ook that it has successfully launched in six countries, such as myPhonebook in Germany. DeutscheTelekom also places a great deal of emphasis on providing its customers with attractive handsetoptions. Initial sales of smartphones in Germany have been strong. Around 62% of all handsets sold inGermany in 2011 were smartphones.Deutsche Telekom is also positioning itself as pioneers in digital content, by linking and distributingpersonalised media content. Deutsche Telekom has made some targeted acquisitions, such asClickandBuy and STRATO, all of which complement Deutsche Telekom's portfolio in the high-growthInternet business. Deutsche Telekom also intends to be a pioneer for digital content, by linking anddistributing personalised media content. Deutsche Telekom's position in the European televisionmarket also grew in 2011. The number of Entertain triple play customers in Germany was 1.6 million,of which 111,000 use Deutsche Telekom's new Entertain Sat product, which includes Satellite in itstriple play offering Entertain. Deutsche Telekom's television customer base in Southern and EasternEurope has increased to 2.6 million.Connected Work with unique ICT SolutionsDeutsche Telekom provides customised ICT solutions for its business customers and draw on theservices of T-Systems in the ongoing standardisation of Deutsche Telekom's internal IT solutions. Inpursuit of this task, T-Systems will continue to be restructured with the goal of increasing its revenueand profitability.Deutsche Telekom has developed intelligent, innovative offerings centering on secure cloud servicesfor its business customers. Deutsche Telekom is positioning T-Systems as an open partner, also forother sectors, with the aim of leveraging growth opportunities for ICT solutions in sectors that areundergoing major changes. As part of this initiative, Deutsche Telekom has created three newbusiness areas for developing intelligent network solutions, energy, healthcare and the connected car.In the energy business area, Deutsche Telekom signed an agreement with the meter operatorVOLTARIS for the recording, transmission and processing of energy data as well as trial sales ofsmart electricity meters and green power rates from E.ON in more than 50 Telekom shops. In thebusiness area of connected cars, Deutsche Telekom has joined forces with Continental to develop anopen and flexible infotainment concept for vehicles.Growth Areas of Deutsche TelekomThe advances in the strategic action areas that form the Fix – Transform – Innovate strategydiscussed above are having a positive and direct effect on Deutsche Telekom's principal growth areas.The mobile Internet is Deutsche Telekom's largest growth area and includes all revenue that itgenerates with mobile data services.Another very important growth area for Deutsche Telekom is the connected home. Here, DeutscheTelekom bundles all revenues that it generates with its existing double- and triple-play packages, i.e.,its fixed-network-based voice, data, and television services. This area also includes future innovativeproducts for the connected home, such as the Communication Suite or Home Gateway.Deutsche Telekom is also bundling all its Internet services in a single area that essentially consists ofthree pillars:• online advertising (e.g., on the web pages of the Scout group, a well-known real estate and rentallisting service in Germany, on cell phones and on Deutsche Telekom's television offerings);• the digital content of Deutsche Telekom's Load family (music and video downloads); and• "near access services", which include the roll-out of websites and the sale of security software.In an additional growth area, Deutsche Telekom measures all of T-Systems' external revenue, whichincludes, in particular, the business with innovative cloud services.The intelligent network solutions growth area comprises business in sectors that are undergoing majorchanges. Deutsche Telekom created three new business areas that are developing and marketinginnovative solutions to these sectors, such as energy, healthcare and automotive.Deutsche Telekom's strategies may, of course, be adopted and modified to respond to opportunitiesand changing conditions. As disclosed in past years, Deutsche Telekom may embark on capitalexpenditure programs and pursue acquisitions, joint ventures or full or partial dispositions or64
combinations of businesses where Deutsche Telekom perceives opportunity for profitable growth, costsavings or other benefits for its Group. Transactions may be conducted using newly issued shares ofDeutsche Telekom or its affiliates, cash or a combination of cash and shares, and may individually orin the aggregate be material to Deutsche Telekom's financial and business condition or results ofoperations. As a result, they may affect the trading prices of Deutsche Telekom's securities. As in thepast, discussions with third parties in this regard may be commenced, on-going or discontinued at anytime and from time to time.DEVELOPMENT OF DEUTSCHE TELEKOM'S BUSINESSPotential Investors should read the following discussion in conjunction with Deutsche Telekom'sannual consolidated financial statements for the years ended 31 December 2010 and 31 December2011, including the notes to those consolidated financial statements, which are incorporated byreference into this <strong>Prospectus</strong>. Deutsche Telekom's consolidated financial statements prepared inaccordance with IFRS are dependent upon and sensitive to accounting methods, assumptions andestimates that Deutsche Telekom uses as bases for the preparation of its consolidated financialstatements. The strategies and expectations referred to in the following discussions are consideredforward-looking statements and may be strongly influenced or changed by shifts in market conditions,new initiatives Deutsche Telekom implements and other factors. Deutsche Telekom cannot provideassurance that the strategies and expectations referred to in these discussions will come to fruition.Forward-looking statements are based on current plans, estimates and projections, and therefore,potential investors should not place too much reliance on them. Forward-looking statements speakonly as of the date they are made, and Deutsche Telekom undertakes no obligation to update anyforward-looking statements in light of new information or future events. Forward-looking statementsinvolve inherent risks and uncertainties, most of which are difficult to predict and are generally beyondDeutsche Telekom's control. Deutsche Telekom cautions you that a number of important factors couldcause actual results or outcomes to differ materially from those expressed in, or implied by, theforward-looking statements. Please refer to "Forward-Looking Statements" and "Risk Factors" fordescriptions of some of the factors relevant to these discussions and other forward-looking statementsin this <strong>Prospectus</strong>.Consolidated Results of OperationsThe following table presents information concerning Deutsche Telekom's consolidated incomestatements for the periods indicated.For the years ended 31 December2011 2010 2011/2010(millions of €)(% change)Net revenues 58,653 62,421 (6.0)Cost of sales (33,885) (35,725) 5.2Gross profit 24,768 26,696 (7.2)Selling expenses (14,060) (14,620) 3.8General and administrativeexpenses (5,284) (5,252) (0.6)Other operating income 4,362 1,498 n.m.Other operating expenses (4,200) (2,817) (49.1)Profit from operations 5,586 5,505 1.5Finance costs (2,325) (2,500) 7.0Share of profit (loss) ofassociates and jointventures accounted forusing the equity method (73) (57) (28.1)Other financial income (169) (253) 33.265
- Page 1 and 2:
Debt Issuance Programme ProspectusD
- Page 3 and 4:
Responsibility StatementDeutsche Te
- Page 5 and 6:
to form and content, and all rights
- Page 7 and 8:
Maturities:Form of Notes:Fixed Rate
- Page 10 and 11:
Summary in respect of Risk FactorsR
- Page 12 and 13:
Notes may not be a suitable investm
- Page 14 and 15: Internationalisation and Sustainabi
- Page 16 and 17: German Translation of the SummaryDi
- Page 19 and 20: Besteuerung:Vorzeitige Rückzahlung
- Page 21 and 22: Zusammenfassung der RisikofaktorenZ
- Page 23 and 24: Zusammenfassung der Risikofaktoren
- Page 25 and 26: Unternehmen aus diesem Grund zusamm
- Page 27 and 28: Risk FactorsProspective investors s
- Page 29 and 30: markets. These developments could,
- Page 31 and 32: consumer regulation at the federal
- Page 33 and 34: Existing mobile substitution effect
- Page 35 and 36: exacerbated by the global economic
- Page 37 and 38: are subject to several individual l
- Page 39 and 40: While Deutsche Telekom believes tha
- Page 41 and 42: exposed to the risk of an unfavoura
- Page 43 and 44: principal under such Notes may even
- Page 45 and 46: Statement of cash flows (page 9 in
- Page 47 and 48: otherwise agreed between the Issuer
- Page 49 and 50: DESCRIPTION OF BUSINESSGroup Organi
- Page 51 and 52: In February 2011, T-Mobile Czech Re
- Page 53 and 54: 2010. The demand for ever-faster da
- Page 55 and 56: Special Requirements Applicable to
- Page 57 and 58: Local Loop AccessDeutsche Telekom h
- Page 59 and 60: Incumbent network operators are obl
- Page 61 and 62: (e.g., avoid disclosure or blocking
- Page 63: PTC as Deutsche Telekom clarified t
- Page 67 and 68: For more information on the effects
- Page 69 and 70: • Other operating expenses increa
- Page 71 and 72: 345Includes expense relating to a c
- Page 73 and 74: investment levels to remain approxi
- Page 75 and 76: products and technologies, these in
- Page 77 and 78: Reconciliation of Net Debt31 Dec. 2
- Page 79 and 80: Deutsche Telekom's cash outflows fo
- Page 81 and 82: 1In addition to the fixed-network l
- Page 83 and 84: Development of Operations2011 2010
- Page 85 and 86: to upgrade its mobile network, prov
- Page 87 and 88: Czech Republic. Deutsche Telekom ha
- Page 89 and 90: decrease mobile termination rates,
- Page 91 and 92: The decrease in adjusted EBITDA in
- Page 93 and 94: In 2011, the United States operatin
- Page 95 and 96: The increase in total revenue in 20
- Page 97 and 98: solutions. It also manages and deve
- Page 99 and 100: In 2010, T-Systems substantially ex
- Page 101 and 102: 2011 2010 Change ChangeOf which: Vi
- Page 103 and 104: conditions for additional capital m
- Page 105 and 106: For additional information on the c
- Page 107 and 108: Employees in the Group 31 Dec. 2011
- Page 109 and 110: Civil servants employed by Deutsche
- Page 111 and 112: Selected Financial InformationDeuts
- Page 113 and 114: (Vorlagebeschluesse) with respect t
- Page 115 and 116:
Court of Justice annulled these jud
- Page 117 and 118:
having to pay license fees and comp
- Page 119 and 120:
Civil ServantsIn November 2004, Ger
- Page 121 and 122:
majority holdings by 2 May 2015, on
- Page 123 and 124:
Group Accounting manages the proces
- Page 125 and 126:
Deutsche Telekom International Fina
- Page 127 and 128:
Statement of comprehensive incometh
- Page 129 and 130:
Terms and ConditionsThis Series of
- Page 131 and 132:
"Global Note" means [the/any] [Temp
- Page 133 and 134:
interest shall continue to accrue o
- Page 135 and 136:
7 February 1992), the Amsterdam Tre
- Page 137 and 138:
Period is a day other than the 30th
- Page 139 and 140:
[in the case of Definitive Notes in
- Page 141 and 142:
([4]) of this § 6.](b)Notice of re
- Page 143 and 144:
of Stock Exchange], a Paying Agent
- Page 145 and 146:
(f)(g)the Issuer [in the case of No
- Page 147 and 148:
§ 14[(5)] to the Agent. Such notic
- Page 149 and 150:
Garantin] noch der Fiscal Agent ode
- Page 151 and 152:
Bei Rückzahlung oder Zahlung einer
- Page 153 and 154:
(b)Fällt ein Zinszahlungstag auf e
- Page 155 and 156:
[Sofern eine andere Methode der Bes
- Page 157 and 158:
[im Falle von Actual/360: die tats
- Page 159 and 160:
Für diese Zwecke bezeichnet "Zahlt
- Page 161 and 162:
Eine solche Kündigung darf allerdi
- Page 163 and 164:
(i)[Referenz-Preis einfügen] (der
- Page 165 and 166:
[(e)(f)von einer Zahlstelle abgezog
- Page 167 and 168:
(b)(c)(d)die Nachfolgeschuldnerin a
- Page 169 and 170:
eine vertretungsberechtigte Person
- Page 171 and 172:
(d)(e)(f)(iii)(iv)(v)(vi)by reason
- Page 173 and 174:
Non-binding translation of the Guar
- Page 175 and 176:
ganz oder teilweise in irgendeiner
- Page 177 and 178:
Tag der Begebung: [ ]These are the
- Page 179 and 180:
CURRENCY, DENOMINATION, FORM AND TI
- Page 181 and 182:
INTEREST (§ 4) 8ZINSEN (§ 4)o Fix
- Page 183 and 184:
oooooo ISDA Determination 9ISDA-Fes
- Page 185 and 186:
Instalment Amount(s)Rate(n) [ ]Earl
- Page 187 and 188:
GOVERNING LAW (§ 14)ANWENDBARES RE
- Page 189 and 190:
German Securities Code [ ]Deutsche
- Page 191 and 192:
Umfassende Erläuterung darüber, w
- Page 193 and 194:
Various categories of potential inv
- Page 195 and 196:
Commissions 29ProvisionenManagement
- Page 197 and 198:
Die Emittentin hat die Informatione
- Page 199 and 200:
Payment of the flat income tax will
- Page 201 and 202:
Kingdom of the Netherlands.Where th
- Page 203 and 204:
ResidentsAccording to the law of 23
- Page 205 and 206:
(c)account or benefit of, U.S. pers
- Page 207 and 208:
4. United KingdomEach Dealer has re
- Page 209 and 210:
Names and AdressesIssuersDeutsche T
- Page 211:
2010 2010PricewaterhouseCoopers Akt