Partnership (the Iowa Entities) for a purchase price of around USD 0.2 billion (EUR 0.2 billion), payable in cash. Prior to the acquisition of the Iowa Entities, UScellular held a minority interest in these entities.

The UScellular wireless business offers a comprehensive range of wireless communications products and services. Following the acquisition, T‑Mobile US expects to increase competition in the U.S. wireless and broadband industries, to achieve synergies, and to enhance rural 5G coverage with T‑Mobile US’ combined network footprint. Following closing of the transaction, UScellular and the Iowa Entities continue to own their remaining spectrum and their cell towers. On the date of the acquisition of UScellular’s wireless business by T‑Mobile US, UScellular changed its legal name to Array Digital Infrastructure, Inc.

The transactions were consummated on August 1, 2025. All necessary regulatory approvals had been duly granted and all other closing conditions met. The acquired activities, assets, and liabilities have been included in Deutsche Telekom’s consolidated financial statements as consolidated subsidiaries since August 1, 2025.

Upon completion of the transaction in connection with the acquisition of UScellular’s wireless business, T‑Mobile US made an upfront purchase price payment in cash of USD 2.8 billion (EUR 2.5 billion). In addition, the completion of the acquisition triggered the obligation to exchange senior notes of UScellular in the amount of USD 1.7 billion (EUR 1.4 billion) for T‑Mobile US USD bonds on the same terms. The exchange obligation was recognized as a liability assumed as part of the UScellular Acquisition. Subsequently, T‑Mobile US issued USD bonds with a total volume of USD 1.7 billion (EUR 1.4 billion) with terms ending between 2033 and 2070 and bearing interest of between 5.50 % and 6.70 %, as part of the exchange offer. The bonds rank equally with all other unsecured and unsubordinated liabilities of T‑Mobile US.

On August 1, 2025, T‑Mobile US concluded a 15-year master license agreement for the lease of space on at least 2,100 cell towers still owned by UScellular and the extension of the lease terms of existing lease agreements for space on around 600 UScellular cell towers by another 15 years after completion of the transaction. In addition, space on around another 1,800 cell towers was leased under the master license agreement for up to 30 months after the acquisition transaction. Following the conclusion of the master license agreement, as of the date of the acquisition of UScellular, right-of-use assets and lease liabilities of USD 1.0 billion (EUR 0.9 billion) each were recorded; of this, right-of-use assets and lease liabilities of USD 0.8 billion (EUR 0.7 billion) for the cell towers that were not already being leased by T‑Mobile US before the date of acquisition of UScellular were reported as additions from changes in the composition of the Group.

The purchase price allocation and the measurement of assets, liabilities, and the consideration transferred at the acquisition date has not been finalized as of September 30, 2025. The preliminary fair value of the consideration transferred amounts to USD 2.9 billion (EUR 2.5 billion) as of the acquisition date, and breaks down as follows:

The amount of the cash component paid on the acquisition date is subject to customary adjustments within a 120-day review period.

The preliminary fair values of the acquired assets and assumed liabilities are presented in the following table:

The preliminary goodwill is calculated as follows:

The preliminary goodwill comprises anticipated synergies to be leveraged through the combined business activities, including cost savings from the planned integration of network infrastructure, facilities, personnel, and systems, the UScellular workforce, and intangible assets that do not meet the recognition requirements. It is expected that the preliminarily recognized goodwill will be deductible from income tax in the amount of EUR 13 million.

The customer base was measured using the multi-period excess earnings method. Under this method, the fair value of the customer base is calculated by determining the present value of earnings after tax attributable to existing customers. The customer base is amortized over an estimated average remaining useful life of 10 years. This method is based on significant inputs that are not observable on the market, and as such constitutes a Level 3 measurement category. Key assumptions include revenues over an estimated period of time, the discount rate, the forecast expenses, and contributory asset charges.

The spectrum licenses were measured using the market approach. This method is based on significant inputs that are not observable on the market, and as such constitutes a Level 3 measurement category. One of the key assumptions in applying the market approach is the allocation at market level based on the latest spectrum transactions and the changes in value on these markets following the original auctions.

The fair value of the acquired trade receivables amounts to EUR 0.3 billion for ongoing services and EUR 0.8 billion for installment sales of terminal equipment. This compares with a gross amount of the trade receivables of EUR 0.3 billion and EUR 1.0 billion, respectively. The difference between the fair value and the gross amount is mainly attributable to discounting at market interest rates, taking into account expected bad debt.

The transaction-related costs incurred in connection with the acquisition had no material impact on the consolidated income statement. The inclusion of UScellular in the consolidated financial statements has no material impact on Deutsche Telekom’s results of operations.

Furthermore, in the first nine months of 2025, the following developments occurred in connection with transactions already conducted in prior periods:

Acquisition of Ka’ena in the United States

On March 9, 2023, T‑Mobile US entered into a Merger and Unit Purchase Agreement for the acquisition of 100 % of the outstanding equity of Ka’ena Corporation and its subsidiaries including, among others, Mint Mobile, for a maximum purchase price of USD 1.35 billion to be paid out originally 39 % in cash and 61 % in shares of T‑Mobile US common stock. On March 13, 2024, T‑Mobile US entered into an agreement amending the mechanics of payment, resulting in a nominal increase in the percentage of cash compared to shares of T‑Mobile US common stock to be paid out as part of the total purchase price.

The transaction was consummated on May 1, 2024. All necessary regulatory approvals had been duly granted and all other closing conditions met. Ka’ena has been included in the consolidated financial statements since May 1, 2024.

The purchase price was variable dependent upon achieving specified performance indicators of Ka’ena Corporation and consisted of an upfront payment at deal close, subject to certain agreed-upon adjustments, and a variable earnout, payable on August 1, 2026. On June 30, 2025, T‑Mobile US amended the Merger and Unit Purchase Agreement to set the calculation of the earnout as the difference between the maximum purchase price of USD 1.35 billion and the upfront payment. The requirement for Ka’ena to achieve specified performance indicators has been removed. As of September 30, 2025, the carrying amount of the outstanding consideration of EUR 0.2 billion (December 31, 2024: EUR 0.2 billion) was included under other financial liabilities.

The acquisition meets the conditions for a business combination in accordance with IFRS 3. The purchase price allocation and the measurement of assets, liabilities, and the consideration transferred at the acquisition date were finalized in the reporting period as of April 30, 2025. The finalization of the purchase price allocation did not result in any changes to the fair values of the assets acquired and the liabilities assumed at the acquisition date compared with those reported in the consolidated financial statements as of December 31, 2024.

For more information on the transactions and on the fair values of the consideration transferred and the acquired assets and assumed liabilities, please refer to the section “Changes in the composition of the Group and other transactions” under “Summary of accounting policies” in the notes to the consolidated financial statements in the 2024 Annual Report.

The following transaction will change the composition of the Deutsche Telekom Group or the segment and organizational structure of the Group in the future:

Sale of Telekom Romania Mobile Communications

On September 19, 2025, Hellenic Telecommunications Organization (OTE) had entered into an agreement on the sale of Telekom Romania Mobile Communications (TKRM), which was assigned to the Europe operating segment. As of September 30, 2025, the company’s assets and liabilities were reclassified to assets and disposal groups held for sale and liabilities directly associated with non-current assets and disposal groups held for sale. The transaction was consummated on October 1, 2025. All necessary regulatory approvals had been duly granted. The two-step transaction encompassed the sale of certain TKRM assets to Digi Romania S.A., including the prepaid customer business, certain frequency rights, and part of the tower portfolio, as well as the sale of the shares held by OTE in TKRM, with the exception of the aforementioned assets, to Vodafone Romania S.A. The preliminary sale price amounts to around EUR 0.1 billion, subject to customary adjustments upon completion of the transaction including for net debt, working capital, and other expenses. The gain on deconsolidation will be immaterial from the Group’s perspective.