UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2006

Commission file number 001-14540

 

Deutsche Telekom AG

(Translation of Registrant’s Name into English)

Friedrich-Ebert-Allee 140,
53113 Bonn,
Germany
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x      Form 40-F  o

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o   No x

This Report on Form 6-K is incorporated by reference into the registration statement on Form F-3, File No. 333-118932, and the registration statement on Form S-8, File No. 333-106591, and into each respective prospectus that forms a part of those registration statements.

Defined Terms and Contact Information

The term “Report” refers to this Report on Form 6-K for the six-month period ended June 30, 2006. Deutsche Telekom AG is a stock corporation organized under the laws of the Federal Republic of Germany. As used in this Report, unless the context otherwise requires, the term “Deutsche Telekom” refers to Deutsche Telekom AG and the terms “we,” “us,” “our,” “Group” and “the Company” refer to Deutsche Telekom and, as applicable, Deutsche Telekom and its direct and indirect subsidiaries as a group. Our registered office is at Friedrich-Ebert-Allee 140, 53113 Bonn, Germany, telephone number +49-228-181-0. Our agent for service of process in the United States is Deutsche Telekom, Inc., 600 Lexington Avenue, New York, N.Y. 10022.

Forward-Looking Statements

This Report contains forward-looking statements that reflect the current views of our management with respect to future events. Forward-looking statements generally are identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “aims,” “plans,” “will,” “will continue,” “seeks” and similar expressions. Forward-looking statements are based on current plans, estimates and projections, and therefore you should not place too much reliance on them. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement in light of new information or future events, although we intend to continue to meet our ongoing disclosure obligations under the U.S. securities laws (such as our obligations to file annual reports on Form 20-F and periodic and other reports on Form 6-K) and under other applicable laws. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond our control. We caution you that a number of important factors could cause actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements. These factors include, among other factors: the development of demand for our fixed and mobile telecommunications services, particularly for new, higher value service offerings; competitive forces, including pricing pressures, technological changes and alternative routing developments; regulatory actions and the outcome of disputes in which the company is involved or may become involved; the pace and cost of the rollout of new services, such as UMTS, which may be affected by the ability of suppliers to deliver equipment and other circumstances beyond our control; public concerns over health risks putatively associated with wireless frequency transmissions; risks associated with integrating our acquisitions; the development of asset values in Germany and elsewhere, the progress of our debt reduction and liquidity improvement initiatives; the development of our cost control and efficiency enhancement initiatives, including in the areas of procurement optimization, personnel reductions and our Excellence program; risks and uncertainties relating to benefits anticipated from our international expansion, particularly in the United States; the progress of our domestic and international investments, joint ventures and alliances; our ability to gain or retain market share in the face of competition; our ability to secure and retain the licenses needed to offer services; the effects of price reduction measures and our customer acquisition and retention initiatives; the availability, term and deployment of capital, particularly in view of our debt refinancing needs, actions of the rating agencies and the impact of regulatory and competitive developments on our capital outlays; the progress of our workforce adjustment initiative described in this Report and changes in currency exchange rates and interest rates. Additionally, we periodically assess our goodwill for indications of impairment by monitoring, among other things, changes in competitive conditions, expectations of growth in the industry, and changes in market and other factors, any of which could result in a risk of impairment charges. If these or other risks and uncertainties (including those described in “Forward-Looking Statements,” “Item 3. Key Information — Risk Factors” and elsewhere in our most recent Annual Report on Form 20-F for the year ended December 31, 2005 filed with the U.S. Securities and Exchange Commission) materialize, or if the assumptions underlying any of these statements prove incorrect, our actual results may be materially different from those expressed or implied by such statements.

World Wide Web addresses contained in this Report are for explanatory purposes only and they (and the content contained therein) do not form a part of, and are not incorporated by reference into, this Report.

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Exchange Rates

Unless otherwise indicated, all amounts in this Report have been expressed in euros.

As used in this document, “euro,” “EUR” or “€” means the single unified currency that was introduced in the Federal Republic of Germany (the “Federal Republic”) and ten other participating Member States of the European Union on January 1, 1999. “U.S. dollar,” “USD” or “$” means the lawful currency of the United States. As used in this document, the term “noon buying rate” refers to the rate of exchange for euros, expressed in U.S. dollars per euro, in the City of New York for cable transfers payable in foreign currencies as certified by the Federal Reserve Bank of New York for customs purposes, as required by Section 522 of the U.S. Tariff Act of 1930, as amended. Unless otherwise stated, conversions of euros into U.S. dollars have been made at the rate of EUR 1.00 to USD 1.2779, which was the noon buying rate on June 30, 2006.

Amounts appearing in this Report that have been translated into euros from other currencies were translated in accordance with the principles described in the notes to the unaudited condensed consolidated financial statements contained in this Report.

International Financial Reporting Standards

You should read the following discussion, which has been prepared on the basis of IFRS, in conjunction with the annual consolidated financial statements, including the notes to those financial statements, contained in our Annual Report on Form 20-F filed with the Securities and Exchange Commission. However, those financial statements have been prepared in accordance with the requirements of IFRS, which differ in certain significant respects from U.S. generally accepted accounting principles (U.S. GAAP). For a discussion of the principal differences between IFRS and U.S. GAAP as they relate to us, see “Reconciling Differences between IFRS and U.S. GAAP” and notes 48 and 49 to the consolidated financial statements contained in our Annual Report on Form 20-F and the “Reconciliation of IFRS to U.S. GAAP” in the financial statements contained in this Report.

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Deutsche Telekom at a glance

 

		For the three						For the six						For the
		months ended						months ended						year ended
		June 30,						June 30,						December 31,
		2006		2005		Change %		2006		2005		Change %		2005
		(millions of €, except where indicated)
Net revenue		15,130		14,743		2.6		29,972		29,031		3.2		59,604
Domestic		8,139		8,517		(4.4	)	16,347		17,028		(4.0	)	34,183
International		6,991		6,226		12.3		13,625		12,003		13.5		25,421
Profit from operations		2,085		2,572		(18.9	)	4,403		4,859		(9.4	)	7,622
Loss from financial activities		(772	)	(452	)	(70.8	)	(1,340	)	(1,167	)	(14.8	)	(1,410	)
Profit before income taxes		1,313		2,120		(38.1	)	3,063		3,692		(17.0	)	6,212
Depreciation, amortization and impairment losses		(2,664	)	(2,610	)	(2.1	)	(5,234	)	(5,144	)	(1.7	)	(12,497	)
of property, plant and equipment		(2,034	)	(1,986	)	(2.4	)	(3,987	)	(3,907	)	(2.0	)	(8,070	)
of intangible assets		(630	)	(624	)	(1.0	)	(1,247	)	(1,237	)	(0.8	)	(4,427	)
Net profit		1,005		1,169		(14.0	)	2,084		2,153		(3.2	)	5,584
Earnings per share/ADSa basic and diluted (€)		0.23		0.28		(17.9	)	0.49		0.51		(3.9	)	1.31
Net cash from operating activities		2,892		3,639		(20.5	)	5,688		5,815		(2.2	)	14,998

Number of employees at balance sheet date

		As of June 30, 2006		As of March 31, 2006		Change June 30, 2006/ March 31,  2006 %		As of December 31, 2005		Change June 30, 2006/ December 31, 2005 %		As of June 30, 2005		Change June 30, 2006/ June 30, 2005 %
Deutsche Telekom Group		249,991		248,982		0.4		243,695		2.6		244,277		2.3
Non-civil servants		207,073		204,818		1.1		197,741		4.7		197,644		4.8
Civil servants		42,918		44,164		(2.8	)	45,954		(6.6	)	46,633		(8.0	)

Number of fixed-network and mobile customers at balance sheet date

Telephone linesb (millions)		53.2		53.9		(1.3	)	54.8		(2.9	)	56.1		(5.2	)
Broadband linesc (millions)		10.0		9.4		6.4		8.6		16.3		7.1		40.8
Mobile customersd (millions)		90.2		88.7		1.7		87.6		3.0		81.8		10.3

a                     One ADS (American Depositary Share) corresponds in economic terms to one ordinary share of Deutsche Telekom AG.

b                    Telephone lines of the Group (including ISDN channels), including for internal use.

c                     Broadband lines in operation, including Germany, Eastern and Western Europe.

d                    Number of customers of the fully consolidated mobile communications companies of the Mobile Communications strategic business area. For an explanation of the change in the method for counting mobile customers as of 2006, please refer to page 18 of this Report.

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EXCELLENCE PROGRAM

The ten strategic measures of the Excellence Program promote the operational realization of our strategic goals and brings together the Group’s main focal areas for the future: “We aim to shape the information and communications sector as Europe’s largest full-service telecommunications company and the leading service provider in the industry.”

Strategic measures of the strategic business areas

The focus in the Mobile Communications strategic business area is on value-oriented customer and revenue growth as well as on increasing customer satisfaction. The goal is to further increase value for money and perception of quality  with segment-specific offers and improved calling plan structures. The successful Relax calling plans have been expanded to include the Relax XL option with a much broader range of services for an attractive package price. A variety of minute buckets and the T-Mobile@home rate option allow customers to keep an eye on their mobile telephony costs. T-Mobile is one of the leading providers of mobile Internet with web’n’walk and a broadened range of enabled handsets. Mobile broadband is now also a reality with the launch of HSDPA (High Speed Downlink Packet Access) and speeds of up to 1.8 Mbit/s.

The Broadband/Fixed Network strategic business area is focusing on defending its core business by stabilizing and in­creasing the market share for call minutes and defending market shares for lines, on tapping new business areas, and on growth in the broadband area. The “Conquer the home” initiative is centered on the further development of the broadband growth market. The foundation for offering bundled products was laid by the merger with T-Online, which was completed in June 2006. The Broadband/Fixed Network strategic business area will launch its first triple-play services, and other innovative services such as high-definition television (HDTV) on the market in the second half of 2006. The games of the first and second Bundesliga soccer divisions will be available on the Internet via our new high-speed network.

The market environment in the Business Customers strategic business area is dominated by an increasing, customer-driven convergence of telecommunications and IT services. The strategic measures are therefore aimed not only at strengthening the core telecommunications business, but also at the growth segment of information technology. The focus in the core telecommunications business is on the aggressive defense of market shares among small, medium-sized and large enterprises, the rapid roll-out of IP services and on streamlining the product portfolio and consolidating platforms. In the European IT market, the business area is generating long-term growth by offering standardized IT services and solutions for small and medium-sized enterprises and by expanding its IT outsourcing business among new and existing key accounts. The acquisition of the IT service provider gedas considerably strengthened Business Customers market position in the automotive segment, taking it an important step further in the expansion of its global footprint.

Group-wide strategic measures

We offer consumers and business customers communications and broadband services for the home and on the move, all from a single source. The potential of this market position is safeguarded by Group-wide strategic measures. We realize new revenue potential, for example, with new convergent products such as T-One. The customer uses a single handset for fixed-network communication when at home and mobile communication when on the move. Internet telephony is also possible using T-One at any of the over 7,500 HotSpots operated by T-Com and T-Mobile in Germany.

The sustained increase in customer satisfaction and improved use of cross-selling potential are goals of the recently launched Group-wide customer relationship management system. In addition, integrated customer management is intended to increase sales efficiency and improve sales channels. As in 2005, the top executives of the Group are this year again spending several days in direct dialog with customers.

On the cost side, efforts to improve the IT systems and the network infrastructure are being pushed ahead. The conversion to IP-based next generation networks will lead to a considerable efficiency boost in the next few years. In addition, the focus is on lowering real estate-related costs and the personnel cost ratio. Implementation of staff restructuring began on schedule. Group Headquarters underwent initial streamlining in order to improve central functions.

 

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MERGER OF T-ONLINE INTO DEUTSCHE TELEKOM

The merger of T-Online International AG into Deutsche Telekom AG, which had been approved in 2005, initially could not become effective due to lawsuits filed by some T-Online shareholders. However, with a final and conclusive ruling of the Federal Court of Justice (Bundesgerichtshof), made public on June 1, 2006, the so-called release proceedings initiated by T-Online International AG were successfully completed, meaning that the merger could be entered into the commercial register on June 6, 2006 and thereupon became effective.

With the entry of the merger in the relevant commercial register, the T-Online shareholders became new Deutsche Telekom AG shareholders. After the merger became effective, shares in T-Online International AG ceased to be listed. For processing reasons, the technical exchange of shares in the former T-Online International AG for shares in Deutsche Telekom AG at the ratio of 25 T-Online International AG shares to 13 Deutsche Telekom AG shares as agreed in the merger agreement was completed in mid-July 2006.

The merger has brought the Broadband/Fixed Network strategic business area, which consists of T-Com and T-Online, closer to achieving an improved structure. After the entry in the commercial register a process was launched to shape future cooperation and to allow the Company to act in the market with the combined strengths of the units. The customer will receive fully integrated products and services from a single source, and will be presented with structures that are simple and transparent.

A new, simplified integrated product portfolio will be launched in the fall. This means flat rates for lines, including telephony, surfing and television services. IT systems and business processes are also being harmonized and restructured. Customer service units are working closely together so that customers are served in the best way possible in all respects, regardless of whether they go to a T-Punkt store or call one of the hotlines. The intention is to make the customer perceive the Broadband/Fixed Network strategic business area as a single provider with a simple and transparent product portfolio as soon as possible.

The successful T-Online brand will continue to be used as an independent product brand for all IP-based services of Deutsche Telekom in the mass market. All brands of T-Online will continue to exist as part of the trademark structure of the Broadband/Fixed Network strategic business area.

After the merger became effective on June 6, 2006, Broadband/Fixed Network will no longer report on T-Online as a separate unit within Broadband/Fixed Network. For reporting purposes, Broadband/Fixed Network is broken down into its domestic and international segments. The Scout24 group is reported in the domestic segment since its parent company has its registered office in Germany.

 

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HIGHLIGHTS

Group

FIFA World Cup 2006TM

As a partner of FIFA and the national organization committee for the 2006 World Cup, we were responsible for three quarters of all IT and telecommunications services for the 2006 World Cup. Each of the twelve World Cup stadiums was networked and had its own individually designed technical solution. The focus was on TV broad­cast, multimedia equipment, traffic management, security radio, and infrastructure management, all of which were installed jointly by T-Systems, T-Com, and T-Mobile. Media & Broadcast — the media unit of the Business Customers area — processed video and audio signals from the stadiums at the international broadcasting center in Munich-Riem. For the first time ever, all World Cup games were broadcast in HDTV quality. These images were supplied to almost all of the large public viewing screens. In addition, a high-speed network linked all stadiums and locations, ensuring smooth communication right up to the final — thanks to mobile communication standards such as GPRS and UMTS, Internet telephony, and wireless local networks. Moreover, T-Systems installed traffic management and control systems as well as electronic access systems at a number of World Cup locations. Additional mobile communication base stations were installed and existing locations were upgraded to ensure optimum mobile communication services. To provide sufficient capacity for data transmission via UMTS and HSDPA, a second frequency was activated, doubling capacity in some areas. In addition, the mobile TV service went live on May 16, 2006 with the “T-Mobile FIFA World Cup 2006TM Highlights” channel.

Workforce restructuring at Deutsche Telekom AG includes civil servants

On May 31, 2006, the German Federal Cabinet adopted the “Draft Second Bill to Amend the Act for the Improvement of the Staff Structure at the Residual Special Asset of the Federal Railways and the Successor Companies of the Former Deutsche Bundespost” and introduced it into the legislative process. Among other aims, the draft legislation is intended to help correct the negative consequences of a structural feature of the successor companies to Deutsche Bundespost. These companies employ a high proportion of civil servants in Western Germany, while staff covered by collective agreements make up the majority of the workforce in Eastern Germany. Once the law comes into force — expected in the fourth quarter of 2006 — it will give us an opportunity to ensure the socially responsible inclusion of civil servants employed at Deutsche Telekom in the workforce restructuring process. The law will not affect the federal budget. The draft stipulates that civil servants of all service grades aged 55 and over who are working in areas where there is a surplus of staff, and for whom employment in another area is not possible or would be unreasonable under civil service law, may take early retirement. There can be no assurance that the draft legislation will be adopted as proposed.

Collective agreement for Deutsche Telekom AG

Due to the distinct difference in negotiating positions, Deutsche Telekom as employer instituted a prescribed conciliation procedure in the 2006 collective bargaining round for Deutsche Telekom AG. In the collective bargaining negotiations, the conciliation committee headed by former Federal Minister Dr. Heiner Geißler issued a recommen­dation that was approved by both the ver.di services union and our Board of Management in early June 2006. For employees covered by collective agreements, the agreement provides for a one-time payment of EUR 350, no pay increases until October 2006, and a 3-percent increase in pay-scale salaries starting November 2006. The collective wage agreement will run for 16 months until July 31, 2007. The conciliation procedure resulted in separate arrangements for civil servants, including a one-time payment of up to EUR 735 depending on the respective salary grade. To improve productivity and thus enhance competitiveness, paid breaks for staff using workstation monitors were reduced and the paid recuperation times were abolished in some areas. This cushioned the cost of the pay increase. The additional capacity generated by these measures will then be used to reduce outsourcing to third parties in the areas of services and installation going forward.

Successful medium-term note issuances of EUR 1.75 billion

We took advantage of the market environment in the second quarter of 2006 to launch a series of securities with low risk premiums above the respective mid-swap rate. In addition to the EUR 750 million

 

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securities aimed at retail investors, medium-term notes totaling EUR 1.0 billion were issued.

Mandatory Convertible bond

The convertible bond issued in February 2003 for EUR 2.3 billion was converted to 162,987,722 Deutsche Telekom shares on June 1, 2006.

Mobile Communications

Acquisition of tele.ring approved

At the end of April 2006, the Austrian mobile communications subsidiary T-Mobile Austria acquired its Austrian competitor tele.ring following approval of the purchase by the Competition Directorate-General of the European Commission and the Austrian telecommunications authority. The purchase price WAS approximately EUR 1.3 billion. Following the takeover, T-Mobile Austria now has approximately 3.1 million customers and thus a market share of 37 percent.

T-Mobile announces substantial price reductions for international roaming rates

T-Mobile had already cut roaming prices for its customers several times in the past and announced on June 1, 2006 its greatest ever reduction in wholesale prices for roaming services. It agreed with a number of European network operators to reduce the maximum charge to 45 cents/minute starting in October 2006, and to 36 cents/minute starting in October 2007. This represents roughly half the current average wholesale prices. The network operators have pledged to pass the resulting cost advantages on to the customer quickly and to the greatest extent possible.

T-Mobile USA’s strategy confirmed in customer service and satisfaction

T-Mobile USA’s market position in terms of customer service and satisfaction has been confirmed by more awards. For example, T-Mobile USA tied for first place in the recent J.D. Power and Associates Wireless Customer Care Performance Study. In addition, T-Mobile USA was rated first among the large U.S. mobile telecommunication operators in the VocaLabs customer satisfaction study of the quality of its customer service for the first time.

PTC

On June 6, 2006, a court of arbitration in Vienna issued a final partial judgment stating that the exercise by T-Mobile Deutschland of a call option on Elektrim S.A.’s share of approximately 48 percent in PTC on February 15, 2005 was effective, i.e., a purchase agreement between T-Mobile Deutschland and Elektrim on the acquisition of these shares had been constituted. The arbitration court shall issue a further partial judgment concerning the final purchase price. We do not yet control PTC.

Broadband/Fixed Network

Discontinuation of DSL resale procedure and prohibition of DSL NetRental

On June 6, 2006 the Federal Network Agency discontinued the ex-post rates regulation procedure for DSL resale. The reason for this is the retroactive increase in the resale discount for alternative providers from 11.5 to 20 percent that took effect as of June 1, 2006. In addition, the Federal Cartel Office launched an investigation of the DSL NetRental product on March 20, 2006, followed by the Federal Network Agency on March 22, 2006. In a ruling dated May 22, 2006, the Federal Network Agency established that the rates for the DSL NetRental product represented market abuse and did not satisfy the requirements of the German Telecommunications Act (Telekommunikationsgesetz - TKG), and that they were therefore invalid. DSL resale terms have therefore been applied since May 22, 2006. The terms and conditions for DSL NetRental billing were applied for the period January 1, 2006 to May 21, 2006.

 

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Launch of T-DSL 16000

T-Com launched the new high-speed T-DSL 16000 line in mid-May 2006, and the higher bandwidths are now laying the foundation for data-intensive applications. T-Com is thus fulfilling customers’ demands for greater bandwidth. The new service offers maximum speeds of up to 16 Mbit/s downstream and 1,024 kbit/s upstream.

Reduction in interconnection charges

On April 13, 2006, the Federal Network Agency set the new interconnection charges for the German telecommunications market, lowering the previously approved charges by 10 percent on average. The new charges are valid from June 1, 2006 to November 30, 2008.

Business Customers

T-Systems and ZDF sign agreement on digital terrestrial television

ZDF, a German public service television channel, will rely on T-Systems’ experience and technology to broadcast its digital programs for terrestrial reception. T-Systems and ZDF signed a long-term agreement in early May 2006. Media & Broadcast, the media unit of the Business Customers area, will broadcast ZDF’s DVB-T programs as network operator from a total of 135 locations. Since the launch of DVB-T in 2003, approximately 50 million television viewers have enjoyed the added value that DVB-T offers, such as greater program variety, significantly improved picture and sound quality, as well as additional programming information. More than 90 percent of the population will be able to receive DVB-T by the end of 2008.

Telecommunications market

Since the German telecommunications sector was fully deregulated at the beginning of 1998, we have had to cope with increasingly intense competition. The battle for customers initially focused predominantly on fixed-network voice telephony call minutes, but now also encompasses access charges and fixed-mobile substitution. The main force driving this development is the intensification of competition from attractive package offers from local network operators.

The strong price pressure in the telecommunications sector is reflected in the figures published by the Federal Statistical Office for the overall telecommunications services price index (fixed network, mobile communications, and Internet). From the perspective of private households, consumer prices for telecommunications services were on average 3.3 percent lower in the second quarter of 2006 than in the prior-year period, and prices for mobile telephony services in particular were 12.5 percent lower year-on-year. Consumer prices for Internet use also declined by an average of 5.9 percent year-on-year.

Telecommunications Regulations

Telecommunications Act

The German Federal Cabinet adopted a draft amendment to the Telecommunications Act on May 17, 2006. The amend­ment relates primarily to the exemption, for a limited time only, of new markets from market regulation, and to a range of provisions that extend consumer protection. The question of whether, and if so to what extent, this meets our call for the high-speed fiber optic network to be exempted from regulation cannot yet be conclusively assessed on the basis of the existing draft legislation. The provisions referring to consumer protection indicate that, in addition to the fixed network, mobile communications will be subject to a higher level of consumer protection regulation going forward. Depending on how this amendment is ultimately structured, it could entail considerable investment and revenue risks for the industry as a whole in Germany. We do not expect the amendment to the Telecommunications Act to come into force before early 2007.

Directives and recommendations

The fundamental principles of the sector-specific regulation of the European telecommunications markets are set out in EU directives and other communications issued by the European Commission. The directives and recommendations adopted in 2002 are currently being reviewed (2006 Review). At the end of June 2006, the

 

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European Commission published a communiqué on intended changes to the relevant directives and the draft of a new recommendation on the telecom­munications submarkets to be regulated (Markets Recommendation).

The European Commission’s communiqué concerning the 2006 Review shows that it is no longer pursuing its original goal of reducing sector-specific regulation and a transition to general competition law, but instead is now aiming to strengthen regulation, while at the same time substantially expanding the European Commission’s powers. The latter intention is likely to meet with resistance from both national governments and regulators. The first draft of the revised directives is expected for the end of 2006, and transposition into national law is unlikely before 2008/2009.

Although the draft Markets Recommendation provides for a reduction in the number of regulated markets — in particular end-customer markets — it only effectively excludes those markets that are already largely unregulated in many countries. However, the European Commission is proposing to extend regulation to additional wholesale markets for mobile commu­nications. The Markets Recommendation will probably come into force at the end of 2006, and will then be implement­ed by the individual Member States.

 

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Business developments in the Group

Net revenue

Our net revenue for the first six months of 2006 was approximately EUR 30 billion. We thus continued our positive revenue development, recording growth of EUR 0.9 billion or 3.2 percent as against the first half of 2005. This continued growth was aided by currency translation effects — in particular from the translation of U.S. dollars (USD) — in the amount of around EUR 0.3 billion, as well as effects relating to the composition of the Group in the amount of around EUR 0.2 billion. In the second quarter of 2006, the Company’s net revenue increased by EUR 0.4 billion or 2.6 percent year-on-year.

Revenue growth was driven in particular by the Mobile Communications strategic business area, where the substantial growth at T-Mobile USA remained the primary revenue contributor. Overall, the Mobile Communications strategic business area increased its revenue in the first six months by just under 11 percent year-on-year. The quarter-on-quarter comparison is also positive, with revenue up by over 9 percent as against the second quarter of 2005.

 

The year-on-year decline in revenue recorded by the Broadband/Fixed Network strategic business area is due primarily to a decline in call revenues, the loss of narrow band subscriber lines and considerable price drops in the Internet access market. Overall, this could not be offset by the volume-related growth in DSL resale and in subscriber lines.

 

Revenue in the Business Customers strategic business area also declined. Persistently strong price pressure in the Telecommunications and Computing & Desktop Services areas led to a decrease in revenue at the Enterprise Services unit in particular.

 

		For the three months ended		For the three months ended June 30,						For the six months ended June 30,						For the twelve months ended
		March 31, 2006		2006		2005		Change %		2006		2005		Change %		December 31, 2005
		(millions of  €, except where indicated)
Net revenue		14,842		15,130		14,743		2.6		29,972		29,031		3.2		59,604
Mobile Communicationsa		7,575		7,856		7,197		9.2		15,431		13,943		10.7		29,452
Broadband/Fixed Networka		6,156		6,146		6,469		(5.0	)	12,302		13,024		(5.5	)	26,035
Business Customersa		3,011		3,146		3,219		(2.3	)	6,157		6,325		(2.7	)	12,850
Group Headquarters & Shared Servicesa		871		894		883		1.2		1,765		1,736		1.7		3,505
Inter-segment revenueb		(2,771	)	(2,912	)	(3,025	)	3.7		(5,683	)	(5,997	)	5.2		(12,238	)

a Total revenue (including revenue between strategic business areas).

b Elimination of revenue between strategic business areas.

Contribution of the strategic business areas to net revenue (after elimination of revenue between strategic business areas)

 

		For the six months ended June 30, 2006		Proportion of net revenue  of the Group %		For the six months ended June 30, 2005		Proportion of net revenue of the Group %		Change millions  of €		Change %		For the twelve months ended December 31, 2005
		(millions of €, except where indicated)
Net revenue		29,972		100.0		29,031		100.0		941		3.2		59,604
Mobile Communications		15,082		50.3		13,493		46.5		1,589		11.8		28,531
Broadband/Fixed Network		10,292		34.4		10,878		37.5		(586	)	(5.4	)	21,731
Business Customers		4,439		14.8		4,529		15.6		(90	)	(2.0	)	9,058
Group Headquarters & Shared Services		159		0.5		131		0.4		28		21.4		284

 

11

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The Mobile Communications strategic business area further increased its proportion of the Group’s total revenue and contributed more than 50 percent of net revenue in the reporting period. However, the share of revenue accounted for by the Broadband/Fixed Network and Business Customers strategic business areas declined to around 34 and 15 percent respectively.

Net revenue generated outside Germany

The Group’s international revenue increased by around EUR 1.6 billion year-on-year to EUR 13.6 billion. This improvement is also reflected in the quarter-on-quarter comparison compared with the second quarter of 2005, the share of revenue generated abroad rose by around EUR 0.8 billion in the second quarter of 2006 to around EUR 7 billion. The key factor for this successful international growth is the continued positive revenue trend at T-Mobile USA and T-Mobile UK in particular. Domestic revenue declined on both a six-month and a quarterly basis.

 

The proportion of revenue generated outside Germany in the first half of 2006 increased by more than 4 percentage points year-on-year to 45.5 percent.

 

		For the three months ended		For the three months ended June 30,						For the six months ended June 30,						For the twelve months ended
		March 31, 2006		2006		2005		Change %		2006		2005		Change %		December 31, 2005
		(millions of €, except where indicated)
Net revenue		14,842		15,130		14,743		2.6		29,972		29,031		3.2		59,604
Domestic		8,208		8,139		8,517		(4.4	)	16,347		17,028		(4.0	)	34,183
International		6,634		6,991		6,226		12.3		13,625		12,003		13.5		25,421
Proportion generated internationally (%)		44.7		46.2		42.2				45.5		41.3				42.6
Europe (excluding Germany)		3,234		3,560		3,310		7.6		6,794		6,425		5.7		13,272
North America		3,332		3,356		2,852		17.7		6,688		5,444		22.9		11,858
Other		68		75		64		17.2		143		134		6.7		291

 

Cost of sales

 

		For the three months ended June 30,						For the six months ended June 30,						For the twelve months ended
		2006		2005		Change %		2006		2005		Change %		December 31, 2005
		(millions of €, except where indicated)
Cost of sales		(8,057	)	(7,688	)	(4.8	)	(15,878	)	(15,213	)	(4.4	)	(31,862	)

 

In addition to higher levels of depreciation resulting from a higher level of property, plant and equipment, the increase in the cost of sales was due, especially, to customer growth in the Mobile Communications area. By contrast, cost of sales decreased in the Broadband/Fixed Network strategic business area.

Selling expenses

 

		For the three months  ended June 30,						For the six months ended June 30,						For the twelve months ended
		2006		2005		Change %		2006		2005		Change %		December 31, 2005
		(millions of €, except where indicated)
Selling expenses		(4,014	)	(3,511	)	(14.3	)	(7,788	)	(6,946	)	(12.1	)	(14,683	)

 

12

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The increase in selling expenses is predominantly attributable to higher commission and marketing expenses in the Mobile Communications and Broadband/Fixed Network strategic business areas. The increase in the second quarter of 2006 is also attributable to the staging of major sporting events such as the soccer World Cup.

General and administrative expenses

 

 

		For the three months ended June 30,						For the six months ended June 30,						For the twelve months ended
		2006		2005		Change %		2006		2005		Change %		December 31, 2005
		(millions of €, except where indicated)
General and administrative expenses		(1,101	)	(1,047	)	(5.2	)	(2,178	)	(2,073	)	(5.1	)	(4,210	)

 

The increase in general and administrative expenses relates primarily to Mobile Communications and Group Headquarters & Shared Services. In contrast, the Broadband/Fixed Network strategic business area recorded a decrease.

Personnel

 

		For the three months ended June 30,						For the six months ended June 30,						For the twelve months ended
		2006		2005		Change %		2006		2005		Change %		December 31, 2005
		(millions of €, except where indicated)
Personnel costs		(3,431	)	(3,367	)	(1.9	)	(6,870	)	(6,709	)	(2.4	)	(14,254	)

 

The rise in personnel costs is attributable in particular to collectively agreed increases in wages and salaries and, primarily at T-Mobile USA, to increased staff levels and exchange rate effects.

 

The personnel cost ratio (personnel costs divided by net revenue) for the first half of 2006 is 22.9 percent of revenue. This represents a year-on-year improvement by 0.2 percentage points.

Depreciation, amortization and impairment losses

 

		For the three months ended June 30,						For the six months ended June 30,						For the twelve months ended
		2006		2005		Change %		2006		2005		Change %		December 31, 2005
		(millions of €, except where indicated)
Amortization and impairment of intangible assets		630		624		1.0		1,247		1,237		0.8		4,427
of which: UMTS licenses		222		215		3.3		444		428		3.7		864
of which: U.S. mobile communications licenses		—		—		—		—		23		n.m.		30
of which: goodwill		-		-		-		10		-		n.m.		1,920
Depreciation and impairment of property, plant and equipment		2,034		1,986		2.4		3,987		3,907		2.0		8,070
Total depreciation, amortization and impairment losses		2,664		2,610		2.1		5,234		5,144		1.7		12,497

n.m. – not meaningful

13

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The slight increase in depreciation, amortization and impairment losses was primarily due to higher depreciation of property, plant and equipment, especially technical equipment and machinery, as a result of additions to assets in the prior year, which resulted in a higher depreciation base particularly at T-Mobile USA.

Profit from operations

 

		For the three months ended		For the three months ended June 30,						For the six months ended June 30,						For the twelve months ended
		March 31, 2006		2006		2005		Change %		2006		2005		Change %		December 31, 2005
		(millions of €, except where indicated)
Profit from operations in the Group		2,318		2,085		2,572		(18.9	)	4,403		4,859		(9.4	)	7,622
Mobile Communications		1,055		1,083		1,225		(11.6	)	2,138		2,191		(2.4	)	3,005
Broadband/Fixed Network		1,262		1,254		1,409		(11.0	)	2,516		2,843		(11.5	)	5,142
Business Customers		99		37		195		(81.0	)	136		369		(63.1	)	409
Group Headquarters & Shared Services		(94	)	(271	)	(232	)	(16.8	)	(365	)	(499	)	26.9		(840	)
Reconciliation		(4	)	(18	)	(25	)	28.0		(22	)	(45	)	51.1		(94	)

 

Profit from operations decreased by EUR 0.5 billion in the first six months of 2006 to around EUR 4.4 billion. While Group Headquarters & Shared Services improved its profit from operations, the strategic business areas recorded a decline in profit from operations.

Loss from financial activities

 

		For the three months ended June 30,						For the six months ended June 30,						For the twelve months ended
		2006		2005		Change %		2006		2005		Change %		December 31, 2005
		(millions of €, except where indicated)
Loss from financial activities		(772	)	(452	)	(70.8	)	(1,340	)	(1,167	)	(14.8	)	(1,410	)
Finance costs		(602	)	(464	)	(29.7	)	(1,260	)	(1,171	)	(7.6	)	(2,401	)
Interest income		94		36		n.m.		167		135		23.7		398
Interest expense		(696	)	(500	)	(39.2	)	(1,427	)	(1,306	)	(9.3	)	(2,799	)
Share of profit (loss) of associates and joint ventures accounted for using the equity method		(49	)	41		n.m.		(17	)	77		n.m.		214
Other financial income (expense)		(121	)	(29	)	n.m.		(63	)	(73	)	13.7		777

n.m. – not meaningful

14

 

The year-on-year increase in loss from financial activities in the second quarter of 2006 and the first six months of 2006 is partly attributable to increased finance costs. In the second quarter of 2005, the book value of financial liabilities was positively adjusted to reflect the changes in the present value of the estimated future payments. The changes in estimated future payments were triggered by a downward adjustment in interest rates relating to these financial liabilities following an upgrade of our credit rating by rating agencies. There was no similar adjustment made in 2006.

In contrast, other financial income improved slightly in comparison with the first half of 2005. This resulted, in particular, from the proceeds from the disposal of Celcom received in the first quarter of 2006 which was, however, offset by an unfavorable change in the results from financial instruments, including translation effects.

Profit before income taxes

The Group’s profit before income taxes amounted to EUR 3.1 billion in the first half of 2006, down by EUR 0.6 billion year-on-year. Despite an improvement in gross profit, higher selling expenses in particular led to a decline in the profit from operations by EUR 0.5 billion as against the previous year to EUR 4.4 billion. In addition, the loss from financial activities was affected by the increase in finance costs and the deterioration of the share of profit/loss of equity-accounted investments.

Income taxes

		For the three months ended June 30,				Change		For the six months ended June 30,				Change		For the twelve months ended December 31,
		2006		2005		%		2006		2005		%		2005
		(millions of €, except where indicated)
Income taxes		(200	)	(831	)	75.9		(763	)	(1,297	)	41.2		(196	)

 

Income taxes in the first half of 2006 decreased (as against the first half of 2005) due to lower profits before income taxes. In addition, the effective income tax rate was considerably lower. This was mainly due to the fact that we agreed in the second quarter of 2006 with the German tax authorities on the application of a provision of trade tax law regarding certain capital losses incurred in previous years. As a result of this agreement, we were able to release a provision for income taxes. This increased net profit in the second quarter by about EUR 440 million.

Net profit

At around EUR 2.1 billion, net profit in the first half of 2006 was down slightly as compared with the first half of 2005. This trend was partially offset, however, by the change in income tax expenses, which fell by around EUR 0.5 billion year-on-year, due mainly to the reversal of tax provisions.

Net profit was positivley impacted by the sale of Celcom in 2003, the proceeds of which were received in the first quarter of 2006. Additionally, expenses from severance and voluntary redundancy payments and restructuring, for example, had an offsetting effect.

Strategic business areas

Mobile Communications

The Mobile Communications strategic business area bundles all activities of T-Mobile International AG & Co. KG. T-Mobile is represented in Germany, the United States, the United Kingdom, the Netherlands, Austria, the Czech Republic, Hungary, Slovakia, Croatia, Macedonia and Montenegro. It also holds a minority interest in PTC.  All T-Mobile companies offer

15

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digital mobile voice and data services to consumers and business customers. T-Mobile also sells hardware and other terminal devices in connection with the services offered. In addition, T-Mobile services are sold to resellers and to companies that buy network services and market them independently to third parties (mobile virtual network operators, or MVNOs).

Broadband/Fixed Network

The Broadband/Fixed Network strategic business area offers consumers and small business customers state-of-the-art infrastructure for traditional fixed-network services, broadband Internet access, and customer-oriented multimedia services. Broadband/Fixed Network also does business with national and international network operators and with resellers (wholesale including resale), and provides upstream services for Deutsche Telekom’s other strategic business areas.

Following the merger of T-Online International AG into Deutsche Telekom AG, T-Online no longer reports as a separate legal entity, but is managed as a successful product brand. For reporting purposes, Broadband/Fixed Network is broken down into its domestic and international operations. The Scout24 group is included within domestic operations since its parent company has its registered office in Germany.

Business Customers

The Business Customers strategic business area offers its customers products and services from a single source along the entire information and communications technology value chain. The Business Customers strategic business area is divided into two business units: T-Systems Enterprise Services, which supports around 60 multinational corporations and large public authorities, and T-Systems Business Services, which serves around 160,000 small and medium-sized business customers. T-Systems, our business customer brand, is represented in over 20 countries by subsidiaries, primarily in Germany and Western Europe (including France, Spain, Italy, the United Kingdom, Austria, Switzerland, Belgium, and the Netherlands).

The following tables give an overall summary of our segments for the 2005 financial year as well as for the second quarter and first half of both 2006 and 2005. In addition to the details of the segments, there is also a reconciliation line.

For the year ended December 31, 2005		Net revenue		Inter segment revenue		Total revenue		Profit (loss) from operations		Share of profit (loss) of equity- accounted investments		Depreciation  and amortization		Impairment  losses
		(millions of €)
Group		59,604		—		59,604		7,622		214		(10,291	)	(2,206	)
Mobile Communications		28,531		921		29,452		3,005		133		(4,745	)	(1,951	)
Broadband/Fixed Network		21,731		4,304		26,035		5,142		53		(4,026	)	(8	)
Business Customers		9,058		3,792		12,850		409		3		(885	)	(11	)
Group Headquarters & Shared Services		284		3,221		3,505		(840	)	(1	)	(695	)	(233	)
Reconciliation		—		(12,238	)	(12,238	)	(94	)	26		60		(3	)

 

For the three months ended June 30, 2006				Inter				Profit (loss)		Share of profit (loss) of equity-		Depreciation
For the three months ended June 30, 2005		Net revenue		segment revenue		Total revenue		from operations		accounted investments		and amortization		Impairment losses
		(millions of €)
Group		15,130		—		15,130		2,085		(49	)	(2,638	)	(26	)
		14,743		—		14,743		2,572		41		(2,571	)	(39	)
Mobile Communications		7,677		179		7,856		1,083		38		(1,279	)	(1	)
		6,962		235		7,197		1,225		35		(1,179	)	(1	)
Broadband/Fixed Network		5,085		1,061		6,146		1,254		5		(968	)	(4	)
		5,420		1,049		6,469		1,409		6		(1,011	)	(1	)
Business Customers		2,287		859		3,146		37		(92	)	(233	)	(2	)
		2,295		924		3,219		195		1		(223	)	0
Group Headquarters & Shared Services		81		813		894		(271	)	(1	)	(174	)	(19	)
		66		817		883		(232	)	(1	)	(175	)	(37	)
Reconciliation		—		(2,912	)	(2,912	)	(18	)	1		16		0
		—		(3,025	)	(3,025	)	(25	)	0		17		0

 

16

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For the three months ended June 30, 2006								Inter								Profit (loss)				Share of profit (loss) of equity-				Depreciation
For the three months ended June 30, 2005				Net revenue				segment revenue				Total revenue				from operations				accounted investments				and amortization				Impairment losses
				(millions of €)
Group			29,972				—				29,972				4,403				(17		)		(5,189		)		(45		)
			29,031				—				29,031				4,859				77				(5,057		)		(87		)
Mobile Communications			15,082				349				15,431				2,138				66				(2,501		)		(4		)
			13,493				450				13,943				2,191				65				(2,291		)		(25		)
Broadband/Fixed Network			10,292				2,010				12,302				2,516				8				(1,927		)		(14		)
			10,878				2,146				13,024				2,843				9				(2,021		)		(1		)
Business Customers			4,439				1,718				6,157				136				(91		)		(447		)		(2		)
			4,529				1,796				6,325				369				2				(440		)		0
Group Headquarters & Shared Services			159				1,606				1,765				(365		)		(1		)		(342		)		(25		)
			131				1,605				1,736				(499		)		(1		)		(336		)		(60		)
Reconciliation			—				(5,683		)		(5,683		)		(22		)		1				28				0
			—				(5,997		)		(5,997		)		(45		)		2				31				(1		)

 

Mobile Communications

Customers

		As of June 30, 2006		As of March 31, 2006		Change June 30, 2006/ March 31, 2006 %		As of December 31, 2005		Change June 30, 2006/ December 31, 2005 %		As of June 30, 2005		Change June 30, 2006/ June 30, 2005 %
		(millions, except where indicated)
Mobile customers (total)a		90.2		88.7		1.7		87.6		3.0		81.8		10.3
T-Mobile Deutschlandb		30.4		30.2		0.7		29.5		3.1		28.2		7.8
T-Mobile USA		23.3		22.7		2.6		21.7		7.4		19.2		21.4
T-Mobile UKc		16.7		16.4		1.8		17.2		(2.9	)	16.1		3.7
T-Mobile Netherlands		2.4		2.3		4.3		2.3		4.3		2.3		4.3
T-Mobile Austria		3.1		3.1		0.0		3.1		0.0		3.0		3.3
T-Mobile CZ (Czech Republic)		4.7		4.6		2.2		4.6		2.2		4.5		4.4
T-Mobile Hungary		4.3		4.2		2.4		4.2		2.4		4.1		4.9
T-Mobile Hrvatska (Croatia)		2.0		2.0		0.0		1.9		5.3		1.7		17.6
T-Mobile Slovensko (Slovakia)		2.0		2.0		0.0		2.0		0.0		1.9		5.3
Otherd		1.1		1.1		0.0		1.1		0.0		1.0		10.0

 

17

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a                      One mobile communications card corresponds to one customer. The total was calculated on the basis of precise figures and rounded to millions. Percentages calculated on the basis of figures shown. Organic customer growth is reported for better comparability: tele.ring customers were also included in the historic customer base, although the company has only been consolidated since May 2006.

b                      The change in customer base in Germany in the first quarter of 2006 as compared with year-end 2005 comprises 284,000 net additions and 440,000 machine-to-machine (M2M) SIM cards. M2M SIM cards are used in automated communication between machines. M2M SIM cards have been counted as customers since the first quarter of 2006 in order to bring the reporting of T-Mobile Deutschland in line with that of the other T-Mobile companies. Prior-year comparatives have not been adjusted.

c                      Including Virgin Mobile. Despite positive net new customer growth in the first quarter of 2006, the number of customers declined in the first quarter of 2006 compared with year-end 2005 due to a change in the reporting standard. For more information, refer to the Group report for the first quarter of 2006.

d                      “Other” includes MobiMak (Macedonia) and MONET (Montenegro).

 

The number of customers in the Mobile Communications strategic business area passed the 90 million mark for the first time at the end of the second quarter of 2006. T-Mobile is thus maintaining its strong growth course. Overall, the T-Mobile Group recorded organic customer growth of 1.5 million in the second quarter. The acquisition of tele.ring in Austria improved growth to 2.5 million. The number of fixed-term contract customers grew particularly strongly, contributing over 90 percent to customer growth. Fixed-term contract customers now account for over 51 percent of the entire customer base. This is reflected by the clear success of package rates such as Relax or Flext in the United Kingdom, which are now used by some 7.2 million customers. In the past twelve months, the T-Mobile group achieved organic customer growth of 8.6 million, an increase of over 10 percent.

T-Mobile USA remained the main growth driver with 613,000 new customers, 83 percent of whom hold a fixed-term contract. Within the space of one year, T-Mobile USA’s customer base grew by nearly 4.1 million to 23.3 million at the end of the reporting period. The marketing switch from one-year to two-year contracts at the beginning of the second quarter of 2006 led to a short-term dip in growth for fixed-term contract customers. The number of new customers gained each month increased again in the course of the second quarter of 2006, returning to the high first-quarter level in June. The positive customer retention effect resulting from the sale of two-year contracts is expected to be felt in the coming year. T-Mobile USA continued to focus on profitable growth in the increasingly competitive prepay customer segment.

ARPU at T-Mobile USA fell by EUR 1 year-on-year to EUR 40 in the second quarter of 2006. A slight increase in fixed-term contract customer ARPU almost completely balanced out a decline in prepay customer ARPU.

T-Mobile Deutschland also continued to expand its customer base in the second quarter of 2006. The number of customers rose by a total of 170,000. A particularly encouraging development was the strong growth in fixed-term contract customers, which at 175,000 reflects the successful marketing of the Relax rates. Another growth driver was the T-Mobile@home calling plan introduced in January 2006. By the end of the reporting period, over 700,000 customers had opted for this service allowing them to make attractively priced mobile calls from home. With a drop of only 5,000, the number of preypay customers remained practically stable. The year-on-year decline in ARPU to EUR 21 during the second quarter of 2006 is mainly attributable to the continued intense price competition in Germany and to the reduction in mobile termination charges in December 2005. Compared with the first quarter of 2006, ARPU increased slightly.

T-Mobile UK succeeded in attracting 369,000 new customers in the United Kingdom. While the number of prepay customers remained virtually constant, the number of fixed-term contract customers grew by a record 363,000 net adds. This represents over 11 percent growth in fixed-term contract customers within one quarter and demonstrates the success of the Flext calling plan introduced at the beginning of March 2006, which has already attracted 771,000 new customers to T-Mobile UK. This represents an increase of 515,000 on the first quarter of 2006. By focusing on fixed-term contract growth, ARPU stabilized at EUR 28 compared with the same period last year.

Growth also continued in the rest of Western Europe and in Eastern Europe. In both regions, T-Mobile again boosted new customer growth year-on-year despite increased penetration. The higher proportion of fixed-term contract customers over the previous year underlines the valuable nature of this growth.

18