Obligation Telekom Deutschland 0.375% ( XS1557095459 ) en EUR

Telekom Deutschland

100 % ▼

Allemagne

XS1557095459 ( en EUR )

0.375% par an ( paiement annuel )

30/10/2021 - Obligation échue

Prospectus brochure de l'obligation Deutsche Telekom XS1557095459 en EUR 0.375%, échue

1 000 EUR

1 000 000 000 EUR

Deutsche Telekom est une société de télécommunications allemande fournissant des services fixes et mobiles, ainsi que des services d'internet et de technologies de l'information, à travers l'Allemagne et internationalement.

L'Obligation émise par Telekom Deutschland ( Allemagne ) , en EUR, avec le code ISIN XS1557095459, paye un coupon de 0.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/10/2021

Debt Issuance Programme Prospectus
Dated 21 April 2016
This document constitutes two prospectuses for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament
and the Council of 4 November 2003, as amended (the "Prospectus Directive"): (i) the prospectus of Deutsche Telekom AG in
respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29
April 2004, as amended ("Non-Equity Securities") and (ii) the prospectus of Deutsche Telekom International Finance B.V. in
respect of Non-Equity Securities (together, the "Prospectus").

Deutsche Telekom AG
Bonn, Federal Republic of Germany
as Issuer and as Guarantor for Notes issued by

Deutsche Telekom International Finance B.V.
a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated
under the laws of The Netherlands and having its corporate seat (statutaire zetel) in Maastricht, The Netherlands
as Issuer

EUR 25,000,000,000
Debt Issuance Programme
(the "Programme")
Application has been made to the Luxembourg Commission de Surveil ance du Secteur Financier (the "CSSF"),
which is the Luxembourg competent authority for the purpose of the Prospectus Directive, for its approval of this
Prospectus.
Application has been made to list Notes to be issued under the Programme on the official list of the Luxembourg
Stock Exchange and to trade Notes on the regulated market "Bourse de Luxembourg". The Luxembourg Stock
Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments
Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004, as amended, (the
"Regulated Market"). Notes issued under the Programme may also not be listed at al .
Each Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of Germany
("Germany"), The Netherlands, the United Kingdom of Great Britain and Northern Ireland, the Republic of Ireland
and the Republic of Austria, with a certificate of approval attesting that the Prospectus has been drawn up in
accordance with the Loi relative aux prospectus pour valeurs mobilières (the "Luxembourg Law") which
implements the Prospectus Directive into Luxembourg law ("Notification"). Each Issuer may request the CSSF to
provide competent authorities in additional host Member States within the European Economic Area with a
Notification. By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial
soundness of the operation or the quality or solvency of the issuer pursuant to Article 7(7) of the Luxembourg
Law.
See "Risk Factors" for a discussion of certain factors which should be considered by prospective investors in
connection with an investment in any of the Notes
Arranger
Deutsche Bank
Dealers
Barclays
BNP PARIBAS
Citigroup
Deutsche Bank
DZ BANK AG
Goldman Sachs International
J.P. Morgan
Morgan Stanley
Société Générale Corporate &
Investment Banking
The Royal Bank of Scotland
UniCredit Bank

This Prospectus has been filed with the CSSF and will be published in electronic form on the website of the
Luxembourg Stock Exchange (www.bourse.lu) and the website of
Deutsche Telekom AG
(http://www.telekom.com/bonds). This Prospectus replaces the Prospectus dated 29 April 2015 pertaining to the
Programme.

Responsibility Statement
Deutsche Telekom AG ("Deutsche Telekom AG", the "Guarantor" or the "Company" and together
with its consolidated subsidiaries, "Deutsche Telekom", the "Group" or "Deutsche Telekom Group")
with its registered office in Bonn and Deutsche Telekom International Finance B.V. ("Finance") with its
registered office in Maastricht (each an "Issuer" and together the "Issuers") are solely responsible for
the information given in this Prospectus and for the information which wil be contained in the Final
Terms (as defined herein),
provided that:
Finance is not responsible for the description of Deutsche Telekom.
Each Issuer 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.
Notice
This Prospectus should be read and construed in conjunction with any supplement thereto and with
any document incorporated herein by reference (the "Reference Documents"). Full information on
each Issuer and any tranche of Notes (as hereinafter defined) is only available on the basis of the
Prospectus as supplemented, together with the Reference Documents and the relevant final terms
(the "Final Terms").
Each Issuer has confirmed to the dealers set forth on the cover page and any additional dealer
appointed from time to time under the Programme (each a "Dealer" and together the "Dealers") that
this Prospectus contains, as of the date hereof, al information with regard to the Issuers and the
Notes which is material in the context of the Programme and the issue and offering of Notes
thereunder; that the information contained herein with respect to the Issuers and the Notes is accurate
in al material respects and is not misleading; that any opinions and intentions expressed herein are
honestly held and based on reasonable assumptions; that there are no other facts, the omission of
which would make any statement, whether fact or opinion, in this Prospectus misleading in any
material respect; and that all reasonable enquiries have been made to ascertain all facts and to verify
the accuracy of all statements contained herein.
No person has been authorised to give any information which is not contained in or not consistent with
this Prospectus or any other document entered into in relation to the Programme or any information
supplied by any Issuer or such other information as in the public domain and, if given or made, such
information must not be relied upon as having been authorised by the Issuers, the Guarantor, the
Dealers or any of them.
Neither the Arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the
Issuers, is responsible for the information contained in this Prospectus or any supplement thereof, or
any Final Terms or any other Reference Document, and accordingly, and to the extent permitted by
the laws of any relevant jurisdiction, none of these persons accepts any responsibility as to the
accuracy and completeness of the information contained in any of these documents.
This Prospectus is valid for 12 months after its approval and this Prospectus and any supplement
hereto as well as any Final Terms reflect the status as of their respective dates of issue. The delivery
of this Prospectus as supplemented or any Final Terms and the offering, sale or delivery of any Notes
may not be taken as an implication that the information contained in such documents is accurate and
complete subsequent to their respective dates of issue or that there has been no adverse change in
the financial condition of each of the Issuers since such date or that any other information supplied in
connection with the Programme is accurate at any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
Each of the Issuers has undertaken with the Dealers to supplement this Prospectus or publish a new
Prospectus at any time after submission of the Prospectus for approval to the Commission if and when
the information herein should become materially inaccurate or incomplete or in the event of any
significant new factor, that is capable of affecting the assessment of the Notes by potential Investors.
2

The Notes will not be registered under the United States Securities Act of 1933, as amended, and will
include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons,
see "Sel ing Restrictions".
The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus
or any Final Terms comes are required by the Issuers and the Dealers to inform themselves about and
to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries
of Notes and on the distribution of this Prospectus or any Final Terms and other offering material
relating to the Notes, see "Selling Restrictions".
This Prospectus is drawn up in the English language. The German versions of the English language
Terms and Conditions and Guarantee are shown in the prospectus for additional information. As to
form and content, and all rights and obligations of the Holders and the Issuer under the Notes to be
issued, German is the controlling legally binding language if so specified in the relevant Final Terms.
In respect of the Guarantee, the German language version is always control ing and legally binding as
to form and content, and all rights and obligations of the Holders and the Guarantor thereunder. The
Issuers accept responsibility for the information contained in this Prospectus and confirm that the non-
binding translation of the Terms and Conditions, either in the German or English language, correctly
and adequately reflects the respective binding language version.
This Prospectus may only be used for the purpose for which it has been published.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing
Notes issued under the Programme is entitled to use the Prospectus as set out in "Consent to
the Use of the Prospectus" below.
This Prospectus and any Final Terms must not be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or
to any person to whom it is unlawful to make such an offer or solicitation.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer(s) who
is(are) specified in the relevant Final Terms as the stabilising manager(s) (or persons acting on
its(their) behalf) may overallot Notes or effect transactions with a view to supporting the price
of the Notes at a level higher than that which might otherwise prevail. However, there is no
assurance that such stabilising manager (or persons acting on its behalf) will undertake
stabilisation action. Any stabilisation action may begin at any time after the adequate public
disclosure of the final terms of the offer of the Notes is made and, if begun, may be ended at
any time, but it must end no later than the earlier of 30 days after the Issue Date and 60 days
after the date of the allotment of the relevant Tranche of Notes. Any stabilising action or over-
allotment must be conducted by the relevant stabilising manager(s) (or persons acting on
behalf of any stabilising manager(s)) in accordance with all applicable laws and rules.
All terms not otherwise defined in this Prospectus shal have the meaning as set out in the "Terms and
Conditions" of the Notes.
Any websites included in the Prospectus, except for the website www.bourse.lu, are for information
purposes only and do not form part of the Prospectus
Forward-Looking Statements
This Prospectus contains certain forward-looking statements. A forward-looking statement is a
statement that does not relate to historical facts and events. They are based on analyses or forecasts
of future results and estimates of amounts not yet determinable or foreseeable. These forward-looking
statements are identified by the use of terms and phrases such as "anticipate", "believe", "could",
"estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar terms and phrases,
including references and assumptions. This applies, in particular, to statements in this Prospectus
containing information on future earning capacity, plans and expectations regarding Deutsche
Telekom Group's business and management, its growth and profitability, and general economic and
regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that
the Issuers make to the best of their present knowledge. These forward-looking statements are
3

subject to risks, uncertainties and other factors which could cause actual results, including Deutsche
Telekom Group's financial condition and results of operations, to differ materially from and be worse
than results that have expressly or implicitly been assumed or described in these forward-looking
statements. Deutsche Telekom Group's business is also subject to a number of risks and uncertainties
that could cause a forward-looking statement, estimate or prediction in this Prospectus to become
inaccurate. Accordingly, investors are strongly advised to read the following sections of this
Prospectus: "Risk Factors", "Deutsche Telekom AG" and "Deutsche Telekom Finance International
B.V.". These sections include more detailed descriptions of factors that might have an impact on
Deutsche Telekom's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may
not occur. In addition, neither the Issuers nor the Dealers assume any obligation, except as required
by law, to update any forward-looking statement or to conform these forward-looking statements to
actual events or developments.

4

Table of Contents
Responsibility Statement .......................................................................................................................... 2
Notice
........................................................................................................................................ 2
Summary
........................................................................................................................................ 7
Section A
Introduction and Warnings .............................................................................................. 7
Section B
Issuer and Guarantor ...................................................................................................... 8
Section B
Issuer ............................................................................................................................11
Section C
Securities ......................................................................................................................13
Section D
Risks .............................................................................................................................16

Risks specific to Deutsche Telekom AG as Issuer and Guarantor ...............................16

Risks specific to Deutsche Telekom International Finance B.V. as Issuer...................18

Risks specific to the Securities .....................................................................................18
Section E
Offer of the Securities ...................................................................................................19
German Translation of the Summary .....................................................................................................21
Abschnitt A
Einleitung und Warnhinweise .......................................................................................21
Abschnitt B
Emittentin und Garantin ................................................................................................22
Abschnitt B
Emittentin ......................................................................................................................26
Abschnitt C
Wertpapiere ..................................................................................................................27
Abschnitt D
Risiken ..........................................................................................................................31

Risiken, die der Deutsche Telekom AG als Emittentin und Garantin eigen sind .........31

Risiken, die der Deutsche Telekom International Finance B.V. als Emittentin eigen

sind ...............................................................................................................................33

Risiken, die den Wertpapieren eigen sind ....................................................................34
Abschnitt E
Angebot von Wertpapieren ...........................................................................................35
Risk Factors
......................................................................................................................................36
Risk Factors regarding Deutsche Telekom AG ......................................................................................36
Risk Factors regarding Deutsche Telekom International Finance B.V. .................................................45
Risk Factors regarding the Notes ...........................................................................................................46
Deutsche Telekom AG as Issuer and Guarantor ...................................................................................48
Deutsche Telekom International Finance B.V. as Issuer .......................................................................84
Consent to the Use of the Prospectus ....................................................................................................88
General Description of the Programme ..................................................................................................89
Issue Procedures ....................................................................................................................................91
English Language Terms and Conditions ..............................................................................................93

Option I Terms and Conditions that apply to Notes with fixed interest rates .................................93

Option II - Terms and Conditions that apply to Notes with floating interest rates ...........................109
German Language Version of the Terms and Conditions ....................................................................126

Option I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung .........................127

Option II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ...................145
English Language Guarantee ...............................................................................................................164
Non-binding translation of the Guarantee into German .......................................................................167
Form of Final Terms/Muster der Endgültigen Bedingungen ................................................................170
Taxation
....................................................................................................................................185
General Information ..............................................................................................................................195
Selling Restrictions ...............................................................................................................................195
Use of Proceeds ...................................................................................................................................197
5

Listing and Admission to Trading Information ......................................................................................198
Authorisation ....................................................................................................................................198
Incorporation by Reference / Documents on Display ...........................................................................199
Names and Addresses .........................................................................................................................201
6

Summary
Summaries are made up of disclosure requirements known as "Elements". These elements are
numbered in Sections A E (A.1 E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for
this type of Notes and Issuer. Because some Elements are not required to be addressed, there may
be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of Notes
and Issuer, it is possible that no relevant information can be given regarding the Element. In this case,
a short description of the Element is included in the Summary with the mention of "not applicable".
[The Summary contains options, characterised by square brackets or typesetting in italics (other than
the respective translations of specific legal terms), and placeholders regarding the Notes to be issued
under the Programme. The summary of the individual issue of Notes will include the options relevant
to this issue of Notes as determined by the applicable Final Terms and will contain the information,
which had been left blank, as completed by the applicable Final Terms.]1
Element
Section A Introduction and warnings
A.1
Warnings
Warning that:
this Summary should be read as an introduction to the
Prospectus;
any decision to invest in the Notes should be based on
consideration of the Prospectus as a whole by the
investor;
where a claim relating to the information contained in the
Prospectus is brought before a court, the plaintiff investor
might, under the national legislation of the Member State,
have to bear the costs of translating the Prospectus,
before the legal proceedings are initiated; and
civil liability attaches only to the Issuer which has tabled
the Summary including any translation thereof, but only if
the Summary is misleading, inaccurate or inconsistent
when read together with the other parts of the Prospectus
or it does not provide, when read together with the other
parts of the Prospectus, key information in order to aid
investors when considering whether to invest in the
Notes.
A.2
Consent to the use of [Each Dealer and/or each further financial intermediary
the Prospectus
subsequently resel ing or finally placing the Notes is entitled
to use the Prospectus for the subsequent resale or final
placement of the Notes during the offer period for the
subsequent resale or final placement of the Notes from [] to
[], provided however, that the Prospectus is stil valid in
accordance with Article 11(2) of the Luxembourg Law relating
to prospectuses for securities (Loi relative aux prospectus
pour valeurs mobilières), as amended, which implements
Directive 2003/71/EC of the European Parliament and of the

1 To be deleted for the summary of an individual issue of Notes.
7

Council of 4 November 2003 (as amended).
The Prospectus may only be delivered to potential investors
together with all supplements published before such delivery.
Any supplement to the Prospectus is available for viewing in
electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu) and on the website of Deutsche
Telekom AG (http://www.telekom.com/investor-relations/debt-
market/dip-mtn-program/64276).
When using the Prospectus, each Dealer and/or relevant
further financial intermediary must make certain that it
complies with all applicable laws and regulations in force in
the respective jurisdictions.
In the event of an offer being made by a Dealer and/or a
further financial intermediary the Dealer and/or the
further financial intermediary shall provide information
to investors on the terms and conditions of the Notes at
the time of that offer.] [Not applicable. No consent has been
given.]

Element
Section B [Issuer] [Guarantor]
B.1
Legal and commercial
Deutsche Telekom AG ("Deutsche Telekom AG").
name
B.2
Domicile / Legal form /
Deutsche Telekom AG is a private stock corporation
Legislation / Country
organised under German law registered with the local court
of incorporation
(Amtsgericht) of Bonn in the country of incorporation, Federal
Republic of Germany. The registered office is located at
Friedrich-Ebert-Al ee 140, 53113 Bonn, Federal Republic of
Germany.
B.4b
Known trends
Intense competition in all areas of Deutsche Telekom's
affecting the Issuer
business, which could lead to reduced prices for its products
and the industries in
and services.
which it operates
Deutsche Telekom Group remains subject to sector-specific
market regulation. The national regulatory authorities have
extensive powers to intervene in product design and pricing,
with significant effects on operations.
B.5
Description of the
Deutsche Telekom AG is the parent company of the
Group and the Issuer's Deutsche Telekom Group ("Deutsche Telekom Group").
position within the
Group

B.9
Profit forecast or
Not applicable. No profit forecast or estimate are included.
estimate
B.10
Nature of any
Not applicable. The auditors' reports on the audited
qualifications in the
consolidated financial statements of Deutsche Telekom AG
audit report on
for the financial years ended 31 December 2015 and
historical financial
31 December 2014 do not include any qualifications.
information
8

B.12
Selected historical key financial information of Deutsche Telekom Group

2015
2014
Change
billions of EUR billions of EUR
-compared to

prior year
percenta
REVENUE AND EARNINGS

Net revenue
10.5
69.2
62.7
Of which: domestica

percent
(3.7)
36.2
39.9
Of which: internationala

percent
3.7
63.8
60.1
Profit (loss) from operations (EBIT)
(3.0)
7.0
7.2
Net profit (loss)
11.3
3.3
2.9
Net profit (loss) (adjusted for special factors)e
69.8
4.1
2.4
EBITDA b,c
3.2
18.4
17.8
EBITDA (adjusted for special factors)b,c, e
13.3
19.9
17.6
EBITDA margin (adjusted for special factors)a, e
percent
0.8
28.8
28.0

PROFITABILITY
ROCE

percent
(0.7)
4.8
5.5

STATEMENT OF FINANCIAL POSITION
Total assets
11.3
143.9
129.4
Shareholders' equity
12.0
38.2
34.1
Equity ratioa

percent
0.2
26.5
26.3
Net debtc
11.9
47.6
42.5
Relative debt (Net debt/EBITDA (adjusted for special factors))a,b, e
n.a.
2.4
2.4

CASH FLOWS
Net cash from operating activities
12.0
15.0
13.4
Cash capex
(23.4)
(14.6)
(11.8)
Free cash flow (before dividend payments, spectrum investment)d
9.8
4.5
4.1
Net cash used in investing activities
(39.5)
(15.0)
(10.8)
Net cash (used in) from financing activities
74.5
(0.9)
(3.4)

EMPLOYEES
Average number of employees (full-time equivalents,
without trainees)

thousands
(0.8)
226
228
Revenue per employeea

thousands of EUR
11.4
305.9
274.5
a Calculated on the basis of millions for the purpose of greater precision. Changes to percentages expressed
as percentage points.
b
Deutsche Telekom defines EBITDA as profit/loss from operations before depreciation, amortisation and
impairment losses.
9

c
EBITDA, EBITDA adjusted for special factors, net debt, and free cash flow are non-GAAP figures not
governed by the International Financial Reporting Standards (IFRS). They should not be viewed in isolation
as an alternative to profit or loss from operations, net profit or loss, net cash from operating activities, the
liabilities reported in the consolidated statement of financial position, or other Deutsche Telekom key
performance indicators presented in accordance with IFRS.
d Deutsche Telekom has defined free cash flow as cash generated from operations less interest paid and net
cash outflows for investments in intangible assets (excluding goodwill) and property, plant and equipment.
e Special factors mainly comprise staff-related measures, non-staff-related restructuring, effects on earnings
from business combinations and other transactions and impairment losses.

No Material adverse
There has been no material adverse change in the prospects
change in the
of Deutsche Telekom AG since 31 December 2015.
prospects of the
Issuer
Significant change in
Not applicable. There has been no significant change in the
the financial and
financial or trading position of Deutsche Telekom AG since
trading position
31 December 2015.
B.13
Recent events
On 5 February 2015, Deutsche Telekom and the French
telecommunications operator Orange reached an agreement
with the British telecommunications operator BT on the sale
of the EE joint venture. The transaction was approved by the
United Kingdom's Competition and Markets Authority (cma)
in January 2016, unconditionally and without remedies.
Deutsche Telekom and Orange consummated the transaction
on 29 January 2016 at an adjusted purchase price of GBP
13.2 bil ion. In return for its stake in the EE joint venture,
Deutsche Telekom received a financial stake of 12 percent in
BT and a cash payment of GBP 25.7 mil ion. Since closing
Deutsche Telekom is the largest shareholder in BT.
B.14
Please see Element B.5
Statement of
Not applicable. Deutsche Telekom AG is not dependent upon
dependency upon
other entities within the Deutsche Telekom Group.
other entities within
the group
B.15
Principal activities
Deutsche Telekom Group, in which Deutsche Telekom AG is
the parent company, is one of the world's leading service
providers in the telecommunications and information
technology industry and offers its customers a wide variety of
products and services for connected life and work. In addition
to the core business (traditional fixed-network and mobile
access), Deutsche Telekom Group is tapping new growth
areas with investments in intelligent networks and its portfolio
of IT, Internet, and network services.
Deutsche Telekom Group has four operating segments
whose business activities are assigned in three segments by
region (Germany, Europe and the United States) and in one
segment by customer and product.
Deutsche Telekom AG's business activities relate primarily to
all areas of telecommunications, information technology,
multimedia, information and entertainment.
10