Obligation Deutsche Telekom 3.125% ( USN2557FFA77 ) en USD

Deutsche Telekom

100.256 % ▲

Allemagne

USN2557FFA77 ( en USD )

3.125% par an ( paiement semestriel )

11/04/2016 - Obligation échue

Prospectus brochure de l'obligation Deutsche Telekom USN2557FFA77 en USD 3.125%, échue

150 000 USD

1 250 000 000 USD

N2557FFA7

L'Obligation émise par Deutsche Telekom ( Allemagne ) , en USD, avec le code ISIN USN2557FFA77, paye un coupon de 3.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/04/2016

PROSPECTUS

Deutsche Telekom International Finance B.V. ("Finance")

$1,250,000,000 3.125% Notes issued April 11, 2011 and due April 11, 2016

Guaranteed as to Payment of Principal and Interest by
Deutsche Telekom AG ("Deutsche Telekom")

Finance's $1,250,000,000 3.125% Notes due April 11, 2016 (the "Notes") were offered for sale in the
United States, Europe and elsewhere where it is lawful to make sure offers. Application has been made to the
Luxembourg Stock Exchange for the Notes to be admitted to trading on the Luxembourg Stock Exchange's
Regulated Market and to be listed on the official list of the Luxembourg Stock Exchange. This Prospectus
constitutes a prospectus for the purposes of Article 5.3 of the Prospectus Directive and the Luxembourg law
on prospectuses for securities on 10 July 2005 implementing the Prospectus Directive in Luxembourg.This
prospectus as well as the documents incorporated by reference will be published on the website of the
Luxembourg Stock Exchange (http://www.bourse.lu).

Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its
capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities
to approve this document as a Prospectus.

Finance will pay interest on the Notes on April 11 and October 11 of each year, beginning on October
11, 2011 at an annual rate of 3.125%.

Finance may redeem the Notes on the terms described in this prospectus under "Description of the
Notes and Guarantees--Optional Redemption". Finance may also redeem the Notes at 100% of their principal
amount plus accrued interest if certain tax events occur as described under "Description of the Notes and
Guarantees--Optional Tax Redemption".

Neither the Securities and Exchange Commission nor any state securities commission or other
regulatory body has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus . Any representation to the contrary is a criminal offense.
Underwriting
Proceeds to

Price to Public(1)
Discounts and Commissions
Finance
Per Note
99.899%
0.25%
99.649%
Total
$1,248,737,500
$3,125,000
$1,245,612,500
________________________________________________________________________________________
(1) plus accrued interest from April 11, 2011 if settlement occurs after that date.

The Notes will be represented by one or more global notes registered in the name of The Depository
Trust Company ("DTC"), as depositary, or a nominee of DTC. Beneficial interests in the Notes will be shown
on, and transfers thereof, will be effected through, records maintained by DTC, Clearstream Banking, société
anonyme ("Clearstream") and Euroclear Bank SA/NV ("Euroclear"), and their respective participants.
Joint Bookrunning Managers
Citi
Credit Suisse
Goldman, Sachs & Co.

Co-Managers
COMMERZBANK
J.P. Morgan
BofA Merrill Lynch
Mitsubishi UFJ Securities
SOCIETE GENERALE

May 17, 2011

TABLE OF CONTENTS

RESPONSIBILITY STATEMENT................................................................................................. 1

RISK FACTORS....................................................................................................................... 1

SELECTED FINANCIAL DATA ................................................................................................... 4

NOTICES................................................................................................................................. 5

DESCRIPTION OF THE NOTES TO BE LISTED AND ADMITTED TO TRADING ................................ 6

THE ISSUER AND THE GUARANTOR......................................................................................... 9

DOCUMENTS INCORPORATED BY REFERENCE..........................................................................13

DOCUMENTS ON DISPLAY ........................................................................................................16

GENERAL DESCRIPTION OF THE NOTES AND GUARANTEES........................................................17

FORWARD-LOOKING STATEMENTS.......................................................................................... 26

LEGAL MATTERS..................................................................................................................... 27

AUDITORS............................................................................................................................... 27

GENERAL INFORMATION.......................................................................................................... 27

You should rely on the information contained or incorporated by reference in this prospectus.
We have not, and the underwriters have not, authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on
it. You should assume that the information appearing in this prospectus, as well as information
incorporated by reference, is accurate as of the date on the front cover of this prospectus only. Our
business, financial condition, results of operations and prospects may have changed since that date.

RESPONSIBILITY STATEMENT
Deutsche Telekom with its registered office in Bonn and Finance with its registered office in
Amsterdam are solely responsible for the information given in this Prospectus, provided that Finance is not
responsible for the description of Deutsche Telekom. Each of Deutsche Telekom and Finance hereby
declares that, having taken all reasonable care to ensure that such is the case, the information contained in
this Prospectus for which it is responsible is, to the best of its knowledge, in accordance with the facts and
contains no omission likely to affect its import.

RISK FACTORS
The discussion below is a disclosure of risk factors that are material to Deutsche Telekom and
Finance and that may affect Finance's ability to fulfill its obligations under the Notes or Deutsche Telekom's
obligation under the guarantee. When we refer to ourselves, we are referring to both Deutsche Telekom and
Finance. Prospective investors should carefully consider the following information in conjunction with the other
information contained or incorporated by reference in this prospectus.
Relating to Deutsche Telekom
The risk related to Deutsche Telekom's ability to fulfill its obligations as Issuer of debt securities is
described by reference to the ratings assigned to Deutsche Telekom. Deutsche Telekom is rated by Fitch1 (as
defined herein), Moody's2 (as defined herein) and S&P3 (as defined herein).
As of the publication date of the Prospectus, the ratings assigned to Deutsche Telekom by the Rating
Agencies were as follows:

by Fitch:
long-term rating:
BBB+
short-term rating:
F2
by Moody's:
long-term rating:
Baa1
short-term rating:
P-2
by S&P:
long-term rating:
BBB+
short-term rating:
A-2

Deutsche Telekom's financial condition, results of operations, the trading prices of its securities or other
financial data could be adversely affected by any of the following risks:
An economic downturn, a substantial slowdown in economic growth or deterioration in consumer
spending could adversely affect Deutsche Telekom's customers' purchases of products and services in
each of the operating segments, which could have a negative impact on the operating results and
financial condition of Deutsche Telekom.
Because Deutsche Telekom operates in heavily regulated business environments, decisions that
regulatory authorities impose on Deutsche Telekom restrict flexibility in managing its business and may
force it to offer services to competitors, or reduce the prices it charges for products and services, either of
which could have a material negative impact on Deutsche Telekom's revenues, profits and market shares.

1 Fitch is established in the European Community and has applied for registration under Regulation (EC) No 1060/2009 of
the European Parliament and of the Council of 16 September 2009 on credit rating agencies.
2 Moody's is established in the European Community and has applied for registration under Regulation (EC) No 1060/2009
of the European Parliament and of the Council of 16 September 2009 on credit rating agencies.
3 S&P is established in the European Community and has applied for registration under Regulation (EC) No 1060/2009 of
the European Parliament and of the Council of 16 September 2009 on credit rating agencies.

1

Deutsche Telekom faces intense competition in all areas of its business, which could lead to reduced
prices for its products and services and a decrease in market share in certain service areas, thereby
adversely affecting Deutsche Telekom's revenues and net profit.
Deutsche Telekom may realise neither the expected level of demand for its products and services, nor the
expected level or timing of revenues generated by those products and services, as a result of lack of
market acceptance, technological change or delays from suppliers, which could adversely affect Deutsche
Telekom's cash flows.
Some of Deutsche Telekom's investments (such as in new spectrum licenses) to develop future products
and services may involve substantial cash outlays with no certainty of market acceptance or regulatory
non-interference with license requirements.
Failure to achieve the planned reduction and restructuring of personnel or the human resources-related
cost-savings goals could negatively affect the reputation and achievement of Deutsche Telekom's
financial objectives and profitability.
As a result of dispositions of certain non-core businesses in Germany, there is an increased risk of return
of civil servants transferred out of Deutsche Telekom Group, which could have a negative impact on the
staff and cost reduction objectives.
Alleged health risks of wireless communications devices have led to litigation affecting markets with
Deutsche Telekom's mobile telecommunications operations subsidiaries, and could lead to decreased
wireless communications usage or increased difficulty in obtaining sites for base stations and, as a result,
adversely affect the financial condition and results of operations of Deutsche Telekom's wireless services
business.
Deutsche Telekom regularly engages in large-scale programs to reshape the information technology (IT)
and network infrastructure to adapt to changing customer needs and organisational and accounting
requirements. The implementation of any of these programs may require substantial investments and a
failure to effectively plan and monitor them could lead to misallocations of resources and impaired
processes with negative consequences for Deutsche Telekom's operations.
System failures due to natural or man-made disruptions and loss of data could result in reduced user
traffic and reduced revenues and could harm Deutsche Telekom's reputation and results.
Shortcomings in Deutsche Telekom's supply and procurement process could negatively affect its product
portfolio, revenues and profits.
Deutsche Telekom is continuously involved in disputes and litigation with regulators, competition
authorities, competitors and other parties. The ultimate outcome of such legal proceedings is generally
uncertain. When finally concluded, they may have a material adverse effect on Deutsche Telekom's
results of operations and financial condition.
Deutsche Telekom faces allegations of data misuse and flaws in its security systems. Despite diverse
measures taken to protect customer data, damage to Deutsche Telekom's reputation remains a significant
risk, which may also affect its business.
Exchange-rate, interest-rate and rating risks have had, and may continue to have, an adverse effect on
Deutsche Telekom's revenue and cost development.
Deutsche Telekom aims to solely place the financial investments at financial institutions that have high
credit ratings. As a result of international M&A transactions, the investment portfolio of newly acquired
entities may not always meet this requirement. In individual cases, Deutsche Telekom thus may face a
risk of unplanned write offs.
Potential breaches of compliance requirements or the identification of material weaknesses in Deutsche
Telekom's internal control over financial reporting may have an adverse impact on Deutsche Telekom's
corporate reputation, financial condition and the trading price of its securities.
We can offer no assurance that the sale of T-Mobile USA Inc. will close, and the failure of the transaction
to close may have adverse effects on the market for and ratings of the Notes, as well as our business
operations.
The portion of the T-Mobile USA sales price consisting of AT&T common stock is subject to downward
adjustment.
The consummation of our planned sale of T-Mobile USA to AT&T will substantially reduce the size and
diversity of our global mobile telecommunications business, which may have adverse effects on us.
Risk Factors regarding Deutsche Telekom International Finance B.V.
Payment of principal of and interest on notes issued by Finance are guaranteed by Deutsche Telekom
AG. Therefore the risks in respect of Finance substantially correspond with the ones of Deutsche Telekom.

2

Risk Factors
Notes may not be a suitable investment

A potential investor should not invest in Notes which are complex financial Notes unless the investor
has the expertise (either alone or with a financial advisor) to evaluate how the Notes will perform under
changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on
the potential investor's overall investment portfolio.
Currency risk / Dual currency notes
A holder of a Note denominated in a foreign currency and a holder of Dual Currency Notes is exposed
to the risk of changes in currency exchange rates which may affect the yield of such Notes.
Liquidity risk
There can be no assurance that a liquid secondary market for the Notes will develop or, if it does
develop, that it will continue. In an illiquid market, an investor might not be able to sell his Notes at any time at
fair market prices.
Risk of early redemption
If the Issuer has the right to redeem the Notes prior to maturity, a holder of such Notes is exposed to
the risk that due to early redemption his investment will have a lower than expected yield. Also, the holder
may only be able to reinvest on less favourable conditions as compared to the original investment.
Risk of potential conflicts of interest

In case of Notes linked to an underlying, the Issuer, each Dealer or any of their respective affiliates
may from time to time engage in transactions relating to such underlying which could create conflicts of
interest and may have a negative impact on the underlying value.

3

SELECTED FINANCIAL DATA

The following tables present selected consolidated financial data for Deutsche Telekom. This selected
consolidated financial data should be read together with our consolidated financial statements and the notes
thereto that are incorporated by reference into this prospectus.

Selected consolidated financial data (audited) for Deutsche Telekom as at and for the years ended
December 31, 2010 and 2009:

millions of
2010 2009
Balance Sheet

Total assets

127,812
127,774
Shareholders' equity

43,028
41,937
Financial liabilities

50,546
51,191

Revenue and earnings

Net revenue

62,421
64,602
Profit from operations

5,505
6,012
Net profit (loss)

1,695
353

The following table presents selected financial data (audited) for Finance as at and for the years
ended December 31, 2010 and 2009. This selected financial data should be read together with the Finance
financial statements and the notes thereto that are incorporated by reference into this prospectus.

thousands of
2010 2009
Balance Sheet

Total assets

32,978,691
34,121,697
Shareholders' equity

367,505
348,376
Long-term liabilities

27,062,469
28,242,228

Revenue and earnings

Profit (loss) from financial activities

31,847
24,868
Profit (loss) before income taxes

31,216
24,187
Profit (loss) after taxes

25,662
18,042

4

NOTICES
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended.
The Notes are being issued in denominations of $150,000 and greater integral multiples of $1,000.
This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any of the
securities offered hereby by any person in any jurisdiction in which it is unlawful for such person to make such
an offering or solicitation. The offer or sale of the Notes and the distribution of this prospectus may be
restricted by law in certain jurisdictions, and you should inform yourself about, and observe, any such
restrictions.
Unless otherwise mentioned or unless the context requires otherwise, all references in this prospectus to
"we", "us", "our" or similar references mean Deutsche Telekom AG and its subsidiaries, including Finance.

5

DESCRIPTION OF THE NOTES TO BE LISTED AND ADMITTED TO TRADING

This section discusses the specific financial and legal terms of the Notes that are more generally
described in the accompanying prospectus under "GENERAL DESCRIPTION OF THE NOTES AND
GUARANTEES WE MAY OFFER". If anything described in this section is inconsistent with the terms
described under "GENERAL DESCRIPTION OF THE NOTES AND GUARANTEES WE MAY OFFER" in the
accompanying prospectus, the terms here prevail.

Notes offered
$1,250,000,000 3.125% Notes due April 11, 2016.

Issuer
Deutsche Telekom International Finance B.V.

Guarantee
Deutsche Telekom will unconditionally and irrevocably guarantee to each holder of the Notes the
due and punctual payment of the principal and interest relating to the Notes including any
additional amounts described below. Each guarantee will be a direct unsubordinated unsecured
obligation of Deutsche Telekom. The guarantee is described in the accompanying prospectus
under "GENERAL DESCRIPTION OF THE NOTES AND GUARANTEES WE MAY OFFER --
Guarantees".

Fiscal and paying The Notes were issued under a fiscal and paying agency agreement entered into by Deutsche
agency
Telekom, Finance and Deutsche Bank Trust Company Americas, as fiscal agent. The fiscal and
agreement
paying agency agreement is more fully described in this prospectus and the form of fiscal and
paying agency agreement is incorporated by reference into this prospectus.

Date interest starts April 11, 2011.
accruing

Public offering price 99.899% of the principal amount of the Notes.

Maturity date
April 11, 2016.

Interest rate
3.125% per annum.

Interest payment
Every April 11 and October 11, beginning on October 11, 2011. If any payment is due on a day
dates
that is not a business day, we will make the required payment on the next succeeding business
day, and no additional interest will accrue in respect of the payment made on that next succeeding
business day.

Optional
The Issuer may redeem any series of Notes, in whole or in part, at any time. Upon redemption,
Redemption
the Issuer will pay a redemption price equal to the greater of (i) 100% of the principal amount of
the relevant series of Notes plus accrued interest (and Additional Amounts, if any) to the date of
redemption or (ii) as determined by the quotation agent, the sum of the present values of the
remaining scheduled payments of principal and interest (and Additional Amounts, if any) on the
relevant series of Notes (for the purpose of this calculation not including any portion of such
payments of interest accrued as of the date of redemption), plus, for the avoidance of doubt,
accrued interest (and Additional Amounts, if any) to the date of redemption. The present values
will be determined by discounting the remaining principal and interest payments to the redemption
date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months),
using the adjusted treasury yield.

The Issuer will give notice to DTC of any redemption we propose to make at least 30 days, but not
more than 60 days, before the redemption date. Notice by DTC to participating institutions and by
these participants to street name holders of indirect interests in the series of debt securities will be
made according to arrangements among them and may be subject to statutory or regulatory
requirements.
Payment of
The Netherlands or Germany may require the Issuer or the Guarantor to withhold amounts from
additional
payments on the principal or interest on the Notes or any amounts to be paid under the
amounts
Guarantees, as the case may be, for taxes or any other governmental charges. If the relevant
jurisdiction requires a withholding of this type, the Issuer or the Guarantor, as the case may be,
will, subject to some exceptions (as more fully described below under "Description of the Notes

6

and Guarantees Additional Amounts"), pay additional amounts in respect of those payments of
principal and interest so that the amount you receive after such taxes and governmental charges
will equal the amount that you would have received if no such taxes and governmental charges
had been applicable.

Optional tax
In the event of various tax law changes after the date of the offering memorandum and other
redemption
limited circumstances that would require the Issuer or the Guarantor to pay Additional Amounts or
deduct or withhold tax on any payment to the Issuer to enable the Issuer to make any payments in
relation to the Notes, subject to certain exceptions the Issuer (or, if applicable, the Guarantor) may
redeem the Notes at any time at its option, as a whole or in part, upon not less than 30 nor more
than 60 days' prior notice, at a redemption price equal to 100% of the principal amount of the
notes then outstanding plus accrued and unpaid interest (and all Additional Amounts, if any) to
(but excluding) the redemption date.

You have no right to require us to call the Notes. We discuss our ability to redeem the Notes in
greater detail in the accompanying prospectus under "GENERAL DESCRIPTION OF THE
NOTES AND GUARANTEES WE MAY OFFER -- Special Situations -- Optional Tax
Redemption".

Adjusted treasury The adjusted treasury yield, with respect to any redemption date, is the rate per annum equal to
yield
the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to
the Comparable Treasury Price for such redemption date plus 15 basis points (0.150%)

Comparable
A comparable treasury issue is the U.S. Treasury security selected by the Quotation Agent as
treasury issue having a maturity comparable to the remaining term of the Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

Comparable
A comparable treasury price, with respect to any redemption date, is the average of the Quotation
treasury price
Agent's Quotations for the redemption date.

Quotation agent
The quotation agent a reference treasury dealer that is a primary U.S. government securities
dealer in New York City. The Independent Investment Banker will appoint the Quotation Agent
after first consulting with the Guarantor.

Calculation of
If interest is required to be calculated for any period less than a year, other than with respect to
interest
regular semi-annual interest payments, it will be calculated based on a 360-day year consisting of
twelve 30-day months.

Business day
A business day is each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in New York City generally are authorized or obligated by law or
executive order to close.

Securities codes

Rule 144A
Regulation S

CUSIP:
25156P AP8
N2557F FA7
ISIN:
US25156PAP80
USN2557FFA77
Common Codes:

061640690

Denomination
Minimum denominations of $150,000 and integral multiples of $1,000 in excess thereof.

Regular record
March 27th or September 26th immediately preceding the relevant interest payment date, whether
dates for
or not such day is a business day.
interest

Defeasance
The Notes are subject to the provisions on defeasance that are described under "GENERAL
DESCRIPTION OF THE NOTES AND GUARANTEES WE MAY OFFER -- Discharge and
Defeasance" and "GENERAL DESCRIPTION OF THE NOTES AND GUARANTEES WE MAY
OFFER -- Covenant Defeasance."

Ranking
The Notes and Guarantees are not secured by any property or assets of Finance or Deutsche
Telekom and will rank equally with all of their respective other unsecured and unsubordinated
indebtedness.

7

Form of the Notes The Notes will initially be issued to investors in book-entry form only. Fully-registered Global
Notes (as defined herein) representing the total aggregate principal amount of the Notes will be
issued and registered in the name of a nominee for DTC, the securities depositary for the Notes,
for credit to accounts of direct or indirect participants in DTC, including Euroclear and
Clearstream. Unless and until Notes in definitive certificated form are issued, the only Holder will
be Cede & Co., as nominee of DTC, or the nominee of a successor depositary. Except as
described in this prospectus, a beneficial owner of any interest in a Global Note will not be entitled
to receive physical delivery of definitive Notes. Accordingly, each beneficial owner of any interest
in a global Note must rely on the procedures of DTC, Euroclear, Clearstream, or their participants,
as applicable, to exercise any rights under the Notes.

Clearance and
The distribution of the Notes will be cleared through DTC. Any secondary market trading of book-
settlement
entry interests in the Notes will take place through DTC participants, including Euroclear and
Clearstream.

Owners of book-entry interests in the Notes will receive payments relating to their Notes in U.S.
dollars.

Governing law
The Notes, the Guarantees and the Agreement will be governed by, and construed in accordance
with, the laws of the State of New York.

Prescription
Under the laws of New York, claims relating to payment of principal and interest on the Notes will
be prescribed according to the applicable statute of limitations.

Further issues
We may from time to time without the consent of the holders create and issue further debt
securities having the same terms and conditions as either series of the Notes (except for the
public offering price and issue date) so that such further issues are consolidated and form a single
series with the corresponding series of Notes.

Fiscal agent, paying Deutsche Bank Trust Company Americas. See "GENERAL DESCRIPTION OF THE NOTES
agent, transfer
AND GUARANTEES WE MAY OFFER -- Default and Related Matters" for a description of the
agent and
procedures and remedies available in the event of a default.
registrar

Notices
So long as any Notes are represented by a global note and such global note is held on behalf of
a clearing system, notices to the holders of Notes may be given by delivery of the relevant notice
to that clearing system for communication by it to entitled accountholders (except that (i) if and for
so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that
exchange so require, notices shall also be published by the means of article 16 of the
Luxembourg Law on Prospectuses for Securities including in a daily newspaper having general
circulation in Luxembourg, which is expected to be the Luxemburger Wort, and (ii) in the event
that the Notes are listed on any other stock exchange, notices shall also be given in accordance
with the rules of that stock exchange) or, if any such delivery is not practicable, by publication in a
leading English language daily newspaper having general circulation in Europe. Any such notice
will be deemed to have been given on the date of first publication or, if published more than once
or on different dates, on the first date on which publication is made.

Listing and
Application has been made to list the Notes on the official list of the Luxembourg Stock Exchange
admission to
and admit the Notes to trading on the Regulated Market of the Luxembourg Stock Exchange.
trading

8