estructuring program. Shared <strong>Services</strong> also includes Real Estate <strong>Services</strong> and DeTeFleet<strong>Services</strong>GmbH, a full-service provider of fleet management and mobility services.The principal subsidiaries of Deutsche Telekom AG are listed in the notes to the consolidated financialstatements as of and for the year ended 31 December 2011 in the section "Summary of accountingpolicies" under "Principal subsidiaries". In addition to Deutsche Telekom AG, 64 German and 174foreign subsidiaries are fully consolidated in Deutsche Telekom's consolidated financial statements asof and for the year ended 31 December 2011 (31 December 2010: 64 and 177). In addition, 10associates (31 December 2010: 13) and 7 joint ventures (31 December 2010: 5) are included usingthe equity method.Termination of Planned Sale of T-Mobile USA to AT&TOn 20 March 2011, Deutsche Telekom AG and AT&T entered into a purchase agreement (the "TMUSPurchase Agreement") for the sale of T-Mobile USA to AT&T. The Purchase Agreement provided fora purchase price of USD 39 billion, consisting of USD 25 billion in cash and approximately USD 14billion in AT&T common stock.The transaction was subject to approval by the U.S. Department of Justice ("DOJ") and the U.S.telecommunications regulatory authority, the FCC. After the DOJ had filed suit to block the transactionin the U.S. District Court for the District of Columbia in August 2011, and the U.S. authorities took aclear stance against the deal, AT&T and Deutsche Telekom terminated the TMUS PurchaseAgreement on 19 December 2011. Following this decision, Deutsche Telekom now reports the assetsand liabilities of T-Mobile USA as a continuing operation effective 20 December 2011.AT&T compensated Deutsche Telekom in line with the provisions of the TMUS Purchase Agreement.The compensation consists of the following components:• Payment of a break-up fee of EUR 2.3 billion (USD 3 billion) in 2011;• The right to the transfer to T-Mobile USA of Advanced Wireless Service spectrum licenses worthEUR 0.9 billion (USD 1.2 billion), contingent upon regulatory approvals; and• An agreement running for more than seven years which allows the provision of voice and dataUMTS roaming services within the United States.For further information, please refer to "Development of Deutsche Telekom's Business" and the notesto Deutsche Telekom's consolidated financial statements as of and for the year ended 31 December2011, incorporated by reference into this <strong>Prospectus</strong>.Corporate TransactionsOn 6 June 2011, Deutsche Telekom was informed that the Hellenic Republic, pursuant to the SharePurchase Agreement of May 2008 had made use of its right to sell another 10% of the shares in OTEto Deutsche Telekom. The purchase price determined, according to the Share Purchase Agreement,for approximately 49 million OTE shares was EUR 0.4 billion. Following the transfer of the shares asof 11 July 2011, the Hellenic Republic directly and indirectly holds approximately 10% of OTE, whileDeutsche Telekom's ownership stake has increased to 40%.On 7 October 2011, Deutsche Telekom announced the launch of BUYIN, its procurement joint venturewith France Télécom-Orange. Through BUYIN, Deutsche Telekom and France Télécom-Orange arecoordinating its procurement of terminal devices, mobile communications networks, and significantportions of fixed-network equipment and service platforms. In addition, the two companies intend tolaunch pilot projects to explore other areas for inclusion in the joint venture at a later stage, includingIT infrastructure and other IT areas.On 30 December 2011, OTE signed an agreement with Telekom Srbija for the sale of all shares heldby OTE in Telekom Srbija. Consequently, the value of these shares was shown as held for sale as of31 December 2011. The carrying amount of the stake was increased to a fair value of EUR 0.2 billionas of 31 December 2011 as a result of a purchase offer, recognised in total other comprehensiveincome. The sale closed on 25 January 2012. Proceeds of EUR 0.4 billion from the sale were paid toOTE in January 2012. As a result, profit (after taxes) of EUR 0.2 billion will be included in profit/lossfrom financial activities. After deduction of non-controlling interests, an amount of EUR 0.1 billion willbe included under profit attributable to owners of Deutsche Telekom (net profit) in the 2012 financialyear.50
In February 2011, T-Mobile Czech Republic and Telefónica O 2 CZ signed a 3G network sharingagreement. This agreement currently relates to the provision of high-speed mobile Internet to areaswithout broadband coverage in the Czech Republic. In July 2011, PTC and PTK Centertel signed anagreement for the shared use of their radio access networks and established the NetWorks! jointventure, which started operations on 1 September 2011. The joint venture agreement covers themanagement, planning, service, development and maintenance of the shared networks and is focusedon improving network quality, coverage and service.In December 2011, a binding national roaming agreement was concluded between T-Mobile Austriaand Hutchison 3G. One component of the agreement is the use by Hutchison of Deutsche Telekom's2G mobile communications network. The other is that Deutsche Telekom can use Hutchison's 3Gmobile communications network in rural areas. Under this agreement, Deutsche Telekom's customersacross Austria benefit from Hutchison 3G's fast UMTS network.Markets and RegulationThe Telecommunications MarketDeutsche Telekom's business in 2011 was affected by strong competition, saturated markets andintensified regulatory intervention, which resulted in price erosion.Ongoing stress in financial markets and more broadly in the global economy had an adverse effect onthe markets in which Deutsche Telekom operates. A slight increase in consumer demand in most ofthe core countries was only able to support the telecommunications market to a limited extent. Incountries where purchasing power dropped, the telecommunications market experienced an ongoingslowdown. As a result of strong pressure to consolidate national budgets, some countries, includingHungary, continued to impose taxes on telecommunications companies in 2011 or introducedadditional taxes, such as a real estate tax in Greece. Additionally, regulation caused mobiletermination rates in Europe to decrease significantly, resulting in more stress on operators in thetelecommunications market.Furthermore, the telecommunications market has undergone significant changes in recent years asmore households have given up fixed-network access lines altogether. This trend is particularly high inCentral and Eastern Europe, in part due to the comparatively poor condition of the fixed-networkcompared to Western Europe. In Germany, for example, customers have largely continued to keeptheir fixed-network access lines, with a much lower percentage of households exclusively using mobilephones.GermanyTotal revenue from telecommunications services has been declining since 2005, due primarily tointense competition and regulatory price reductions. Revenue from telecommunications services(mobile and fixed network) in Germany decreased by EUR 0.5 billion to around EUR 60.3 billion in2011. The main reason for the EUR 0.3 billion decline in mobile communications revenues was the50% reduction in termination rates mandated by the regulator. Revenue from the traditional fixednetworkbusiness declined by EUR 0.3 billion, while revenue at cable network operators increased byEUR 0.1 billion.Overall, prices for telecommunications services (mobile and fixed-network) decreased by 2.7%compared to 2010. Prices for fixed-network and Internet services declined by 2.4%, while prices formobile voice and data connections were down 3.5%.With around 38 million lines, the fixed-network market in Germany remained nearly stable in 2011.The use of lower-priced connections, such as call-by-call, continues to decline, a result of theincreasing use of bundled telecommunications services and flat rate packages from other suppliersand Deutsche Telekom's own flat rate offerings. Deutsche Telekom's competitors are increasinglybuilding their own infrastructure and implementing their business models, which has a growing impacton competition in the wholesale market. Deutsche Telekom expects consolidation to continue in theyears to come, particularly in the cable market, as well as new partnerships to be formed amongcompetitors.The number of broadband connections continues to grow overall, as approximately 1.2 million newconnections were added in 2011 (0.4 million by telecommunications providers and 0.8 million by cableoperators). These additions resulted in a total of 23.5 million DSL connections and around 3.6 million51
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