Changes in the composition of the Group and other transactions
In the first three quarters of 2026, Deutsche Telekom did not conduct any transactions with a material impact on the composition of the Group and on the segment and organizational structure of the Group. The following developments occurred in the first three quarters of 2026 in connection with transactions already conducted in prior periods.
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 were finalized as of February 2, 2026. The finalization of the purchase price allocation did not result in any material 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, 2025.
For more information on the transaction 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 2025 Annual Report.
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 were finalized as of March 2, 2026. The finalization of the purchase price allocation did not result in any material 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, 2025.
For more information on the transaction, 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 2025 Annual Report.
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 the UScellular 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 aforementioned entities 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 the UScellular 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) as part of the exchange offer. The bonds rank equally with all other unsecured and unsubordinated liabilities of T‑Mobile US.
The purchase price allocation and the measurement of assets, liabilities, and the consideration transferred at the acquisition date were finalized as of July 31, 2026. The finalization of the purchase price allocation did not result in any material 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, 2025.
The fair value of the consideration transferred amounts to USD 2.8 billion (EUR 2.5 billion) as of the acquisition date, and breaks down as follows:
millions of € |
|
|
Fair value at the |
|---|---|
Fair value of the cash component paid on the acquisition date |
2,428 |
Fair value of T‑Mobile US shares in exchange for share-based remuneration for the period of service prior to the acquisition of the company |
39 |
= Consideration transferred |
2,467 |
The fair values of the acquired assets and assumed liabilities are presented in the following table:
millions of € |
|
||||
|
Fair value at the acquisition date |
||||
|---|---|---|---|---|---|
Assets |
|
||||
Current assets |
1,268 |
||||
Cash and cash equivalents |
11 |
||||
Trade receivables |
1,056 |
||||
Contract assets |
3 |
||||
Other financial assets |
25 |
||||
Other assets |
60 |
||||
Inventories |
113 |
||||
Non-current assets |
4,611 |
||||
Goodwill |
171 |
||||
Other intangible assets |
2,123 |
||||
Of which: customer base |
340 |
||||
Of which: spectrum licenses |
1,516 |
||||
Of which: other |
267 |
||||
Property, plant and equipment |
1,021 |
||||
Right-of-use assetsa |
1,051 |
||||
Deferred tax assets |
17 |
||||
Other financial assets |
189 |
||||
Other assets |
39 |
||||
Assets |
5,879 |
||||
Liabilities and shareholders’ equity |
|
||||
Current liabilities |
753 |
||||
Financial liabilities |
21 |
||||
Lease liabilitiesa |
157 |
||||
Trade and other payables |
205 |
||||
Other provisions |
143 |
||||
Contract liabilities |
227 |
||||
Non-current liabilities |
2,659 |
||||
Financial liabilitiesb |
1,568 |
||||
Lease liabilitiesa |
902 |
||||
Contract liabilities |
122 |
||||
Other provisions |
67 |
||||
Liabilities |
3,412 |
||||
|
|||||
The goodwill of EUR 0.2 billion 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. The goodwill is to be deductible from income tax in the amount of EUR 159 million.
For more information on the transaction, 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 2025 Annual Report.
Establishment of a joint venture with AT&T and Verizon in the United States
On September 14, 2026, T‑Mobile US entered into definitive agreements and formed a joint venture with AT&T Inc. and Verizon Communications Inc. The joint venture aims to end wireless dead zones in the United States, including in rural areas, by pooling certain spectrum resources of the three partners to increase capacity and help satellite providers reach more customers through a unified platform. T‑Mobile US expects to license certain intellectual property to the joint venture and to provide access to certain spectrum licenses to satellite service providers who contract with the joint venture. The establishment of the joint venture has no material impact on the consolidated financial statements. The shareholding is included in Deutsche Telekom’s consolidated financial statements using the equity method.
The following transactions will have an impact on the United States and Europe operating segments in the future:
Acquisition of i3 Broadband in the United States
On April 24, 2026, T‑Mobile US entered into an agreement with an affiliate of Wren House Infrastructure Management Limited (Wren House) to establish a joint venture that will acquire i3 Broadband, one of Wren House’s existing fiber portfolio companies. The transaction was consummated on October 1, 2026. All necessary regulatory approvals had been duly granted and all other closing conditions met. Upon closing, T‑Mobile US invested USD 0.7 billion (EUR 0.6 billion) to acquire a 50 % equity interest in the joint venture and substantially all existing residential fiber customers. The investment has been included in Deutsche Telekom’s consolidated financial statements using the equity method since October 1, 2026. The revenues generated from the residential fiber customers acquired in the transaction will be recognized at T‑Mobile US under service revenues. The related costs paid for the provision of network services will be recognized under goods and services purchased.
Agreements on the acquisition of GoNetspeed and Greenlight Networks in the United States
On April 25, 2026, T‑Mobile US entered into agreements with affiliates of Oak Hill Capital Management, LLC (Oak Hill) to establish a joint venture that will acquire and combine GoNetspeed and Greenlight Networks, two of Oak Hill’s existing fiber portfolio companies. The transaction is subject to approval by the authorities as well as other closing conditions, and is expected to be concluded in the first half of 2027. Upon closing, T‑Mobile US is expected to invest USD 2.0 billion (EUR 1.8 billion) to acquire a 50 % equity interest in the joint venture and substantially all existing residential fiber customers. Following closing of the transaction, the investment is expected to be included in the consolidated financial statements using the equity method. The revenues generated from the residential fiber customers acquired in the transaction are to be recognized at T‑Mobile US under service revenues in the future. The related costs paid for the provision of network services are to be recognized under goods and services purchased.
Agreement on the acquisition of Fiberhost and Inea in Poland
On August 17, 2026, Deutsche Telekom agreed to acquire 100 % of Fiberhost S.A., a Polish open-access fixed-network operator, together with 100 % of Inea Sp. z o.o., a retail broadband and TV service provider, from a fund managed by Macquarie Asset Management. The enterprise value amounts to around EUR 1.0 billion. In addition to a cash component, the agreed purchase price is expected to include the assumption of the companies’ existing external bank financing. The transaction is subject to approval by the authorities as well as other closing conditions, and is expected to close in the fourth quarter of 2026 or the first quarter of 2027. After closing, the acquired companies are expected to be included in the consolidated financial statements as a business combination in accordance with IFRS 3.