2022
ANNUAL
REPORT
“We used the pandemic to set ourselves
up as solidly as possible for the time
to come. Today TUI is leaner and more
efficient than ever. The aim now is to
implement the measures we agreed on
properly and very swiftly. The formula is:
new products, additional customers,
increasing market share. For customers
that means more choice, more per -
so nalised options and greater flexibility.
TUI
will be their partner for holidays,
leisure and experiences – not only when
they are travelling, but in their home
countries too.”
Sebastian Ebel, Chief Executive Officer of TUI AG
3
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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Contents
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with Sebastian Ebel
10 Group Executive Committee
11 Report of the Supervisory Board
18 Report of the Audit Committee
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the Executive Board and
Report on expected Developments
56 Business Review
78 Non-financial Declaration of
TUI Group
97 Annual financial Statements of
TUIAG
100 Information required under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
108 Supervisory Board and Executive Board
112 Statement on Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial Statements
156 Consolidated Income Statement
156 Earnings per share
156 Consolidated Statement of Comprehensive Income
157 Consolidated Statement of Financial Position
158 Consolidated Statement of Changes in Equity
160 Consolidated Cash Flow Statement
161 Notes
259 Responsibility Statement by Management
260 Independent Auditor’s Report
267 Report of the Independent Auditor Regarding the
consolidated non-financial statement
269 Forward-Looking Statements
4
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with Sebastian Ebel
10 Group Executive Committee
11 Report of the Supervisory Board
18 Report of the Audit Committee
1
5
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Financial Highlights
TUI Group– financial highlights
€ million
2022
2021
Var. %
Var. %
at constant
currency
Revenue 16,544.9 4,731.6 + 249.7 + 247.4
Underlying EBIT
1
Hotels & Resorts 480.6 – 152.7 n. a. n. a.
Cruises 0.8 – 277.5 n. a. n. a.
TUI Musement 23.2 – 105.3 n. a. n. a.
Holiday Experiences 504.6 – 535.4 n. a. n. a.
Northern Region – 101.6 – 965.8 + 89.5 + 90.6
Central Region 87.8 – 328.6 n. a. n. a.
Western Region – 31.5 – 176.6 + 82.1 + 79.8
Markets & Airlines – 45.3 – 1,470.9 + 96.9 + 97.1
All other segments – 50.5 – 69.1 + 26.9 + 28.2
TUI Group 408.7 – 2,075.5 n. a. n. a.
EBIT
1
320.0 – 2,012.8 n. a.
Underlying EBITDA 1,224.6 – 1,145.2 n. a.
EBITDA
2
1,203.3 – 1,000.4 n. a.
Group loss – 212.6 – 2,480.9 + 91.4
Earnings per share € – 0.17 – 2.58 + 93.4
Net capex and investment 315.9 – 699.1 n. a.
Equity ratio (30 Sept)
3
% 4.2 – 3.0 + 7.2
Net financial position (30 Sept) – 3,436.2 – 4,954.2 + 30.6
Employees (30 Sept) 61,091 50,584 + 20.8
Due to rounding, some of the figures may not add up precisely to the stated totals, and percentages may not precisely reflect the absolute
figures. All change figures refer to the previous year, unless otherwise stated.
This Annual Report 2022 of the TUI Group was prepared for the reporting period from 1 October 2021 to 30 September 2022.
1
We define the EBIT in underlying EBIT as earnings before interest, income taxes and result of the measurement of the Group’s interest
hedges. For further details please see page62.
2
EBITDA is defined as earnings before interest, income taxes, goodwill impairment and amortisation and write-downs of other intangible
assets, depreciation and write-downs of property, plant and equipment, investments and current assets.
3
Equity divided by balance sheet total in %, variance is given in percentage points.
“We are
entering
a new
phase
for TUI.”
In 2022
TUI
put the Covid crisis of recent years behind it.
Last year‘s positive development brings momentum for
the future – even in times of geopolitical and macroeconomic
challenges. Today the Group is leaner and more efficient
than ever. Sebastian Ebel, Chief Executive Officer since
October 2022, tells us where the company is now placing
the focus and what he expects for the future.
INTERVIEW WITH SEBASTIAN EBEL
6
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
7
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
In the completed financial year 2022, TUI put the Covid crisis
of the last few years behind it. You were heavily involved in
that crucial period as CFO and since the start of October you
have been Group CEO. How should we rate this financial year
for TUI?
Basically we didn’t really kick off operationally until the summer
began. The first six months were still very much under the influence
of the Covid restrictions. There is also Russia’s war of aggression
against Ukraine. But in summer we got off to a great start. It was a
strong Summer season for us, especially in the fourth quarter. In
Q4 our adjusted earnings hit the billion euro mark. Taking the year as
a whole, our figures are significantly in the black, with € 409 million in
adjusted
EBIT.
We announced that we would do that and we delivered.
Apart from that, our finances are solid and we had a strong cash
flow, so in summer we didn’t have to draw on the KfW credit facility
either. That positive development gives us strong momentum for the
future, even in times that are going to stay challenging for geopolitical
and macroeconomic reasons. We are entering a new phase for
TUI.
The strategy is in place – and now we are going to implement it. We
want to grow profitably again.
But the German government is still engaged with TUI via finan-
cial assistance in various forms, with a Silent Participation,
a warrant bond and credit lines amounting to about two billion
euros. How much crisis does TUI still need to work off?
We have surmounted the existential crisis, it’s behind us. Of course,
we still have homework to do as a consequence of the pandemic, further
cutting our debt, refinancing, strengthening the balance sheet. But
our operational focus is set clearly on returning to profitable growth. We
are gradually pruning back the state engagement – the agreement
with the ESF and the planned capital increase to follow the AGM are
the next logical steps back to normality and complete financial
independence. The pandemic confronted the whole sector with the
crisis of a century and without those government bail-out packages
TUI would hardly have survived. We are grateful for that support.
However, if you look at how much we actually drew down from those
packages, you can see that we have come through the crisis in robust
shape. The credit lines are like a bank overdraft – you can make use
of it but you don’t have to. Whatever happens, it gives you extra security
in a difficult situation. TUI didn’t receive any gifts from the state.
We pay interest on any drawdowns. In the end, the engagement paid
off well for the public budget and the taxpayer. By the end of our
financial year alone, the German government has received around
€
300million in interest from us.
Let’s take another look back. Summer turned out much
better than originally expected. But not every player in tourism
was ready for that…
All of us – TUI, hotels, cruise lines, airlines and many other partners –
have a fantastic mission: our customers trust us with the best time of
their year. We get to design their holiday and to accompany them. I’ve
been in tourism for many years now, and to me that still feels like a
particular privilege. It motivates me afresh each day. But naturally
it also brings responsibility. This summer, unfortunately, not all our
partners were equally well prepared for the travel period. The over-
whelming majority of
TUI holidays ran smoothly for our guests but
there were a few dissatisfied customers. In the UK, for example, at the
start of the Summer season there was disruption to almost 4 % of
our flight schedule. Bottlenecks were the ground handling services and
security checks at airports. The latter task is run by the state, but
it needs to invest in more people and new technology and put them
to
good use. Quite rightly, our customers have great expectations of
their holiday experience with TUI. And our ambition is not just to meet
those great expectations but to surpass them. I am sorry that this
summer we didn’t always manage to do that. Our teams made up for
a lot. Our staff demonstrated the true
TUI spirit so as to keep the
impact to a minimum for customers. That’s why I want to extend a warm
thank you at this point to our colleagues who gave their all for our
customers over the summer, often in adverse circumstances – whether
in the travel agencies, in the call centres, at the airports, on board
our planes and ships, locally in our hotels and destinations, or in other
fields.
Let’s talk about your new role. What were the first things
you did as the new CEO of TUI? What will stay the same and
what will be different under Sebastian Ebel?
TUI was a very successful company before Covid. We had built up a
highly successful commercial hotel and cruise business and expanded
hugely. The number of hotels we run under our own TUI hotel
brands
has risen in the last nine years from nearly 200 to about 400.
TUI invested capital and paid handsome dividends. We were an
attractive investment and we will be again. No company can make pro-
vision for its business being put completely on hold for two years.
Re
ally, we should have been able to see the success of our truly mas-
sive transformation reflected in our business data for 2019 and 2020.
But then we had first of all the temporary suspension of the Boeing
737 Max in 2019 and then in 2020 the pandemic. We used the pandemic
to set ourselves up as solidly as possible for the time to come. Today
TUI is leaner and more efficient than ever. The aim now is to implement
the measures we agreed on properly and very swiftly. That’s where my
focus lies, that’s where our focus lies as a team.
Where is the growth to come from – existing business areas
or new ones?
Both. In the Markets & Airline segment we plan to gain market share.
Our product portfolio will expand significantly. The classic package
tour is becoming more diverse and more flexible. We do “dynamic”
“We are entering
a new phase for
TUI. The strategy
is in place – and
now we are going
to implement it.
We want to grow
profitably again.”
8
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
packaging by combining cheap flights with available hotels, even at
short notice. That way we can create new products that people didn’t
tend to come to
TUI for in the past, like city breaks. In addition, we
will be offering certain travel products as stand-alones, such as hotel
stays, flights, car hire, but also, of course, the activities and experiences
provided by TUI Musement. That includes excursions in a holiday
destination, but also, for example, tickets for a local museum. The
formula is: new products, additional customers, increasing market share.
For customers that means more choice, more personalised options
and greater flexibility. TUI will be their partner for holidays, leisure and
experiences – not only when they are travelling, but in their home
countries too.
Reading the strategy section in this Annual Report, the concept
“holiday experiences” crops up a lot. What does it mean and
what are your plans for that segment?
I was personally in charge of those activities until I took over as TUI’s
CFO in 2020, so I was able to forge them into a growth segment for
TUI together with the teams from Hotels, Cruises and Musement. What
we do there is pool all the holiday experiences “made by TUI” – our
Hotels & Resorts, our cruise liners and the tours, excursions and
activities that we create and curate in the destinations. So this is where
we design the unique
TUI holiday experience for our guests. The
aim is to expand this differentiated product portfolio with our strong
brands. In the last ten years the segment has come on extremely
well and now it is one of the growth drivers in the Group. We intend
to build on that. Unique holiday products combined with the distri-
bution power in our source markets – online and in the travel agencies:
in future that will be the basis for our profitable growth.
How does that work with TUI hotels?
In the Hotels & Resorts segment we want to carry on growing – both
with the successful hotel brands we already have and by launching
new brands to broaden our portfolio further. We are looking at desti-
nations where we already operate – but also of course at places
where there are no
TUI hotels yet. This growth is based on what we
call our asset-right approach, which means that we don’t have to
actually own the real estate in order to manage a TUI hotel successfully.
We are building on our portfolio by means of our joint ventures, the
recently created TUI Global Hotel Fund and the expansion we are pur-
suing along with management and franchise partners.
TUI should
develop as other big hotel chains are doing. Hilton, Marriott and Hyatt,
for example, don’t usually own the hotel buildings. They design and
manage hotel brands, hotel experiences. That is the skill that we and
our partners bring.
And in cruises?
We are growing there too, especially with the new vessels that have
been announced by our very successful joint venture
TUI Cruises.
Those investments, by the way, were agreed before the pandemic.
At the same time we want to rejuvenate the British Marella fleet
and to cap it all we will use a multi-channel distribution strategy to
boost the earnings and occupancy rate of all our liners.
A portfolio of hotels and ships can be expanded by acquiring
new assets, but what about TUI Musement? Where does the
growth come from there?
Experiences are a global trend – people want to experience things
rather than own things. We can offer our customers an infinite number
of experiences and activities – while they are travelling of course, but
at home too. From an evening at a musical or a visit to a museum to a
family outing at a theme park or an e-bike tour in their own town.
With its digital platform
TUI Musement will be building hugely on its
range of products so that it can cater for the growing customer
demand for experiences. TUI Musement will be a partner at the holiday
destination, just like at home. Take leisure activities: TUI Musement
will have attractive products to offer on 365 days of the year, not just
during the fortnight spent on holiday.
You also want to take more care of customers in future, to
place them more centre stage?
They already are centre stage. After all, we sell them unique experiences,
their “best time of the year”. That is the core of our brand. But we
can personalise things more and make them more user-friendly by
simplifying the customer experience in the digital sphere – for example,
by giving people a single customer account, harmonising the pay-
ment procedure and pitching all our TUI products together, including
flights and hotels. The linchpin of all this is our TUI App. This one-
stop customer management system enables us to link our strengths
across all segments and generate additional growth. That enhances
the customer experience – and with it the business. It is a win-win
situation. That is a focus. In future our work will be app-centred: one
app, one click, but with the full diversity of our product and brand
universe.
“TUI will be their
partner for holidays,
leisure and experi-
ences – not only
when they are trav-
elling, but in their
home countries too.”
9
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI is a people business. You sell experiences, special moments.
And there are always real people behind that to make it
happen, TUI people. What role do they play in implementing
the Group strategy?
The team makes the difference – our people are key to TUI’s success.
Customers don’t deal with “
TUI” or with management. Customers
experience
TUI through our employees in distribution, on the plane,
on the ship, at the hotel or during the excursion, or through the
local reps in our destinations. They are the hosts who define our cus-
tomers’ holidays. And they do that with passion and tremendous
commitment. That’s why it matters to me that we make it clear who
we want to be as a company and what it means to work for
TUI.
It’s about culture, diversity, opportunities, and even the way we work.
That includes mobile and flexible working, the right technical
equipment. But also “TUI Workwide”: people in roles that allow for
it can spend up to 30 days a year working from another country.
It’s been a success story for us: more than 1,000
TUI employees have
already spent 14,500 days working from abroad. It creates better
understanding for other cultures and countries and often makes it
easier to reconcile family and career. The modern world of work relies
more than anything on a culture of trust. That is also the basis for
“
TUI Workwide”.
Another important aspect is diversity ...
… and that means a lot to me! Our employees can “come as they are”
at
TUI. They are confirming that to us in the surveys. Contributing
different perspectives and accepting them might perhaps be harder
work, but it broadens our horizons and results in novel solutions,
often much better ones. We must make good use of that potential.
You yourself raise the issue of sustainability at almost every
meeting. Do you think TUI is lagging behind?
For years now TUI has been a pioneer on sustainability. But it isn’t
enough to rest on your laurels because the challenges are getting bigger
too. We have to break out of the vicious circle whereby growth
means more emissions. We have set ourselves ambitious targets for
every segment, we have committed to the Science-Based Target
Initiative and we will provide regular, transparent progress reports. In
some areas, such as our hotels and office buildings, we will achieve
our goal of cutting carbon emissions quickly. Technology is advancing
fast here. At our new
TUI Campus in Hanover, for example, we will
generate most of our power from photovoltaics. That investment will
pay off within very few years. The sustainability goals that we have
defined for ourselves will require effort, but we will achieve them. The
important thing is to tackle the challenge with determination and take
a holistic view of sustainability in all its dimensions – environmental,
social and economic. For us sustainable transformation is not a threat
but an opportunity.
How are you going about this sustainable change? Can you give
us an example?
On Rhodes we are currently working on the blueprint for a sustainable
destination together with the South Aegean administration and
the TUI Care Foundation. We are already getting enquiries from other
destinations. They often refer to the formal or legislative framework,
Green Deal, Paris Agreement, rules, requirements. But is that the only
reason we are doing it? No, it’s a matter of conviction, attitude. We
have to recognise that more sustainability and the path to climate
neutrality present genuine opportunities. We are working on that in the
company. That’s also why I want us to fulfil our targets ahead of the
required date. 2050 is definitively too late.
Every CEO fosters a personal style of leadership. How do
you go about winning people for the journey? And what do you
expect from your crew?
I think it’s important to give people space and the right resources for
their project. Naturally, that comes together with a duty to meet
targets as effectively as possible or to speak up if something can’t be
achieved as planned. A red light on a project dashboard is only a
problem if people don’t talk about it and put their heads together to
set it right. I value a culture of open exchange. But I believe it is equally
important to also deliver. We must deliver on what we promise. Strat-
egies are fine but implementation is the key to success.
How optimistic are you looking ahead?
Summer 2022 was very encouraging. Even though the restrictions were
lifted late, our bookings were at a good 90 per cent of the 2019level,
so almost the volume we had before the pandemic, while our average
earnings were significantly higher. We can see the same trend for
Winter. Travelling means a lot to people. The figures show that our
model is intact. We have defined the growth areas. We have a clear
strategy and we are putting it into practice. For many years I held an
office in professional football and in a recent interview with a daily
newspaper I put it like this: It is far cooler to win than to draw or lose.
Or to quote the claim coined by our HR Director: Let’s TUI it!
“I value a culture
of open exchange.
But I believe it is
equally important
to also deliver. We
must deliver on
what we promise.”
10
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
PETER KRUEGER
Executive Board Member
Chief Strategy Officer & Chief Executive
Officer Holiday Experiences
MARCO CIOMPERLIK
Chief Airline Officer
THOMAS ELLERBECK
Group Director Corporate & External
Affairs & Chief Sustainability Officer
Please refer to our website
for CVs www.tuigroup.com/
en-en/about-us/about-tui-
group/management
ERIK FRIEMUTH
Chief Marketing Officer
&
Managing Director
TUI Hotels & Resorts
MATHIAS KIEP
Executive Board Member
Chief Financial Officer
SEBASTIAN EBEL
Chief Executive Officer
ELIE BRUYNINCKX
Chief Executive Officer
Western Region
DAVID BURLING
Executive Board Member
Chief Executive Officer Markets & Airlines
PETER ULWAHN
Chief Executive Officer TUIMusement
DRNINA SCHERF
Group Director Legal,
Compliance & Board Office
SYBILLE REISS
Executive Board Member
Chief People Officer / Labour Director
Group Executive Committee as of 1 November 2022
11
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Report of the Supervisory Board
Dear Ladies and Gentlemen,
Dear Shareholders,
After two and a half very challenging years in the wake of the global COVID-19 pandemic, the past financial
year was marked by a recovery of our business. As a result, we were finally able to report a positive operat
ing
result again.
Right at the beginning of the year, we completed another capital increase and thus took a step towards
strengthening our balance sheet structure. Together with continued strict cost discipline and targeted work
ing
capital management, our liquidity profile improved significantly. This was also rewarded by the rating agencies
with an upgrade in each case. However, this alone was not enough, and we were able to take another impor
tant
step towards the refinancing of the Group with the placement of a second capital increase in May2022.
Overall, we have not only significantly reduced debt but also repaid part of the government stabilisation funding.
The pandemic repeatedly posed operational challenges for us with new virus variants and rising incidence
rates. Although the general conditions for tourism have increasingly improved, positive booking developments
were repeatedly affected by the pandemic at short notice. Vaccination campaigns in source markets and
destinations continued to progress and customers showed a high interest in and a significant pent-up demand
for travel. The booking momentum, in particular for the Summer 2022 programme, reflected the trust of our
customers in the quality and reliability of our service and the TUI brand. We consistently aligned our products
and services with the needs of our customers, who continued to book their holidays at shorter notice and
wanted a high degree of flexibility. As a result, we were able to complete a Summer 2022 programme that
almost matched the pre-pandemic level of 2019.
The clear pent-up demand for holidays was very pleasing. But the tight situation in the labour markets also
repeatedly posed challenges for the tourism industry to cover these in the completed financial year. In spring
and summer 2022, disruptions in flight operations dominated the headlines, especially at numerous airports
in the source markets. Staff shortages in ground handling and security personnel or breakdowns at third-party
providers were among the reasons why departures were delayed or had to be cancelled.
TUI was affected,
too, and took immediate action to minimise the impact on customers. In particular, the focus was on avoiding
cancellations.
DR DIETER ZETSCHE
Chairman of the Supervisory Board
12
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The booking development was largely unaffected by the war in Ukraine. Nevertheless, the situation had an
impact on our Group: Our long-standing major shareholder Mr Alexey Mordashov was added to the list of
natural and legal persons affected by the
EU sanctions on 28 February 2022. As a consequence, Mr Alexey
Mordashov resigned from the Supervisory Board of
TUIAG on 2 March 2022. He had been elected to the
Supervisory Board in 2016 and was also a member of the Presiding Committee, the Nomination Committee
and the Strategy Committee. In addition, Mr Vladimir Lukin resigned from the Supervisory Board of
TUIAG
with immediate effect on 3 March 2022. Mr Vladimir Lukin had been a member of our Supervisory Board
since 2019 and was a member of the Audit Committee and the Strategy Committee. The Supervisory Board
immediately dealt with filling the vacancies that had arisen and was able to recruit excellent candidates for
the Group in Ms Helena Murano and Mr Christian Baier, who have enriched the work of
TUI’s Supervisory
Board with their expertise and experience since their appointment by court order on 31 May 2022. Both will
be proposed for election to the Supervisory Board at the next Annual General Meeting. In addition,
MsCarola Schwirn had resigned from her mandate as ver.di trade union representative with effect from the
end of 28 February 2022. Ms Sonja Austermühle was nominated as her successor and appointed by court
order on 1 April 2022.
In June, our
CEO Mr Friedrich Joussen decided to exercise his right of resignation. This had been granted to
him in connection with the implementation of the conditions of the COVID-19 stabilisation measures in
September 2020. The Presiding Committee and also the Supervisory Board had dealt with the succession in
time, so that Mr Friedrich Joussen was able to hand over the chairmanship of the Executive Board to the
current Chief Financial Officer Mr Sebastian Ebel as of 1 October 2022 after around ten years at the helm of
the Group. We are extremely grateful to Mr Friedrich Joussen for his commitment and the trusting cooper-
ation over the past years. The merger with
TUITravel, the transformation of the Company into an integrated
tourism group and the very good crisis management in the pandemic years will be associated with the name
of Mr Friedrich Joussen. We wish the new
CEO Mr Sebastian Ebel all the very best for his task. We are
convinced that his entrepreneurial and strategic approach makes him an excellent choice for the new start
after the
COVID-19 pandemic. The same applies to our new CFO Mr Mathias Kiep, who played a central role
in the crisis team during the pandemic and made an important contribution to reducing debt and refinancing
the Group.
Before I move on to the Report of the Supervisory Board, I would like to thank you, dear shareholders, most
sincerely on behalf of the entire Supervisory Board. In the completed financial year, you again expressed
your support and confidence in
TUI. In particular, by approving the renewal of the capital resolutions at the
Annual General Meeting in February 2022, you have provided management with the necessary flexibility to
be able to act at any time in a challenging environment.
2022 was a very important financial year for overcoming the
COVID-19 crisis and it was the first year since
the outbreak of the pandemic with a clearly positive operating result. It is now important to consistently
continue on the path we have chosen and to react flexibly to the challenges ahead as an integrated tourism
group and digital platform company. We have made good use of the pandemic years and are well positioned
to return to the growth path with a further strengthening of the balance sheet and clear ambitions in terms
of product, service and profitable growth of the business segments.
Cooperation between the Supervisory Board and the Executive Board
The Executive Board and the Supervisory Board are closely guided by the principles of responsible and good
corporate governance and work together in a spirit of trust in accordance with the principles set out in the
Corporate Governance Report (page107). In doing so, the Supervisory Board has primarily monitored the
lawfulness, regularity, expediency and efficiency of the management and the Executive Board, with a significant
focus on managing the impact of the
COVID-19 pandemic. Further details can be found in the report below.
The Executive Board kept us regularly, promptly and comprehensively informed by means of written and
oral reports at and between meetings. The reports included all relevant information on the development and
implementation of strategic goals, liquidity development, planning, business development during the year
and the situation of the Group, the risk situation and risk management, compliance, but also reports from
the capital markets (e. g. from analysts) and the press. In financial year 2022, the focus was on the ongoing
management of the challenges related to the
COVID-19 pandemic and the associated structural and financial
consequences. The impact of the sanctioning of a strategic investor and the implications of the significant
increase in inflation in the source markets and destinations were also the subject of discussion. The Super-
visory Board was involved in all decisions of fundamental importance to the Company in a timely manner.
We passed the resolutions required by law, the Articles of Association or the Rules of Procedure after thor-
ough consultation. For this purpose, we regularly prepared ourselves on the basis of documents that the
Executive Board made available to the Supervisory Board and the committees in advance. The Executive
Board also informed the Supervisory Board immediately about urgent issues in writing and at extraordinary
meetings convened at short notice. As Chairman of the Supervisory Board, I was also regularly informed by
the Executive Board about the current business situation and important business transactions in the
company outside of the Supervisory Board meetings.
Deliberations in the Supervisory Board and its Committees
Prior to the Supervisory Board meetings, the shareholder and employee representatives met in separate
preparatory meetings. Members of the Executive Board also regularly participated in these meetings.
Discussions of Executive Board and Supervisory Board matters take place without the members of the
Executive Board, unless otherwise requested by the members of the Supervisory Board. All members of the
Supervisory Board may also submit to the Chairman of the Supervisory Board the need to discuss an item
on the agenda without the presence of the Executive Board. In addition, the agenda of each meeting of the
Supervisory Board provides for a separate agenda item, irrespective of the topic, for which the members of
the Executive Board are not present. Members of the Supervisory Board may raise all topics to be discussed
without the Executive Board within the scope of this agenda item.
13
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
In addition to the plenum, a total of four committees were in place in the past financial year: the Presiding
Committee, the Audit Committee, the Strategy Committee and the Nomination Committee. At its meeting
in September 2022, the Supervisory Board decided to deal with strategy issues only in the plenary in future
and to dissolve the Strategy Committee at the end of financial year 2022 accordingly. The Mediation
Committee to be formed in accordance with Section 27 (3) of the German Co-determination Act did not
have to meet. The chairpersons of the committees report regularly and in detail on their work at the
ordinary meetings of the Supervisory Board. A Transaction Committee set up by the Supervisory Board and
consisting of Dr Zetsche, Mr Jakobi and Prof. Dr Ernst met in connection with the use of financing instru-
ments. This made it possible to pass resolutions at very short notice within the framework granted by the
Supervisory Board, insofar as this was necessary. All documents and the minutes of the Transaction Com-
mittee meetings were always accessible to all members of the Supervisory Board. In addition, the meetings
were reported on at the respective subsequent Supervisory Board meetings. No additional remuneration or
attendance fees were paid for the meetings of the Transaction Committee.
Despite the numerous meetings, we were able to record a consistently high attendance rate at our deliber-
ations in financial year 2022, as in previous years. Attendance at the plenary meetings averaged 96.3 %
(previous year 95.0 %) and at the committee meetings 98.7 % (previous year 98.6 %). The vast majority of
the members of the Supervisory Board participated in all meetings of the Supervisory Board in financial
year 2022 and in the committee meetings in accordance with their respective membership. Members who
were unable to attend the meetings generally participated in the resolutions by sending proxy votes. The
timely distribution of documents by the Executive Board in advance of the meetings and the almost universal
avoidance of handouts made the preparation of the meetings much easier for the members of the Super-
visory
Board. Against the background of the COVID-19 pandemic, some Supervisory Board and committee
meetings were also held as video conferences. The video format was also used to ensure the availability of
Supervisory Board members for meetings scheduled at short notice. The exact distribution of in-person and
video conference meetings can be seen in the table below.
In addition to the members of the Supervisory Board, the
ESF also exercised its right to participate as a
guest at the meetings of the Supervisory Board and its committees after the second framework agreement
was concluded in January 2021, insofar as there was a relevant interest in accordance with the framework
agreement. After the election of Dr Dönges as a member of the Supervisory Board, this guest right was
exercised by individual representatives of the Finance Agency of the Federal Republic of Germany.
Attendance at meetings of Supervisory Board in financial year 2022
Attendance at meetings of Supervisory Board in financial year 2022
Supervisory
Board
meetings
Transaction
committees
Presiding
committee
Audit
committee
Nomination
committee
Strategy
committee
Meetings total 7 3 6 7 1 4
thereof virtual 5 3 4 4 0 3
Name
Dr Dieter Zetsche (Chairman) 7 (7) 3 (3) 6 (6)
1
7 (7) 1 (1)
1
3 (4)
1
Frank Jakobi (Deputy Chairman) 7 (7) 3 (3) 6 (6) 7 (7) 4 (4)
Ingrid-Helen Arnold 7 (7)
Sonja Austermühle (since 1April2022)
2 (3)
Christian Baier (since 31May2022) 2 (2) 3 (3)
Andreas Barczewski 7 (7)
Peter Bremme 7 (7) 6 (6)
Dr Jutta Dönges
2
7 (7) 2 (2) 7 (7) 0 (0) 4 (4)
Prof. Dr Edgar Ernst 6 (7) 3 (3) 6 (6) 7 (7)
1
1 (1) 4 (4)
Wolfgang Flintermann 7 (7)
Maria Garaña Corces 7 (7)
Stefan Heinemann 7 (7) 7 (7)
Janina Kugel 7 (7)
Vladimir Lukin (until 3March2022) 3 (3) 3 (3) 3 (3)
Coline Lucille McConville 4 (7) 4 (4)
Alexey A. Mordashov
(until 2March2022)
3 (3) 2 (3)
0 (0) 3 (3)
Helena Murano (since 31May2022) 2 (2)
Mark Muratovic 7 (7) 7 (7)
Carola Schwirn
(until 28February2022)
3 (3)
Anette Strempel 7 (7) 6 (6)
Joan Trían Riu 7 (7)
Tanja Viehl 7 (7)
Stefan Weinhofer 7 (7) 7 (7)
Attendance at meetings in % 96.3 100.0 97.1 100.0 100.0 96.2
Attendance at Committee
meetings in %
98.7
(In brackets: number of meetings held)
1
Chairperson of Committee.
2
Member of the Presiding and Nomination Committee since 10 May 2022.
14
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Main topics of the Supervisory Board’s work
The Supervisory Board held seven meetings. Of these, two were held as in-person meetings, while five were
held as video conferences. Furthermore, the respectively established Transaction Committees of the Super-
visory Board met three times, and two additional resolutions were passed by circular resolution. The following
main points were the subject of the individual meetings:
1. At its meeting on 6 October 2021, the Transaction Committee, established by the Supervisory Board,
approved the implementation of a capital increase.
2.
At its meeting on 6 October 2021, the Supervisory Board first reviewed the past financial year. In addition,
the Supervisory Board was informed about the implementation of a capital increase with subscription
rights and received a report from the Transaction Committee. Furthermore, the Supervisory Board
received an update on the current situation in the Group-owned airlines. Against the background of the
remuneration restrictions, the Supervisory Board also decided to waive the determination of the
individual
performance factor of the members of the Executive Board for the annual performance-
related remuneration of financial year 2021. The Supervisory Board also received a report on the initiation
of a Hotel Fund.
3. The meeting on 7 December 2021 initially included a discussion of the financial statements of the Group
and
TUIAG, each of which had obtained an unqualified audit certificate by the auditors, and the com-
bined Management Report for the Group. The Executive Board and the auditors were also present. The
Audit Committee had already dealt with these reports in detail on the previous day and also had the
opportunity to consult with the auditor without the Executive Board. We then approved the financial
statements prepared by the Executive Board and the combined Management Report for
TUIAG and the
Group. The annual financial statements for 2021 were thus adopted. The Supervisory Board also
approved the Report of the Supervisory Board, the Corporate Governance Report and the Remuneration
Report. In addition, the declarations of compliance with the German and UK Corporate Governance
Codes and the proposal to the Annual General Meeting to engage Deloitte GmbH Wirtschaftsprüfungs-
gesellschaft for the 2022 half-year and annual financial statements were adopted. The Supervisory
Board also approved the agenda for the Annual General Meeting on 8 February 2022 and, due to the
pandemic, decided to hold it virtually. Furthermore, the Personnel and Social Report was the subject of
this meeting and we received an update regarding the D&O insurance. In addition, the Supervisory Board
again dealt with the Hotel Fund.
4. By circular resolution on 20 January 2022, the Supervisory Board approved the sale of a joint venture.
5. The meeting of 7 February 2022 included explanations on the quarterly report and quarterly financial
report. In this context, the Executive Board gave an overview of the current accounting situation. Other
topics included the liquidity development and various long-term financing options for the Group. In
addition to preparing for the Annual General Meeting on 8 February 2022, the Supervisory Board was
also informed about the progress made in connection with the internal efficiency and cost savings
programme.
6. By circular resolution on 4 March 2022, the Supervisory Board approved an editorial amendment to the
Articles of Association as a result of the implementation of the Annual General Meeting resolutions.
7. The extraordinary meeting on 8 March 2022 dealt with the direct impact of the Russia-Ukraine conflict
on
TUIAG. The changes in the Supervisory Board due to the resignations of Mr Mordashov and Mr Lukin
were discussed. The meeting also dealt with the consequences for
TUI under sanctions law resulting from
the asset freeze and the prohibition to make funds or economic resources available. In addition, the
Executive Board provided an overview of the current booking situation and an update on key earnings
figures for the current financial year.
8. At the meeting on 10 May 2022, the Executive Board explained the report on the current financial year,
on the quarterly financial statements and on the first half of 2022, which the Audit Committee had
already dealt with on the previous day. In addition, the Executive Board gave an overview of the current
liquidity development and financial recovery. Other key topics of the meeting were an update on the
sustainability strategy and the
HR strategy as well as the process, timetable and potential volume of a
potential capital increase excluding subscription rights with the aim of repaying further state support.
The Supervisory Board approved the latter in principle and set up a Transaction Committee. In addition,
the Supervisory Board dealt with the specifications for determining the performance criteria of the indi-
vidual performance factor of the annual performance remuneration for financial year 2023 subject to the
application of the remuneration restrictions, after the Presiding Committee had already discussed the
topic. In addition, the Supervisory Board dealt with succession planning in the context of Executive
Board matters. In addition, two new members constituting shareholder representatives on the Super-
visory Board, Mr Baier and Ms Murano, were proposed for election to the Supervisory Board as successors
to Mr Mordashov and Mr Lukin, with the Executive Board being asked to submit the application for court
appointment to the competent local court by the end of the 2023 Annual General Meeting. In addition,
the vacancies on the Presiding, Nomination, Audit and Mediation Committees of the Supervisory Board
as a result of the resignations of Mr Mordashov, Mr Lukin and Ms Schwirn were filled.
9. At its meetings on 16 and 17 May 2022, the Transaction Committee approved the measures required for
the placement of the capital increase and the implementation within the scope of its authority assigned
by the Supervisory Board.
10. At its meeting on 27 June 2022, the Supervisory Board, following the execution of Mr Joussen right to
resign, decided on the appointment of Mr Ebel as Chief Executive Officer and Mr Kiep as Chief Financial
Officer, both with effect from 1 October 2022. The Supervisory Board also approved the early extension
of Mr Burling’s contract as
CEO Markets & Airlines. Furthermore, the Supervisory Board was informed
about the operational challenges at British and European airports and the associated effects on the
Group as well as possible mitigation measures.
11.
At its strategy meeting on 14 September 2022, the Supervisory Board received an update on the strategic
orientation and developments in the individual company segments. There was also a discussion on the
People Strategy and an
ESG update.
15
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
On the second day of its regular meeting on 15 September 2022, the Supervisory Board received an
update on the liquidity and financial profile of the Group. In addition, the Board approved the budget for
the coming financial year and the three-year plan and took note of the report on security, health and
safety. In addition, the Supervisory Board discussed, among other things, the amended business alloca-
tion plan and resolved on the target values for the annual performance-related remuneration for the
following financial year subject to the application of the remuneration restrictions. The Supervisory
Board discussed the determination of the performance criteria for individual performance, the perform-
ance of the entire Executive Board and the achievement of stakeholder goals and their weighting in
relation to each other for the following financial year. Other topics included the review of the appropri-
ateness of Executive Board remuneration and pensions as well as Supervisory Board remuneration, an
update on the new version of the German Corporate Governance Code, especially with regard to the
competence profile and qualification matrix, and the dissolution of the Strategy Committee as per
30September 2022.
Presiding Committee
The Presiding Committee is responsible for Executive Board matters (including succession planning, appoint-
ments, terms of employment contracts, remuneration, proposals on the remuneration system), which in this
function corresponds to a remuneration committee. In addition, the Presiding Committee prepares the
meetings of the Supervisory Board. In the reporting period, six meetings were held. Of these, two were held
as in-person meetings, while four were held as video conferences.
The Presiding Committee, which has equal representation of shareholder and employee representatives,
consists of:
• Dr Dieter Zetsche (Chairman)
• Peter Bremme
• Dr Jutta Dönges (from 10 May 2022)
• Prof. Dr Edgar Ernst
• Frank Jakobi
• Alexey Mordashov (until 2 March 2022)
• Anette Strempel
1.
At the meeting on 6 October 2021, the Presiding Committee primarily dealt with Executive Board matters.
The Presiding Committee recommended that the individual performance factors for the Executive Board
be waived for financial year 2021 against the background of the remuneration restrictions.
2.
On 7 December 2021, the preparation of the Annual General Meeting 2022 was the subject of the meeting.
The Presiding Committee dealt in particular with the various capital reserve resolutions on the agenda.
Furthermore, the review of the completed financial year was the subject of the discussions as well as an
update on the negotiations regarding the D&O insurance.
3.
The Annual General Meeting of TUIAG was again the subject of the meeting on 4 February 2022. In
addition, the current consultation procedure of the Government Commission with regard to the revision
of the German Corporate Governance Code was discussed.
4. On 10 May 2022, the Presiding Committee informed itself about the current developments regarding the
HR strategy. In addition, the Presiding Committee discussed the specifications for determining the per-
formance criteria of the individual performance factor of the annual performance-related remuneration
for financial year 2023. Furthermore, the succession in the context of Executive Board matters was dis-
cussed. Furthermore, the Presiding Committee passed resolutions recommending to the Supervisory
Board to fill the vacant seats on the Supervisory Board and its committees due to the resignations of
Mr Mordashov and Mr Lukin.
5. At the meeting on the evening of 23 June 2022, recommendations were made for resolutions in the event
of Mr Joussen’s resignation in the context of the succession planning. Furthermore, a resolution recom-
mendation was made for the possible early extension of Mr Burling’s appointment in the event that he
did not exercise his right to resign.
6. On 13 September 2022, the Presiding Committee discussed the determination of the target total remu-
neration of the members of the Executive Board as well as the target values of the annual perform-
ance
-related remuneration for financial year 2023. The performance criteria for the individual perform-
ance of the Executive Board, which is always also based on
ESG criteria, was also discussed in preparation
for the Supervisory Board meeting. In addition, the appropriateness of both Executive Board remuner-
ation and pensions as well as Supervisory Board remuneration was discussed and an update on the new
version of the German Corporate Governance Code was discussed, especially with regard to the compe-
tence profile and qualification matrix and the dissolution of the Strategy Committee at the end of the
financial year 2022.
AUDIT COMMITTEE
The Audit Committee met for seven ordinary meetings in financial year 2022. Of these, three were held as
in-person meetings, while four were held as video conferences. Please refer to the detailed report of the
Audit Committee on page18 for information on the composition, tasks, deliberations and resolutions of the
Audit Committee.
NOMINATION COMMITTEE
The Nomination Committee, composed exclusively of shareholder representatives, nominates suitable
shareholder candidates to the Supervisory Board for its election proposals to the Annual General Meeting
or for appointment by the district court.
The members of the Nomination Committee, which met once at an in-person meeting, were:
• Dr Dieter Zetsche (Chairman)
• Dr Jutta Dönges (from 10 May 2022)
• Prof. Dr Edgar Ernst
• Alexey Mordashov (until 2 March 2022)
16
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
At its meeting on 10 May 2022, the Nomination Committee dealt with the proposed resolution for the nom-
ination of Mr Baier and Ms Murano (shareholder representatives) for court appointment to the Supervisory
Board following the resignations of Mr Mordashov and Mr Lukin.
STRATEGY COMMITTEE
The task of the Strategy Committee in the financial year was to advise the Executive Board on the develop-
ment and implementation of the corporate strategy. The committee held a total of four meetings during the
completed financial year. Of these, one was held as an in-person meeting, while three were held as video
conferences. The Committee was dissolved at the end of the financial year under review.
The members of the Strategy Committee were:
• Dr Dieter Zetsche (Chairman)
• Dr Jutta Dönges
• Prof. Dr Edgar Ernst
• Frank Jakobi
• Vladimir Lukin (until 3 March 2022)
• Coline McConville
• Alexey Mordashov (until 2 March 2022)
1.
At its meeting on 5 October 2021, the Strategy Committee discussed TUI’s current market and competitive
situation as well as strategic developments in the Hotels & Resorts, Cruises and TUI Musement Sectors.
The Committee also addressed the progress of the internal efficiency and cost savings programme.
2. On 6 December 2021, the Strategy Committee again received an update on the internal efficiency and
cost savings programme. Key performance indicators for hotels, tour operators and the Group’s own
airlines were also discussed. The Strategy Committee also received an update on current
IT projects and
specific marketing indicators.
3. On 21 February 2022, the Committee addressed the current status of ongoing
IT projects and the digital
transformation. In addition, the members of the Committee discussed in detail the strategy of the
TUI Blue hotel brand.
4. At its meeting on 9 May 2022, the Strategy Committee dealt with the development of the liquidity situ-
ation and financial recovery. In this context, the Strategy Committee also informed itself about the
process, timetable and potential volume of a possible capital increase with the exclusion of subscription
rights with the aim of repaying further state support. Furthermore, the Strategy Committee discussed a
possible dissolution of the Committee at the end of the financial year 2022.
CORPORATE GOVERNANCE
The TUIAG share has its primary listing on the London Stock Exchange in the United Kingdom. In this con-
text,
TUI AG’s constitution as a stock corporation under German law naturally requires the Supervisory
Board to deal regularly and in great detail with the recommendations of both German and British corporate
governance. Apart from mandatory compliance with the provisions of the German Stock Corporation Act (AktG),
the Co-Determination Act (MitbestG), the Listing Rules and the Disclosure and Transparency Rules, TUIAG
had declared in the framework of the merger that it would comply with both the German Corporate Governance
Code (GCGC) and– to the extent practicable– the UK Corporate Governance Code (UK CGC).
For the
GCGC, which is based on the German Stock Corporation Act (AktG) in its basic conception, we were
able to submit the Declaration of Conformity 2022 with the Executive Board in accordance with Section 161
AktG. The
GCGC is complied with, with the exception of some recommendations in Section G.I.3. The devia-
tions from the
UK CGC are largely due to the conceptual difference between the monistic management
system of a public listed company in the
UK (so-called one-tier board) and the dualistic management system
consisting of Executive Board and Supervisory Board in a public limited company (so-called two-tier board)
under German law.
In conducting the audit of the financial statements, the auditor did not identify any facts that would indicate
that the declaration on the
GCGC issued by the Executive Board and the Supervisory Board was incorrect.
Further information on corporate governance, the Declaration of Conformity 2022 pursuant to Section 161
of the German Stock Corporation Act (AktG) and the declaration on the
UK CGC can be found in the Corpor-
ate Governance Report jointly prepared by the Executive Board and the Supervisory Board in this Annual
Report (page107) and on
TUIAG’s website.
Conflicts of interest that have arisen
The Supervisory Board has continuously monitored the existence of conflicts of interest in the current
financial year and determined that no conflict of interest arose in financial year 2022.
Audit of the annual financial statements and consolidated financial statements of
TUIAG and TUI Group
The Supervisory Board examined whether the annual financial statements and the consolidated financial
statements as well as the other financial reporting complied with the applicable requirements. The annual
financial statements of
TUIAG prepared by the Executive Board in accordance with the rules of the German
Commercial Code (
HGB), the combined Management Report of TUIAG and the TUI Group and the consoli-
dated financial statements for financial year 2022 prepared on the basis of the International Financial
Reporting Standards (IFRS) were audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover, and
issued with an unqualified audit opinion in each case. The aforementioned documents, the Executive Board’s
proposal for the appropriation of the balance sheet profit and the auditor’s reports were submitted to all
members of the Supervisory Board in good time. We discussed them in detail at the Audit Committee meet-
ing on 12 December 2022 and at our balance sheet meeting on 13 December 2022, at which the Executive
Board explained the financial statements in detail. At these meetings, the Chairman of the Audit Committee
and the auditor reported on the results of their audits, the focus of which had previously been determined
with the Audit Committee for the reporting year. Neither the auditor nor the Audit Committee identified any
weaknesses in the early risk detection and internal control system. Following our own review of the annual
financial statements, the consolidated financial statements and the combined management report, we had
17
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
no cause for objections and therefore concurred with the Executive Board’s assessment of the situation of
TUIAG and TUI Group.
On the recommendation of the Audit Committee, we approve the financial statements for financial year
2022; the annual financial statements of
TUIAG are thus adopted.
Composition of the Executive Board and Supervisory Board
The composition of the Executive Board and the Supervisory Board as at 30 September 2022 is shown in
the overviews on page108 for the Supervisory Board and on page110 for the Executive Board.
SUPERVISORY BOARD
In the following, I will give you an overview of the personnel changes on the Supervisory Board.
Ms Carola Schwirn left the Supervisory Board at the end of 28 February 2022. Ms Schwirn, departmental
coordinator in the Berlin transport department of the ver.di trade union, had been a member of the Super-
visory Board since 2014 and was also a member of the Mediation Committee. By court appointment on
1April 2022, Ms Sonja Austermühle, trade union secretary and lawyer at ver.di Berlin, was appointed as a
member of the Supervisory Board as an employee representative.
As a result of the Russia-Ukraine war, the European Union imposed sanctions against Mr Alexey Mordashov
on 28 February 2022. Mr Mordashov informed us on 2 March 2022 that he resigned from his mandate as a
member of the Supervisory Board of TUIAG with immediate effect. He had been elected to TUI’s Super-
visory Board in 2016 and was also a member of the Presiding Committee, the Nomination Committee and
the Strategy Committee.
On 3 March 2022, Mr Vladimir Lukin also informed us that he was resigning from his mandate as sharehold-
er representative on the Supervisory Board of
TUIAG with immediate effect. Mr Lukin had been a member
of our Board since 2019 and was also a member of the Audit Committee and the Strategy Committee. A court
appointment was applied for in each case for the vacancies that arose. On 31 May 2022, Ms Helena Murano,
Senior Advisor at Arcano Partners, and Mr Christian Baier, Member of the Executive Board (
CFO) of METRO
AG, were accordingly appointed as members of the Supervisory Board of TUIAG.
PRESIDING COMMITTEE
Following the resignation of his mandate as a member of the Supervisory Board of TUIAG on 2 March 2022,
Mr Alexey Mordashov also resigned from the Presiding Committee. He was succeeded by Dr Jutta Dönges,
elected by the shareholder representatives on 10 May 2022.
AUDIT COMMITTEE
Due to the resignation of his office as a member of the Supervisory Board, Mr Vladimir Lukin also resigned
from the Audit Committee with effect from 3 March 2022. By court appointment, Mr Christian Baier became
a member of the Supervisory Board with effect from 31 May 2022 and, with effect from the same date, also
a member of the Audit Committee by resolution of the Supervisory Board.
NOMINATION COMMITTEE
Following the resignation of Mr Alexey Mordashov from the Supervisory Board with effect from 2 March
2022 and thus also from
TUIAG’s Nomination Committee, the vacancy was filled by Dr Jutta Dönges with
effect from 10 May 2022.
STRATEGY COMMITTEE
Both Mr Alexey Mordashov and Mr Vladimir Lukin resigned from TUIAG’s Supervisory Board and its Strat-
egy Committee on 2 March 2022 and 3 March 2022 respectively. At its meeting on 15 September 2022, the
Supervisory Board decided to discuss strategy issues in the plenary in future and dissolved the Strategy
Committee at the end of the financial year 2022.
EXECUTIVE BOARD
On 24 June 2022, Mr Joussen exercised his right to resign from his office as member of the Executive Board
of
TUIAG ahead of schedule as per 30 September 2022. The Supervisory Board decided on 27 June 2022 to
appoint the current Chief Financial Officer, Mr Ebel, as the new
CEO of the Executive Board for a period of
three years as of 1 October 2022. At the same time, the Supervisory Board decided on the same day that
Mr Kiep, previously Group Director Controlling, Corporate Finance & Investor Relations, should succeed
Mr Ebel as Chief Financial Officer as of 1 October 2022 and appointed him accordingly as a member of the
Executive Board with effect from 1 October 2022 for a period of three years.
The Supervisory Board decided on 27 June 2022 to extend the appointment of Mr Burling,
CEO Markets &
Airlines, ahead of schedule for a further two years until 31 May 2026. Mr Burling will continue to be respon-
sible for the Group’s tour operators and airlines.
Thanks to
The Supervisory Board is aware of the enormous challenges TUI Group employees have faced since the
beginning of the pandemic. We would like to express our gratitude to them for their tireless efforts, their
great commitment and for representing
TUI’s values to our stakeholders.
Hanover, 13 December 2022
On behalf of the Supervisory Board
Dr Dieter Zetsche
Chairman of the Supervisory Board
18
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Report of the Audit Committee
Dear Shareholders,
As the Audit Committee, we have the task of supporting the Supervisory Board in the performance of its
supervisory function. In doing so, we deal with the audit of the accounting, the monitoring of the accounting
process, the effectiveness of the internal control system, the risk management system and the internal audit
system as well as the audit of the financial statements and compliance. The accounting process includes, in
particular, the consolidated financial statements and the Group Management Report, including
CSR report-
ing, financial information during the year and the individual financial statements according to the German
Commercial Code (
HGB). In the completed financial year, we dealt in particular with issues relating to TUI
Group’s accounting and financial reporting, as required by law, the German Corporate Governance Code (GCGC),
the UK Corporate Governance Code (UK CGC) and the rules of procedure of the Supervisory Board.
In addition, the Audit Committee is responsible for the selection of the external auditor, including a review
of the qualification as well as the independence of the auditor. The selected auditor is then proposed by the
Supervisory Board to the Annual General Meeting for appointment. After the appointment by the Annual
General Meeting, the Supervisory Board formally commissions the external auditor to audit the annual
financial statements and the consolidated financial statements. The auditor is also commissioned to review
the half-year financial report as well as any additional interim financial information that meets the require-
ments for the half-year financial report. The Audit Committee has agreed with the auditor that the auditor
will inform the Committee without delay of all findings and events of significance for the Committee’s tasks
that come to the auditor’s attention during the performance of the audit. Furthermore, the Audit Committee
has agreed with the auditor that the auditor will inform the Committee and make a note in the audit report
if, during the performance of the audit, the auditor discovers facts that show a misstatement in the declaration
on the GCGC issued by the Executive Board and the Supervisory Board. In addition, the Audit Committee
regularly assesses the quality of the audit.
The current Audit Committee was elected from the members of the Supervisory Board immediately after
the Annual General Meeting in February 2022. The election of the Committee members is valid for the
respective term of their Supervisory Board mandate. Due to the resignation of his office as a member of
the Supervisory Board, Mr Vladimir Lukin also resigned from the Audit Committee with effect from
3 March 2022. By court appointment, Mr Christian Baier became a member of the Supervisory Board with
effect from 31 May 2022 and, by corresponding resolution of the Supervisory Board, also a member of the
Audit Committee with effect from the same date.
PROF. DREDGAR ERNST
Chairman of the Audit Committee
19
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The Audit Committee, which has equal representation, thus currently consists of the following eight
members of the Supervisory Board:
•
Prof. Dr Edgar Ernst (Chairman)
•
Christian Baier
•
Dr Jutta Dönges
•
Stefan Heinemann
•
Frank Jakobi
•
Mark Muratovic
•
Stefan Weinhofer
•
Dr Dieter Zetsche
Through the appointment of financial experts, the Audit Committee has expertise in the areas of accounting
and auditing. The expertise in the field of accounting consists of special knowledge and experience in the
application of accounting principles and internal control and risk management systems. The expertise in
the field of auditing consists of special knowledge and experience in the auditing of financial statements.
Accounting and auditing also include sustainability reporting and the auditing of such reporting. The Chair-
man of the Audit Committee, Prof. Dr Edgar Ernst, is an expert in both areas. In addition, Christian Baier and
Dr Jutta Dönges fulfil the requirements of a financial expert within the meaning of the
GCGC. The relevant
members of the Audit Committee are also named in the Corporate Governance Report starting on page107,
where more detailed information on their expertise in the aforementioned areas is also provided. In summary,
it should be noted here that the members of the Audit Committee all have competences relevant to the
sector in which the Company operates.
With regard to the Chairman of the Audit Committee, Prof. Dr Edgar Ernst, the Supervisory Board is of the
opinion that he is independent of the Company and the Executive Board (for the independence of the other
members of the Audit Committee, see page114).
The Audit Committee regularly meets six times a year. The meeting dates and agendas are based in particular
on the Group’s reporting cycle and the Supervisory Board’s agendas. Additional meetings may be held on
specific topics. These topic-related meetings generally also include a meeting in which the Executive Board
explains to the Audit Committee the main contents of the Pre-Close Trading Update, which is published
shortly before the balance sheet date for the annual financial statements.
In addition to the members of the Audit Committee, the meetings were also attended by the Chairman of
the Executive Board and the Chief Financial Officer, as well as the heads of Group Financial Accounting &
Reporting, Group Audit, Group Legal, Compliance & Board Office, Group Treasury, Group Controlling,
Corporate Finance & Investor Relations.
The auditors were invited to attend the meetings to discuss relevant issues. Other members of
TUI Group’s
senior management as well as
TUI Group executives with operational responsibility or external consultants
were invited as required.
In addition to the meetings of the Audit Committee, the Chairman of the Audit Committee also held individual
discussions with the Executive Board, division heads or the responsible partners of the auditor if this
appeared necessary to go into more detail on individual topics and issues. The Chairman of the Audit Com-
mittee reported on the main results of these discussions at the following meeting of the Audit Committee.
The Chairman of the Audit Committee reports on the work and proposals of the Audit Committee as well as
on the content of individual discussions in the respective subsequent Supervisory Board meeting.
The members attended the meetings of the Audit Committee as shown in the table on page13.
Information value of financial reporting and monitoring of the accounting process
The preparation of the annual financial statements and annual report of a German stock corporation is the
sole responsibility of the Executive Board. Pursuant to Section 243 (2) of the German Commercial Code (HGB),
the annual financial statements must be clear and concise and provide a realistic overview of the company’s
economic situation. This is in line with the requirements of the UK CGC, according to which the annual financial
statements and annual report must be accurate, balanced and understandable. Against this background, the
Executive Board is satisfied – although the assessment was not delegated to the Audit Committee – that the
submitted Annual Report meets the requirements of both legal systems.
In order to satisfy ourselves as well of the informative value of the annual financial statements and the
interim reporting, we were informed in detail by the Executive Board about the business development and
the financial situation of the Group at the four Audit Committee meetings held immediately before the pub-
lication of the respective financial statements. The corresponding reports were discussed. At these meet-
ings, the auditors also reported in detail on important aspects of the financial statements and on the results
of the audit or the auditor’s review. In principle, discussions can always take place in the absence of the Ex-
ecutive Board. This applies in particular to the audit of the financial statements. In the completed financial
year, the Audit Committee also discussed with the auditor the assessment of the audit risk, the audit strategy
and audit planning as well as the audit results. In addition, the Chairman of the Audit Committee regularly
discussed the progress of the audit with the auditor and each time reported back to the Audit Committee.
In order to monitor accounting, we intensively dealt with individual aspects. As in previous years, TUI’s
economic development due to the COVID-19 pandemic was a central topic at our meetings. In particular, we
received detailed reports from
TUIAG’s Executive Board on the measures taken to safeguard liquidity, in
particular with regard to state-backed financing, and planned capital measures.
In addition, we examined the accounting treatment of significant balance sheet items, in particular goodwill,
property, plant and equipment, advance payments to hoteliers for tourism and other provisions. In consul-
tation with the auditor, we satisfied ourselves that the assumptions and estimates underlying the accounting
were appropriate. Furthermore, material aspects arising from the operational business, in particular the
impairment testing of the Group’s assets against the background of the
COVID-19 pandemic, were assessed
by the Audit Committee.
20
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
In the reporting period, we dealt in particular with the following individual aspects:
Even before the outbreak of the
COVID-19 pandemic, TUIAG’s Executive Board initiated optimisation pro-
cesses with regard to the structure of working capital and the associated cash flows. These measures also
included the further development of a central Finance structure. Structured working capital management
was also extended to the subsidiaries. We were regularly informed about these projects at our meetings.
Due to the outbreak of the
COVID-19 pandemic, these processes were greatly expanded and accompanied
by measures for strict cost control. As in previous years, we received detailed reports on the corresponding
measures.
In addition, the consistency of the reconciliation to the key parameter “underlying
EBIT” and the significant
items (adjustments) eliminated here were discussed for each quarterly report and for the annual financial
statements. In this context, the going concern report prepared by the Company was also discussed to verify
the relevant going concern statements in the half-year report and the annual financial statements. The via-
bility statement to be issued in the annual financial statements under the regulations of the
UK CGC was also
the subject of discussion.
The report of the Chairman of the Audit Committee on the monitoring of transactions with related parties
within the financial year was also discussed. Since none of the transactions – neither on an individual basis
nor in combination – exceeded the corresponding threshold value in the reporting year, the monitored
individual matters were monitored on their own.
Since the introduction of mandatory reporting on Corporate Social Responsibility (
CSR) in the management
report, the Supervisory Board has been responsible for reviewing the content of these disclosures. The
Supervisory Board has decided to seek the support of
TUI’s auditor, Deloitte, in reviewing the disclosures.
Accordingly, we were informed of the results of the review by the auditor in the financial year under review
and are of the opinion that the disclosures published in the
CSR Report are appropriate and adequate.
Our assessment of all aspects of accounting and financial reporting discussed is consistent with that of the
Executive Board and the auditor.
Effectiveness of the control and risk management system
The Audit Committee is guided in its statutory obligation to deal with the effectiveness of the internal con-
trol and risk management system by the conviction that a stable and effective internal control system is in-
dispensable to ensure economic success in the long term. To fulfil its monitoring task, the Audit Committee
regularly obtains information on the maturity of the implemented controls and also about the further develop-
ment of the internal control system.
The Group has continuously developed its internal control system based on the
COSO concept. The routine
review of key financial controls is carried out by local management and monitored by the Executive Board.
In the largest source markets, the
UK and Germany, other internal controls are also reviewed.
The Compliance function in the Group is further divided into the areas of Finance, Legal and
IT. This division
plays an essential role in identifying further control needs and permanent improving existing controls. In
addition, the auditor also reports on any weaknesses in the Group’s accounting-related control system that
it identifies, and management follows up on their prompt elimination.
The Audit Committee receives regular reports on the effectiveness of the risk management system, as shown
in the Risk Report starting on page34. The Risk Oversight Committee that has been set up is of crucial im-
portance within the Group. We are convinced that an adequate risk management system is in place.
The Internal Audit department ensures the independent monitoring of the implemented processes and
systems as well as the significant projects and reports directly to the Audit Committee at each regular meet-
ing. During the reporting period, the Audit Committee was not informed of any audit findings that indicated
material weaknesses in the internal control system or the risk management system. In addition, regular
discussions take place between the Chairman of the Audit Committee and the Director of Internal Audit for
closer coordination. The annual audit planning is carried out in an agile manner. The Audit Committee has
received detailed reports on the methodology and has taken note of and approved it, together with the
audits for the coming financial year that have already been defined in this context. The Audit Committee
believes that regular coordination ensures the effectiveness of the internal audit.
At our meetings during the financial year under review, we were again informed about the implementation
and guarantee of the regulations of the
EU General Data Protection Regulation (EU GDPR) in the individual
business units. Based on this report, we are convinced that the projects and measures initiated throughout
the Group for this purpose are suitable for meeting the requirements of the
EU GDPR.
21
CONTENTS
FINANCIAL YEAR 2022
5 Financial Highlights
6 Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
18 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Whistleblowing systems for employees in the event of compliance violations
A standardised whistleblowing system has been set up within TUI Group, enabling employees to draw
attention to potential breaches of compliance guidelines.
As part of the reporting on the legal compliance system, we were presented with the key findings from the
whistleblower system in the completed financial year.
Review of the independence and objectivity of the auditor
For financial year 2022, the Audit Committee recommended to the Supervisory Board that Deloitte GmbH
Wirtschaftsprüfungsgesellschaft (Deloitte) be proposed to the Annual General Meeting as auditors. Following
the appointment of Deloitte as auditors by the Annual General Meeting in February 2022, the Supervisory
Board commissioned Deloitte to audit the 2022 financial statements.
The Audit Committee had Deloitte explain to it in advance the audit plan for the annual financial statements
as at 30 September 2022. This plan includes the key audit areas and the group of companies to be audited
from the Group’s perspective. The Audit Committee is convinced that this plan ensures that the audit
adequately takes into account the identifiable risks. It also considers the independence and objectivity of the
auditor to be given.
Based on regular reporting by the auditor, we have satisfied ourselves of the effectiveness of the external
audit and have decided to recommend to the Supervisory Board that Deloitte be proposed to the Annual
General Meeting as auditor again for financial year 2023. Deloitte was selected by us as auditor in a public
tender process in financial year 2016 and has been appointed as auditor without interruption since it was
first elected by the Annual General Meeting in 2017.
In order to ensure the independence of the auditor, all engagements for the provision of non-audit services
by the auditor must be submitted to the Audit Committee for approval before the engagement is awarded.
The Audit Committee makes use of the possibility to delegate the approval to the Company depending on
the size of the engagement. The Chairperson of the Audit Committee is only involved in the decision if a
specified cost limit is exceeded. If the auditor provided services to the Group outside of the audit, the nature
and amount of these services were explained to the Audit Committee. This approach is in line with the
Company’s existing policy on the approval of non-audit services, which takes into account the requirements
of the regulations of the Audit Reform Act (
AReG) on prohibited non-audit services and on limitations on the
amount of non-audit services. Worldwide, non-audit services amounted to € 2.3 m. The audit fee received by
the auditor, excluding voluntary audits, amounted to € 8.2 m. The corresponding non-audit services accounted
for approximately 28 % of Deloitte’s audit fees.
I would like to thank the members of the Audit Committee, the auditors, the Executive Board and all employees
involved for their trusting and committed cooperation in the past financial year.
Hanover, 12 December 2022
Prof. Dr Edgar Ernst
Chairman of the Audit Committee
22
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
COMBINED
MANAGEMENT REPORT
*
23 TUI Group Strategy
27 Corporate Profile
27 Group Structure
30 Value-oriented Group Management
34 Risk Report
52 Overall Assessment by the Executive Board and Report on expected Developments
56 Business Review
56 Macroeconomic, Industry and Market Framework
60 Group Earnings
64 Segmental Performance
69 Net Assets
71 Financial Position of the Group
78 Non-financial Declaration of TUI Group
97 Annual financial Statements of TUIAG
100 Information required under Takeover Law
103 TUI Share (unaudited)
* The present combined Management Report has been drawn up for both
the TUI Group and TUIAG. It was prepared in accordance with sections 289,
289 (a), 315, 315 (a), 315 (b), 315 (c) and 315 (d) of the German Commercial
Code (HGB).
The combined Management Report also includes the Statement on
Corporate Governance and the Financial Highlights.
2
23
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI Group Strategy
Tourism remains a growing sector – fundamentals intact
The travel and tourism market is a significant contributor to the global economy
1
, growing above global GDP
levels pre-pandemic.
2
Demand for tourism is driven by strong fundamental trends– people living longer,
healthier lives; the growth of middle classes across the globe, which increases disposable income; and the
desire for experiences, of which travel plays a significant part. Therefore, we expect leisure tourism to con-
tinue to be an attractive growth market over the long-term.
In the shorter term, the industry has withstood unprecedented disruption as a result of
COVID-19. Despite
this, the underlying strong desire of people to travel is clear, as demonstrated the resurgence of bookings as
restrictions were relaxed.
3
At TUI, we experienced a strong uplift in bookings for our destinations on the
easing of government travel restrictions, and in Summer 2022, Markets & Airlines customer numbers re-
bounded to around 90 % of pre-pandemic levels, coupled with a strong 18 % increase in average selling price.
As the pandemic subsides, the global geopolitical and economic environment remains challenging for the
industry, in particular the impact this has on cost inflation, foreign exchange rates and consumer sentiment.
In this context customers value brands which they can depend on, and which deliver choice and flexibility in
configuring the right product for them. Building on this development,
TUI will focus on delivering quality
services to our customers while increasing choice and flexibility, both in terms of our product offer, and in
the right-sizing of the proportion of risk capacity for flights and hotels. This will be supported by our strategy
of growing our dynamic packaging and components business, through increasingly flexible supply of flights
and hotels.
TUI’s business model – foundation for success
TUI is a global tourism group covering the entire holiday journey, serving millions of customers, operating
134aircraft, 418 hotels and 16 cruise ships
4
, as well as a digital platform for tours and activities with a strong
portfolio. The group is structured into two divisions– Holiday Experiences and Markets & Airlines.
Holiday Experiences delivers differentiated content in hotels, cruises and tours and activities:
1. Our hotel portfolio consists of own and differentiated leisure brands such as Robinson,
TUI Magic Life,
TUI Blue and TUI Suneo, complemented by JV hotel brands such as Riu, Atlantica, Blue Diamond and
Grupotel. The portfolio is well-diversified in terms of product offer, destination mix and ownership models,
and benefits from multi-channel and multi-source market distribution via Markets & Airlines, direct to
customer, and via third parties such as Online Travel Agents (
OTAs) and tour operators.
2.
Our three cruise brands (Mein Schiff, Hapag-Lloyd Cruises, Marella) cover the cruises sector from premium
all-inclusive to luxury to expeditions, with leading positions in the German-speaking and UK markets,
benefitting from multi-channel distribution via Markets & Airlines, direct to customer and via third parties.
3. TUI Musement is one of the largest digital providers in the online intermediary market for tours, activities
and experiences
5
, connecting our own and third party product portfolio in destinations with Markets &
Airlines customers, open market (B2C) customers, and B2B partner customers (such as
OTAs, meta-
search sites and tour operators), as well as providing transfers and support to our customers at the
destination.
Markets & Airlines distributes and fulfills holidays to a large customer base in 13 source markets
6
. TUI is
(according to consumer surveys for unaided brand awareness and consideration) a leading tourism brand.
7
We differentiate ourselves from the competition (such as tour operators, OTAs, hotels and airlines) based on
exclusive and high-quality product, service and trust. By covering the whole customer journey,
TUI holds
multiple digital and physical touchpoints with its customers, and therefore delivers a strong blend of digital
and human interaction. This enables
TUI to follow a customer centric approach, aiming to create long-term
relationships with its customers. Growth will be driven by a wider product range, reflecting consumer demand
for more choice and flexibility, and increasing the appeal across different customer segments.
1
Based on WTTC Economic Impact Research– Travel & Tourism sector contributed 10.3 % to global GDP in 2019; this decreased to
5.3 % in 2020 and 6.1 % in 2021, due to government restrictions on mobility.
2
Based on UNWTO international travel arrivals CAGR versus global GDP CAGR for 2015 to 2019.
3
E. g. UNWTO World Tourism Barometer July 2022 – nearly 250 milion international trips were recorded worldwide between January
and May 2022, compared with 77 million in the comparative period in 2021.
4
As at 30 September 2022, including concept hotels in third party properties.
5
According to Bernstein analysis, TUI Musement ranked 2nd for market share in the tours, activities and experiences market.
6
Germany, Austria, Switzerland, Poland, UK, Ireland, Sweden, Denmark, Norway, Finland, Belgium, Netherlands, France.
7
As measured by brand consideration in TUI brand performance tracking, completed by Metrixlab.
24
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI’s strategy for growth
TUI’s strategy focuses on delivering growth in both Holiday Experiences and Markets & Airlines, embedded
onto one central customer ecosystem, underpinned by our Sustainability Agenda and by our people. The
framework for implementation can be visualized with our “strategy diamond”, based on five key elements –
Holiday Experiences, Markets & Airlines, Central Customer Ecosystem, Sustainability and People.
HOLIDAY EXPERIENCES: GROW DIFFERENTIATED CONTENT, GROW CUSTOMER BASE
Our Holiday Experiences business strategy focusses on asset-right growth in differentiated content and
expanding the customer base with multi-channel distribution.
In Hotels & Resorts, content growth will be delivered both with our hotel brands in existing and new desti-
nations, as well as introducing new brands to complement our portfolio. Growth in hotels will be based on
an asset-right approach– through our joint ventures, the Global Hotel Fund, recently launched by
TUI and
partners, and expansion with management and franchise partners. Our hotel distribution strategy is focused
on optimisation of rate and occupancy of hotels, based on sales via Markets & Airlines, as well as growing the
volume and proportion of sales via direct and third-party channels.
Growth in Cruises will be driven by investment into new-build ships by our
TUI Cruises JV, as well as a con-
tinuation of Marella’s fleet upgrading strategy, by replacing older ships with newer and larger vessels, en-
abling it to increase product pricing. Our distribution strategy for Cruises covers all channels, with sales via
Markets & Airlines complemented by sales via direct and third-party channels, in order to drive yield and
occupancy. We will focus on enhancing our digital cruise marketing and distribution, particularly for Marella.
TUI Musement’s strategy is to focus on growing customer demand, product offer, and digitalisation. Custom-
er growth is targeted from all three segments –
TUI customers (based on Markets & Airlines volume growth
plus increased uptake of tours, activities and experiences), B2C customers (by promoting the Musement
platform for direct bookings, and proving an entry point into
TUI customer ecosystem) and B2B (by digital-
izing our partner product portfolio). Product growth will be delivered both with new tours, activities and
excursions, as well as other products such as mobility, multi-day tours, and destination passes. The inclusion
of these products is enabled by the continued digitalisation of the business, which is also transforming the
way
TUI Musement delivers service directly to its customers, as well as its interactions with B2B customers.
MARKETS & AIRLINES: GROW PRODUCT OFFERING, GROW CUSTOMER BASE
Having accelerated the strategic transformation of our Markets & Airlines during the pandemic and expect-
ing the full realisation of our Global Realignment Programme goals in 2023, our business strategy is now
focused on recovery and growth. Taking into account the current macro environment, we will drive the
recovery by leveraging our core capabilities as well as increasing the flexibility of accommodation and flight
supply, with a corresponding reduction in the proportion of risk capacity. In addition, TUI Airline will continue
to build resilience and improve quality, following the above normal levels of disruption experienced by the
industry this year, as well as further enhance our multi-layered approach to seat supply (in-house fleet plus
third party carriers) by building a central Capacity Demand Management function.
Strategy Implementation – our strategy diamond
Sustainability
Holiday
Experiences
Central Customer
Ecosystem
Group Strategy
Markets &
Airlines
People
25
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
We will invest into growth by offering more product choice, growing our customer ecosystem into untapped
segments, and increasing customer value. This includes increasing the volume and proportion of dynamically
sourced packages, as well as significantly increasing our component offer in accommodation only and flight
only. In addition, we will grow our multi-day tours business, which operates in an attractive but fragmented
market, with the launch of a new digital platform; and we will expand our car rental offer for both
TUI and
open-market customers. Finally, we will maximise the value of each customer by enhancing our ancillaries
merchandising and offer across the entire TUI ecosystem. All of these initiatives aim to enlarge TUI’s customer
ecosystem and grow volumes, based on dynamic sourcing, which will balance our risk capacity exposure.
CENTRAL TUI CUSTOMER ECOSYSTEM: TAP GROUP SYNERGIES, MAXIMISE CUSTOMER VALUE
As well as growing customer volumes, our marketing and distribution strategy focuses on maximizing cus-
tomer value, utilizing synergies between both of our business divisions. As the basis for this, we will continue
to strengthen and leverage the
TUI brand in existing and untapped customer segments. We are streamlining
the digital customer experience via the operation of a single customer account, implementing a common
payment process, and deploying marketing and recommendations which cover all
TUI products (including
in-flight and hotel). We also focus on enhancing our app to enable customers to access all
TUI products and
services more easily, as well as targeting further growth in the proportion of digital sales made in-app. All of
this will facilitate a full product suite offering and cross-selling, and increase the number of holiday and
experience touchpoints we have with the customer.
Sustainability agenda ‘people, planet and progress’
We want to set the standard for sustainability in the market and live up to our commitment. We believe that
the sustainable transformation should not be viewed as a cost factor, but that sustainability pays off – for
society, for the environment and for business. Our strategy is therefore underpinned by clear, evidence-based
goals and targets on sustainability. Our new Sustainability Agenda consists of three building blocks – People,
Planet and Progress.
Details see page79.
PEOPLE
1. We will ensure that local people and communities benefit from tourism and the local supply chain.
2. We will empower a generation of sustainability changemakers.
TUI Care Foundation will drive positive
social and environmental impact in tourism communities around the world.
PLANET
1. In 2022, TUI joined the Science Based Targets initiative (SBTi), committing to implement emission reduc-
tions in line with the latest climate science.
2. We will achieve net-zero emissions across our operations and supply chain by 2050 at the latest. We will
change the way we use natural resources and become a circular business.
PROGRESS
1. Together with our partners we will co-create the next generation sustainable business model for the
tourism industry, through the Destination Co-Lab Rhodes.
2. We will enable our customers to make sustainable holiday choices in every stage of the customer journey.
We already operate one of Europe’s most carbon-efficient airlines and we aim to continuously improve our
environmental performance. We will build on the progress we have already made and reduce emissions
further through our commitment to science-based targets and our emission reduction roadmap. In 2022,
relative carbon emissions across our airlines decreased by 18.5 %. This improvement was largely a result of
significantly improved load factors compared to 2021, as well as
TUI’s on-going re-fleeting with older aircraft
being replaced by new, more carbon-efficient aircraft. In 2022, we operated with 19 Boeing 787 aircraft and
the Boeing 737 Max fleet grew from 25 to 35 aircraft during the financial year.
26
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
People strategy – digital, engaging, inclusive
With their competence and commitment, our employees make a key contribution to TUI Group’s success.
The challenging interplay between our transformation to a digital platform company, the impact of the
COVID-19 pandemic and a volatile labour market have substantially altered expectations about the way we
work and how we interact with present and future employees.
Against this overall backdrop, we have developed a new People Strategy with Sybille Reiss, Chief People
Officer and Labour Director. The strategy adopts a holistic approach towards both our
HR function as such
and our employees. It puts people first. Our vision is to be “Digital, Engaging and Inclusive”.
Our People Strategy focuses on strengthening our business and enhancing the experience of existing and
future employees. In order to implement our strategy, we have adopted a mission defining our relevant
areas of action:
• Simplification, harmonisation and focus
• Digital transformation
• Supporting growth
• Positive employee experience
• Diversity, equity and inclusion
• Facilitating top performance
We are thus seeking to create a framework that empowers our employees to deliver their best performance
and succeed as a team.
Further information is provided on pages 87 to 95.
TUI is set for recovery and growth
TUI has emerged from the pandemic as a more digital, more lean and stronger company, which we believe
positions us well to capture further market growth potential.
TUI will continue to grow its differentiated
Holiday Experience and Markets & Airlines product offerings, grow the volume and value of its customer
ecosystem, increase flexibility for our customers and operations, and maximise synergies within the business.
27
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Corporate Profile
Group Structure
HOLIDAY EXPERIENCES
Hotels & Resorts
Cruises
TUI Musement
MARKETS & AIRLINES
Northern Region
Central Region
Western Region
ALL OTHER
SEGMENTS
TUIAG parent company
TUIAG is TUI Group’s parent company headquartered in Hanover and Berlin. It holds direct or, via its affiliates,
indirect interests in the principal Group companies conducting the Group’s operating business in individual
countries. Overall,
TUIAG’s group of consolidated companies comprised 268 direct and indirect subsidiaries
at the balance sheet date. A further 17 affiliated companies and 27 joint ventures were included in
TUIAG’s
consolidated financial statements on the basis of at equity measurement.
For details on principles and methods underlying the consolidated financial statements and TUI Group shareholders, see
pages164 and254.
ORGANISATION AND MANAGEMENT
TUIAG is a stock corporation under German law, whose basic principle is two-tiered management by two
boards, the Executive Board and the Supervisory Board. The Executive and Supervisory Boards cooperate
closely in governing and monitoring the Company. The Executive Board is responsible for the overall
management of the Company.
The appointment and removal of Board members are based on Sections 84 et seq. of the German Stock
Corporation Act in combination with Section 31 of the German Co-Determination Act. Amendments to the
Articles of Association are effected on the basis of the provisions of Sections 179 et seq. of the German
Stock Corporation Act in combination with Section 24 of
TUIAG’s Articles of Association if appplicable.
EXECUTIVE BOARD AND GROUP EXECUTIVE COMMITTEE
As at the balance sheet date, the Executive Board of TUIAG consisted of the CEO and five other Board
members.
For details on Executive Board members, see page110.
The Executive Board is the Company’s central decision-making body. In addition, there is the Group Executive
Committee (GEC), which as of 30 September 2022 consisted of eleven members, including six Executive
Board members, and is chaired by the Chairman of the Executive Board. As a rule, the Group Executive
Committee participates in all Board meetings, with the exception of items dealing with personnel matters
relating to the composition of the Senior Leadership Team. The GEC was set up to enhance informed, effective
decision-making and to create a flat hierarchy and strong execution environment. It reflects a culture of
openness and information sharing.
For the changes implemented in the Executive Board and the
GEC with the start of the new financial year
2023 and with effect from 1 October 2022 and 1 November 2022, see page10 and from page 11.
For further details, also see: www.tuigroup.com/en-en/investors/corporate-governance
TUI Group reporting structure
TUI Group is a global integrated tourism group. Its core businesses, Holiday Experiences and Markets &
Airlines, are clustered into the segments Hotels & Resorts, Cruises and TUI Musement as well as three
regions: Northern, Central and Western Region. TUI Group also comprises All other segments. The Group’s
reporting structure thus remained unchanged year-on-year in the reporting period.
28
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
HOLIDAY EXPERIENCES
Holiday Experiences comprises our hotel, cruise and destination activities.
HOTELS & RESORTS
The Hotels & Resorts segment comprises TUI Group’s diversified portfolio of Group hotel brands and hotel
companies. The segment includes hotels majority-owned by
TUI, joint ventures with local partners, stakes in
companies giving
TUI significant influence, and hotels operated under management contracts.
In financial year 2022, Hotels & Resorts comprised a total of 353 hotels with 275,144 beds. 322 hotels, i. e.
the majority, are in the four- or five-star categories. 53 % were operated under management contracts, 38 %
were owned by one of the hotel companies, 8 % were leased and 1 % of the hotels were managed under
franchise agreements.
Hotels & Resorts beds per region in %
(30)
30
Caribbean
(21) 22
North Africa /
Egypt
7 (7)
Other
countries
21 (21)
Eastern
Mediterranean
20 (21)
Western
Mediterranean
Hotels & Resorts financing structure in %
(53) 53
Management
1 (1)
Franchise
8 (8)
Lease
38 (38)
Ownership
In brackets: previous year
% %
29
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Hotels & Resorts portfolio
Hotel brand 3 stars 4 stars 5 stars Total
hotels
Beds Main sites
Riu
2 47 49 98 106,059
Spain, Mexico, Caribbean,
Cape Verde, Portugal,
Morocco
Robinson
1 17 8 26 16,016
Spain, Greece, Turkey,
Austria, Maledives
Blue Diamond
3 12 19 34 32,270
Cuba, Dom. Rep., Jamaica,
Mexico, Saint Lucia
Others
25 119 51 195 120,799
Spain, Greece,
Turkey, Egypt
Tot al 31 195 127 353 275,144
As at 30September2022
Riu is the largest hotel group in the portfolio of Hotels & Resorts in terms of the number of hotels. The
Mallorca-based enterprise primarily operates four- and five-star hotels in Spain, Mexico and the Caribbean.
Its three product lines Riu Classic Hotels, Riu Plaza Hotels (city hotels) and Riu Palace Hotels (premium
segment) target different customer groups.
Robinson operates mainly four- and five-star club hotels and is a leading German provider of club holidays.
Most of its clubs are located in Spain, Greece, Turkey, the Maldives and Austria.
Blue Diamond is a hotel chain in the Caribbean. The Hotels & Resorts segment comprises 34 resorts in the
Caribbean and Mexico.
Other hotel brands include in particular the
TUI signature hotels TUI Blue, TUI Magic Life and TUI Suneo. TUI
Blue, present in about 20 countries, is TUI Group’s youngest hotel brand and targeting an international
audience. TUI Magic Life is an all-inclusive brand, targeting an international audience seeking club holidays
with different profiles in beachfront locations.
TUI Suneo offers value for money hotels.
Our hotels operated by third-party hoteliers include a total of 65 hotels belonging to our international
concept brands. This brings the total number of TUI Group portfolio hotels to 418.
CRUISES
The Cruises segment comprises the joint venture TUI Cruises, which operates cruise ships under the brands
Mein Schiff and Hapag-Lloyd Cruises, and Marella Cruises. With their combined fleet of 16 vessels as at the
reporting date, the three cruise lines offer different service concepts to serve different target groups.
Cruise fleet by ownership structure
Owned Leases Total
TUI Cruises (Joint Venture) 12 0 12
Mein Schiff 7 0 7
Hapag-Lloyd Cruises 5 0 5
Marella Cruises 3 1 4
Tot al 15 1 16
As at 30September2022
TUI Cruises is a joint venture in which TUIAG and the US shipping company Royal Caribbean Cruises Ltd.
each hold a 50 % stake. With its seven ‘Mein Schiff’ vessels, TUI Cruises is top-ranked in the German-
speaking market for cruises. The Berlitz Cruise Guide, an international reference guide for cruise ship ratings,
repeatedly ranked the ships operated by
TUI Cruises among the Top 5 liners in the ‘Large ships’ category. In
Q3 2022,
TUI Cruises started the construction of two of three newbuildings that will complement the Mein
Schiff fleet until 2026 and bring it to nine ships. After two pandemic years,
TUI Cruises is thus continuing its
growth as planned. The Mein Schiff Herz is to be transferred to the Marella Cruises fleet from 2023.
The traditional Hapag-Lloyd Cruises brand, which is also part of
TUI Cruises, is a leading provider of luxury
and expedition cruises in German-speaking markets. At the reporting date, the fleet comprised two luxury
liners and three expedition cruise ships. The flagships Europa and Europa 2 have repeatedly received the
highest rating category of 5-star-plus in the Berlitz Cruise Guide and are the only ships worldwide with this
ranking.
With a fleet of four ships, Marella Cruises offers voyages in different segments, including family and city
cruises, in the British market. The Mein Schiff Herz is to join the fleet as Marella Voyager from June 2023.
30
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI MUSEMENT
The TUI Musement segment delivers local services at our holiday destinations around the world. To do this
TUI is present in numerous holiday destinations with its own staff. TUI Musement's business model for the
distribution of experiences, activities, tours and tickets is based on an online platform open to customers
and suppliers. In addition, transfers are provided in the destinations.
TUI Musement serves three customer groups:
•
TUI customers: Providing services to our guests in the destination via tour guides as well as via the TUI
Digital Assistant App and the
TUI Experience Center.
•
Strategic B2B customers: Digital and on-site services for partners from various sectors of the travel
industry, such as airlines, cruise lines, ground transport,
OTAs and tour operators.
• B2C open Market clients: Global tour and activity distribution for travellers.
MARKETS & AIRLINES
With our three regions – Northern, Central and Western – we have well-positioned sales and marketing
structures offering our customers attractive holiday experiences. Our sales activities are based on online and
offline channels. The travel agencies include Group-owned agencies as well as joint ventures and agencies
operated by third parties. In order to offer our customers a wide choice of hotels, our source market organ
i-
sations have access to a large portfolio of
TUI hotels. They also have access to third-party hotel bed capacity,
some of which has been contractually committed.
Our own flying capacity continues to play a key role in our business model. Thanks to a combination of
Group-owned and third-party capacity, we offer tailored travel programmes for each individual source
market region and can respond flexibly to changes in customer preferences. Balanced management of flight
and hotel capacity enables us to develop destinations and optimise the margins of both service providers.
NORTHERN REGION
The Northern Region segment comprises tour operator activities and airlines in the UK, Ireland and the
Nordics. This segment also includes the Canadian strategic venture Sunwing.
CENTRAL REGION
The Central Region segment comprises the tour operators and airlines in Germany and the tour operator
activities in Austria, Poland, and Switzerland.
WESTERN REGION
The Western Region segment comprises the tour operators and airlines in Belgium and the Netherlands and
the tour operator activities in France.
ALL OTHER SEGMENTS
‘All other segments’ includes our business activities for the new markets, the corporate centre functions of
TUIAG and the interim holdings, the Group’s real estate companies and the Group’s key tourism functions.
Research and development
As a tourism service provider, the TUI Group does not engage in research and development activities
comparable with manufacturing companies. This sub-report is therefore not prepared.
Value-oriented Group Management
Management system and key performance indicators
A standardised management system has been created to implement value-driven management across the
Group as a whole and in its individual business segments. The value-oriented management system is an
integral part of consistent Group-wide controlling and planning processes.
Our key financial performance indicators for tracking our earnings position are revenue and underlying
EBIT.
Accordingly, underlying
EBIT represents the segment indicator as defined by IFRS8.
We define the
EBIT in underlying EBIT as earnings before interest, taxes and expenses for the measurement
of the Group’s interest hedges.
EBIT by definition includes amortisation of goodwill.
Underlying
EBIT has been adjusted for income and expense items which, due to their level and frequency,
impact or distort the assessment of operating profitability in the segments and the Group. These one-off
items include gains on disposal of investments, major gains and losses from the disposal of assets, and
major restructuring and integration expenses. The indicator is additionally adjusted for all effects from
purchase price allocations, ancillary acquisition costs and conditional purchase price payments. The recon-
ciliation to underlying
EBIT also adjusts for goodwill impairments.
31
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
To track the Group’s financial position in financial year 2022, we identified net capital expenditure and financial
investments as well as TUI Group’s net financial position as key performance indicators. In addition, we monitor
the Group’s leverage ratio as a further indicator of financial stability.
Key management variables used for regular value analysis are Return On Invested Capital (ROIC) and
Economic Value Added.
ROIC is compared with the weighted average cost of capital (WACC).
We regard specific carbon emissions (in g CO
2
/ rpk) from our aircraft fleet as a key non-financial perfor-
m ance indicator.
To track business performance in our segments in the course of the year, we also monitor other non-financial
performance indicators, such as the customer numbers in tour operation, capacity or passenger days,
occupancy and average prices in Hotels & Resorts and Cruises.
Information on operating performance indicators is provided in the sections on Segmental performance (page64) and in the
Report on Expected Developments (page 52).
Cost of capital
The cost of capital is calculated as the weighted average cost of equity and debt (WACC). While the cost of
equity reflects the return expected by investors from
TUI shares, the cost of debt is based on the average
borrowing costs for
TUI Group. The cost of capital always shows pre-tax costs, i. e. costs before corporate
and investor taxes. The expected return determined in this way corresponds to the same tax level as the
underlying
EBIT included in ROIC. For financial year 2022, we apply a cost of capital of TUI Group of 12.63 %.
ROIC and Economic Value Added
ROIC is calculated as the ratio of underlying earnings before interest and taxes (underlying EBIT) to average
invested interest-bearing capital (invested capital).
Given its definition, this performance indicator is not influenced by any tax or financial factors and has been
adjusted for one-off effects. From a Group perspective, invested capital is derived from liabilities, comprising
equity (including non-controlling interests) and the balance of interest-bearing liabilities and interest-bearing
assets with an adjustment for the seasonality of the Group’s net financial position. The cumulative amorti-
sations of purchase price allocations are then added to the invested capital.
Apart from ROIC as a relative performance indicator, Economic Value Added is used as an absolute value-
oriented performance indicator. Economic Value Added is calculated as the product of ROIC less associated
pre-tax capital costs (
WACC) multiplied by interest-bearing invested capital.
In the year under review, TUI Group's ROIC amounted to 7.49 % (previous year – 30.02 %). Taking into account
the Group's weighted average cost of capital of 12.63 %, this resulted in a negative Economic Value Added of
€ 280.7 m (previous year negative Economic Value Added of € 2.8 bn).
32
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Invested Capital
€ million Notes 2022 2021
Equity 645.7 – 418.4
Subscribed capital (24) 1,785.2 1,099.4
Capital reserves (25) 6,085.9 5,249.6
Revenue reserves (26) – 8,432.7 – 8,525.7
Non-controlling interest (29) 787.3 667.3
Silent Participations (27) 420.0 1,091.0
plus interest bearing financial liability items 5,921.0 7,509.0
Pension provisions and similar obligations (30) 601.4 935.1
Non-current financial liabilities (32) 1,731.4 3,036.1
Current financial liabilities (32) 319.9 284.6
Derivative financial instruments (41) 60.7 23.7
Lease liabilities (IFRS16) (32) 3,207.5 3,229.4
less financial assets 1,669.6 1,383.7
Derivative financial instruments (41) 259.1 62.3
Cash and cash equivalents (22) 1,736.9 1,583.9
Other financial assets 173.5 237.6
Seasonal adjustment
1
– 500.0 – 500.0
less overfunded pension plans 163.4 137.1
Invested Capital before addition of effects from
purchase price allocation
4,733.7 5,569.7
Invested Capital excluding purchase price allocation prior year 5,569.7 7,699.9
Ø Invested Capital before addition of effects from
purchase price allocation
2
5,151.7 6,634.8
Invested Capital before addition of effects from
purchase price allocation
4,733.7 5,569.7
plus effects from purchase price allocation 315.4 296.9
Invested Capital 5,049.1 5,866.6
Invested Capital prior year 5,866.6 7,959.7
Ø Invested Capital
2
5,457.8 6,913.1
1
Adjustment to net debt to reflect a seasonal average cash balance.
2
Average value based at beginning and year-end.
ROIC
€ million 2022 2021
Underlying EBIT 408.7 – 2,075.5
Ø Invested Capital
*
5,457.8 6,913.1
ROIC % 7.49 – 30.02
Weighted average cost of capital (WACC) % 12.63 10.27
Value added – 280.7 – 2,785.6
* Average value based on balance at beginning and year-end.
Group performance indicators used in the Executive Board remuneration system
JEV-RELEVANT EBT AT CONSTANT CURRENCY
Group earnings before interest and taxes (EBIT) on a constant currency basis, weighted at 75 %, are used to
determine annual variable remuneration (
JEV) for the Executive Board. EBIT is quantified on a constant
currency basis in order to avoid any distortion caused by currency-driven translation effects when measuring
actual management performance.
Group earnings before interest and taxes on a constant currency basis developed as follows in the financial
year under review:
Reconciliation EBIT
€ million 2022
EBIT 320.0
FX effects from translation to budget rates – 25.1
EBIT at budget rates 294.9
JEV-RELEVANT CASH FLOW BEFORE DIVIDEND
The second Group performance indicator reflected in JEV is the cash flow indicator cash flow before dividend,
included in the calculation with a weighting of 25 %. For this purpose, cash flow before dividend is determined
using a simplified approach, based on the management cash flow calculation. TUI Group EBIT, the indicator
serving as the initial basis for calculations, is also shown on a constant currency basis for this purpose.
33
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Cash flow before dividend for JEV purposes developed as follows in the financial year under review:
Cash Flow before dividend
€ million 2022
EBIT 320.0
FX effects from translation to budget rates – 25.1
EBIT at budget rates 294.9
plus amortisation / minus write-backs of other intangible assets and plus depreciation /
minus write-backs of property, plant and equipment
883.5
plus Delta Working Capital 1,073.4
minus other non-cash result items 201.6
minus share of result of joint ventures and associates – 100.7
plus dividends received by TUIAG from joint ventures and associates 0.2
minus paid net interest – 373.1
minus paid income taxes – 131.4
minus pension contributions – 181.1
minus net capex and investments – 315.9
Cash Flow before dividend 1,351.3
Reconciliation cash flow before dividend to Cash Flow Statement
€ million
2022
Cash inflow from operating activities 2,077.8
plus cash inflow from investing activities – 308.2
less interest paid – 385.6
less payments made for the purchase of own shares – 0.6
less payments received from the sale of money markets fund shares – 7.1
Cash Flow before dividend at actual rates 1,376.3
Effect from translation to budget rates – 25.1
Cash Flow before dividend 1,351.2
PRO-FORMA UNDERLYING EARNINGS PER SHARE
The measurement of the long-term incentive plan (LTIP) for the Executive Board is exclusively based on
the average development of pro forma underlying earnings per share from continuing operations
(
LTIP-rel
evant EPS).
The table below shows TUI Group’s pro forma underlying earnings per share. The normalised Group tax rate
for the year under review was reduced in the last two financial years to 0 % against the background of the
considerable decline in earnings caused by
COVID-19; this rate was also applied for the year under review.
The calculation is based on the subscribed capital as at the balance sheet date.
Pro forma underlying earnings per share from continuing operations (LTIP-relevant EPS) developed as
follows in the financial year under review:
Pro forma underlying earnings per shares TUI Group
€ million 2022 2021
Underlying EBIT 408.7 – 2,075.5
less net interest expense
– 465.9 – 448.9
Underlying profit before tax – 57.1 – 2,524.4
Income taxes (0 % assumed tax rate) 0.0 0.0
Underlying Group profit – 57.1 – 2,524.4
Minority interest 64.6 – 13.8
Underlying Group profit attributable to TUI shareholders of TUIAG – 121.7 – 2,510.6
Numbers of shares at FY end (in million) 1,785.2 1,099.4
Underlying earnings per share (€) – 0.07 – 2.28
34
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Risk Report
Successful management of existing and emerging risks is critical to the long-term success of our business
and to the achievement of our strategic objectives. In order to seize market opportunities and leverage the
potential for success, risk must be accepted to a reasonable degree. Risk management is therefore an integral
component of the Group’s Corporate Governance.
Following the introduction of the
FISG (“Finanzmarktintegritätsstärkungsgesetz”), we have taken the oppor-
tunity to review the Group’s existing Risk Management System. At
TUI, managing risk has always been a vital
part of how we conduct our business. Our fully developed risk management system has not been limited to
identifying only those developments that could jeopardise the companies continued existence, it has also
included the active management of all other material risks. Management is limited to risks only, chances or
opportunities are managed in the controlling process; legal chances are reported in a separate legal risk
report.
The TUI Group Audit Committee has always been reviewing the adequacy and effectiveness of the risk
management system and will continue to do so, but as the law now explicitly requires this, we have included
the Committee in the risk governance overview below.
35
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profi le
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-fi nancial Declaration
of
TUI Group
97 Annual fi nancial
Statements of
TUI AG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Risk Governance
RISK OVERSIGHT COMMITTEE
(
ROC
)
Review & Communicate
•
• Summarise and assess principal risks
•
•
Ensure eff ective monitoring
•
• Formulate risk strategy and policy including risk appetite
•
• Report back to Executive Board
TUI Group Risk Management Roles & Responsibilities
•
•
Overall responsibility for risk management
Overall responsibility for risk management
•
•
Determine strategic approach to risk
Determine strategic approach to risk
•
•
Oversee adequacy and eff ectiveness of the risk
Oversee adequacy and eff ectiveness of the risk
management system
management system
•
•
Approve risk policy including risk appetite and set tone at the top
Approve risk policy including risk appetite and set tone at the top
•
•
Agree how principal risks are managed, mitigated and monitored
Agree how principal risks are managed, mitigated and monitored
•
•
Review the eff ectiveness of the risk management system
Review the eff ectiveness of the risk management system
AUDIT COMMITTEE
(of the Supervisory Board)
EXECUTIVE BOARD
Direct & Assure
RISK CHAMPION COMMUNITY
GROUP RISK TEAM
Support & Report
BUSINESS & FUNCTIONS
Identify & Assess
•
• Manage and monitor risks, ongoing basis, communicate
emerging risks
•
• Support engagement and culture of risk awareness, control focus
•
• Agree risk response strategy and local risk appetite
•
• Report an risk status quarterly with local board discussion and approval of quarterly
risk register submission to Group
•
• Identify key risks to business strategy and mitigation factors
•
•
Acknowledge the risk appetite
Acknowledge the risk appetite
36
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
AUDIT COMMITTEE
The Audit Committee, as a subcommittee of the Supervisory Board, is overseeing the effectiveness of the
risk management system. The Group Risk Department Head reports twice a year on the system itself, on
topics which have been discussed in the Risk Oversight Committee, the principal risks and their changes. The
Committee considers the adequacy and the effectiveness of the risk management system and reviews and
acknowledges the risk appetite formulated by the Executive Board.
EXECUTIVE BOARD – DIRECT & ASSURE
With oversight by the Supervisory Board, the Executive Board determines the strategic direction of the
Group and agrees the nature and extent of the risks it is willing to take to achieve its strategic objectives.
Ultimate accountability for the Group’s risk management rests with the Executive Board and therefore it has
established and maintains a risk management system to identify, assess, manage and monitor risks which
could threaten the existence of the company or have a significant impact on the achievement of its strategic
objectives: these are referred to as the principal risks of the Group. This risk management system includes
an internally-published risk management policy which helps to reinforce the tone set from the top on risk,
by instilling an appropriate risk culture in the organisation whereby employees are expected to be risk aware,
control minded and to ’do the right thing’. The policy provides a formal structure for risk management to
embed it in the fabric of the business. Each principal risk has assigned to it a member of the Executive Board
as overall risk sponsor to ensure that there is clarity of responsibility and to ensure that each of the principal
risks are understood fully and managed effectively.
The Executive Board reports to the Audit Committee of the Supervisory Board on the adherence to both
the
UK and German listing requirements, the overall risk position of the Group, on the individual principal
risks and their management, and on the performance and effectiveness of the risk management system as
a whole.
RISK OVERSIGHT COMMITTEE – REVIEW & COMMUNICATE
On behalf of the Executive Board, the Risk Oversight Committee (the ROC), ensures that business risks are
identified, assessed, managed and monitored across the businesses and functions of the Group. Meeting on
a quarterly basis, the
ROC’s responsibilities include considering the principal risks to the Group’s strategy
and the risk appetite for each of those risks, assessing the operational effectiveness of the mitigation in
place to manage those risks and any action plans to further mitigate them, as well as reviewing the bottom- up
risk reporting from the businesses themselves to assess whether there are any heightened areas of concern.
Chaired by the Chief Financial Officer, senior operational and finance management as well as those central
functions which are fulfilling the role as a second line are represented on the committee.
Leaders of central functions as well as senior executives from the Group’s major businesses are invited on a
rotational basis to present on their risk and control framework. This allows members of the
ROC to ask
questions on the processes in place, the risks present in each business or function, as well as any new or
evolving risks which may be on their horizon. It also provides opportunity to seek confirmation that an
appropriate risk culture continues to be in place in each of the major businesses and that there are no gaps
between risk management at business level and at function level.
The
ROC reports bi-annually to the Executive Board to ensure that it is kept abreast of changes in the risk
landscape and developments in the management of principal risks, and to facilitate regular quality discus-
sions on risk management at the Executive Board meetings.
GROUP RISK TEAM – SUPPORT & REPORT
The Executive Board has also established a Group Risk team to ensure that an adequate risk management
system is set up and functions effectively and that the risk management policy is implemented appropriately
across the Group. The team supports the risk management process by providing guidance, support and
challenge to management whilst acting as the central point for coordinating, monitoring and reporting on
risk across the Group. It also supports the
ROC in fulfilling it’s duties and the reporting to both the Executive
and Supervisory Boards. Additionally, Group Risk is responsible for the operation of the risk and control
software that underpins the Group’s risk reporting and risk management process.
BUSINESS & FUNCTIONS – IDENTIFY & ASSESS
Every business and function in the Group is required to adopt the Group Risk Management policy. In order
to do this, each either has their own risk committee or includes risk as a regular agenda item at their Board
meetings to ensure that it receives the appropriate senior management attention within their business. In
addition, the businesses each appoint a Risk Champion, who promotes the risk management policy within
their business and ensures its effective application. The Risk Champions are in close contact with Group Risk
and are critical both in ensuring that the risk management system functions effectively, and in implementing
a culture of continuous awareness and improvement in risk management and reporting.
Risk Appetite
The Executive Board and Audit Committee, in conjunction with the Risk Oversight Committee has reviewed
the Group’s risk appetite. The results of the review indicate the board’s risk appetite across three risk types:
Operational risks – moderate risk tolerance with regard to all operational risks. With the market environ-
ment returning to normal and the Group's business volume rising substantially, capacity bottlenecks in parts
of the infrastructure led to business interruptions in the completed financial year, which the
TUI Group was
only able to influence to a limited extent. These external events thus temporarily led to an overall increase in
the operational risk portfolio. The Executive Board has taken measures to increase the operational resilience
of the business and aims to manage operational risks appropriately in order to continue to offer our customers
consistent unique holiday experiences.
37
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Compliance risks – a lower risk tolerance with regard to compliance-related risks, including compliance with
regulatory requirements, the security of information in any form and the prevention of harm to customers,
employees and all other stakeholders.
Financial risks – a continued low, but temporarily slightly increased risk tolerance with regard to financial
risks due to volatile prices of important tourism expenses. In the current financial year, the Group has taken
various measures to reduce the debts incurred in the context of the
COVID-19 pandemic. The Executive
Board's goal is to further reduce the German government's exposure and improve balance sheet ratios. With
a fundamentally unchanged hedging policy, the hedging ratios for all input costs in foreign currency and fuel
risks are currently still below the target values. We assume that the hedging ratios will approach the historical
ratios again in the medium term.
Our principal risks are aligned to these risk types.
Risk Reporting
The Group Risk department applies a consistent risk reporting methodology across the Group. This is
underpinned by risk and control software which reinforces clarity of language, visibility of risks, mitigation
and actions and accountability of ownership. Although the process of risk identification, assessment and
response is continuous and embedded within the day-to-day operations of the businesses and functions, it
is consolidated, reported and reviewed at varying levels throughout the Group on at least a quarterly basis.
Risk Identification: Management closest to the risks identify those that are relevant to the pursuit of the
strategy within their business area.
A risk owner is assigned to each risk, who has the accountability and authority for ensuring that the risk is
appropriately managed.
Risk Assessment: The methodology used is to initially assess the gross (or inherent) risk. This is essentially
the downside, being the product of the impact together with the likelihood of the risk materialising if there
is no mitigation in place to manage or monitor the risk. The key benefit of assessing the gross risk is that it
highlights the potential risk exposure if mitigation were to fail completely or not be in place at all. Both
impact and likelihood are scored using the criteria shown below:
Impact Assessment
MINOR MODERATE SIGNIFICANT
MAJOR
SERIOUS
Impact on Impact on Impact on Impact on Impact on
Financials (Sales and / or Costs)
Reputation
Technology reliability
Compliance
Health & Safety standards
Programme Delivery
Financials (Sales and / or Costs)
Reputation
Technology reliability
Compliance
Health & Safety standards
Programme Delivery
Financials (Sales and / or Costs)
Reputation
Technology reliability
Compliance
Health & Safety standards
Programme Delivery
Financials (Sales and / or Costs)
Reputation
Technology reliability
Compliance
Health & Safety standards
Programme Delivery
Financials (Sales and / or Costs)
Reputation
Technology reliability
Compliance
Health & Safety standards
Programme Delivery
Likelihood Assessment
RARE
< 10 %
UNLIKELY
10 – < 30 %
POSSIBLE
30 – < 60 %
LIKELY
60 – < 80 %
ALMOST CERTAIN
≥ 80 %
38
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profi le
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-fi nancial Declaration
of
TUI Group
97 Annual fi nancial
Statements of
TUI AG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The next step in the risk reporting process is to assess and document the mitigation currently in place to
reduce the likelihood of the risk materialising and / or its impact if it does. Consideration of these then
enables the current (or residual) risk score to be assessed, which is essentially the reasonably foreseeable
scenario. This measures the impact and likelihood of the risk with the mitigation in place and eff ective. The
key benefi t of assessing the current risk score is that it provides an understanding of the current level of risk
faced today and the reliance on the mitigation in place.
Risk Response: If management are comfortable that the current risk position is within the Group’s appetite,
the risk is accepted and no further action is required to further reduce it. The mitigation continues to be
operated and management monitor the risk, the mitigation and the risk landscape to ensure that it remains
at an acceptable level. If management assesses that the current risk score is too high, an action plan will be
drawn up with the objective of introducing new or stronger mitigation that will further reduce the impact
and / or likelihood of the risk to an acceptable level. This is known as the target risk score and is the parameter
by which management can ensure the risk is being managed in line with their overall risk appetite. The risk
owner will normally be the individual tasked with ensuring that this action plan is implemented within an
agreed timetable.
Each business and function will continue to review their risk register on an ongoing basis through the
mechanism
appropriate for their business e. g. local Risk Committee.
This bottom-up risk reporting is considered by the
ROC alongside the Group’s principal risks. New risks are
added to the Group’s principal risk register if deemed to be of a signifi cant nature so that the ongoing status
and the progression of key action plans can be managed in line with the Group’s targets and expectations.
AD HOC RISK REPORTING
Whilst there is a formal process in place for reporting on risks on a quarterly basis, the process of risk
identifi cation,
assessment and response is continuous and therefore if required, risks can be reported to the
Executive Board outside of the quarterly process, should events dictate that this is necessary and appro-
pri
ate. Ideally such ad hoc reporting is performed by the business or function which is closest to the risk, but
it can be performed by the Group Risk department if necessary.
Principal Risk Heat Map
High
Risk Score
Low
Risk Score
IMPACT
LIKELIHOOD
1 Lack of integration & flexibility (IT & Ops)
2 Reduction in customer demand
3 Inability to attract & retain talent
4 Insufficient cash flow
5 Volatility of input costs
6 Access to EU airspace post-Brexit
7 Disruption to IT Systems (Cyber attack)
8 Lack of sustainability improvements
9 Reliance on key suppliers
RISKS ABOVE APPETITE
CURRENT RISK POSITION
A Disruption within our destinations
B Security Health & Safety breach
C Breach of regulatory requirements
D Management of joint venture partnerships
RISKS WITHIN APPETITE
CURRENT
RISK POSITION
The level of risk faced today taking
account of the mitigation already in
place and operating eff ectively
TARGET
RISK POSITION
The acceptable level of risk, in line
with the overall risk appetite
CURRENT
RISK POSITION
TARGET
RISK POSITION
1
2
3
5
4
8
97
6
4
5
6
3 721
8
9
A
C
D
B
39
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
EFFECTIVENESS OF THE RISK MANAGEMENT SYSTEM
The Executive Board regularly reports to the Audit Committee of the Supervisory Board on the perform-
ance, effectiveness and adherence to listing requirements of the risk management system, supported by the
ROC and the Group Risk department. Additionally, the Audit Committee receives assurance from Group
Audit through its audit plan over a selection of principal risks, processes and business transformation initia-
tives most critical to the Group’s continued success.
During the pandemic, there was a significant reduction in the companies’ operation which allowed for a
lower level of operational risk management. Instead, financial risks in terms of liquidity management were
the primary focus during that time and these were being closely monitored and managed by the Executive
Board.
With the ramp up of the business towards the summer season, risk management activities throughout the
operational businesses and central functions resumed and formal requirements for risk reporting were
re-introduced taking into account changes to the business as a result of the ongoing transformation. This
however came at the same time as the increased volumes began putting pressure on the external infrastructure
when some operational risks increased over which we had only limited control.
The conclusion from all of the above assurance work is that despite the temporary operational weaknesses
as businesss activity resumed, the risk management system has functioned effectively throughout the year
and there have been no significant failings identified. Of course there is always room for improvement,
especially considering the necessary adaptions to the changes in the Group during the pandemic and the
Risk Champions and the Group Risk department continue to work together to enhance the risk management
and reporting processes.
Finally, in accordance with Section 317 (4) HGB (German Commercial Code), the auditor of TUIAG has
reviewed the early detection system for risks in place as required by Section 91 (2) AktG (German Stock
Corporation Act) to conclude, if the system can fulfill its duties. Following the auditing standard, the auditor
has focused on the determination of the risk bearing capacity of
TUI and the comparison of this performance
indicator with the aggregation of the Group’s Risk portfolio. To determine the risk bearing capacity, we
leveradge our considerations given and calculations made for the Viability Statement. This procedure has
been approved by the Group Executive Committee.
Principal risks
The principal risks to the Group are either considered to be ’Above’ or ’Within’ risk appetite.
Risks above the appetite are those that either require further mitigation in order to reduce them to an
acceptable position or are heightened by external events beyond our control. We have action plans in place
to increase or strengthen mitigation around each of these risks and reduce the current risk score to the
target level indicated in the heat map diagram.
Risks within the appetite are those that considered to be at an acceptable level. For these, we have controls,
processes and procedures in place as a matter of course that serve to mitigate each risk to either minimize
the likelihood of the event occurring and / or minimise the impact if it does occur. These risks remain on our
risk radar where we regularly monitor the risk, the mitigation and the risk landscape to ensure that the risk
score stays stable and within our risk appetite in each case.
In the heat map diagram, the assessment criteria used are shown on page37.
Financial year 2022 principal risks
Similarly to other external factors that have previously impacted our Group (e. g. the volcanic ash-cloud or
grounding of the B737 Max fleet), we do not consider the
COVID-19 pandemic as a risk in its own right, but
as an event that has led to far-reaching consequences for our offer in source markets as well as destinations.
This has led to several of our principal risks to materialise simultaneously, including: customer demand, input
cost volatility, cashflow, destination disruption and security, health & safety. All of these principal risks
continue to remain heightened throughout the pandemic.
Measures taken in order to react to this crisis have also heightened the principal risk profile. Therefore the
lack of integration risk has increased, due to the volume and speed of transformation required within the
Group in order to react to the impact; and the ability to attract and retain talent, due to the cost saving
measures related to our employees.
From the Executive Board's perspective, despite the existing risks, the
TUI Group currently has and will
continue to have sufficient funds, resulting from both borrowings and operating cash flows, to meet its
payment obligations and to ensure the going concern of the company accordingly in the foreseeable future.
In this context, the Executive Board assumes that the credit lines expiring in summer 2024 will be refinanced.
Therefore, as at 30 September 2022, the Executive Board does not identify any material uncertainty that
may cast significant doubt on the Group's ability to continue as a going concern.
In its assessment, the Executive Board assumes that booking behaviour in the 2023 financial year will largely
correspond to the pre-pandemic level. The Executive Board assumes that travel behaviour will not be affected
by further long-term closures and lockdowns or by the impact of Russia's war of aggression on Ukraine.
The Executive Board does not consider the remaining risk with regard to a further pandemic / war-related
change in booking behaviour to be a threat to the company's existence. Nevertheless, the intensified general
price increase of recent months could continue, in particular due to rising energy costs, and lead to a
significant reduction in the private budget available for travel services, thus lowering purchasing power and
resulting in declining customer demand. In addition, a permanent increase in fuel costs as well as other
services, especially those we purchase in US dollars, could lead to an increase in our input costs. In view of
the disruptions in our flight operations in H2 2022, we have initiated measures to increase the resilience of
40
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
our flight operations, for example by deploying more stand-by aircraft. In the medium term, we expect the
situation at international airports to ease.
For further information please refer to the Viability Statement on page48.
See chapter Going Concern Reporting in accordance with UK Corporate Governance Code, page162.
If the risk detail in the subsequent tables does not suggest otherwise, the risks shown below relate to all
segments of the Group. The risks listed are the principal risks to which we are exposed but are not exhaus-
tive and will evolve over time due to the dynamic nature of our business.
Principal risks above risk appetite
Nature of Risk Mitigating Factors
1. LACK OF INTEGRATION AND FLEXIBILITY WITHIN OPERATIONS AND IT SYSTEMS
The Group’s strategy ensures that we are more vertically integrated, which reduces the impact of disruption
by pure digital players.
The overall strategy is to drive profitable topline growth whilst reducing our cost base. This involves the in-
tegration of our businesses and the development of core platform capabilities and technical infrastructure
providing flexibility of
IT services.
Our focus is on enhancing our operations and customer experience by providing engaging, intuitive and
seamless customer service through the delivery of these projects.
The lack of integration and flexibility within our systems and operations, particularly in the Markets & Airline
businesses can impact our competitiveness and our ability to provide a superior customer experience as well
as to deliver on quality and operational efficiency.
• We develop our own software solutions and combine them in an ecosystem for use in all markets of our
Markets & Airlines division.
• Integration and development of Musement
IT platform as technology driver for Customer Experience.
• An established Global Transformation Office to monitor all initiatives to ensure they are on track as well
as regularly provide status updates to the Group Executive Committee.
• An established Asset Transformation Board, chaired by the Chief Strategy Officer that reviews the current
asset portfolio within our airline, hotels and cruise businesses.
• Strong project management structures exist for all of the major restructuring, acquisition and disposal
programs, which are underway to ensure that they are managed effectively.
• Project reporting tool ensures enhanced visibility of the progress of major projects as a matter of routine.
• Centralised management structures to oversee the Markets and Airline businesses.
41
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
2. REDUCTION IN CUSTOMER DEMAND
Spending on travel and tourism is discretionary and price sensitive as well as competitive. The economic
outlook remains uncertain. Furthermore, in recent years there has been an emergence of successful substi-
tute business models such as web-based travel and hotel portals which allow end users to combine the
individual elements of a holiday trip on their own and book them separately.
There is the risk that these external factors within our industry will impact on the spending power as well as
the desire to travel of our customers. This could impact our short-term growth rates and lead to margin
erosion.
Customer demand has returned after the significant impact of the
COVID-19 pandemic. Nevertheless, the
Russian war of aggression against Ukraine and energy prices are significantly worsening the economic
outlook in our key markets.
Adverse climate conditions (heat-waves, droughts, heavy rain) bear the risk that customer demand for
popular holiday destinations, where
TUI is active, decline. This could impact our mid-term growth and the
valuation of our hotel assets in these countries.
• Our market position as a globally operating tourism group, our brand and our integrated business model
enables us to respond robustly to competitive threats.
• The Group is characterised by the continuous development of new holiday experiences, developing new
concepts and services which match the needs and preferences of our customers. Our strong and lasting
relationships with our key hotel partners further reinforces our ability to develop new concepts exclusive
to the Group.
• Experience shows that many consumers give high priority to their travel spending.
• Leveraging our scale to keep costs down and prices competitive.
•
The multitude of source markets, which react to external shocks to varying degrees, can lead to a balancing
effect.
• Promoting the benefits of travelling with a globally operating tour operator to increase customer confi-
dence and peace of mind. This became particularly prominent during the pandemic where customers are
seeking a higher level of security from reputable companies.
• With our asset right strategy in our hotels business, we aim a mix of owned, leased or other partnership
arrangements to manage the investment into the holiday destinations. This secures capacity and thus
limiting the financial investment.
3. INABILITY TO ATTRACT AND RETAIN TALENT
•
Support retention by refreshing our Performance Management processes, aligning our development
opportunities to the business needs and communicating all internal vacancies to our employees.
• Promoting a working from anywhere culture, allows us to attract and retain a wider pool of talent that
does not require to be located close to our base offices.
• Build and develop internal talent pools of our high potential employees ensuring that they are diverse and
inclusive.
•
A strategically aligned leadership programme for high performing management at all levels and the
creation of strong management development programme for all people managers.
Our success depends on the ability to attract, retain, and develop our talent to ensure that we equip our
employees to deliver our strategy as well as to also become our future leaders.
There is a risk that we are unable to attract and retain key talent, build future leadership capability and
maintain the commitment and trust of our employees.
Challenges in managing and maintaining our talent pipeline in order to deliver against our strategy, drive
competitiveness and maximize on our operating performance, may impact on our ability to future proof the
Group and the associated potential for negative impact on shareholder confidence.
This risk continues to be high as a result of the cost saving measures related to our employees as well due
to the tourism industry being a less attractive sector.
42
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
4. INSUFFICIENT CASH FLOW
Tourism is an inherently seasonal business with the majority of profits earned in the European summer
months. Cash flows are similarly seasonal with the cash high occurring in the summer as advance payments
and final balances are received from customers, with the cash low occurring in the winter as liabilities have
to be settled with many suppliers after the end of the summer season.
There is the risk that if we do not adequately manage cash balances through the winter low period this could
impact on the Group’s liquidity and ability to settle liabilities as they fall due whilst ensuring that financial
covenants are maintained.
As a result of the
COVID-19 pandemic the Group has experienced increasing challenges to the cashflow pro-
file. This is due to operational activity being significantly reduced during the summer months, which is the
time when the majority of cash balances are received from customers. After two years heavily impacted by
the
COVID-19 pandemic, operational activity has recovered during H2 2022, leading to a more normalised
cashflow profile again. Nevertheless, we are still experiencing a significantly shorter booking profile whereby
customers are booking very close to departure and therefore cash deposits are received later than previous
booking patterns and the cash balances are subject to higher short tem movements.
The price increases observed in the year under review had no relevant impact on customer demand.
•
The Executive Board has continued to place significant focus on the review of the Group’s cash flow position
during and after the COVID-19 crisis period.
• The resumption of holidays, and ramp-up of operations during 2022 have contributed towards improving
the cash positon.
• With the customer deposits received for the coming seasons , the positive cash flow in 2022 and, the net
funds from the financing measures implemented in the year under review (capital increases in October
2021 and May 2022 net of government hand-backs), the Executive Board believes that, despite the existing
risks, the TUI Group currently has and will continue to have sufficient funds resulting both from the bor-
rowing and from operating cash flows to meet its payment obligations and to continue as a going concern.
The Executive Board no longer considers the remaining risk with regard to a further pandemic-related
change in booking behaviour as a threat to the company as a going concern. For the 2023 financial year, it
is expected that booking behaviour will largely correspond to the pre-pandemic level. The Executive Board
assumes that travel behaviour will not be affected by further long-term closures and lockdowns or by the
impact of Russia's war of aggression on Ukraine.
• The Executive Board does not consider the remaining risk with regard to a further pandemic / war-related
change in booking behaviour to be a threat to the company's existence. In view of the disruptions in our
flight operations in H2 2022, we have initiated measures to increase the resilience of our flight operations,
for example by deploying more stand-by aircraft. In the medium term, we expect the situation at interna-
tional airports to ease.
•
Our focus on holiday experiences is helping to reduce the seasonality risk, as hotels, cruises and destination
experiences have a more evenly distributed profit and cash profile across the year.
• As our business is spread across a number of markets, there are some counter-cyclical features e. g. winter
is a more important season for the Nordic and Canadian markets. Some brands, such as the
UK ski brand
Crystal Ski, have a different seasonality profile which helps to counter-balance the overall profile.
• The business regularly produces both short term and long term cash forecasts during the year– on a
daily basis when needed– , which the Treasury department use to manage cash resources effectively. We
continue to maintain high-quality relationships with the Group’s key financiers.
TUIAG's RCF and KfW
credit line are subject to compliance with certain financial target values (covenants) for debt coverage and
interest coverage, the review of which is carried out based on the last four reported quarters at the
end of the financial year or the half-year of a financial year. Against the backdrop of the impact from the
COVID-19 pandemic, the review was suspended until March 2022 and resumed in September 2022. Higher
limits will be applied at the first two cut-off dates before normalised limits have to be complied with from
September 2023. As of September 2022,
TUI successfully complied with the financial covenants.
43
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
• Regularly reviewing ways in which we can raise additional finance from the capital markets, should it be
required, and how we can continue to improve our Free Cash Flow position.
Please refer to the Viability Statement on page48 for further details on the measures taken this year.
5. VOLATILITY OF INPUT COSTS
A significant proportion of operating expenses are in non-local currency and / or relate to aircraft and cruise
fuel which therefore exposes the business to fluctuations in both exchange rates and fuel prices.
There is the risk that if we do not manage adequately the volatility of exchange rates, fuel prices and other
input costs, then this could result in increased costs and lead to margin erosion, impacting on our ability to
achieve profit targets. As a result of the pandemic there is also a risk that there will be only limited lines
available to put in place hedges to manage the volatility of future seasons.
Furthermore, changes in macroeconomic conditions, such as those that were experienced as a result of the
pandemic and other geo-political events, like the war on Ukraine, can have an impact on fuel rates and
exchange rates which, particularly for the £ / € rate has a direct impact on the translation of non-euro market
results into euros, the reporting currency of our Group. The recent increase in inflationary pressures has led to
central banks increasing interest rates. The aggressive raising of US interest rates by the US Federal Reserve
vs. a slower pace of monetary tightening by other central banks, most notably the ECB, has increased interest
rate differentials and caused the US dollar to strengthen against other currencies such as the Euro and British
Pound. Where the Group has unhedged exposures, this will have an adverse impact on input costs denomi-
nated in
US dollars.
• An established Hedging Committee that monitors the Group’s hedging position.
• Ensuring that the appropriate derivative financial instruments are used to provide hedging cover for the
underlying transactions involving fuel and foreign currency.
• Maintaining an appropriate hedging policy to ensure that hedging cover is taken out ahead of the markets’
customer booking profiles, where hedging lines allow. This provides a degree of certainty over input costs
when planning pricing and capacity, whilst also allowing some flexibility in prices so as to be able to
respond to competitive pressures if necessary.
• Tracking the foreign exchange and fuel markets to ensure the most up-to-date market intelligence and the
ongoing appropriateness of our hedging policies.
• Expressing our key profit growth target in constant currency terms so that short term performance can
be assessed without the distortion caused by exchange rate fluctuations.
We are currently unable to exercise all controls as our banking lines do not sufficiently cover all of the Group’s
hedging needs. We regard this as a temporary situation which has already significantly improved in the
recent months.
Further information on currency and fuel hedges can be found in the Notes to the consolidated financial statements in the
Financial instruments section.
6. ACCESS TO EU AIRSPACE POST-BREXIT
Our main concern is whether or not all of our airlines will continue to have access to EU airspace as now.
If we were unable to continue to fly intra-EU routes, such as from Germany to Spain, this would have a
significant operational and financial impact on the Group.
Other areas of uncertainty include the status of our
UK employees working in the EU and vice versa and the
potential for customer visa requirements for holidays from the
UK to the EU.
• Dedicated workstreams to coordinate suitable mitigation strategies where the
UK exit from the European
Union has impacted on our operations, particularly the airlines.
• Regular engagement and lobbying towards relevant
UK and EU decision makers to stress the continued
importance of a liberalised and less regulated aviation market across Europe to allow access to investment
capital and to protect consumer choice in both regions.
44
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
7. DISRUPTION TO IT SYSTEMS (CYBER ATTACKS)
Our responsibility is to protect the confidentiality, integrity and availability of the data we process for our
customers, employees, and businesses.
This is an evolving risk due to increasing digitalisation, embracing emerging technologies, growing global
cyber-crime activity, Russia-Ukraine conflict and more regulation (e. g.
EU GDPR). Our consolidation under
the
TUI brand and increasing dependence on online sales and customer care increases our exposure and the
potential worst-case impact of a successful cyber-attack.
If we do not ensure we have the appropriate level of security controls in place across the Group, this could
have a significant negative impact on our key stakeholders, associated reputational damage and potential for
financial implications.
• Continued commitment from the Executive Board in support of key initiatives to ensure existing and fu-
ture
IT systems are secure by design, that exposure to vulnerability is managed, user access is monitored,
and colleagues are made aware of information security risks through appropriate training – Security first
in everything we do.
•
Increasing the maturity and coverage of our Security Operations Centre and monitoring tools to anticipate,
detect and respond to criminal attacks and resolve information security incidents.
• Scaling out our Security Engineering capability to ensure controls are embedded in the application devel-
opment pipeline as
TUI’s information technology is transformed.
• Continuous improvement through lessons learned from real or simulated cyber incidents.
•
The TUI Sustainability Agenda purpose is to set and drive industry standards, ambitious goals and develop
transformation roadmaps for all parts of the business.
•
This means to actively engage colleagues, partners and customers, bringing sustainability to life in a
tangible and emotional way.
•
The Group Sustainability department sets clear goals, priorities, and the framework to deliver the
Sustainability Agenda.
• Operating one of the most carbon efficient airlines in Europe with continued investment in new, more
efficient aircraft and cruise ships.
•
Our ambition is to achieve net-zero emissions across our operations and supply chain by 2050 at the lat
est.
• Science-based targets have been set for our airline, hotel and cruise operations by 2030, validated by the
Science Based Targets initiative (
SBTi).
•
Development and implementation of emission reduction roadmaps for airlines, cruises and hotels to
significantly reduce emissions.
•
Adhering to increasingly supply chain focused regulations (e. g. German Supply Chain Act, EU Supply chain
due diligence regulation 2025) rolling out new processes and structure with a strong focus on procurement.
•
Implemented an environmental management system with all TUI airlines having achieved ISO 14001 certifi-
cation.
• Driving up social and environmental standards through accommodation suppliers achieving certifications
recognised by the Global Sustainable Tourism Council (GSTC) and applying the GSTC Criteria to TUI experiences.
• Enabling customers to make more sustainable holiday choices by launching our Green & Fair label.
8. LACK OF SUSTAINABILITY IMPROVEMENTS
For the Group, economic, environmental and social sustainability is a fundamental management principle
and a cornerstone of our strategy for continually enhancing the value of our Company. This is the way we
create the conditions for long-term economic success and assume responsibility for sustainable transformation
in the tourism sector.
Our focus is to reduce the environmental impact of our operations and promote responsible social policies
and outcomes both directly through our own business and indirectly via our influence over our supply chain
partners, thereby driving the sustainable transformation of the tourism industry.
There is a risk that we are not successful in driving social and environmental improvements across our oper-
ations, that our suppliers do not uphold our corporate and social responsibility standards and we fail to
influence destinations to manage tourism more sustainably.
If we do not maximise our positive impact on destinations and minimise the negative impact to the extent
that our stakeholders expect, this could result in a decline in stakeholder confidence, reputational damage
and reduction in demand for our products and services.
45
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
9. RELIANCE ON KEY SUPPLIERS
Providers of holiday and travel services are exposed to the inherent risk of failure in their key suppliers,
particularly for hotels, aircraft and cruise ships. This is heightened by the industry convention of paying
hoteliers in advance (’prepayments’) to secure a level of room allocation for the season as well as in areas
where a single supplier is used to provide a product or service.
There is the risk that we are unable to continue with our core operations in the event of a major service
failure from our key suppliers.
This risk has crystalised during the summer season when capacity bottlenecks in third party infrastructure
caused some temporarily business interruption.
•
Working with partners in the Destination Co-Lab to develop Rhodes into a beacon for sustainable develop-
ment of holiday destinations, with the ambition to share the learnings.
• We are working on improving our alignment to climate-related financial disclosures in line with the
TCFD,
by publishing
TUI Groups first TCFD statement in this Annual Report.
See page123.
• Using reputable and financially stable suppliers, particularly in areas where a single supplier is used to
provide a service.
• Regular monitoring of supplier performance against agreed terms and conditions.
• Strong working relationships with all key suppliers.
•
Owned and joint venture partner hotels form a substantial part of our program which reduces our inherent
risk in this area.
•
A robust prepayment authorisation process is established and embedded to both limit the level of
prepayments made and ensure that they are only paid to trusted, credit-worthy counterparties.
• Prepayments are monitored on a timely and sufficiently granular basis to manage our financial exposure
to justifiable levels.
• Developing adequate controls around key suppliers operative ability. In service meetings, for example, we
discuss current challenges with suppliers even more closely, so that we are also in a position to react
operationally ourselves.
46
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
Principal risks within appetite
A. DISRUPTION WITHIN OUR DESTINATIONS
B. SECURITY HEALTH & SAFETY FAILURE
Providers of holiday and travel services are exposed to the inherent risk of external events affecting desti-
nations. This can include natural disasters such as hurricanes or tsunamis; outbreaks of disease such as the
COVID-19 pandemic; political volatility as has been seen in Egypt, Turkey and Greece in recent years; the
implications of war in countries close to our markets and destinations; and terrorist events such as the trag-
ic incident in Tunisia in 2015.
There is the risk that if such an event occurs, impacting one or more of our destinations that we could
potentially suffer operational disruption and costs. We may be required to repatriate our customers and / or
the event could lead to a significant decline in demand for holidays to the affected destinations over an
extended period of time.
The safety and security of customers and colleagues is of paramount importance to any holiday and travel
service provider.
There is the risk of accidents, incidents or events occurring causing illness, injury or death to customers or
colleagues whilst on a
TUI holiday or provided activity or service.
In addition to the harm caused the affected individual(s), this could result in disruption to operational
activities, reputational damage to the business and / or financial liabilities through loss of earnings, lack of
demand and / or legal claims being brought by the affected parties.
• Within our Group
SHS centre of excellence we have a centralised Crisis Management Planning and Co-
ordination function, providing centralised frameworks, personnel reporting structures, incident manage-
ment systems and crisis communications plans for use in the local delivery of any response.
• Our well-established crisis management procedures and emergency response plans are activated when an
event of this nature occurs and focus on the welfare of our customers.
• Due to our presence in key holiday destinations, in the event of a local event occurring, we can offer alter-
native options to our customers and remix our destination portfolio away from the affected area in future
seasons if necessary.
• The established Group Security, Health & Safety (Group
SHS) centre of excellence oversees safety and
security risk management activities are appropriately conducted across the organisation, delivering alignment
and consistency across the TUI Group.
•
Group SHS’ operational responsibilities include TUI Tour Operations, TUI Hotels & Resorts and TUI Muse
ment
(including Intercruises). Operational safety and security risk management activities for Airline and Cruise
operations are managed from within the respective business units.
• Data-led, risk-based Safety and Security Risk Management systems are in place.
• Safety and Security Risk Management clauses are included in supplier contracts.
• Appropriate insurance policies are in place to mitigate any financial losses.
47
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
• Communication and strong tone from the top concerning compliance with laws and regulations.
• Risk based compliance management systems managing the most relevant legal areas for the Group.
• Regular reporting of Integrity and Compliance Director in different bodies (Group Executive Committee,
Audit Committee, Group Works Council) in order to guarantee appropriate monitoring, supervision and
implementation of action plans and to strengthen the Integrity & Compliance culture across the Group.
• Embedded legal expertise in all major businesses responsible for maintaining high quality relationships
with the relevant regulators and authorities.
• Ongoing implementation and review of Compliance Management System conducted by the Group Integ-
rity & Compliance department to monitor compliance with regulations and provide expert advice to local
teams on specific compliance areas.
Most providers of holiday and travel services operate across a number of economies and jurisdictions, which
therefore exposes them to a range of regulatory laws which must be complied with.
As we are operating from multiple source markets and providing holidays in more than many destinations,
we are exposed to a range of laws and regulations with which we must comply or else risk incurring fines or
other sanctions from regulatory bodies.
D. MANAGEMENT OF JOINT VENTURE PARTNERSHIPS
It is common for tourism groups to use joint venture partnerships in some of their operations in order to
reduce the risk of new ventures, to gain access to their expertise of the local market as well as to strengthen
the balance sheet position in line with our less capital intensive “asset-right” strategy (e. g. the transaction
completed with Riu). There are three significant joint ventures within the Group – Riu, TUI Cruises and
Sunwing.
For details on our strategy refer to page23.
There is the risk that if we do not maintain good relations with our key partners that the ventures’ objectives
may not remain consistent with that of the Group which could lead to operational difficulties and jeopardize
the achievement of financial targets.
• Good working relationships exist with all of our main joint venture partners and they are fully aligned with
and committed to the growth strategy of the Group.
C. BREACH OF REGULATORY REQUIREMENTS
48
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Viability Statement
In accordance with Rule 31 of the UK Corporate Governance Code, the Executive Board assesses the Com-
pany’s future prospects for a period exceeding the twelve months required by the going concern premise.
The Executive Board reviews the business development annually and on a rolling basis based on a three-year
strategic plan. The current three-year plan was adopted in October 2022 and covers the period until 30Sep-
tember 2025. A three-year horizon is considered appropriate for a fast moving competitive environment
such as tourism.
The global travel restrictions to contain
COVID-19 have had a continuous negative impact on the Group's
earnings and liquidity development since the end of March 2020. To cover the resulting liquidity needs, the
Group has carried out various financing measures in the financial years 2020 and 2021, which, in addition to
a capital increase, the use of the banking and capital markets and cash inflows from the sale of assets, also
include financing measures from the Federal Republic of Germany in the form of a KfW credit line totalling
€ 2.85 bn, an option bond from the Economic Stabilisation Fund (
WSF) totalling € 150 m and two silent par-
ticipations from the
WSF totalling € 1.091 bn. The financing measures are described in detail in the annual
reports for the past two financial years.
With the entry of the new shares in the commercial register on 28 October 2021 and final settlement with
the participating banks on 2 November 2021,
TUIAG successfully completed another capital increase. The
gross issue proceeds totalled around € 1.1 bn. The Group's share capital increased nominally by € 523.5 m to
€ 1.623 bn.
On 17 May 2022,
TUIAG placed around 162.3 m new shares with institutional investors in the framework of
a capital increase against cash contributions without subscription rights for shareholders by way of an accel-
erated placement, corresponding to around 10 % of
TUIAG's share capital. The gross proceeds of around
€ 425.2 m from the capital increase and available cash were used to fully repay the German government's
silent participation
II (Economic Stabilisation Fund, 'WSF') of € 671.0 m in full ahead of schedule on 30 June
2022. Including the coupons to be shown as dividends,
TUI repaid € 725.4 m to the WSF. Following full repay-
ment and termination of the KfW credit line,
TUI has to pay remuneration to the German state for the
coupons saved by the early repayment of Silent Participation
II.
As at 30 September 2022,
TUI Group's revolving credit facilities totalled € 3.74 bn, they have a term until
summer 2024. The financing commitments available until 30 September 2021 were utilised in the amount of
€ 0.6 bn as at the balance sheet date.
With regard to the KfW credit lines, it was also agreed that
TUIAG would use 50 % of individual cash inflows
exceeding € 50 m by 20 July 2022, but not exceeding € 700 m, for example from capital measures or dispos-
als of assets or companies, to reduce the financing granted to
TUIAG to bridge the effects of COVID-19. In
accordance with this agreement,
TUIAG returned the unused credit facility of € 170 m on 1 April 2022. In
addition, the volume of unused credit commitments under the KfW credit line as at 31 March 2022 was re-
duced by € 413.7 m. Finally, 913 of the 1,500 warrant bonds issued to
WSF were redeemed. A purchase price
of € 91.3 m plus accrued interest and early repayment penalties of € 7.2 m was paid for these. On June 30, 2022,
the existing and at that date undrawn KfW credit lines were reduced by a further € 336 m to € 2.1 bn.
For regulatory reasons due to Brexit, the credit line of a British bank (around € 80 m liquid funds and
€ 25 m guarantee line) could not be extended beyond summer 2022. It was therefore repaid or terminated
as of July 20, 2022.
After 20 July 2022, 50 % of individual specific cash inflows exceeding € 50 m must be used to reduce the
financing granted to
TUIAG to bridge the effects of COVID-19; there is no maximum limit.
TUIAG's € 1.64 bn credit line from private banks and KfW credit line are subject to compliance with certain
financial target values (covenants) for debt coverage and interest coverage, the review of which is carried out
on the basis of the last four reported quarters at the end of the financial year or the half-year of a financial
year. Against the backdrop of the ongoing pressures from the
COVID-19 pandemic, the review has only been
resumed in September 2022 and
TUI was in full compliance. In addition, higher limits are to be applied on
the first two cut-off dates before normalised limits have to be complied with from September 2023.
The support and stabilisation package as well as the further financing measures are described in detail in the
chapter ’Going concern reporting according to the
UK Corporate Governance Code’ in the notes.
See chapter Going Concern Reporting in accordance with the UK Corporate Governance Code, page162.
Currently, TUI Group is only marginally affected by the negative financial impact of the COVID-19 pandemic.
Although the number of
COVID-19 cases remained high, in particular due to the rapid spread of the Omicron
variant, contact restriction measures and travel restrictions were gradually eased in most countries in the
first months of the calendar year and business was fully resumed in all segments. As of April 2022, the entire
fleet of the Cruises Segment was in operation, and as of summer 2022, the Hotels & Resorts Segment was
able to offer the entire product portfolio. Demand recovered very robustly, albeit later than assumed in the
previous year's planning due to the travel restrictions in place at the beginning of the financial year. In the
Cruises segment, the recovery in demand started later than in the other segments. As a result of the
pandemic, a more short-term booking behaviour continues to be observed. The unprecedented restart of
business led to flight disruptions, particularly in the UK and the Netherlands, but also in other source
markets, which impacted the Group's result. The price increase in the course of the financial year, especially
for fuel, and changes in exchange rates could not be fully offset by higher travel prices and additionally
burdened the result in the past financial year.
49
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
From the Executive Board's perspective, despite the existing risks, the TUI Group currently has and will
continue to have sufficient funds, resulting from both borrowings and operating cash flows, to meet its pay-
ment obligations and to ensure the going concern of the company accordingly in the foreseeable future. In
this context, the Executive Board assumes that the credit lines expiring in summer 2024 will be refinanced.
Therefore, as at 30 September 2022, the Executive Board does not identify any material uncertainty that
may cast significant doubt on the Group's ability to continue as a going concern.
In its assessment, the Executive Board assumes that booking behaviour in the 2023 financial year will largely
correspond to the pre-pandemic level. The Executive Board assumes that travel behaviour will not be affected
by further long-term closures and lockdowns or by the impact of Russia's war of aggression on Ukraine.
The Executive Board does not consider the remaining risk with regard to a further pandemic / war-related
change in booking behaviour to be a threat to the company's existence. Nevertheless, the TUI Group's
performance might be impaired by the following factors. The intensified general price increase of recent
months could continue, in particular due to rising energy costs, and lead to a significant reduction in the
private budget available for travel services, thus lowering purchasing power and resulting in declining
customer demand. In addition, a permanent increase in fuel costs as well as other services, especially those
we purchase in
US dollars, could lead to an increase in our input costs. Further burdens could result from
continued or increased flight disruptions. If these risks were to materialise, compliance with the financial
covenants as at 31 March 2023 and 30 September 2023 could be jeopardised. The Executive Board considers
the simultaneous occurrence of these risks to be very unlikely and therefore assumes that the financial
targets (covenants) will be met.
Taking into account the current situation of the Group, the main risks and the above-mentioned sensitivity
analysis, the Executive Board has a reasonable expectation that the Group will be able to continue opera-
tions and meet the obligations arising within the three-year period under review.
Key features of the internal control and risk management system in
relation to the (Group) accounting process (sections 289 (4) and 315 (4)
of the German Commercial Code)
1. CONCEPTUAL FRAMEWORK AND GOVERNANCE
The internationally recognised framework created by COSO (Committee of Sponsoring Organizations of the
Treadway Commission) forms the conceptual basis for TUI Group’s accounting-related internal control system.
On the basis of section 107 (3) of the German Stock Corporation Act, the Audit Committee of the Supervi-
sory Board of
TUIAG reviews the auditing of the annual financial statements, monitoring the accounting
process and the effectiveness of the internal control and risk management systems. The reliability of financial
reporting and the monitoring of the financial accounting process as well as the effectiveness of the internal
control and risk management systems are described in the Audit Committee Report. This also takes account
of the effectiveness of the accounting-related internal control and risk management system.
Report of the Audit Committee, see page18.
The Group’s auditors gain insight into TUI Group’s established control environment and control measures.
The accounting-related audits by the auditor are complemented by an assessment of selected control
definitions and their implementation. The audit of the consolidated financial statements by the Group
auditor and the audit of the individual financial statements of Group companies included in the consolidated
financial statements, in particular, constitute a key non-process-related monitoring measure in relation to
Group accounting.
In Group accounting, the risk management system, implemented as a component of the internal control
system in the form of an Enterprise Risk Management (
ERM) System, also addresses the risk of misstate-
ments in Group bookkeeping and external reporting. A more detailed explanation of the risk management
system is provided in the section on Risk Governance in the Risk Report.
2. USE OF IT SYSTEMS
Bookkeeping transactions are captured in the individual financial statements of TUIAG and of the
sub-
sidiaries of
TUIAG through local accounting systems, above all supplied by SAP. When preparing TUIAG’s
consolidated financial statements, the subsidiaries complement their individual financial statements by
setting up standardised reporting packages in the Oracle Hyperion Financial Management (HFM) reporting
system.
HFM is used as the uniform reporting and consolidation system throughout the Group and hence no
additional interfaces are involved in preparing the consolidated financial statements.
All consolidation processes used to prepare the consolidated financial statements of
TUIAG, e. g. capital
consolidation, the consolidation of assets and liabilities and the elimination of expenses and income and at
equity measurement, are generated and fully documented in
HFM. Virtually all elements of TUIAG’s consol-
idated financial statements, including the disclosures in the Notes, are developed from and validated by the
HFM consolidation system. HFM also provides various modules for evaluation purposes in order to present
complementary information to explain
TUIAG’s consolidated financial statements.
50
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The HFM reporting and consolidation system has an in-built workflow process whereby, when the reporting
companies capture their data packages within the system, they are then locked out from making any further
changes to that data. This ensures data integrity within the system. This workflow process has been checked
and validated by the
TUIAG Group Audit department on several occasions since the system was introduced.
At their own discretion, TUIAG’s Group auditors select certain individual financial statements from the financial
statements entered in the HFM reporting and consolidation system by the Group companies, which are then
reviewed for the purposes of auditing the consolidated financial statements.
3. SPECIFIC RISKS RELATED TO (GROUP) ACCOUNTING
Specific risks related to (Group) accounting may arise, for example, from unusual or complex business trans-
actions, in particular at critical times towards the end of the financial year. Business transactions not rou-
tinely processed also entail special risks. The discretion necessarily granted to employees for the recognition
and measurement of assets and liabilities may result in further (Group) accounting-related risks. The out-
sourcing and transfer of accounting-specific tasks to service companies may also give rise to specific risks.
4. KEY REGULATION AND CONTROL ACTIVITIES TO ENSURE PROPER AND
RELIABLE (GROUP) ACCOUNTING
The internal control measures aimed at securing proper and reliable (Group) accounting ensure that business
transactions are fully recorded in a timely manner in accordance with legal requirements and the Articles of
Association. This also ensures that assets and liabilities are properly recognised, measured and presented in
the financial statements and the consolidated financial statements. The control operations also ensure that
bookkeeping records provide reliable and comprehensive information.
Controls implemented to secure proper and reliable accounting include, for instance, analysis of facts and
developments on the basis of specific indicators. Separation of administrative, execution, settlement and
authorisation functions and the implementation of these functions by different persons reduces the potential
for fraudulent operations. Organisational measures also aim to capture any corporate or Groupwide restruc-
turing or changes in sector business operations rapidly and appropriately in (Group) accounting. They also
ensure, for instance, that bookkeeping transactions are correctly recognised in the period in which they
occur in the event of changes in the
IT systems used by the accounting departments of Group companies.
The internal control system likewise ensures that changes in the
TUI Group’s economic or legal environment
are mapped and that new or amended accounting standards are correctly applied.
To safeguard financial processes, there is a Group-wide framework under which all major companies included
in the consolidated financial statements as fully consolidated companies are required to report the nature of
their controls and their implementation for financial reporting, fraud prevention and detection and effectiveness
of working capital management in relation to defined risks from financial processes to the Group Risk &
Controls function with system support and to assess their effectiveness on a quarterly basis. The Group Risk &
Controls function reviews these reports on a sample basis and provides advice on how to improve efficiency
and effectiveness. Where financial processes are carried out in the Group's own Shared Service Center, this
function provides support for the further development of the process and control framework. Based on the
feedback received, Internal Audit selects companies for an in-depth review of the control measures in
accordance with its own risk assessment.
The
TUI Group’s accounting policies together with the International Financial Reporting Standards (IFRS) in
compliance with
EU legislation, govern the uniform accounting and measurement principles for the German
and foreign companies included in
TUI’s consolidated financial statements. They include general accounting
principles and methods, policies concerning the statement of financial position, income statement, notes,
management report and cash flow statement.
The
TUI Group’s accounting policies also govern specific formal requirements for the consolidated financial
statements. Besides defining the group of consolidated companies, they include detailed guidance on the
reporting of financial information by those companies via the group reporting system
HFM on a monthly,
quarterly and year end basis.
TUI’s accounting policies also include, for instance, specific instructions on the
initiating, reconciling, accounting for and settlement of transactions between group companies or determi-
nation of the fair value of certain assets, especially goodwill. At Group level, specific controls to ensure
proper and reliable (Group) accounting include the analysis and, where necessary, correction of the individual
financial statements submitted by the Group companies, taking account of the reports prepared by the
auditors and meetings to discuss the financial statements which involve both the auditors and local manage-
ment. Any further content that requires adjusting can be isolated and processed downstream. The control
mechanisms already established in the
HFM consolidation system minimise the risk of processing erroneous
financial statements. Certain parameters are determined at Group level and have to be applied by Group
companies. This includes parameters applicable to the measurement of pension provisions or other provisions
and the interest rates to be applied when cash flow models are used to calculate the fair value of certain
assets. The central implementation of impairment tests for goodwill recognised in the financial statements
secures the application of uniform and standardized evaluation criteria.
5. DISCLAIMER
With the organisational, control and monitoring structures established by the TUI Group, the internal control
and risk management system enables company-specific facts to be captured, processed and recognised in
full and properly presented in the Group’s accounts.
51
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
However, it lies in the very nature of the matter that discretionary decision-making, faulty checks, criminal
acts and other circumstances, in particular, cannot be ruled out and will restrict the efficiency and reliability
of the internal control and risk management systems, so that even Group-wide application of the systems
cannot guarantee with absolute certainty the accurate, complete and timely recording of facts in the Group’s
accounts.
Any statements made relate exclusively to
TUI AG and to subsidiaries according to IFRS 10 included in
TUIAG’s consolidated financial statements.
52
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Overall Assessment by the Executive Board
and Report on expected Developments
Actual business performance 2022 compared with our guidance
Compared with our original expectations, the TUI Group's business performance was impacted by the travel
restrictions caused by the spread of the Omicron variant in the course of the first half of the year and the
associated booking restraint after the turn of the year. Following the successive lifting of the travel restric-
tions, business was fully resumed in all segments. As of April 2022, the entire fleet of the Cruises Segment
was in operation, and as of summer 2022, the Hotels & Resorts Segment was able to offer the entire product
portfolio. Demand recovered very robustly, albeit later than assumed in the previous year's planning due to
the travel restrictions in place at the beginning of the financial year. In the Cruises segment, the recovery in
demand started later than in the other segments. A more short-term booking behaviour continues to be
observed. The restart of business led to flight disruptions, particularly in the
UK and the Netherlands, but
also in other source markets, which impacted the Group's result. The price increase in the course of the
financial year, especially for fuel, and changes in exchange rates could not be fully offset by higher travel
prices and additionally burdened the result in the past financial year.
Overall, the operating and financial indicators showed a positive year-on-year development, as expected in
our forecast.
In the year under review, turnover by the
TUI Group rose from € 4.7 bn to € 16.5 bn. The year-on-year growth
of 247.4 % at constant exchange rates thus matched the significant increase assumed in our forecast.
Also in line with expectations,
TUI Group's underlying EBIT recovered by € 2,484.2 m to an operating profit
of € 408.7 m in financial year 2022. This means that the significant improvement in underlying
EBIT that we
had expected was achieved. In our Half-year Financial Report 2022, we had specified this expectation of a
significantly positive underlying
EBIT.
As expected, net charges of € 58.7 m were adjusted in the earnings statement in the reporting year.
As a result of the significant recovery in underlying
EBIT, ROIC and value added also improved significantly in
financial year 2022, as expected. In the year under review,
TUI Group's ROIC amounted to 7.49 % (previous
year – 30.02 %). Taking into account the Group's weighted average cost of capital of 12.63 %, this resulted in
a negative Economic Value Added of € 280.7 m (previous year negative Economic Value Added of € 2.8 bn).
In accordance with our forecast, in which we had expected a significant increase in net tangible and financial
investments, the Group had cash outflows from net tangible and financial investments of € 315.9 m in the
reporting year (previous year cash inflows of € 699.1 m).
As expected, the net debt of € 3.4 bn reported at the end of the financial year 2022 was significantly below
the previous year's figure of € 5.0 bn. The significant decrease was influenced in particular by the cash inflow
from operating activities of € 2,077.8 m as well as the cash inflow from the capital increases carried out in the
reporting year in the amount of € 1,522.7 m less the funds used for the repayment of Silent Participation
II
to the Economic Stabilisation Fund of € 671.0 m.
For financial year 2022, we had expected a significant reduction in specific CO
2
emissions compared to
financial
year 2021. In the year under review, the relative CO
2
emissions of our airlines reduced by 18.5 %
from 78.0 g
CO
2
/ rpk to 63.6 g CO
2
/ rpk. This improvement was somewhat weaker than expected, as business
was slow to recover over the course of the year. It is mainly due to higher load factors compared to 2021 as
well as our fleet renewal, which involves replacing older aircraft with new, more
CO
2
-efficient aircraft.
53
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Projected development of global situation
Projected development of World Output
Var. % 2023 2022
World + 2.7 + 3.2
Eurozone + 0.5 + 3.1
Germany – 0.3 + 1.5
France + 0.7 + 2.5
UK + 0.3 + 3.6
US + 1.0 + 1.6
Russia – 2.3 – 3.4
Japan + 1.6 + 1.7
China + 4.4 + 3.2
India + 6.1 + 6.8
Source: Projections of International Monetary Fund (IMF), World Economic Outlook, October2022
MACROECONOMIC SITUATION AND MARKET DEVELOPMENT IN TOURISM
Global economic growth is impacted by high inflation, the war in Ukraine with the associated tightening of
gas supplies from Russia to Europe and the lingering effects of the
COVID-19 pandemic. The International
Monetary Fund (
IMF) revised its global growth forecast for calendar year 2023 down to 2.7 % (IMF, World
Economic Outlook, October 2022).
International tourism has so far shown signs of a strong and steady recovery from the effects of the pan-
demic, despite a substantial increase in economic and geopolitical challenges. The recovery of tourism has
picked up steam in many parts of the world, with international tourist arrivals in some regions already having
returned to or even exceeding pre-pandemic levels. The robust recovery of tourism is reflected not only in
the tourism data for many destinations across the globe, but also in various industry indicators such as air
passenger traffic and hotel metrics. In fact, the stronger-than-expected rise in demand has also created
substantial operational and workforce challenges in tourism companies and infrastructure, in particular
airports (
UNWTO, World Tourism Barometer, September 2022).
The lifting of the remaining travel restrictions and growing consumer confidence will be key stimuli for
the further recovery of the sector in an environment of increasing economic headwinds and geopolitical
challenges. The combination of higher interest rates in all major economies, rising energy and food prices
and the weak development of the global economy, with the growing prospect of recession in some regions,
are of major relevance for the further recovery of international tourism in 2023. The potential slowdown can
be seen in the latest
UNWTO Confidence Index, which reflects a more cautious outlook, as well as in booking
trends, which are showing signs of slower growth (
UNWTO, World Tourism Barometer, September 2022).
EFFECTS ON TUI GROUP
As a global tourism provider, TUI Group depends on the political and legal framework and on consumer
demand in the big source markets in which we operate with our hotel, cruise and tour operator brands. Our
budget is based on the
IMF’s assumptions about the future development of the global economy and takes
its cue from
UNWTO’s long-term forecast.
In view of the environment characterised by the pandemic, Russia's ongoing war of aggression on Ukraine
and the intensified general price increase in recent months, the Executive Board believes it would not be
appropriate to issue a specific quantitative forecast for revenue and underlying
EBIT for the new financial
year 2023 at this time.
Expected development of Group earnings
TUI GROUP
The translation of the income statements of foreign subsidiaries in our consolidated financial statements is
based on average monthly exchange rates.
TUI Group generates a considerable proportion of consolidated
revenue and substantial earnings and cash flow contributions in non-euro currencies, in particular the pound
sterling and
US dollar. Taking account of the seasonality in tourism, the value of these currencies against the
euro in the course of the year therefore exerts a major impact on the financial indicators displayed in
TUIAG’s consolidated financial statements.
Our key financial performance indicators for our earnings position in financial year 2023 are revenue and
underlying
EBIT.
Definition of underlying EBIT in Value-oriented Group management on page30.
Key performance indicators used for regular value analysis are Return On Invested Capital (ROIC) and
Economic Value Added. ROIC for a given segment is compared with the segment-specific cost of capital.
For financial year 2023, it is expected that travel restrictions will no longer have a material impact on
TUI’s
business and that
TUI’s business will return to 2019 levels. However, in financial year 2023, fuel costs are
expected to remain high as well as energy and food prices. The cost-saving initiatives already implemented,
especially in Markets & Airlines and the segment
TUI Musement, will have a positive effect.
In the planning of the Hotels & Resorts segment, results are expected to improve compared to 2022, in
particular as travel restrictions are no longer expected. This is supported by
TUI's ability to steer customer
volumes to its own hotels via its direct distribution.
54
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
In the Cruises segment, Marella and TUI Cruises are expected to operate the full fleet in financial year 2023,
with load factors approaching those of financial year 2019. However, cost base inflation will impact earnings
in the 2023 financial year.
The development of TUI Musement is, on the one hand, dependent on the development of customer num
bers
in the Markets & Airlines segment. On the other hand,
TUI Musement will generate growth through the sale
of tours, activities and tickets, which will be achieved by expanding own / direct sales via the internet and app.
In Markets & Airlines the cost-saving measures implemented are expected to cushion the impact of cost base
inflation on earnings. It is expected that the disruptions to flight operations in the 2022 financial year will not
recur in 2023, partly through the airports' own measures and partly because they are adjusting their capac-
ities to a higher load factor.
Below, we present
TUI Group’s expected development in financial year 2023 based on the constant currency
rates for financial year 2022.
REVENUE
TUI Group revenue totalled € 16.5 bn in the year under review. For financial year 2023, we expect a further
strong increase in
TUI Group’s revenue year-on-year.
UNDERLYING EBIT
TUI Group's underlying EBIT in financial year 2022 amounted to € 408.7 m. For financial year 2023, we expect
TUI Group’s underlying EBIT to improve significantly year-on-year.
ADJUSTMENTS
For financial year 2023, we expect a net negative effect from adjustments in a range of € 60 m to € 80 m.
For details on objectives and strategies, see page23 onwards; for details on risks, see Risk Report from page34 onwards.
ROIC AND ECONOMIC VALUE ADDED
Due to the expected improvement in our operating result, ROIC and Economic Value Added are also expected
to improve significantly year-on-year, depending on how capital costs for TUI Group develop.
Expected development of financial position
To forecast the Group’s financial position in financial year 2023, we have defined the Group’s net capital
expenditure and investments and its net financial position as key performance indicators.
NET CAPEX AND INVESTMENTS
For financial year 2023, we expect net capex and investments in a range of € 450 m to € 500 m.
NET FINANCIAL POSITION
For financial year 2023, we expect the Group’s net debt to be broadly stable.
Sustainable development
CLIMATE PROTECTION AND EMISSIONS
We have identified specific carbon emissions (in g CO
2
/ rpk) from our aircraft fleet as the key non-financial
performance indicator. For financial year 2023, we expect specific
CO
2
emissions to slightly fall in comparison
with financial year 2022.
Overall Executive Board assessment of TUI Group’s current situation and expected
development
At the date of preparation of the Management Report (12 December 2022), the Executive Board assumes
that booking behaviour in the 2023 financial year will largely correspond to the pre-pandemic level. The
Executive Board assumes that travel behaviour will not be affected by further long-term closures and lock-
downs or by the impact of Russia's war of aggression on Ukraine. Nevertheless, the intensified general price
increase of recent months could continue, in particular due to rising energy costs, and lead to a significant
reduction in the private budget available for travel services, thus lowering purchasing power and resulting in
declining customer demand. In addition, a permanent increase in fuel costs as well as services, especially
those we purchase in
US dollars, could lead to an increase in our input costs. In view of the disruptions in our
flight operations in H2 2022, we have initiated measures to increase the resilience of our flight operations,
for example by deploying more stand-by aircraft. In the medium term, we expect the situation at interna-
tional airports to ease.
For financial year 2023, we therefore expect
TUI Group’s underlying EBIT to improve significantly year-on-
year on a constant currency basis.
Outlook for TUIAG
The future business performance of TUIAG is essentially subject to the same factors as those impacting
TUI Group. Due to the business ties between TUIAG and its Group companies, the outlook, opportunities
and risks presented for
TUI Group are largely mirrored by expectations for TUIAG. The comments made for
TUI Group therefore also apply to TUIAG.
55
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Opportunity Report
TUI Group’s opportunity management follows the Group strategy for Tourism as our core business. Respon-
sibility for systematically identifying and taking up opportunities rests with the operational management of
the Hotels & Resorts, Cruises and
TUI Musement segments as well as our source markets. Market scenarios
and critical success factors for the individual sectors are analysed and assessed in the framework of the
Group-wide planning and control process. The core task of the Group’s Executive Board is to secure profitable
growth for TUI Group again by optimising the shareholding portfolio and developing the Group structure
over the long term.
OPPORTUNITIES AND RISKS ARISING FROM MACRO TRENDS
In particular, a faster decline in fuel costs as well as a lower general price increase would have a positive
impact on the
TUI Group and its segments.
CORPORATE STRATEGY OPPORTUNITIES
Opportunities arise from accelerating the Group’s transformation into a digital platform business. We will
expand hotel-only and flight-only products and broaden our dynamic packaging opportunities. We will
prioritise the planned transformation of our digital platform in the TUI Musement segment.
OPERATIONAL OPPORTUNITIES
We intend to operate as an asset-light organisation and see opportunities in the implementation of our asset-
right strategy in our Hotels & Resorts and Cruises businesses. We are reviewing unprofitable activities and
will divest them as appropriate.
56
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Business Review
Macroeconomic, Industry and Market Framework
Macroeconomic development
Development of World Output
Var. % 2022
*
2021
World + 3.2 + 6.0
Eurozone + 3.1 + 5.2
Germany + 1.5 + 2.6
France + 2.5 + 6.8
UK + 3.6 + 7.4
US + 1.6 + 5.7
Russia – 3.4 + 4.7
Japan + 1.7 + 1.7
China + 3.2 + 8.1
India + 6.8 + 8.7
* Projection.
Source: International Monetary Fund (IMF), World Economic Outlook, October2022
In calendar year 2022, the economy in the Eurozone initially continued to recover from the adverse economic
effects of the
COVID-19 pandemic as the driving forces resulting from the easing of the pandemic-related
restrictions remained strong until the middle of the year. As a result,
GDP initially continued to grow despite
the distortions caused by the war in Ukraine. In the second half of the year, however, global economic activity
showed a marked slowdown due to the sustained energy price shock and high inflation so that growth rates
in most economies are projected to decline overall versus the prior year (IMF, World Economic Outlook,
October 2022).
Key exchange rates and commodity prices
TUI Group companies operate on a worldwide scale. This presents financial risks for TUI Group arising from
changes in exchange rates and commodity prices. The essential financial transaction risks from operations
concern euros and
US dollars. They mainly result from foreign exchange items in the individual Group com-
panies, for instance jet fuel and bunker oil or ship handling, or from sourcing transactions by hotels. The
parity of sterling against the euro affects the translation of results generated in the
UK market in TUI’s
consolidated financial statements. Following the
UK’s exit from the European Union, the currency fluctua-
tions continued, impacting the translation of results from our
UK business. Changes in commodity prices
above all affect
TUI Group when procuring fuels such as aircraft fuel and bunker oil. In Tourism, risks relating
to changes in exchange rates and price risks from fuel sourcing are partly hedged by derivatives.
Information on hedging strategies and risk management as well as financial transactions and the scope of
such transactions at the balance sheet date is provided in the sections Financial position and Risk report in
the Management Report and the section Financial instruments in the Notes to the consolidated financial
statements.
Financial position from page71, Risk report from page34 and Financial instruments in the Notes from page224.
57
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The exchange rate charts are presented on the basis of the indirect quotation format customary in the foreign exchange market. If the
exchange rate falls, the foreign currency is appreciating against the euro. By contrast, if the exchange rate rises, the foreign currency is
depreciating against the euro.
Industry overview
TUI Group is a global tourism provider. The development of the international tourism market has an impact
on all business areas of the Group.
The key indicators used to measure the size of the tourism sector include the number of international tourist
arrivals. According to the United Nations World Tourism Organization (
UNWTO), the number of international
tourist arrivals grew by an average of 5 % year-on-year from 2009 to 2019 (UNWTO, World Tourism Barometer,
January 2020). This growth was driven by a number of factors: the relatively stable global economy, a
growing
middle class in the emerging economies, technological progress, low travel costs, and an easing of
visa requirements.
With the outbreak and the global spread of the
COVID-19 pandemic in the first quarter of calendar year
2020, all activities in the sector came to a standstill. Versus the 2019 reference period, international tourist
arrivals declined by 72.1 % in calendar year 2020 and by 69.6 % in calendar year 2021.
The lifting of restrictions on travel and the progress delivered in
COVID-19 vaccinations contributed to boost
consumer confidence and gradually restore safe mobility in Europe and other parts of the world. From January
to July 2022, international tourism rebounded with international tourist arrivals down 42.9 % globally versus
the 2019 reference period. In Europe, this indicator was 25.6 % below 2019 levels (
UNWTO, World Tourism
Barometer, September 2022).
Exchange rate Sterling £ / €
2020 / 21 2021 / 22
0.95
0.90
0.85
0.80
Exchange rate US dollar $ / €
2020 / 21 2021 / 22
1.30
1.20
1.00
1.10
0.90
Oil price Brent ($ / Barrel)
2020 / 21 2021 / 22
150
120
90
60
30
58
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Change of international tourist arrivals vs. prior years
Var. %
2022
*
vs. 2019
2021
vs. 2019
World – 42.9 – 69.6
Europe – 25.6 – 59.4
Asia and the Pacific – 86.1 – 94.3
Americas – 35.3 – 62.5
Africa – 40.4 – 72.2
Middle East – 23.9 – 70.7
Source: UNWTO World Tourism Barometer, September 2022
* Period January till July.
TRAVEL INTERMEDIARY MARKET
A travel intermediary operates between a provider of tourism services, such as an airline or a hotel, and final
customers, typically delivering distribution or related services. Their advantage compared with direct suppliers
is generally related to their distribution and (in the case of tour operators) fulfilment capabilities. Travel
intermediaries include tour operators and online travel agencies (OTAs), whose business models vary
substantially. Tour operators offer their customers a package product (comprising e. g. flight, hotel and
transfers), usually through a combination of offline (i. e. travel agencies) and online channels. Booking pref-
erence has shifted to online over time, a trend which was further accelerated during the pandemic. In order
to secure flight and hotel capacity in advance, a tour operator may enter into a wholesale contract with the
supplier, often involving some form of commitment to a certain amount of capacity at a specified price.
Where the tour operator commits to capacity, they take on the risk of filling it; in return, they can expect the
supplier to offer them a favourable rate and the opportunity to secure accommodation on an exclusive basis,
as well as the ability to yield the capacity. Alternatively, tour operators can dynamically access flight and
hotel supply, either direct with the supplier, or via a bedbank, or via a global distribution system. This does
not involve taking risk, and provides additional choice and flexibility for the customer (for example, relating
to choice of departure airport, time of flights and duration of holiday).
OTAs, by contrast, typically do not
commit to taking capacity, nor are they involved in the fulfilment of the holiday. Their offering to suppliers is
a digital distribution platform with broad customer reach, generally without any exclusivity of offer.
AIRLINE MARKET
The airline industry was hit particularly hard by the COVID-19 crisis, as airlines around the world had to
ground their aircraft and cancel flights due to global travel bans.
With the lifting of government restrictions, air traffic increased significantly during the period under review.
Based on past experience of downturn, leisure air travel is expected to recover significantly ahead of busi-
ness travel (e. g. McKinsey, April 2021), and this has been evident in quarterly airline results communications
over the past year.
The European industry faced significant disruption in 2022, in particular due to shortage of staff in critical
areas of operations (e. g. ground handling and airports). This was due to delayed ramping up of staff after
COVID-19 ramping down and due to shortages in the labour market.
The European airline market is characterised by fierce competition and overcapacity, resulting in pressure on
yields. Despite a number of insolvencies, the market has not seen a significant reduction in flight capacity.
Instead, capacity has typically been absorbed by existing players.
HOTEL MARKET
The COVID-19 pandemic had significant impacts on the hotel sector as travel and hotel restrictions imposed
by governments in many countries resulted in the temporary closing of hotels and a significant decline in the
number of bed nights. The recovery of the hotel market was initiated with the resumption of domestic
travel. Following the lifting of governmental restrictions, international travel contributed to an increase in
bed nights.
The hotel market comprises business and leisure hotels. Leisure hotels feature a number of characteristics
distinguishing them from business hotels, including longer average lengths of stay and differences in loca-
tion, room features and service offerings. From a demand perspective, the leisure hotel market in Europe
comprises several smaller sub-markets catering to customers’ individual needs and preferences. The
sub-markets comprise premium, comfort and budget hotels as well as family / apartment hotels and club or
resort hotels. Hotel companies may offer a variety of hotels for different market segments, often defined by
price segment, star rating, exclusivity or available facilities.
In Europe, in particular, there are many small, often family-run hotels, which are less upscale and have fewer
financial resources. Most family-owned hotels are not branded.
Given the large number of ownership and operating models for leisure hotels and the fragmented competitive
landscape which, at least in Europe, is not dominated by large hotel chains, the competitive environment
differs greatly between locations. Despite this strong fragmentation, a structural change can be observed in
the European hotel industry, as in nearly all regions in the world. The share held by hotel chains is increasing,
as well as the focus on direct distribution and customer loyalty.
59
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
CRUISE MARKET
From the end of July 2022, nearly the entire global ocean-going cruise fleet was back in operation after the
pandemic-induced suspension of operation. Since the first cruise activities restarted from the end of July
2020, with the strictest health protection measures in place, more than 5 million passengers took to the seas
globally within that period. Sector forecasts regarding the pandemic impact and recovery project passenger
volume to recover to the levels recorded in baseline year 2019 by the end of 2023 and recover in excess of
12 % above 2019 levels by the end of 2026 (
CLIA, State of the Cruise Industry 2022).
In calendar year 2021, the largest source markets were North America, Western Europe, Asia and South
America. Based on passenger volume, the most popular destinations within that period were the Caribbean,
Central and Western Mediterranean, Asia and China as well as Northern Europe (CLIA, Global Market
Re
port2021).
DESTINATION EXPERIENCES MARKET
The market for tours and activities is a rapidly growing tourism segment. The market is highly fragmented
on the supplier side and is predominantly operated offline. However, due to growing consolidation and
digitalisation, the market is undergoing change.
Pre-
COVID-19, the forecast market growth on a five-year outlook varied between 3 % and 7 % (Company
estimate based on Phocuswright & Euromonitor), depending how the market was defined.
Our brand
Our brand with the red ‘smile’ – the smiling logo formed by the three letters of our brand name TUI – stands
for
TUI’s ambition to provide a consistent customer experience, digital presence and competitive strength
above and beyond the actual holiday experience. In recent years, to further leverage the appeal and strength
of our core brand and tap the associated growth potential, we have created global branding and a consistent
brand experience.
TUI Group is an integrated tourism group operating on a global scale. TUI is one of the best-known travel
brands in our core markets in Europe (
TUI Consumer Survey 2022). Seeking to emerge stronger from the
COVID-19 crisis, we launched a freshly designed marketing campaign at the beginning of the financial year in
October 2021. Its goal is to underpin the existing brand essence with our values reliability, credibility and
quality, while also strengthening the links between
TUI’s brand identity and the leisure experience following
the expansion of
TUI Group’s portfolio over the past few years to include TUI Musement. Our new brand
strategy ‘TUI creates the moments that make life richer’ will visualise our goal of offering our guests sustainable,
personally significant holidays and experiences. This expansion of our brand core is designed to support our
growth ambitions, not only to retain existing customer segments, but also to attract new ones. Market
research shows that the campaigns not only have high awareness levels, but also provide above-average
brand identification scores.
TUI retains leadership positions in brand awareness whilst improving customer
consideration amongst future segments.
60
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Group Earnings
Comments on the consolidated income statement
In the course of financial year 2022, TUI’s tour operator, aviation, hotel and cruises businesses expanded
following the lifting of global travel restrictions. Following the successive lifting of the travel restrictions,
business was fully resumed in all segments. As of April 2022, the entire fleet of the Cruises Segment was in
operation, and as of summer 2022, the Hotels & Resorts Segment was able to offer the entire product port-
folio. In the Cruises segment, the recovery in demand started later than in the other segments. The restart
of business led to flight disruptions, particularly in the
UK and the Netherlands, but also in other source
markets, which impacted the Group’s result. The price increase in the course of the financial year, especially
for fuel, and changes in exchange rates could not be fully offset by higher travel prices and additionally
burdened the result in the past financial year.
TUI Group’s underlying EBIT improved significantly by
€ 2,484.2 m to € 408.7 m year-on-year, an improvement of € 2,474.4 m on a constant currency basis.
Consolidated Income Statement of TUIAG for the period from 1 Oct 2021 to 30 Sep 2022
€ million 2022 2021 Var. %
Revenue 16,544.9 4,731.6 + 249.7
Cost of sales 15,613.3 5,955.4 + 162.2
Gross profit / loss 931.7 – 1,223.8 n. a.
Administrative expenses 746.3 840.5 – 11.2
Other income 52.2 250.6 – 79.2
Other expenses 1.7 11.5 – 85.2
Impairment (+) / Reversals of impairment (–) of financial assets 7.3 – 38.0 n. a.
Financial income 35.9 27.3 + 31.5
Financial expenses 509.5 464.1 + 9.8
Share of result of investments accounted for using the equity method 100.7 – 232.7 n. a.
Impairment (+) / Reversals of impairment (–) of net investments in
joint ventures and associates
1.6 5.0 – 68.0
Earnings before income taxes – 145.9 – 2,461.7 + 94.1
Income taxes (expense [+], income [–]) 66.7 19.2 + 247.3
Group loss – 212.6 – 2,480.9 + 91.4
Group loss attributable to shareholders of TUIAG – 277.3 – 2,467.2 + 88.8
Group loss / profit attributable to non-controlling interest 64.6 – 13.8 n. a.
61
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
REVENUE AND COST OF SALES
Revenue
€ million 2022 2021
Var. %
Hotels & Resorts 806.2 440.5 + 83.0
Cruises 331.5 27.0 n. a.
TUI Musement 517.2 116.7 + 343.4
Holiday Experiences 1,654.9 584.1 + 183.3
Northern Region 6,320.2 807.7 + 682.5
Central Region 5,773.5 2,322.9 + 148.5
Western Region 2,712.6 976.1 + 177.9
Markets & Airlines 14,806.3 4,106.7 + 260.5
All other segments
83.8 40.8 + 105.5
TUI Group
16,544.9 4,731.6 + 249.7
TUI Group (at constant currency) 16,414.0 4,724.6 + 247.4
In financial year 2022, TUI Group’s revenue increased by 249.7 % to € 16.5 bn. On a constant currency basis,
revenue increased by 247.4 %. Customer numbers were 212.1 % up year-on- year. Revenue is presented
alongside the cost of sales in the income statement, which increased by 162.2 % in the period under review.
GROSS PROFIT / LOSS
The difference between revenue and the cost of sales increased as a result of the normalisation of the business
by € 2,155.5 m year-on-year to a gross profit of € 931.7 m.
ADMINISTRATIVE EXPENSES
Administrative expenses decreased by € 94.3 m year-on-year to € 746.3 m (previous year € 840.5 m).
OTHER INCOME AND OTHER EXPENSES
In financial year 2022, other income mainly resulted from the sale of Nordotel S. A. in October 2022 and from
subsequent income from the sale of Riu Hotels S. A. in financial year 2021. In the previous year, this mainly
included the profit from the sale of our 49 per cent share in the Riu Hotels S. A. joint venture (real estate
portfolio) to a Riu Group company.
Other expenses resulted in particular from the losses from the sale of aircraft assets. In the previous year,
other expenses also included losses from the sale of aircraft assets and expenses incurred in connection
with the disposal of
TUI Group companies.
FINANCIAL RESULT
The financial result in the 2022 financial year amounted to € – 473.7 m after € – 436.8 m in the previous year.
The increase in financial income mainly resulted from higher interest income of € 26.3 m, up 107.1 % (previous
year € 12.7 m). The increase in financial expenses resulted from 6.6 % higher interest expenses of € 492.1 m
(previous year € 461.7 m), in particular due to lease liabilities and defined benefit pension plans as well as the
unwinding of discount on provisions. Expenses from exchange rate changes in lease liabilities in accordance
with
IFRS16 increased as well.
SHARE OF RESULT OF JOINT VENTURES AND ASSOCIATES
The share of result from joint ventures and associates of € 100.7 m comprises the proportionate net profit
for the year of these companies. The increase by € 333.5 m was driven by the normalization of the business
following the containment of the
COVID-19 pandemic.
EARNINGS BEFORE INCOME TAXES
In the period under review, earnings before income taxes totalled € – 145.9 m. The loss therefore declined
significantly by € 2,315.8 m year-on-year.
GROUP LOSS
The Group loss for financial year 2022 declined year-on-year by € 2,268.3 m to € – 212.6 m.
SHARE IN GROUP LOSS ATTRIBUTABLE TO TUIAG SHAREHOLDERS
The share in Group loss attributable to TUIAG shareholders amounted to € – 277.3 m in financial year 2022
(previous year € – 2,467.2 m).
NON-CONTROLLING INTERESTS
In the completed financial year, non-controlling interests in the Group result totalled € 64.6 m. They mainly
related to
RIUSA II Group.
EARNINGS PER SHARE
The interest in the Group result attributable to TUIAG shareholders resulted in basic earnings per share of
€ – 0.17 (previous year € – 2.58) in financial year 2022. The underlying average number of shares results from
the number of shares at the beginning of the financial year and the prorated effect of the capital increases
implemented in financial year 2022.
62
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Alternative Performance indicators
The Group’s main financial KPI is underlying EBIT. We define the EBIT in underlying EBIT as earnings before
interest, income taxes and income and expenses for the measurement of the Group’s interest hedges.
EBIT
by definition includes goodwill impairments.
Underlying
EBIT is adjusted by income and expense items impacting or distorting the assessment of the
operating profitability of the segments and the Group due to their level and frequency. These items include
gains on disposal from investments, major gains and losses from the sale of assets and major restructuring
and integration expenses. In addition, adjustments are carried for all effects from purchase price allocations,
ancillary acquisition costs and conditional purchase price payments. Adjustments made in the reconciliation
to underlying
EBIT include goodwill impairments.
Reconciliation to underlying EBIT of TUI Group
€ million 2022 2021 Var. %
Earnings before income taxes – 145.9 – 2,461.7 94.1
plus: Net interest expense (excluding expense / income from
measurement of interest hedges)
478.9 439.1 9.1
less / plus: Expense (income) from measurement of interest hedges – 13.0 9.8 n. a.
EBIT 320.0 – 2,012.8 n. a.
Adjustments:
less / plus: Separately disclosed items 58.7 – 95.9
plus: Expense from purchase price allocation 30.1 33.2
Underlying EBIT 408.7 – 2,075.5 n. a.
TUI Group’s EBIT increased by € 2,332.8 m to € 320.0 m in financial year 2022.
EBIT
€ million 2022 2021 Var. %
Hotels & Resorts 478.8 39.4 n. a.
Cruises 0.8 – 277.5 n. a.
TUI Musement 5.9 – 127.3 n. a.
Holiday Experiences 485.4 – 365.4 n. a.
Northern Region – 137.6 – 995.1 + 86.2
Central Region 65.8 – 297.3 n. a.
Western Region – 29.3 – 236.6 + 87.6
Markets & Airlines – 101.1 – 1,528.9 + 93.4
All other segments
– 64.4 – 118.5 + 45.7
TUI Group 320.0 – 2,012.8 n. a.
TUI Group’s operating EBIT adjusted for one-off effects (underlying EBIT) improved by € 2,484.2 m to
€ 408.7 m in financial year 2022.
Underlying EBIT
€ million 2022 2021 Var. %
Hotels & Resorts 480.6 – 152.7 n. a.
Cruises 0.8 – 277.5 n. a.
TUI Musement 23.2 – 105.3 n. a.
Holiday Experiences 504.6 – 535.4 n. a.
Northern Region – 101.6 – 965.8 + 89.5
Central Region 87.8 – 328.6 n. a.
Western Region – 31.5 – 176.6 + 82.1
Markets & Airlines – 45.3 – 1,470.9 + 96.9
All other segments
– 50.5 – 69.1 + 26.9
TUI Group 408.7 – 2,075.5 n. a.
In financial year 2022, net expenses were adjusted by € 58.7 m for one-off effects. For details, please refer to
the Notes to the segment data.
For one-off effects, please see page180.
63
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Other segment indicators
Reconciliation to EBITDA
€ million 2022 2021 Var. %
EBIT 320.0 – 2,012.8 n. a.
Amortisation (+) / write-backs (–) of other intangible assets and
depreciation (+) / write-backs (–) of property, plant and equipment
883.4 1,012.4 – 12.7
Impairment of goodwill – 0.0 n. a.
EBITDA 1,203.3 – 1,000.4 n. a.
EBITDA
€ million 2022 2021 Var. %
Hotels & Resorts 685.6 257.2 + 166.6
Cruises 55.4 – 214.1 n. a.
TUI Musement 38.4 – 94.3 n. a.
Holiday Experiences 779.4 – 51.2 n. a.
Northern Region 190.5 – 631.5 n. a.
Central Region 170.7 – 163.9 n. a.
Western Region 115.3 – 77.7 n. a.
Markets & Airlines 476.5 – 873.1 n. a.
All other segments
– 52.6 – 76.1 + 30.9
TUI Group 1,203.3 – 1,000.4 n. a.
Underlying EBITDA
€ million 2022 2021 Var. %
Hotels & Resorts 651.3 63.1 + 932.2
Cruises 55.4 – 214.1 n. a.
TUI Musement 48.6 – 79.9 n. a.
Holiday Experiences 755.2 – 230.9 n. a.
Northern Region 213.2 – 618.1 n. a.
Central Region 192.0 – 202.1 n. a.
Western Region 109.7 – 38.1 n. a.
Markets & Airlines 515.0 – 858.4 n. a.
All other segments
– 45.6 – 55.9 + 18.4
TUI Group 1,224.6 – 1,145.2 n. a.
64
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Segmental Performance
Holiday Experiences
Holiday Experiences
€ million 2022 2021 Var. %
Revenue 1,654.9 584.1 + 183.3
Underlying EBIT 504.6 – 535.4 n. a.
Underlying EBIT (at constant currency) 491.0 – 535.4 n. a.
Hotels & Resorts
€ million 2022 2021 Var. %
Total revenue
1
1,499.6 666.7 + 124.9
Revenue 806.2 440.5 + 83.0
Underlying EBIT 480.6 – 152.7 n. a.
Underlying EBIT (at constant currency) 464.4 – 152.7 n. a.
Capacity hotels, total
2
(in ’000) 37,761 27,070 + 39.5
Riu 13,490 10,604 + 27.2
Robinson 3,582 2,289 + 56.5
Blue Diamond 5,432 4,671 + 16.3
Occupancy rate hotels, total
3
(in %, variance in % points) 76 53 + 23
Riu 82 55 + 27
Robinson 66 58 + 8
Blue Diamond 79 51 + 28
Average revenue per bed – hotels, total
4
(in €) 77 70 + 10.7
Riu 69 59 + 16.8
Robinson 103 103 + 0.2
Blue Diamond 137 104 + 32.3
Turnover measures include fully consolidated companies, all other KPIs incl. companies measured at equity.
1
Including intragroup revenue.
2
Group owned or leased hotel beds multiplied by opening days.
3
Occupied beds divided by capacity.
4
Average revenue divided by occupied beds.
• Our Hotels & Resorts segment made an underlying
EBIT of € 480.6 m, a € 633.3 m improvement on the
prior year (previous year € – 152.7 m loss) and above pre-pandemic levels. The segment has seen a strong
operational recovery in particular in the second half of the financial year on easing of COVID-19 restrictions.
•
Our multi-destination portfolio of hotels enabled us to reopen as soon as destination specific travel restric-
tions
were progressively lifted around the world, whilst our high level of direct distribution allowed us to
optimise customer volumes into our own assets, as well as flexing our distribution to third party channels.
• As at 30 September 2022, 344 hotels were in operation (97 % of 353 Group hotels) increasing from the
331 hotels at previous year end (previous year 92 % of 359 Group hotels), reflecting the more normalised
post-pandemic travel environment across both markets and destinations and allowing us to offer our
guests our entire portfolio in the Summer. Important destinations in Summer 2022 were Spain, Greece,
and Turkey with strong demand also for our year-round destinations such as the Canaries and the Caribbean.
•
Capacity increased by 39.5 % year-on-year reflecting the drivers above. The average occupan
cy rate (based
on open hotels) was 76 % (previous year 53 %). Average rate per bed increased by 10.7 % to € 77 (previous
year € 70) and thus above pre-pandemic levels.
•
Riu occupancy increased by 27 % pts to 82 % versus prior year (previous year 55 %) and average rate
improved 16.8 % to € 69 (previous year € 59), with the Group delivering a strong operational performance
in their core Caribbean and Spanish markets.
• Robinson occupancy increased 8 % pts to 66 % versus prior year (previous year 58 %) with average rate in
line with prior year at € 103.
•
Blue Diamond occupancy increased by 28 % pts to 79 % versus prior year (previous year 51 %) and aver
age
rates were 32.3 % higher including foreign exchange effects to € 137 (previous year € 104), supported by
stronger demand to our Dominican Republic and Mexican properties.
• Our Other hotel brands benefitted from a stronger performance across our Turkish and Spanish hotels as
destinations reopened and demand returned following the pandemic.
65
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Cruises
€ million 2022 2021 Var. %
Revenue
1
331.5 27.0 n. a.
Underlying EBIT 0.8 – 277.5 n. a.
Underlying EBIT (at constant currency) 4.9 – 277.5 n. a.
Occupancy (in %, variance in % points)
TUI Cruises 69 41 + 28
Hapag-Lloyd Cruises 58 45 + 13
Marella Cruises 70 39 + 31
Passenger days (in ’000)
TUI Cruises 3,874 1,227 + 215.7
Hapag-Lloyd Cruises 307 114 + 170.4
Marella Cruises 1,452 153 + 849.0
Average daily rates
2
(in €)
TUI Cruises 178 132 + 34.8
Hapag-Lloyd Cruises 653 231 + 182.7
Marella Cruises
3
(in £) 164 124 + 32.1
1
No revenue is carried for TUI Cruises and Hapag-Lloyd Cruises as the joint venture is consolidated at equity.
2
Per day and passenger.
3
Inclusive of transfers, flights and hotels due to the integrated nature of Marella Cruises, in £.
• The Cruises segment returned to full operation at the beginning of April 2022, following the COVID-19
restrictions during the Winter months, with a total fleet of 16 ships across our three brands. Mein Schiff
and Hapag-Lloyd Cruises, our two cruise brands in Germany which make up our joint venture
TUI Cruises,
offered itineraries in the Mediterranean, Northern Europe and around the world. Marella, with its fleet of
four ships, operated itineraries across the Mediterranean.
• The segment continued to recover throughout the financial year as
COVID-19 restrictions were lifted.
Cruises reported a full year underlying
EBIT of € 0.8 m (previous year € – 277.5 m loss) which incorporated
a profitable second half of the financial year for the first time since the pandemic began. Occupancy rates
were up against last year and ranged between 58 % and 70 % across our Cruises brands (previous year
between 39 % and 45 %), with rates back to 2019 levels, reflecting the more normalised trading environment.
• Mein Schiff average daily rate of € 178 rose by 34.8 % versus prior year (previous year € 132). Occupancy
rate was 69 %, 28 %pts higher versus prior year (previous year 41 %) reflecting the recovery of demand
with a short-term booking trend very evident. The brand was able to operate its full fleet of seven ships
from April 2022 following the lifting of the
COVID-19 restrictions.
•
Hapag-Lloyd Cruises, our luxury and expeditions brand, average daily rate of € 653 increased 27.0 % ver
sus
prior year (previous year € 514). Occupancy of 58 % rose by 13 % pts versus prior year (previous year
45 %) reflecting the same factors as Mein Schiff. Following a reduced Winter season itinerary due to the
COVID-19-restrictions the full fleet of five ships were in operation from March.
• Marella Cruises, our
UK cruise brand, was also only able to offer a reduced Winter programme with all four
ships sailing again as from Q3 2022. The average daily rate was £164, up 32.1 % on prior year (previous
year £ 124). Occupancy was 70 %, up 31 % pts versus prior year (previous year 39 %), with operations in
the previous year fully suspended in the first nine months in line with
UK government travel advice.
TUI Musement
€ million 2022 2021 Var. %
Total revenue
*
805.7 178.3 + 351.9
Revenue 517.2 116.7 + 343.4
Underlying EBIT 23.2 – 105.3 n. a.
Underlying EBIT (at constant currency) 21.7 – 105.3 n. a.
* Including intragroup revenue.
•
TUI Musement, our tours and activity business, made an underlying EBIT of € 23.2 m, a € 128.5 m im-
provement on prior year (previous year € – 105.3 m loss), in line with the recovery to a more normalised
pre-pandemic environment across our global destinations. The increase reflects the advantage of our
integrated model and growth of third-party sales through the
TUI Musement platform.
• With the lifting of COVID-19 restrictions, TUI Musement benefited from increased guest transfers due to
the higher number of tour operator guests. In addition, 7.0 m experiences, activities and tickets were sold
in the year, up 5.5 m against the previous year of 1.5 m, highlighting the significant expansion of our
business in this segment to date.
•
Our growth opportunities will be driven by the expansion of our TUI Musement segment, which will benefit
from both our integration as well as growth through third party sales, accelerated digitalisation and execution
of our Global Realignment Programme. The combination of these drivers will enable us to emerge strong
er,
leaner, more digitalised and more agile, and ready to exploit growth opportunities.
66
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Markets & Airlines
Markets & Airlines
€ million 2022 2021 Var. %
Revenue 14,806.3 4,106.7 + 260.5
Underlying EBIT – 45.3 – 1,470.9 + 96.9
Underlying EBIT (at constant currency) – 42.5 – 1,470.9 + 97.1
Direct distribution mix
1
(in %, variance in % points) 77 73 + 4
Online mix
2
(in %, variance in % points) 54 50 + 4
Customers (in ’000) 16,730 5,361 + 212.1
1
Share of sales via own channels (retail and online).
2
Share of online sales.
• Our Markets & Airlines business made an underlying EBIT loss of € – 45.3 m, a € 1,425.6 m improvement on
prior year (previous year € – 1,470.9 m loss), reflecting the more normalised pre-pandemic travel environ-
ment, but also emphasizing the clear pent-up demand for holiday travel. Short-term bookings represent
ed
a large share of overall bookings. The result includes the impact of operational flight disruption encountered
during the Summer season 2022 and savings delivered through our Global Realignment Programme
across all markets.
• A total of 16,730 k customers departed for their holidays during the period under review, up 212.1 % year-
on-year (previous year 5,361 k) reflecting the easing of
COVID-19 restriction by governments in our key
source markets especially during the second half of the year.
• As
COVID-19 restrictions were lifted the segment experienced significant operational flight disruption
most notably in the
UK. The combination of unparalleled industry ramp-up after the COVID-19 pandemic
compounded by a tight labour market, has seen the aviation industry confronted with significant opera-
tional issues and disruptions, resulting in the increase of delayed departures and flight cancellations. This
has been mainly caused by third party suppliers and airports due to a shortage in ground handling and
airports security staff, reliability issues with lease-in partners and supplier maintenance delays. As a
result, incremental disruption costs totalled € 133 m in the financial year, primarily due to significantly
increased FDC (flight disruption cost for delays > 3 hours) events in the UK, and costs introduced relating
to mitigations. In response, we have swiftly introduced several mitigations to improve resilience and
customer experience, including the doubling of our standby aircraft, active management of third parties
and increased
TUI staff at key customer touch points. Flight disruptions were at elevated levels during the
Summer season but continued to normalise as the financial year came to a close. We remain committed
to operate our programme with as minimum impact to customers as possible. Even at the height of the
disruptions in May and June,
TUI Airline carried 4.8 m passengers (outbound and return sector) with 96 %
of customers arriving without any major impact (<3 hours delay from arrival), despite operational issues
at airports.
• Short-haul destinations such as Greece, Turkey, the Balearics and the Canaries were popular Summer
destinations for our customers, with regular long-haul destinations such as Mexico and Dominican Repub
lic
seeing higher demand compared to pre-pandemic levels.
Northern Region
€ million 2022 2021 Var. %
Revenue 6,320.2 807.7 + 682.5
Underlying EBIT – 101.6 – 965.8 + 89.5
Underlying EBIT (at constant currency) – 90.8 – 965.8 + 90.6
Direct distribution mix
1
(in %, variance in % points) 94 94 –
Online mix
2
(in %, variance in % points) 71 74 – 3
Customers (in ’000) 6,475 826 + 683.5
1
Share of sales via own channels (retail and online).
2
Share of online sales.
Northern Region comprises UK, Nordics and joint ventures in Canada.
• Northern Region reported a significantly reduced underlying
EBIT loss of € – 101.6 m (previous year
€ – 965.8 m loss) driven by the ability to operate a more normalised programme. The result was impacted
by operational disruptions encountered at airports throughout the summer season. The resilience meas-
ures introduced as a consequence, included in particular the cancellation of flying from Manchester during
June to help protect the programme and reduce the impact on our customers.
• Customer volume increased significantly by 683.5 % to 6,475 k versus prior year (previous year 826 k)
supported by the easing of
COVID-19 restrictions, with demand recovering in particular in the UK to near
pre-pandemic levels. Online distribution for the Region continued to be strong at 71 %, down 3 %pts
against previous year of 74 %, but up 4 %pts versus pre-pandemic levels (FY 2019 67 %), with direct
distribution at 94 % in line with previous year and pre-pandemic levels.
• Our Global Realignment Programme delivered additional savings, mainly through cost efficiencies across
the business including the reduction of our distribution cost base and airline rightsizing.
67
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Central Region
€ million 2022 2021 Var. %
Revenue 5,773.5 2,322.9 + 148.5
Underlying EBIT 87.8 – 328.6 n. a.
Underlying EBIT (at constant currency) 84.0 – 328.6 n. a.
Direct distribution mix
1
(in %, variance in % points) 57 61 – 4
Online mix
2
(in %, variance in % points) 30 34 – 4
Customers (in ’000) 5,873 2,673 + 119.7
1
Share of sales via own channels (retail and online).
2
Share of online sales.
Central Region comprises Germany and Austria, Switzerland and Poland.
•
Central Region underlying EBIT profit of € 87.8 m, is an improvement of € 416.4 m versus prior year (previous
year € – 328.6 m loss) reflecting the more open travel environment permitted by the EU, enabled many of
our customers from Germany in particular, to resume their international holidays this summer. Results
were supported by the benefit of a ~€ 50 m state compensation for loss of business in the course of the
pandemic, in addition to savings delivered by our Global Realignment Programme. The Central Region was
also impacted by operational flight disruption but to a significantly lower extent than in the
UK market.
• Customer volume increased by 119.7 % to 5,873 k versus prior year (previous year 2,673 k) in line with the
easing of travel restrictions due to
COVID-19. Online distribution for Central Region reached 30 %, down
4 %pts against prior year of 34 % but up 8 %pts versus pre-pandemic levels (FY 2019 22 %). Direct
distribution was down 4 %pts to 57 % against previous year whereby the comparison is limited by lower
volumes and longer retail shop closures due to the
COVID-19 restrictions. Against pre-pandemic levels of
50 % direct distribution was up 7 %pts.
•
The benefits delivered through our Global Realignment Programme, included the reduction of retail estate
to 528 stores (previous year 560) along with airline rightsizing.
Western Region
€ million 2022 2021 Var. %
Revenue 2,712.6 976.1 + 177.9
Underlying EBIT – 31.5 – 176.6 + 82.1
Underlying EBIT (at constant currency) – 35.7 – 176.6 + 79.8
Direct distribution mix
1
(in %, variance in % points) 80 81 – 1
Online mix
2
(in %, variance in % points) 60 63 – 3
Customers (in ’000) 4,383 1,861 + 135.5
1
Share of sales via own channels (retail and online).
2
Share of online sales.
Western Region comprises Belgium, Netherlands and France.
• Western Region underlying
EBIT loss of € – 31.5 m, was an improvement of € 145.0 m versus prior year
(previous year € – 176.6 m loss). Results were supported by a more normalised pre-pandemic travel envi-
ronment in all businesses with the Netherlands benefiting from higher volumes and operations in France
supported by restructuring. Results were however impacted by the costs for flight delays and cancellations
due to operational disruptions in particular at Schipol Airport.
•
Customer volume increased by 135.5 % to 4,383 k year-on-year (previous year 1,861 k) reflecting the
reduction of
COVID-19 related travel restrictions which enabled many of our customers from Belgium and
the Netherlands in particular, to resume their international holidays this summer. Online distribution for
the region stood at 60 %, down 3 %pts (previous year 63 %), but up 3 %pts versus pre-pandemic levels
(FY 2019: 57 %). Direct distribution of 80 % was slightly down on previous year whereby the comparison
is limited by lower volumes and longer retail shop closures due to the
COVID-19 restrictions. Against
pre-pandemic levels direct distribution was up 5 %pts (
FY 2019 75 %).
•
The result included savings delivered by our Global Realignment Programme, generated by cost efficiencies
across the business.
68
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
All other segments
€ million 2022 2021 Var. %
Revenue 83.8 40.8 + 105.5
Underlying EBIT – 50.5 – 69.1 + 26.9
Underlying EBIT (at constant currency) – 49.6 – 69.1 + 28.2
The underlying EBIT for All other segments improved by € 18.6 m versus prior year, (previous year € – 69.1 m
loss), reflecting positive valuation effects relating in particular to the reversal of provisions in the financial
year against prior year, strong cost discipline, as well as the benefit of our ongoing cost savings measures, as
part of our Global Realignment Programme.
69
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Net Assets
Development of the Group’s asset structure
€ million 30 Sep 2022 30 Sep 2021 Var. %
Fixed assets 10,636.0 10,300.8 3.3
Non-current receivables 715.7 921.6 – 22.3
Non-current assets 11,351.7 11,222.3 1.2
Inventories 56.1 42.8 30.9
Current receivables 2,108.1 1,210.2 74.2
Cash and cash equivalents 1,736.9 1,583.9 9.7
Assets held for sale 2.7 96.5 – 97.2
Current assets 3,903.8 2,933.3 33.1
Assets 15,255.5 14,155.7 7.8
Equity 645.7 – 418.4 n. a.
Liabilities 14,609.7 14,574.1 0.2
Equity and liabilities 15,255.5 14,155.7 7.8
The Group’s balance sheet total increased by 7.8 % year-on-year to € 15.3 bn.
Vertical structural indicators
Non-current financial assets accounted for 74.4 % of total assets, compared with 79.3 % in the previous year.
The capitalisation ratio (ratio of fixed assets to total assets) decreased from 72.8 % to 69.7 %.
Current assets accounted for 25.6 % of total assets, compared with 20.7 % in the previous year. The Group’s
cash and cash equivalents increased by € 153.1 m to € 1,736.9 m. They thus accounted for 11.4 % of total
assets, as against 11.2 % in the previous year.
Horizontal structural indicators
At the balance sheet date, the ratio of equity to non-current assets has been 5.7 %. Due to the suspension
of our business operations driven by
COVID-19 and the resulting losses, Group equity was negative in the
prior year. The ratio of equity plus non-current financial liabilities to fixed assets was 22.3 %, compared with
25.4 % in the previous year.
Development of the Group’s non-current assets
Structure of the Group’s non-current assets
€ million 30 Sep 2022 30 Sep 2021 Var. %
Goodwill 2,970.6 2,993.1 – 0.8
Other intangible assets 507.6 498.6 + 1.8
Property, plant and equipment 3,400.9 3,159.3 + 7.6
Right-of-use assets 2,971.5 3,009.2 – 1.3
Investments in joint ventures and associates 785.4 640.5 + 22.6
Fixed assets 10,636.0 10,300.8 + 3.3
Receivables and assets 493.7 630.5 – 21.7
Deferred tax claims 222.0 291.1 – 23.7
Non-current receivables 715.7 921.6 – 22.3
Non-current assets 11,351.7 11,222.3 1.2
GOODWILL
Goodwill broadly remained at previous year’s level of € 2,970.6 m.
For details, please refer to the section Goodwill in the Notes from page190.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment totalled € 3,400.9 m at the balance sheet date, up by € 241.6 m year-on-year.
Major additions to property, plant and equipment related to acquisitions in the Hotels & Resorts segment
and the purchase of new aircraf
t. The majority of the disposals related to the disposal of advance payments
for the delivery of aircraft. In addition, tests of the carrying amounts led to impairments primarily on hotels
including real estate.
70
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Development of property, plant and equipment
€ million 30 Sep 2022 30 Sep 2021 Var. %
Real estate with hotels 1,800.9 1,675.8 + 7.5
Other land 186.1 165.5 + 12.4
Aircraft 342.3 127.1 + 169.3
Ships 428.4 446.3 – 4.0
Machinery and fixtures 360.8 351.7 + 2.6
Assets under construction 170.7 134.6 + 26.8
Payments on accounts 111.7 258.3 – 56.8
Tot al 3,400.9 3,159.3 + 7.6
RIGHT-OF-USE ASSETS
As a lessee, TUI recognises right-of-use assets and lease liabilities in the statement of financial position in
accord-ance with
IFRS16. The right-of-use assets relate to moveable assets such as aircraft, vehicles and
cruise ships, as well as property such as hotel buildings and land, office buildings and travel agencies.
COMPANIES MEASURED AT EQUITY
Seventeen associated companies and 27 joint ventures were measured at equity. At € 785.4 m, their value
decreased by 22.6 % year-on-year as at the balance sheet date.
Development of the Group’s current assets
Structure of the Group’s current assets
€ million 30 Sep 2022 30 Sep 2021 Var. %
Inventories 56.1 42.8 + 30.9
Trade accounts receivable and other financial assets
1
1,330.1 537.1 + 147.6
Other non-financial assets
2
755.0 615.3 + 22.7
Current tax assets
23.1 57.7 – 60.1
Cash and cash equivalents 1,736.9 1,583.9 + 9.7
Assets held for sale 2.7 96.5 – 97.2
Current assets 3,903.8 2,933.3 33.1
1
Incl. receivables from derivative financial instruments.
2
Incl. touristic prepayments.
71
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Financial Position of the Group
Principles and goals of financial management
PRINCIPLES
TUI Group’s financial management is centrally operated by TUIAG, which acts as the Group’s internal bank.
Financial management covers all Group companies in which
TUIAG directly or indirectly holds an interest of
more than 50 %. It is based on policies covering all cash flow-oriented aspects of the Group’s business activ-
ities. In implementing a cross-border organisation approach,
TUIAG has outsourced some of its treasury
activities to First Choice Holidays Finance Ltd, a British Group company. However, the treasury activities are
carried out on a coordinated and centralised basis.
GOALS
TUI’s financial management goals include ensuring sufficient liquidity for TUIAG and its subsidiaries and
limiting financial risks from fluctuations in foreign exchange rates, commodity prices and interest rates as
well as default risks associated with treasury activities.
LIQUIDITY SAFEGUARDS
The Group’s liquidity safeguards consist of two components:
• In the course of the annual Group planning process,
TUI Group draws up a multi-annual financial budget,
from which long-term financing and refinancing requirements are derived. This information and financial
market observation to identify refinancing opportunities create a basis for decision-making, enabling
appropriate financing instruments for long-term corporate funding to be adopted at an early stage.
•
TUI uses syndicated credit facilities and bilateral bank lines as well as its liquid funds to secure sufficient
short-term cash reserves. Through intra-Group cash pooling, excess cash of individual Group companies
is used to finance the cash requirements of other Group companies. A weekly rolling liquidity planning
system is the basis for arrangements with banks.
LIMITING FINANCIAL RISKS
The Group companies operate on a worldwide scale. TUI Group is therefore exposed to financial risks from
changes in exchange rates, commodity prices and interest rates.
The key operating financial transaction risks relate to the euro,
US dollar, pound sterling and Swedish krona
and to changing fuel prices. They mainly result from cost items in foreign currencies held by individual Group
companies, e. g. hotel procurement, aircraft fuel and bunker oil invoices or ship handling costs.
The Group has entered into derivative hedges in various foreign currencies in order to limit its exposure to
risks from changes in exchange rates. Changes in commodity prices affect TUI Group, in particular, in procuring
fuels such as aircraft fuel and bunker oil. Some of these price risks related to fuel procurement are hedged
by derivative instruments. Where price increases can be passed on to customers due to contractual agree-
ments, this is also reflected in our hedging behaviour.
In the wake of the COVID-19 pandemic, currency and fuel hedging activities were heavily restricted. With
the market environment returning to normal and the Group’s business volume rising substantially, hedging
restrictions in many areas have largely been eased, although some restrictions remain, particularly in relation
to fuel hedging. Hedging cover is taken out ahead of the markets’ customer booking profiles, where hedging
lines allow. This provides a degree of certainty over input costs when planning pricing and capacity.
In order to control risks related to changes in interest rates arising on funding in international money and
capital markets and investments of liquid funds, derivative interest hedges are used on a case-by-case basis
as part of the Group’s interest management system.
In order to limit default risks from settlement payments for derivatives as well as money market investments
with banks,
TUIAG and First Choice Holidays Finance Ltd. have defined credit rating criteria for the selection
of their counterparties. Trading and transaction limits are allocated to these counterparties on the basis of
the credit ratings issued by the major rating agencies. The credit ratings and the corresponding limits are
regularly reviewed. In the event of changes in the fair value of derivatives or rating changes, new business
with these counterparties may temporarily be suspended until the limits can be applied appropriately again.
The use of derivative hedges is based on underlying transactions; the derivatives are not used for speculation
purposes.
More detailed information on hedging strategies and risk management as well as financial transactions and
the scope of such transactions at the balance sheet date is provided in the Risk Report and the section
Financial instruments in the Notes to the consolidated financial statements.
See from page34 ff. and 224 ff.
72
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Capital structure
Capital structure of the Group
€ million 30 Sep 2022 30 Sep 2021 Var. %
Non-current assets 11,351.7 11,222.3 + 1.2
Current assets 3,903.8 2,933.3 + 33.1
Assets 15,255.5 14,155.7 + 7.8
Subscribed capital 1,785.2 1,099.4 + 62.4
Capital reserves 6,085.9 5,249.6 + 15.9
Revenue reserves – 8,432.7 – 8,525.7 + 1.1
Silent participation 420.0 1,091.0 – 61.5
Non-controlling interest 787.3 667.3 + 18.0
Equity 645.7 – 418.4 n. a.
Non-current provisions 1,323.2 1,665.5 – 20.5
Current provisions 574.2 572.7 + 0.3
Provisions 1,897.4 2,238.2 – 15.2
Non-current financial liabilities 1,731.4 3,036.1 – 43.0
Current financial liabilities 319.9 284.6 + 12.4
Financial liabilities 2,051.3 3,320.8 – 38.2
Non-current lease liabilities 2,508.7 2,606.1 – 3.7
Current lease liabilities 698.8 623.3 + 12.1
Lease liabilities (IFRS16) 3,207.5 3,229.4 – 0.7
Other non-current liabilities 303.6 402.8 – 24.6
Other current liabilities 7,149.8 5,332.3 + 34.1
Other liabilities 7,453.4 5,735.1 + 30.0
Debt related to assets held for sale – 50.6 n. a.
Liabilities 15,255.5 14,155.7 + 7.8
Capital ratios
€ million 30 Sep 2022 30 Sep 2021 Var. %
Non-current capital 6,512.8 7,292.1 – 10.7
Non-current capital in relation to balance sheet total % 42.7 51.5 – 8.8
*
Equity ratio % 4.2 – 3.0 n. a.
*
Equity and non-current financial liabilities 2,377.2 2,617.7 – 9.2
Equity and non-current financial liabilities in relation to
balance sheet total % 15.6
18.5 – 2.9
*
* Percentage points.
Overall, non-current capital decreased by 10.7 % to € 6,512.8 m. It accounted for 42.7 % (previous year 51.5 %)
of the balance sheet total.
The equity ratio was 4.2 % (previous year – 3.0 %). Equity and non-current financial liabilities accounted for
15.6 % (previous year 18.5 %) of the balance sheet total.
EQUITY
Subscribed capital was initially increased by € 523,520,778.00 in October 2021 in the framework of a fully
subscribed capital increase with subscription rights by issuing 523,520,778 new no-par value shares against
cash contribution. At a subscription price of € 2.15 per share, the gross proceeds totalled around € 1.1 bn. In
May 2022, subscribed capital was increased by a further € 162,291,441.00 in the framework of another cash
capital increase excluding shareholders’ subscription rights. By way of an accelerated bookbuilding,
162,291,441 new shares were sold to institutional investors. At an issue price of € 2.62 per share, gross pro-
ceeds totalled around € 425 m. At the end of the financial year under review, subscribed capital therefore
consisted of 1,785,205,853 shares with a proportionate share in the capital stock of € 1.00 per no-par value
share. Revenue reserves rose by € 0.1 bn to € – 8.4 bn in the completed financial year. Non-controlling interests
accounted for € 787.3 m of equity.
SILENT ESF PARTICIPATIONS
In financial year 2021, TUI obtained two silent participations from the ESF. Both participations are carried in
equity in accordance with
IAS32. Silent Participation I of € 420.0 m was fully paid. It can be converted into
shares in
TUIAG at any time in full or in part at a conversion price of € 1.00 per share, as long as the ESF does
not obtain a participation in
TUI of more than 25 % plus one share by converting the Silent Participation.
In June 2022,
TUIAG carried out a capital increase and fully repaid Silent Participation II at € 671.0 m.
73
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
PROVISIONS
Provisions mainly comprise provisions for pension obligations, tax provisions and provisions for typical
operating risks classified as current or non-current, depending on expected occurrence. At the balance sheet
date, they accounted for a total of € 1,897.4 m, down by € 340.8 m year-on-year.
FINANCIAL AND LEASE LIABILITIES
Composition of financial liabilities and lease liabilities
€ million 30 Sep 2022 30 Sep 2021 Var. %
Bonds 580.5 641.5 – 9.5
Liabilites to banks 1,382.6 2,612.6 – 47.1
Other financial liabilities 88.2 66.6 + 32.4
Financial liabilities 2,051.3 3,320.7 – 38.2
Lease liabilities 3,207.5 3,229.4 – 0.7
Our non-current financial liabilities declined by € 1,304.7 m to € 1,731.4 m versus 30 September 2021. The
decrease was primarily attributable to a reduction in liabilities to banks of € 1,262.4 m and the contractually
agreed early repurchase of 913 partial option bonds on 1 April 2022.
For more detailed information, please refer to the Notes to the consolidated financial statements.
See chapter Financial and lease liabilities, page217.
OVERVIEW OF TUI’S LISTED BOND
The table below lists the maturities, nominal volumes and annual interest coupon of the listed convertible
bond issued in 2021 with a nominal value of € 589.6 m and a seven-year term.
Listed bond
Capital measures
Issuance
Maturity
Amount
initial
€ million
Amount
outstanding
€ million
Interest rate
% p. a.
Convertible Bond 2021 April / July2021 April2028 589.6 589.6 5.000
CONVERTIBLE BONDS 2021
In April 2021, TUI AG issued senior unsecured convertible bonds maturing in 2028 with a total nominal
amount of € 400.0 m. In July 2021, the convertible bond was upsized through a further issue with a nominal
amount of € 189.6 m at a price of 104.75 %. The convertible bonds totalling € 589.6 m constitute a single
series. In October 2021, the conversion price was reduced to € 4.5827 per share in the wake of the capital
increase with subscription rights.
See Other information from page248.
ESF WARRANT BOND
On 1 October 2020, an unlisted bond with warrants totalling € 150.0 m was issued to the Economic Stabili-
sation Fund (
ESF). The bond has a term of six years and carries an interest coupon of 9.5 % p. a. The attached
warrants have a term of ten years and authorise the holders to subscribe to around 58.7 m shares in
TUIAG
at an initial price of € 2.56 per share. Due to the capital reduction in January 2021, the subscription price for
the same number of shares was reduced to € 1.00 per share.
In April 2022,
TUIAG effected an early redemption of bonds with a nominal value of € 91.3 m so that the
residual nominal amount totals € 58.7 m.
SYNDICATED CREDIT FACILITIES OF TUIAG
In April and May 2022, TUIAG’s syndicated credit facilities were reduced by around € 920 m from an original
amount of around € 4.8 bn on the basis of a contractual agreement and due to proceeds from refinancing
and divestment transactions. First, the reduced credit line of € 170 m from KfW and a private banking
consortium, which had originally amounted to € 200 m, was repaid in full. Moreover, around € 750 m of the
undrawn KfW tranche of € 2.85 bn was cancelled, reducing this amount to € 2.1 bn. In addition, for regulatory
reasons due to Brexit, the credit
line of a British bank forming part of the syndicated credit facility (around
€ 80 m cash and € 25.0 m guarantee
line) could not be extended beyond July 2022.
At the end of the financial year under review, the syndicated credit facility therefore totalled around € 3.7 bn,
including a KfW cash tranche of around € 2.1 bn and a bank guarantee line of € 190.0 m.
The interest rate for cash drawdowns is variable and depends on the short-term interest rate level (
EURIBOR
or
SONIA) and TUI’s credit rating plus a margin.
At the balance sheet date, cash drawdowns from the syndicated credit facility amounted to € 562.0 m.
74
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
BANK CREDITS AND LEASE LIABILITIES
Liabilities to banks largely relate to the drawdowns from TUIAG’s syndicated credit facilities and TUIAG’s
Schuldschein worth € 425.0 m.
Lease liabilities essentially relate to aircraft funding and hotel leases. For more detailed information, in
particular on the remaining terms, please refer to the section Financial and lease liabilities in the Notes to
the consolidated financial statements.
See section Financial and lease liabilities, page217.
OTHER LIABILITIES
The combined figure for other liabilities mainly includes trade payables and customer deposits. At € 7,453.4 m,
it was € 1,718.3 m up year-on-year.
Key credit facilities
SYNDICATED CREDIT FACILITIES OF TUIAG
TUIAG’s syndicated credit facility of around € 3.7 bn includes a tranche of € 190.0 m for bank guarantees. At
the balance sheet date, cash drawdowns from this credit facility amounted to around € 562.0 m. In addition,
an amount of € 143.8 m was drawn from this credit facility through the use of bank guarantees.
BILATERAL GUARANTEE FACILITIES OF TUIAG WITH BANKS
In October 2021, TUIAG concluded a multi-year guarantee facility of € 152.0 m with a bank in order to meet
a regulatory obligation. At the balance sheet date, this guarantee facility was fully used. In October 2022, this
guarantee facility was replaced by a new guarantee line of € 345.6 m. The issued guarantee was replaced by
a new guarantee of € 268.8 m.
In addition,
TUIAG concluded further bilateral guarantee facilities with banks with a total volume of € 19.1 m
for the provision of bank guarantees in the framework of ordinary business activities. Some of the guarantees
have a term of several years. The guarantees granted give rise to a commission in the form of a fixed per-
centage of the maxi-mum guaranteed amount. At the balance sheet date, an amount of € 8.1 m from these
facilities had been used.
Obligations from financing agreements
TUIAG’s Schuldschein worth € 425.0 m issued in 2018, the bond with warrants worth € 58.7 m issued in
October 2020, the convertible bond worth € 589.6 m issued in 2021 and the credit and guarantee facilities
for
TUIAG contain a number of obligations.
Under its syndicated credit facility worth € 3.7 bn, TUIAG has a duty to comply with certain financial cove-
nants (as defined in the contract). These require (a) compliance with an
EBITDAR-to-net interest expense
ratio measuring
TUI Group’s relative charge from the interest result and its lease and rental expenses; and
(b) compliance with a net debt-to-EBITDA ratio, calculating TUI Group’s relative charge from financial liabilities.
The EBITDAR-to-net interest expense ratio must have a coverage multiple of at least 1.5; net debt must not
exceed 3.0 times
EBITDA. The financial covenants are determined every six months, but the banks initially
agreed to a waiver for this financial covenant obligation up until and including 31 March 2022, and then set
higher ratio limits for testing during the period up until and including 31 March 2023. In addition,
TUI’s scope
for pledging or selling assets, acquiring other companies or shareholdings, or effecting mergers has been
restricted.
TUIAG’s Schuldschein worth € 425.0 m, the bond with warrants worth € 58.7 m, the convertible bond worth
€ 589.6 m and the credit and guarantee facilities for TUIAG also contain additional clauses typical of financing
instruments of this type. Non-compliance with these obligations awards the lenders the right to call in the
facilities or terminate the financing schemes for immediate repayment.
Ratings by Standard & Poor’s and Moody’s
TUIAG ratings
2018 2019 2020 2021 2022 Outlook
Standard&Poor’s BB BB CCC+ CCC+ B– stable
Moody’s Ba2 Ba2 Caa1 Caa1 B3 stable
In the wake of the COVID-19 pandemic, both Standard & Poor’s and Moody’s successively lowered TUI’s
rating to
CCC+ and Caa1, respectively, in 2020.
Due to a significant improvement in the business environment and the stronger balance sheet structure,
both rating agencies upgraded their ratings to “B– (stable outlook)” (Standard & Poor’s) and “B3 (stable
outlook)” (Moody’s) in October 2021.
Standard & Poor’s also upgraded the rating for amounts totalling around € 1.5 bn granted by private banks
within
TUIAG’s syndicated credit facility from CCC+ to B- in October 2021.
75
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Financial stability targets
TUI considers a constant credit rating to be a prerequisite for the future development of the business. In
response to the structural improvements resulting from the merger between
TUIAG and TUI Travel, the
operating performance observed over the past few years, and the strengthening of the business model
despite a challenging environment, both Standard & Poor’s and Moody’s upgraded their ratings for
TUI to
the
BB or Ba ranges. In particular due to effects of the COVID-19 pandemic, these ratings were then lowered
to
CCC+ and Caa1, respectively, in 2020. In the completed financial year, both rating agencies upgraded TUI’s
rating to the B range again. This is essential, in our view, not only to secure favourable financing terms, but
also to retain access to the debt capital markets even in difficult macroeconomic situations. We aim to
achieve a further improvement in our current ratings (B– and B3, respectively). As an indicator of financial
stability, we have defined a leverage ratio along the following basic lines:
Leverage ratio = (gross financial liabilities + lease liabilities + net obligations from defined-benefit pension
plans) / reported
EBITDA. This basic definition is subject to specific amendments in order to reflect current
circumstances. Due to the lower gross financial liabilities and the return to positive
EBITDA, the leverage
ratio improved to a value of 4.7x in the 2022 financial year. We are aiming for a leverage ratio of below 3.0x
again as a medium-term target.
See section Capital management, page246.
Interest and financing environment
In the period under review, short-term interest rates remained at a low level compared with historical rates.
In some currency areas, the interest rate initially remained negative but rose again in the low positive range
in all key currencies from mid-2022 onwards. Due to high inflation, interest rates are expected to continue
rising in the next few months. The interest rise cycle is currently expected to culminate in the medium single-
digit percentage range. Corresponding impacts were recorded on yields from money market investments but
also on reference interest rates for floating-rate debt.
In the financial year under review, quoted credit margins (based on CDS levels) for corporates on sub-investment
grades rose to a level well above the long-standing average. Credit margins for
TUIAG were elevated in H1 2022
and climbed appreciably thereafter. Due to the difficult market environment in 2022, refinancing was not
possible at acceptable terms and conditions.
Liquidity analysis
At the balance sheet date, TUIAG, the parent company of TUI Group, held cash and cash equivalents worth
€ 473.0 bn.
RESTRICTIONS ON THE TRANSFER OF LIQUID FUNDS
At the balance sheet date, there were restrictions worth around € 0.5 bn (previous year € 0.5 bn) on the
transfer of liquid funds within the Group that might significantly impact the Group’s liquidity, such as restrictions
on capital movements and restrictions due to credit agreements concluded.
Change of control
Significant agreements taking effect in the event of a change of control due to a takeover bid are outlined in
the chapter on Information required under takeover law.
See chapter Information required under takeover law, page100.
Cash flow statement
Summary cash flow statement
€ million 2022 2021
Net cash in- / outflow from operating activities + 2,077.8 – 151.3
Net cash out- / inflow from investing activities
– 308.2 + 704.7
Net cash outflow from financing activities – 1,630.9 – 233.5
Change in cash and cash equivalents with cash effects + 138.6 + 319.8
The cash flow statement shows the flow of cash and cash equivalents on the basis of a separate presentation
of cash inflows and outflows from operating, investing and financing activities. The effects of changes in the
group of consolidated companies and of foreign currency translation are eliminated. In the previous year, the
cash flow statement included the disposal group Nordotel S. A.
In the period under review, cash and cash equivalents increased by € 150.8 m to € 1,736.9 m.
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COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
CASH INFLOW / OUTFLOW FROM OPERATING ACTIVITIES
In the period under review, the cash inflow from operating activities totalled € 2,077.8 m (previous year
outflow of € 151.3 m), including interest payments received of € 12.4 m (previous year € 6.4 m) and dividends
of € 0.5 m (previous year € 14.2 m). The significant improvement compared to the previous year is due to the
normalisation of business operations. Income tax payments resulted in a cash outflow of € 131.4 m (previous
year € 9.0 m).
CASH INFLOW / OUTFLOW FROM INVESTING ACTIVITIES
In financial year 2022, the total cash outflow from investing activities amounted to € 308.2 m (previous year
inflow of € 704.7 m). This includes a cash outflow for capital expenditure on property, plant and equipment
and intangibles of € 515.7 m (previous year € 299.7 m). The Group recorded a cash inflow of € 180.7 m from
the divestment of property, plant and equipment and intangible assets (previous year € 357.9 m). A cash
outflow of € 8.9 m was recorded from purchase price payments for the sale of the stakes in Riu Hotels S. A.,
effected in the prior year. The divestment of a stake in Karisma Hotels Caribbean S. A. resulted in a cash
inflow of € 3.5 m for
TUI Group. The Group recorded an inflow of € 25.7 m net of cash disposed for the sale
of Nordotel S. A. A part of the purchase price had already been paid in the prior year.
CASH INFLOW / OUTFLOW FROM FINANCING ACTIVITIES
The cash outflow from financing activities amounted to € 1,630.9 m (previous year outflow of € 233.5 m).
TUIAG recorded a cash inflow of € 1,522.7 m from equity increases after deduction of capital procurement
costs in October 2021 and in May 2022. At the end of June,
TUIAG fully repaid the Silent Participation II of
€ 671.0 m plus a coupon of € 51.0 m, carried as a dividend, to the Economic Stabilisation Fund. In the period
under review,
TUIAG reduced its syndicated credit facility by € 1,301.4 m. TUI Group companies took out
loans worth € 109.7 m. A cash outflow of € 853.5 m was recorded for the redemption of other financial liabilities,
including an amount of € 583.6 m for lease liabilities. A cash outflow of € 385.6 m related to interest payments.
A further cash outflow of € 0.6 m was used to purchase shares transferred to
TUI Group employees in the
framework of the oneShare employee stock option programme.
Change in cash and cash equivalents
€ million 2022 2021
Cash and cash equivalents at the beginning of period + 1,586.1 + 1,233.1
Changes due to changes in exchange rates + 12.2 + 33.2
Cash changes + 138.6 + 319.8
Cash and cash equivalents at the end of period + 1,736.9 + 1,586.1
Cash and cash equivalents comprise all liquid assets, i. e. cash in hand, bank balances and cheques.
The detailed cash flow statement and additional explanations are provided in the consolidated financial
statements and in the section Notes to the cash flow statement in the Notes to the consolidated financial
statements.
See pages160 and247.
Analysis of investments
The development of fixed assets, including property, plant and equipment, intangible assets, shareholdings
and other financial investments, is presented in the section on Net assets in the Management Report. Addi-
tional explanatory information is provided in the Notes to the consolidated financial statements.
Net capex and investments
€ million 2022 2021 Var. %
Cash gross capex
Hotels & Resorts 197.2 113.9 + 73.1
Cruises 45.5 22.5 + 102.2
TUI Musement 18.8 13.8 + 36.2
Holiday Experiences 261.5 150.2 + 74.1
Northern Region 26.2 10.2 + 156.9
Central Region 9.3 5.1 + 82.4
Western Region 7.5 8.2 – 8.5
Markets & Airlines
*
111.2 52.4 + 112.2
All other segments
113.3 82.1 + 38.0
TUI Group 486.0 284.8 + 70.6
Net pre delivery payments on aircraft – 126.5 – 86.0 – 47.0
Financial investments 0.9 28.0 – 96.9
Divestments – 44.4 – 925.9 + 95.2
Net capex and investments 315.9 – 699.1 n. a.
* Including gross capex of € 68.2 m for financial year 2022 (previous year € 28.9 m) for the aircraft leasing companies which – unlike
in
come statement items – are allocated to Markets & Airlines as a whole, but not to the individual segments Northern Region, Central
Region and Western Region.
In the financial year under review, TUI Group’s gross capex totalled € 486.0 m. The increase of 70.6 % reflects
the expansion of our business activities as the pandemic subsided.
The year-on-year increase was mainly attributable to higher investments in aviation, increased investments
in hotels as well as time in dock at Marella Cruises. Net capital expenditure and investments of € 315.9 m rose
by € 1,015.0 m year-on-year in the period under review. Divestments related in particular to the sale of
the stake in Nordotel S. A., fully consolidated in the Hotels & Resorts segment, to Grupotel S. A., a joint
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COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by the
Executive Board and Report on
expected Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
venture of TUI Group. They also comprised a subsequent reduction in the selling price for the divestment of
Riu Hotels S. A. In the prior year, divestments had included the sale of our 49 % stake in the Riu Hotels S. A.
joint venture to a Riu Group company, the sale-and-leaseback of aircraft and a part of the total proceeds
from the divestment of Hapag-Lloyd Kreuzfahrten to our joint venture
TUI Cruises.
The table below shows a reconciliation of capital expenditure to additions to
TUI Group’s other intangible
assets and property, plant and equipment.
Reconciliation of capital expenditure
€ million 2022 2021
Cash gross capex 486.0 284.8
Additions right-of-use assets 12.3 27.4
Advance payments 29.7 15.0
Other non-cash changes 66.9 15.2
Additions to other intangible assets and property, plant and equipment 594.9 342.3
Investment obligations
ORDER COMMITMENTS
Due to agreements concluded in financial year 2022 or in prior years, order commitments for investments
totalled € 2,291.4 m as at the balance sheet date, this total included an amount of € 400.7 m for scheduled
investments in financial year 2023.
More detailed information is provided in the section Other financial commitments in the Notes to the consolidated financial
statements.
Net debt
The net debt as of 30 September 2022 declined by € 1,518.0 m year-on-year to € 3,436.2 m.
Net debt
€ million 30 Sep 2022 30 Sep 2021 Var. %
Financial debt 2,051.3 3,320.8 – 38.2
Lease liabilities (IFRS16) 3,207.5 3,229.4 – 0.7
Cash and cash equivalents 1,736.9 1,583.9 + 9.7
Short-term interest-bearing investments 85.8 12.1 + 609.5
Net debt – 3,436.2 – 4,954.2 + 30.6
78
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FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Non-financial Declaration of TUI Group
*
PAGE 78 About this non-financial declaration of TUI Group
PAGE 79 Sustainability governance
PAGE 81 People - Empower to drive development
PAGE 82 Planet – Reduce our footprint
PAGE 86 Progress – Accelerate the transformation
PAGE 87 Our people
PAGE 95 Customer experience, Security, Health & Safety and crisis management
PAGE 96 Anti-corruption and anti-bribery
PAGE 96 Disclosure pursuant to EU Taxonomy Regulation (EU) 2020/852
* Unaudited.
About this non-financial declaration of TUI Group
For TUI Group, sustainability covering all three areas of economic, environmental and social sustainability
is a fundamental management principle and a cornerstone of our strategy for continually enhancing the
value of our company. We firmly believe that sustainable development is critical to long-term economic
success. Together with our many partners around the world, we are actively committed to promoting
sustainable development in the tourism industry.
In the following section, in line with
CSR reporting legislation, we report on sustainability issues that
promote a better understanding of our business operations, context and future development.
TUIAG
publishes a non-financial
TUI Group declaration. It combines aspects and reporting on the following key
issues: environmental matters, employee matters, social matters, respecting human rights and information
on anti-corruption and anti-bribery integration & compliance. In compliance with section 315b, para-
graph 1, sentence 3 of the German Commercial Code (
HGB) we also refer, in a number of respects, to
non-financial disclosures found in other parts of the Group Management Report.
Our materiality assessment generated insights into the risks and opportunities relating to sustainability.
We describe our risk management system and principal risks associated with our business activities,
business relations and services in our Risk Report from page 34 onwards, where the principal risks relating
to sustainability are listed and explained.
APPLIED STANDARDS AND SUSTAINABILITY INDICES
Our reporting covers the United Nations Global Compact principles, which TUI signed up to in 2014, as a
framework. Further
more, we reviewed our sustainability activities against the United Nations Sustainable
Development Goals (
SDGs).
TUIAG is represented on the sustainability index FTSE4Good. In 2022, TUI participated in the CDP Climate
Change programme and in the S&P Dow Jones Sustainability Index Assessment and engaged in dialogue
with other researchers.
SPECIFIC CO
2
EMISSIONS FROM OUR AIRLINES AS A KEY NON-FINANCIAL PERFORMANCE INDICATOR
We regard specific carbon emissions (in g CO
2
/ rpk) from our aircraft fleet as a key non-financial perform-
ance indicator.
Please see page31.
DISCLOSURES PURSUANT TO EU TAXONOMY REGULATION (2020/852)
For the first time, this statement additionally contains disclosures on whether and to what extent the
a
ctivities of TUI Group are aligned with the objectives of the EU Taxonomy Regulation.
LIMITED ASSURANCE ENGAGEMENT ATTESTATION
The present non-financial statement was not part of the audit, but was subject to a limited assurance
engagement in accordance with
ISAE 3000 (revised).
Please see page267.
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD)
As a company listed in the Premium Segment of the Main Market of the London Stock Exchange, we are required pursuant to
Listing Rule
LR 9.8.6 to make disclosures in relation to the recommendations of the Financial Stability Board’s Task Force on
Climate-related Financial Disclosures (
TCFD). The section from page123 summarises the disclosures relating to TUI Group’s
compliance with the
TCFD recommendations and is not part of this non-financial declaration. These disclosures were therefore
also not subject to the limited assurance engagement in accordance with
ISAE 3000 (revised).
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CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Sustainability governance
For TUI Group, sustainability covering all three areas of economic, environmental and social sustainability is
a fundamental management principle and a cornerstone of our strategy for continually enhancing the value
of our company. We firmly believe that sustainable development is critical to long-term economic success.
Together with our many partners around the world, we are actively committed to promoting sustainable
development in the tourism industry.
Disclosures on the TUI Group’s business model
TUI Group is a global integrated tourism group. TUI Group’s business model is outlined in detailed on pages23 ff. and 27 ff. in
accordance with section 315c paragraph 1 in conjunction with section 289c, paragraph 1
HGB.
TUI Group has a governance structure in place that ensures that sustainability issues, along with risks and
opportunities resulting from climate change, are assessed and actioned at all levels. The Executive Board
manages
TUI’s business strategically, it sets the Group’s strategic direction and long-term objectives for
sustainable development and signed off the Group’s Sustainability Agenda. The Sustainability Business
Council, which will convene from financial year 2023 onwards, will drive the integration of sustainability into
all business processes and decisions.
A team of experienced sustainability professionals are working in close collaboration with senior manage-
ment to ensure that
TUI’s business and sustainability focus areas are well aligned. The Group Sustainability
Director heads up the Group Sustainability team, and reports to the Chief Sustainability Officer (
CSO) who
sits on the Group Executive Committee.
The role of our sustainability team is to drive implementation of the Sustainability Agenda across
TUI Group
and along its supply chain. The Group Executive Committee is regularly updated on our performance in
delivering the Sustainability Agenda and tackling other key sustainability issues. Regular meetings are also
held with the Risk Oversight Committee (
ROC) to review sustainability risks.
TUI Sustainability Agenda
Over the past two years, TUI Group’s international sustainability team has focussed on developing TUI’s
Sustainability Agenda. New priorities and strategic directions for
TUI’s future sustainability activities were
drawn up in consultation with internal and external stakeholders, taking account of current challenges, global
scenarios and mechanisms such as the EU Green Deal. Thanks to direct exchange with our stakeholders and
sector industry, we were able to gather expectations and challenges related to sustainability issues, which
GROUP SUSTAINABILITY TEAM
Develops, implements, and embeds the
TUI Sustainability Agenda, with a focus
on the environmental, economic and social
aspects set out in the UN Sustainable
Development Goals.
Sustainability Governance
SUPERVISORY BOARD
Twice yearly updates by the CSO
EXECUTIVE BOARD AND GROUP EXECUTIVE COMMITTEE
Monthly updates by the CSO
SUSTAINABILITY BUSINESS COUNCIL
We will drive the integration of sustainability
into all business processes and decisions.
Hosted by the Chief Sustainability Officer
(CSO) and the Group Sustainability Director
with representatives from the Business areas
and Group functions, as well as external
experts from various fields
and industries. Meetings planned on an
annual basis.
RISK OVERSIGHT COMMITTEE (ROC)
Reviews risks and ensures any changes in
regulation and legislation are taken into
consideration. Regular meetings with the
Group Risk Department. Annual update
to the ROC.
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COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
have been reflected into our sustainability activities. The Supervisory Board, Executive Board, Group Executive
Board and employee representatives were regularly involved in the process of developing the agenda in the
form of individual and group presentations. We also discussed specific topics with organisations and inter-
ested stakeholders. We will continue to encourage this two-way dialog to ensure we maintain our focus on
the most important and relevant topics at hand.
Our Sustainability Agenda builds on tourism as a force for good. Together with our partners we strive to
continue to positively contribute to local communities, reduce our environmental footprint and create more
sustainable holiday choices.
OUR MISSION
“We are mindful of the importance of travel and tourism for many countries in the world and for the people
living there. We partner with these countries and other stakeholders to actively shape a more sustainable
future for tourism”.
TUI’s Sustainability Agenda is the next chapter in TUI’s sustainability journey in the right direction. Our
ambition is to continue to lead the industry and actively shape a more sustainable future for tourism in all
three dimensions of sustainability – social, environmental and economic. We will use our scale and influence
for the sustainable transformation of the tourism industry.
Our Agenda consists of three building blocks to drive the sustainable business transformation, to empower
‘People’ to drive development, reduce
TUI’s environmental footprint on the ‘Planet’ and partner with others
to ‘Progress’ the transformation of our industry. Our three P’s of People, Planet and Progress are supported
by 15 focus areas with key goals, objectives and initiatives. The Agenda is our roadmap to address the key
industry and global challenges we will face in the coming decades, such as climate change. Please see the
table for more details on these three building blocks.
Commitments include achieving net-zero emissions across our operations and supply chain by 2050 at the
latest, setting near-term science-based emission reduction targets, becoming a circular business, enabling
20 million customers a year to make sustainable holiday choices by 2030 and co-creating the sustainable
destination of the future.
The Sustainability Agenda supports and takes action to contribute to the achievement of the United Nations
Sustainable Development Goals (
SDGs) – 17 global goals to fight inequality, end poverty and respect our
planet by 2030. These goals provide a useful framework with which to view the material impact of our
business operations and a benchmark to assess the relevance of our initiatives. The tourism value chain is
closely linked to many different sectors. This enables us to influence progress on many
SDGs, with a special
focus on 13 of them.
TUI Sustainability Agenda
Building
blocks
Empower to drive
development
We will ensure that local
people and communities
benefit from tourism and
the local supply chain.
We will empower a
generation of change-
mak
ers by helping them
acquire the new skills and
knowledge they need
to transform the tourism
industry.
•
Buy local first
•
Community for
changemakers
•
Socially fair
•
Upskilling
•
Support TUI Care
Foundation
•
Emission reduction
roadmaps
•
Green & clean energy
sources
•
Circularity: reduce, reuse,
recycle
•
Water management
•
Biodiversity
•
Destination Co-Lab
Rhodes
•
Empowering consumers
•
Driving certification
•
Green Tech & Data-driven
•
Net-zero travel
accelerator
Reduce our
footprint
We will achieve net-zero
emissions across our
operations and supply
chain by 2050 at the latest.
To protect our planet, we
will change the way we use
natural resources and
become a circular business.
Accelerate the
transformation
Together with our partners
we will co-create the
next generation sustainable
business model for the
tourism industry.
We will enable our
customers to make
sustainable holiday choices
in every stage of the
customer journey.
Focus areas
UN SDGs
PEOPLE PLANET PROGRESS
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COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
People – Empower to drive development
Tourism is the main force for development and prosperity in many parts of the world. It creates employment,
provides education and drives up social and environmental standards. We will ensure that local people and
communities benefit from tourism and the local supply chain. We will empower a generation of changemak
ers
by helping them acquire the new skills and knowledge they need to transform the tourism industry.
CONTRIBUTION TO THE SDGS
TUI SUSTAINABILITY ACADEMY
We want to give our colleagues the knowledge and skills to become sustainability changemakers. One way
we are doing this is through the digital ‘
TUI Sustainability Academy’ learning platform. The first phase was
developed in financial year 2022, which offers knowledge into a wide range of sustainability topics, from
energy and fuels to social impacts and the circular economy. In the future the platform will also be made avail-
able to our partners so that we can support upskilling to drive the sustainable transformation of the industry.
Through the
TUI Sustainability Academy and other tools, we aim to deliver to colleagues 25 k training hours
on sustainability annually by 2025.
SUSTAINABILITY HACKATHON
Our first Sustainability Hackathon took place in March 2022, twelve teams of colleagues from across the
Group worked together to solve a common challenge: How can we change our products to reduce waste and
emissions, to help
TUI move towards a circular business model? Over two days, several hundred ideas came
together– both in the virtual hacking teams and from colleagues who posted their ideas on a collaboration
platform. A panel of judges evaluated the ideas presented by the twelve teams and selected the winners. The
winning ideas are now being worked on for further development and implementation.
GERMAN SUPPLY CHAIN ACT
Protecting human rights and environmental standards across supply chains is the premise of the new
German Supply Chain Act (GSCA) coming into force on the 1 January 2023. For TUI, it applies to our own
business,
TUI suppliers and the wider supply chain, both in Germany as well as across the globe. An internal
GSCA Steering Group has been established to prepare the business to comply with the law. The focus is on
the development and implementation of risk analysis, training, preventative and corrective measures and
policies. This builds on the work
TUI already does to protect human rights and the environment and helps
prepare for the upcoming
EU Due Diligence Directive.
RESPECTING HUMAN RIGHTS
TUI Group is committed to all internationally proclaimed human rights as specified in the International Bill
of Human Rights and expects the same of our suppliers and business partners, in accordance with applicable
laws, conventions and regulations.
We have a number of policies and initiatives in place to monitor, identify, mitigate and prevent human rights
impacts in line with the
UN Guiding Principles on Business and Human Rights, and we will take remedial
action where necessary.
•
TUI is a signatory to the UN Global Compact, covering human rights, labour, environment and anticorruption.
• TUI is a signatory to the UN World Tourism Organisation’s (UNWTO) Global Code of Ethics.
• Our Global Employment Statement focusses on fair and respectful treatment of employees at all levels
and compliance with applicable law and industry standards.
• Our Employee Code of Conduct, the ‘Integrity Passport’, commits us to respect and observe human
rights. Colleagues are encouraged to report any wrongdoing to the ’Speak Up’ Line.
• Our Supplier Code of Conduct sets out the minimum standards we expect from suppliers, covering human
rights and labour laws, bribery and corruption, environmental impacts and support for local communities.
•
We have incorporated environmental and social requirements into contracts for our accommodation
suppliers as well as other areas of procurement.
•
We require our hotel suppliers to implement credible sustainability certifications recognised by the Glob
al
Sustainable Tourism Council (
GSTC) which include standards on human rights, child protection and social
welfare in the tourism industry. We are now also applying the GSTC Criteria to our TUI Collection experiences.
• Our internal Child Protection Guidelines includes information for our colleagues on issues surrounding
‘voluntourism’.
•
TUI Group publishes an annual Modern Slavery Statement outlining the steps taken to prevent modern
slavery and human trafficking from occurring in its business and supply chain.
• Our Human rights and child protection e-learning modules continue to be rolled out across the different
businesses. Airline crews in the UK, Nordics and Germany receive Vulnerable Children & Trafficking
Training during their inductions, where they learn about how to spot trafficking and what to do. The
Human Rights and Child Protection modules are mandatory to be completed bi-annually by all colleagues
in
TUI Musement. We are working on rolling these out also across the remaining business areas.
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COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
CHARITY AND GOOD CAUSES
Investments into projects and good causes
€ million 2022 2021
Var. %
Amount raised for charities / good causes
6.8 2.3 + 195.7
Our business, colleagues and customers raised € 6.8 m in financial year 2022, an increase of 196 % due to the
recovery of the business from the impact of the
COVID-19 pandemic.
SUPPORTING THE TUI CARE FOUNDATION
One of the ways we make a positive difference in destinations is through our corporate foundation, the TUI
Care Foundation, which uses the positive power of tourism to improve the lives of young people, care for the
natural world and help local communities thrive. Founded in 2016 as an independent foundation, the
TUI
Care Foundation builds projects like education and training that use tourism as a force for good and open
up new perspectives in particular for young people in the holiday destinations.
With over 30 projects in 25 countries, the
TUI Care Foundation focuses on the unique needs of a destination.
Examples of projects include marine conservation in Bali and Mallorca, vocational training for disadvantaged
young people at the
TUI Academies in the Dominican Republic and Sri Lanka, and tackling plastic waste in
Cyprus and Zanzibar.
During 2022, the
TUI Care Foundation won six global awards for its work around the world:
• The
TUI Care Foundation’s COVID-19 Relief Initiatives were awarded:
• Gold Award by
WTM Africa, in the category ‘Destinations Building Back Better Post-COVID’
• Gold Award by
WTM Latin America in the category ‘Increased local economic benefit’
• Silver by
WTM Africa, in the category ‘Virtual Volunteering’
• Global Responsible Tourism Silver Award by
WTM London in the category of ‘Sustaining Employees and
Communities through the Pandemic’
• The
TUI Junior Academy in Curaçao was awarded a National Energy Globe Award for sustainable teaching
practices
• A Barcelona Sustainable Tourism Award was presented by the consortium Turisme de Barcelona recog-
nising the
TUI Care Foundation’s best sustainability practices
More on TUI Care Foundation: www.tuicarefoundation.com
Planet – Reduce our footprint
CONTRIBUTION TO THE SDGS
We are working to reduce the environmental footprint of holidays and drive-up environmental standards in
our industry. We will achieve net-zero emissions across our operations and supply chain by 2050 at the latest
and significantly reduce our environmental footprint in the areas of water, energy and waste. To protect our
planet, we will change the way we use natural resources and become a circular business.
CLIMATE COMMITMENTS
Climate change is a pressing global challenge. There is an urgency to act and for everyone to play a role in
the transition to a low carbon economy. We have been working for 30 years to reduce our environmental
impacts. In this next phase of our sustainability journey, we wanted to be led by science.
In 2022,
TUI joined the Science Based Targets initiative (SBTi), committing to implement emission reductions
in line with the latest climate science. Emissions from
TUI’s airline, cruises and hotel segments represent
99 % of the Group’s own emissions. Detailed emission reduction roadmaps have been developed for each of
these three segments to realise significant reductions in emissions.
Our 2030 emission reduction targets for airlines, cruises and hotels are with
SBTi for final approval.
SBTi is a global body enabling businesses to set ambitious emissions reductions targets in line with the
Paris Agreement goals in order to limit the worst effects of climate change. The initiative is a collaboration
between the Carbon Disclosure Project (CDP), the United Nations Global Compact, World Resources
Institute (WRI) and the World Wide Fund for Nature (WWF).
OUR FOOTPRINT TODAY
In financial year 2022, TUI Group’s total emissions increased by 168.6 % year-on-year in absolute terms as a
result of the recovery of the business from the impact of the
COVID-19 pandemic, in particular the increase
from aviation operations.
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27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Carbon dioxide emissions (CO
2
)
tons 2022 2021
Var. %
Airlines & Aviation
1
4,331,628 1,317,865 + 228.7
Cruises 762,942 391,475 + 94.9
Hotels 542,994 362,474 + 49.8
Major premises / shops 14,251 15,949 – 10.6
Ground transport 13,144 5,440 + 141.6
Scope 3 (indirect emissions from TUI’s value chain)
2
33,199 27,911 + 18.9
Tot al 5,698,158 2,121,114 + 168.6
1
Emissions from airlines and aviation include those from TUI airlines as well as other airlines that TUI Group currently holds a share in.
2
With reference to the Greenhouse Gas Protocol, TUI Group currently includes Scope 3 emissions occurring from the production
of office paper and printed brochures, the supply and treatment of fresh water used in our hotels, employee business travel by air
on 3rd party airlines, and the transmission and distribution of electricity across our hotels, offices and retail estate. TUI Group
acknowledges this is not a full and complete Scope 3 assessment and will work in future to expand Scope 3 data collection and reporting.
Energy usage by business area
MWh 2022 2021
Var. %
Airlines & Aviation
*
17,655,179 5,371,454 + 228.7
Cruises 2,962,423 1,518,886 + 95.0
Hotels 1,599,057 1,021,997 + 56.5
Major premises / shops 60,036 60,766 – 1.2
Ground transport 55,311 23,314 + 137.2
Tot al 22,332,006 7,996,417 + 179.3
* Emissions from airlines and aviation include those from TUI airlines as well as other airlines that TUI Group currently holds a share in.
MORE EFFICIENT FLYING
We already operate one of Europe’s most carbon-efficient airlines and we aim to continuously improve our
environmental performance. Our 2030 airline emission reduction targets have been submitted to
SBTi for
validation. Within our emission reduction roadmap for aviation, the following levers are key; continued invest-
ment in modern carbon-efficient aircraft, efficiency through operational measures as well as investment in
sustainable aviation fuel (
SAF).
TUI Group has invested in cutting edge aviation technology to reduce emissions, such as the Boeing 787 and
Boeing 737 Max aircraft. On average the planes are 20 % and 16 % more fuel-efficient (787 and 737 Max)
than the aircraft they replace in the
TUI Airline fleet. The Boeing 737 Max also has a 40 % smaller noise
footprint than previous generation aircraft. In 2022, we operated with 19 Boeing 787 aircraft and the Boeing
737 Max fleet grew from 25 to 35 aircraft during the financial year.
After the end of the reporting period a new aviation investment was announced in October 2022, with the
Embraer E195-E2, the quietest and most efficient aircraft under 150 seats, to join the
TUI fly Belgium fleet.
The aircraft will operate on short and medium haul routes and is 50 % quieter and emits up to a third less
carbon dioxide.
Environmental management systems and operational measures are key to implementing sustainability and
further enhancing carbon efficiency. All TUI airlines held the internationally recognised ISO 14001:2015
standard in financial year 2022. Here are some examples of operational measures we implement to improve
efficiency:
•
Flight operations, e. g. single-engine taxing in and out, wind uplinks and optimised climb speeds and pro
files
• Weight reduction, e. g. carbon brakes and Fly Away Kit (spare parts and kit)
• Flight planning optimisation, e. g. alternate distance and minimum fuel programme
• Fuel management system to improve fuel analysis, identify further opportunities and track savings
Sustainable aviation fuels (
SAF) play a crucial role in reducing emissions in aviation. SAF is a key part of our
2030 emissions reduction roadmap to further improve airline carbon efficiency. TUI is involved with a
number
of partners to secure the supply of SAF. At the beginning of current financial year in October 2022,
a Memorandum of Understanding was signed with Spanish energy company
CEPSA and more will follow. The
CEPSA partnership will focus on SAF fuels made from materials such as used cooking oils, non-food animal
waste or biodegradable waste from various industries, and will make it possible to reduce aircraft emissions
by up to 80 % compared to conventional kerosene.
In 2022, relative carbon emissions across our airlines decreased by 18.5 %. This improvement was largely a
result of significantly improved load factors compared to 2021, as well as
TUI’s on-going re-fleeting with
older aircraft being replaced by new, more carbon-efficient aircraft.
84
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI Airlines– Fuel consumption and CO
2
emissions
2022 2021 Var. %
Specific fuel consumption l / 100 rpk
*
2.52 3.10 – 18.7
Carbon dioxide (CO
2
)– total t 4,053,745 1,300,942 + 211.6
Carbon dioxide (CO
2
)– specific kg / 100 rpk
*
6.36 7.80 – 18.5
* rpk = revenue passenger kilometer.
The emissions in the following table are also shown in the form of CO
2
equivalents (CO
2
e). Apart from carbon
dioxide (
COS
2
), they include the other five greenhouse gases impacting the climate as listed in the Kyoto
Protocol: methane (
CH
4
), nitrous oxide (N
2
O), hydro-fluorocarbons (HFCs), perfluorocarbons (PFCs) and
Sulphur hexafluoride (
SF
6
).
TUI Airlines– Carbon intensity
g CO
2
/ rpk
*
2022 2021 Var. % g CO
2
e / rpk
*
TUI Airline fleet 63.6 78.0 – 18.5 64.3
TUI Airways 62.2 83.3 – 25.2 62.9
TUI fly Belgium 70.7 82.8 – 14.5 71.5
TUI fly Germany 64.4 75.8 – 15.0 65.0
TUI fly Netherlands 59.8 70.3 – 15.0 60.4
TUI fly Nordic 66.4 69.7 – 4.8 67.1
* rpk = revenue passenger kilometer.
We commissioned Verifavia to provide assurance on the carbon intensity metrics for 2022 as displayed in the table ‘TUI Airlines – Carbon
Intensity’ above. To read our airline carbon data methodology document and the assurance report in full, please visit www.tuigroup.com/
en-en/responsibility/sustainability/reporting-downloads
MORE SUSTAINABLE CRUISING
We continue to focus on lowering emissions across our cruise operations, making progress through investing
in the latest technology to reduce air emissions, as well as operational efficiencies. Comprehensive emission
reduction roadmaps have been developed along with our 2030 targets submitted to
SBTi for validation,
covering TUI Cruises, Hapag-Lloyd Cruises and Marella Cruises. Key levers include continued investment
in fleet modernisation and efficiency measures, with a focus on shore power, route optimisation, energy
efficiency boost and propulsion / alternative fuel switch.
TUI Cruises with its brands Mein Schiff and Hapag-Lloyd Cruises continues to operate a modern and tech-
nologically advanced fleet. The newbuild ships in the fleet include the latest technologies to minimise fuel
consumption. A smart energy management system, efficient air conditioning, innovative lighting controls and
the use of exhaust heat from the engines all contribute to a significantly reduced carbon footprint compared
to
other vessels not equipped with these technologies. Furthermore, six of twelve
TUI Cruises ships are already
equipped with a shore power connection that enables the vessels to use green onshore power where available
for a nearly emission-free port stay. The whole fleet will be shore power ready within the next few years.
On the newbuild Mein Schiff vessels, sulphur emissions and nitrogen emissions are reduced significantly
thanks to comprehensive exhaust gas treatment systems installed on all new ships. These advanced emission
purification systems are operated beyond regulatory requirements – for example not only in the designated
special emission control areas of the North and Baltic Seas, the English Channel and North America but also
in the other areas that Mein Schiff travels to, such as the Mediterranean, Orient, Caribbean and Central
America.
The Mein Schiff fleet is also setting another milestone for sustainable growth. The production of Mein Schiff7
is underway in the Meyer Turku shipyard in Finland. The focus is on setting high environmental standards by
optimising the design regarding energy efficiency and technologies to improve sustainability. The ship will be
built so it is prepared to be fuelled with green methanol in the future. It will enter service in 2024. This is an
important milestone in
TUI Cruises efforts to provide the first climate-neutral cruise by 2030.
Hapag-Lloyd Cruises ships exclusively use 0.1 % low-sulphur marine gas oil. This reduces the sulphur emissions
of Hapag-Lloyd Cruises’ fleet by up to 80 % and reduces particulates by up to 30 %. All Hapag-Lloyd Cruises
ships have the
TBT-free underwater coatings, seawater desalination systems for freshwater production as
well as a biological sewage treatment system for wastewater. Waste is separated on board in an environmental
manner prior to disposal on land by specialised companies in accordance with international regulations
(MARPOL).
Hapag-Lloyd Cruises’ Hanseatic Nature, Hanseatic Inspiration and Hanseatic Spirit are also equipped with
modern environmental technologies. The optimisation of the hull and the use of a rudder with special
propeller contribute to a reduction in fuel consumption.
TUI Marella continues to focus on sustainability and several measures have been taken to improve efficiency.
For example, refurbishing the main dining rooms to remove halogen lights and replace them with LED
fixtures, upgrading to more modern and efficient galley equipment and air conditioning systems, and applying
the latest generation hull coatings to Marella Discovery and Marella Explorer to decrease drag in the water
resulting in reduced fuel consumption.
In financial year 2022, relative carbon emissions in Cruises decreased by 44.9 % due to significantly higher
occupancy levels following the impact of the pandemic in 2021. Per cruise passenger night 10.6 litres of waste
were measured – a 55.3 % decrease – and 37 litres of fresh water consumed, a decrease of 58.7 % due to
both the improved occupancy and less bunkering of fresh water.
85
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Cruises– carbon intensity, fresh water and waste
2022 2021
Var. %
Carbon dioxide (CO
2
)– relative, kg / Cruise passenger night
132 240 – 44.9
Fresh water– relative, l / Cruise passenger night 37 89 – 58.7
Total water – l / Cruise passenger night 321 673 – 52.4
Waste– relative, l / Cruise passenger night 10.6 23.7 – 55.3
ENVIRONMENTAL EFFICIENCY ACROSS HOTELS
Our hotels and hotel partners continue to focus on and drive the sustainability transformation across their
operations. Each hotel plays a key role in managing impacts on the local community, economy and the environ-
ment. In support of our priority to reduce emissions, we have developed comprehensive emission reduction
roadmaps and 2030 targets for the hotel segment of our business. These targets are science-based and
currently with
SBTi for validation.
Our hotel portfolio continues to grow and many of our hotels are using the latest green technology to improve
their sustainability performance. The production of renewable energy from solar and wind is a key lever in our
emission reduction roadmaps for hotels, as is efficiency measures achieved through hotel refurbishments
and newbuild standards.
Sustainability is embedded in contract clauses with our accommodation suppliers outlining minimum expec-
tations and the requirement to work towards credible sustainability certification recognised by the Global
Sustainable Tourism Council.
TUI supports its hotel partners by providing guidance and tips on preparing for
certification. A community platform has also been set up to inform and share about relevant sustainability
topics and developments. See the Progress section for more information on both of these initiatives.
To celebrate innovative sustainability practices, our TUI Global Hotel Awards includes a sustainability category.
The 2022 winners were Hotel Riu Festival and Hotel Riu San Francisco in Majorca for their role in supporting
a pioneering sustainable food and recycling project. The hotels are part of an alliance of hotels in Majorca
working with the municipal waste company and a local producer. Sensors are installed at the hotels to monitor
organic waste, which is then converted into valuable compost. The local producer then uses the compost for
growing fruit and vegetables, which are then sold to the hotels and enjoyed by their guests.
Our hotels have seen significant improvements in performance regarding emissions, water consumption and
waste production. This is a result of continued efforts to improve environmental performance, along with
higher customer numbers and occupancy levels returning since the pandemic.
Hotels– carbon intensity, water
*
and waste
2022 2021
Var. %
Carbon dioxide (CO
2
)– relative, kg CO
2
/ guest night 10.1 13.4 – 24.6
Fresh water – l / guest night 494 644 – 23.2
Total water– relative, l / guest night 652 854 – 23.7
Waste– relative, kg / guest night
1.9 2.2 – 16.8
* Includes water for domestic, pool and irrigation purposes.
CIRCULARITY: REDUCE, REUSE AND RECYCLE
One of our core ‘Planet’ goals is to work towards a circular business model. The Circular Economy is a way
to think about how we reduce, reuse, recycle and redesign products and services. The aim is to keep resources
and materials in the life cycle for as long as possible and stop waste from being produced in the first place.
TUI has a set of Circular Economy Commitments focussed on changing the way we operate and use resources.
This will involve all areas of our business model, but we are initially focussing on food waste, plastic waste
and our procurement processes.
TUI will work with suppliers to have all relevant information about their
sustainability performance so we can track and measure progress. To support our circular business work, we
are members of the Sustainable Transformation Group on Circular Economy, coordinated by the Antwerp
Management School and part of the Ellen MacArthur Foundation community.
At
TUI we have been working hard for many years to reduce plastic use across the business and find alter-
natives.
TUI Group is part of the Global Tourism Plastic Initiative and signed up to its commitments. UNWTO
and
UNEP are leading the implementation of the initiative in cooperation with the Ellen MacArthur Founda-
tion and with the support of an advisory group, of which
TUI Group is a member. As part of this initiative, we
commit to eliminating problematic and unnecessary plastic packaging and items where possible by 2025.
PROTECTION OF BIODIVERSITY
We support the WTTC’s ‘Nature positive vision for travel and tourism’ and we will take a nature positive
approach to halt and reverse biodiversity loss by 2030. We will invest in the protection and restoration of
nature in destinations. In addition to our existing focus on animal welfare in our supply chain, we also want
to place further emphasis on biodiversity in the future.
86
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
We have improved, updated and resumed TUI’s animal welfare audit process, having adapted them to the
latest version of the
ABTA guidelines (Global Animal Welfare Guidance for Animals in Tourism) and to the
digital transformation of the company. Since 2016 more than 237 independent audits of animal attractions
featured by
TUI were conducted, as well as 140 online self-assessments. Wherever possible we prefer to
work with suppliers to deliver improvement plans, however a number of venues were taken out of the
programme for not meeting the required standards.
TUI has partnered with SPANA, a leading global charity in animal welfare for working animals and community
development. The charity improves the welfare of working animals in three ways: free veterinary treatment,
education and training, and emergency and outreach projects. The focus of the partnership is working animals
(horses, camels, donkeys) in Morocco.
Progress – Accelerate the transformation
CONTRIBUTION TO THE SDGS
We aim to use our scale to increase the positive social and environmental impact of every holiday experience
we offer. We strive to become sustainability leaders in all that we do. Together with our partners we will
co-create the next generation sustainable business model for the tourism industry. We will enable our
customers to make sustainable holiday choices in every stage of the customer journey. By 2030 we will
significantly increase more sustainable holiday choices through “Green & Fair” products and services with
the aim of havingto have 20 million customers per year choosing a “Green & Fair” hotel or excursion, which
meet the strict criteria of the Global Sustainable Tourism Council.
DESTINATION CO-LAB
In early 2022, TUI Group, TUI Care Foundation and the government of the Region of the Southern Aegean
launched a five-year project called ‘Destination Co-Lab Rhodes’. Together with our partners we aim to
co-create the next generation sustainable business model for the tourism industry on Rhodes.
The three strategic pillars are ‘Regenerate the natural environment’, ‘Strengthen social development and
cultural heritage’, and ‘Foster inclusive economic development in the tourism business model’. As part of the
Co-Lab, the local tourism industry and international partners want to work together to find and develop
concrete solutions and implement them on Rhodes.
DRIVING CERTIFICATION
TUI is driving up social and environmental standards through certification. Our hotels and hotel partners are
expected to achieve a sustainability certification from an independent organisation. This process involves a
third-party assessment to certify that the hotel complies with the Global Sustainable Tourism Council
(
GSTC) Criteria, demonstrating social and environmental good practice. The GSTC Criteria is the established
global standard for sustainable tourism and is organised around four main themes: effective sustainability
planning, maximising social and economic benefits for the local community, enhancing cultural heritage, and
reducing negative impacts to the environment.
In financial year 2022 we had 7.9 m customers staying in a hotel
1
certified to a GSTC-recognised labelstand-
ard, compared to 2.8 m in 2021. The number of contracted certified hotels
2
has increased year-on-year by
78.7 % to 1,126 hotels. This increase was due to many of our key hotel partners finally being able to act on
their longstanding commitment to sustainability certification. Many certifications lapsed during the previous
financial year due to the disruption caused by the
COVID-19 pandemic. This was either due to hotels being
closed, the operational pressures of reopening, or auditors being unable to visit destinations due to travel
restrictions. The impact of this disruption has significantly reduced this year, meaning our hotel partners
were able to renew their certification and we are able to report a growth in numbers.
Sustainability has also been embedded into our experiences portfolio. In financial year 2022 we applied the
GSTC Criteria of the Global Sustainable Tourism Council to individual tours and activities in order to assess
their sustainability performance, the first tourism company in the world to do so. 180
TUI Collection experi-
ences have gone through this comprehensive process to meet global sustainability standards in destinations
such as mainland Spain, Mallorca, the Canaries, Turkey and the Dominican Republic. By 2023,
TUI aims for
all
TUI Collection experiences to meet global sustainability standards. TUI Collection is our own-branded
portfolio of experiences available in over 100 destinations.
1
These hotels include both TUI Hotels & Resorts (in FY 2022, there were 353 TUI Hotels & Resorts) and hotels TUI Group has a contract
with that are certified to a Global Sustainable Tourism Council (GSTC) recognised standard.
2
These hotels include hotels TUI Group has a contract with, that are certified to a GSTC-recognized standard and had a minimum of
100 TUI customers in FY 2022. TUI Hotels & Resorts that do not have a contract with TUI Group are excluded from this figure.
87
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Progress performance
2022 2021
Var. %
Number of customers (millions) staying at hotels
with certifications
1
7.9 2.8 + 180.2
Number of contracted hotels with certifications
2
1,126 630 + 78.7
% of TUI hotels with certifications (variance in % points) 61 51
3
+ 10
Number of certified TUI Collection excursions
4
180 – n. a.
1
These hotels include both TUI Hotels & Resorts (in FY 2022, there were 353 TUI Hotels & Resorts) and hotels TUI Group has a contract
with that are certified to a Global Sustainable Tourism Council (GSTC) recognised standard.
2
These hotels include hotels TUI Group has a contract with, that are certified to a GSTC-recognized standard and had a minimum of
100 TUI customers in FY 2022. TUI Hotels & Resorts that do not have a contract with TUI Group are excluded from this figure.
3
Previous year’s number adjusted due to different calculation method.
4
Certified to a GSTC-recognised standard, certification process only began in January 2022.
CO-CREATING WITH PARTNERS
TUIPartners.com has been developed to provide one easily accessible place for our numerous partners
(accommodation, tours, activities and transport providers) to find the latest news, information and guidance
on sustainability, health & safety, security and more. We use the Sustainability section as a platform for
sharing knowledge, experiences and upskilling on different sustainability topics such as how to achieve
sustainability certifications.
EMPOWERING CONSUMERS
We want to enable consumers to make more sustainable holiday choices. As well as embedding sustainability
into our brand and creating a sustainability marketing toolkit for our businesses, we have developed a label
to make it easier for customers to find and book more sustainable products and services. The ‘Green & Fair’
label has been launched in financial year 2022 on our experiences selling website, to help consumers identify
those tours and activities that meet the GSTC Criteria. In financial year 2023 this label will be rolled out to
hotels.
Our people
CONTRIBUTION TO THE SDGS
PEOPLE STRATEGY
With their competence and commitment, our employees made a key contribution to TUI’s successful restart.
The challenging interplay between our transformation to a digital platform company, the impact of the
COVID-19 pandemic and a volatile labour market have substantially altered expectations about the way we
work and how we interact with present and future employees. The world of work is undergoing structural
change and is characterised by digitalisation and an ever-faster pace. The introduction of new models of
work are facilitating hybrid work in regards to working place and time with the help of digital solutions and
policies. This changes the way we work together and leads to new requirements in the communication
between managers and their teams. In the wake of our transformation the required skill-set and know-how
of our employees is shifted towards the digital field. At the same time, the expectations of our employees
and future talents are continually changing. People expect greater flexibility and additional benefits from
their employers. Simultaneously, diversity, the experience of belonging and the increased wellbeing become
ever-more relevant factors for our employees.
TUI has to respond to these expectations in order to secure
talent acquisition in a challenging environment, especially in the
IT sector. Against the backdrop of this over-
all framework, we have developed a new People Strategy with Sybille Reiss, Chief People Officer and Labour
Director. The strategy adopts a holistic approach aimed at both our people function, which includes our
HR teams, as well as our employees. It puts people first.
The goal of our People Strategy is reflected in our vision to be Digital, Engaging and Inclusive.
• Digital: We use digital tools in order to enable our people to work smarter, unlock innovation and drive
efficiency. Access to data helps our People Teams to better understand our customers– our employees–
and to enable productive changes.
• Engaging: We invest in developing teams and confident leaders. By empowering performance, we enrich
the lives of our team and succeed as a business. We recognise achievements and encourage continuous
learning, allowing people to shine, individually and together. We are proud to be
TUI.
• Inclusive: Every voice matters at
TUI. That is why we aim to break down barriers, listen to each individual,
and care for their wellbeing. This means we personalise our approach to be all-inclusive, embracing diversity
and bringing global and local teams together.
88
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Our People Strategy focuses on strengthening our business and the experience of existing and future
employees. In order to implement our strategy, we have adopted a mission defining our relevant areas of
action. With this approach we want to create a framework to empower our employees to deliver their best
performance and be successful as one team.
SIMPLIFICATION, HARMONISATION, FOCUS
A crucial factor in implementing our global People Strategy is that it centres on our core topics and processes.
All the activities we deliver must be aligned to the principles of simplification, harmonisation and focus.
Processes are being harmonised and standardised globally to create synergies and avoid duplication. Local
adjustments are only effected if and as required or where this creates additional value. Examples effective
from financial year 2022 include the far-reaching harmonisation of our recruitment processes across markets
and platforms, reducing them to two master processes. These were ultimately be transferred to our HR
system, enabling us to enhance our recruitment efficiency.
We have also realigned our HR structure to match that principle. An organisation with Group-related and
local Centres of Expertise (CoE) is being transformed into a global CoE structure with local representatives.
In addition to the existing global
HR Business Partner and HR Services structures, global CoEs are now being
established in the fields of Reward,
HR Systems & People Analytics, Talent Acquisition and Talent Manage-
ment & Development. Implementation was launched in financial year 2022 and the project is scheduled for
completion in the first half of financial year 2023.
Progressive simplification, harmonisation and focus are supported by the ongoing development of our
HR
systems landscape in the wake of our digital transformation.
DIGITAL TRANSFORMATION
Our goal is to increase the efficiency of our work and to promote the acceptance of digital systems. The
priorities here are a data-centric alignment and the incorporation of high-quality data into our decision-making
processes.
A key project was the further implementation of our single
HR Core System in TUI People. The functions of
the system include
HR master data administration and the mapping of HR processes. Following the COVID-19
pandemic, the roll-out of the system continued in the TUI Musement segment in financial year 2022. Germany
saw the launch in financial year 2022.
Another key area was the use of existing and the introduction of new functions in our
HR IT platform TUI
People. This is demonstrated, inter alia, by the launch of the processes for
TUI WORKWIDE and the contin-
ued roll-out of a compensation module within our
HR IT platform in the UK, the Nordics, Belgium and the
Netherlands.
Within TUI People, our desktop assistant offers our employees real-time step-by-step instructions for handling
system functions. This helps to speed up the implementation of new processes, as our employees can set
them up directly with the support of the assistant. The application also provides 1st level support in the
event of any questions. The desktop assistant was further expanded in financial year 2022 and supports a
large number of digital processes. The expansion included content in the fields of recruiting, learning as well
as our
HR Core System.
Developments in financial year 2022 also featured the launch of
TUI eSafe in several companies in Germany.
This is an electronic safe for employees to which we digitally send documents such as their payroll slip. The
eSafe will be a sustainable, time-saving application offering employees safe and permanent access to their
documents. In future, employees will receive all documents in their TUI eSafe, where legally permitted. Roll-out
of the application will continue in Germany next year. It will subsequently be rolled out on a global level.
People Strategy: areas of action
Positive
Employee
Experience
Diversity,
Equity &
Inclusion
Enable
Best
Performance
Simplification,
Harmonisation &
Focus
Digital
Transformation
Enable
Growth
89
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Our priorities for the new financial year are the continued implementation of our single HR Core System and
the expansion of our reporting, analytics and dashboard functionalities, based on the introduction of a central
HR Business Warehouse. The project was designed in financial year 2022 and its implementation has now
been initiated.
ENABLE GROWTH
In order to retain our employees and recruit new people in a challenging labour market, we are pursuing a
multi-layered recruitment approach including internal training programmes as well as external recruiting.
Talent acquisition is implemented by a global team positioning
TUI as an employer of choice in the relevant
markets and among key target groups. Our career sites achieved almost 1.5 million visits in the period under
review, and we received more than 295,000 applications.
In financial year 2023, we will roll out a new employer branding strategy for
TUI. In the period under review
the foundation was created with the identification of
TUI’s core strengths and USPs as an employer thanks
to in-house and external surveys as well as labour market analyses. The new employer branding strategy is
designed to have a positive impact on perceptions of
TUI in the labour market, on the experiences of our
talents in the application process and on employee satisfaction. The core of the strategy is our Employer
Value Proposition. It describes the unique benefits of
TUI as an employer. The communication campaign
launched in support of the strategy aims to generate positive general interest in working at
TUI. In addition,
it targets specific groups relevant to the success of our company in order to recruit and retain them. The
campaign, scheduled to be rolled out from January 2023, is founded on authentic insights into working at
TUI from our employees’ perspective.
A new platform has been incorporated into our career website in order to enhance job applicants’ perception
of the company. It creates touchpoints between external talents and
TUI employees. It offers applicants the
opportunity to address questions directly to selected employees so as to liaise with the company. In a pilot
project launched in March 2022 in
IT and parts of TUI Musement, 97 % of the talents assessed the new
platform as useful. It is scheduled for further roll-out from November 2022.
Moreover, a special pre-boarding platform was developed and made available from the end of financial year
2022 as part of
TUI People. It enables new employees to obtain insights into TUI and its ways of working
before they officially start their job. The platform offers a welter of useful information about working at
TUI
and also serves as a central touchpoint for new employees. It helps helps us to create an open, welcoming
culture and a sense of belonging to
TUI right from the start.
POSITIVE EMPLOYEE EXPERIENCE
We want to create an environment in which people like to work. With the launch of the TUI Way of Working
in the prior financial year, we created the key conditions to achieve that goal. The
TUI Way of Working is our
joint vision for the future of work at
TUI and how to organise it globally and adjust it to local needs. We are
seeking to create a culture of trust that inspires a sense of belonging in employees regardless of where they
work, offering flexibility and promoting efficient work. The core statement of that vision is: work is what we
do, not where we go.
TUI WORKWIDE was created in that spirit in August 2021. It is an innovative programme enabling people to
work from virtually anywhere in the world for up to 30 days per year. Flexibility in terms of place and time is
important for
TUI as we firmly believe it promotes productivity and innovation. Since the launch of TUI
WORKWIDE, our employees have applied for more than 10,000 days working from a different country. Of this
total, almost 9,000 days had been taken up by the end of the financial year. In total, 847 employees had
requested an average of 8.5 days within the framework of
TUI WORKWIDE by the end of financial year 2022.
In order to further identify and understand the needs of our employees, we carried out the TUIgether
light
survey in summer 2022 after the survey had been suspended for three years. The goal of the survey
was to capture sentiment across the entire organisation. It achieved a return rate of 48 % (15,820 out of
32,720 potential respondents). The result reports were prepared at the level of businesses and functions.
The statement “I would recommend
TUI as a great place to work” received a positive rating from 54 % of
participants and will be a key element in the future measurement of people’s engagement. The other
questions related to Strategy & Vision, Personal Development and
TUI as an Employer. Unlike in past
surveys, a first step was taken towards measuring diversity, equity and inclusion. The statement “I feel
comfortable being myself at work” had one of the most positive scores in all TUI Group businesses, with a
total of 76 % agreement from participants. The follow-up process, once the survey has been implemented
and the results evaluated, has added two new actions since 2019. Firstly, a new level of transparency was
achieved by publishing multiple survey result reports from different levels of the business on the Smile
intranet. Secondly, a hackathon on “TUI as a great place to work – Improving the Employee Experience” was
planned for the end
of October 2022. Voluntary participants from the entire group were invited to register for
the two-day virtual
event and work together in small groups to develop ideas for improvements based on the
results of the survey and their employee experience.
In parallel, we continued updating the new Employee Listening strategy in financial year 2022. Our goal is to
listen to our employees more regularly, measuring their engagement and growing it in a sustained manner.
The new
TUIgether+ survey approach launched in cooperation with a new service provider will facilitate a
holistic approach to measuring and enhancing the employee experience. We will focus on three different
survey types, each tailored to the specific needs of different groups of participants. Apart from global surveys
relating to engagement and other strategic topics, we will also measure key moments in each employee’s life
cycle and use business insight surveys to obtain their feedback on certain topics such as transformation.
Executives receive feedback on a regular basis to help them plan measures at all levels. Real-time surveys
and more regular feedback will enable us to respond swiftly to emerging trends. In the next few years, the
new survey landscape will be developed and defined further, resulting in a structured routine with regular
findings.
90
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
DIVERSITY, EQUITY & INCLUSION
Our goal is to be “all-inclusive” in terms of our employees and our culture at work. We aim to support and
promote the wellbeing and resilience of our employees. We want them to feel accepted and appreciated to be
healthy and motivated in delivering their best performance. This includes accepting and leveraging diversity.
A number of measures were carried out again in the period under review. We implemented several training
programmes on “Unconscious bias” and other diversity-related topics. Diversity-related content was shared
on the intranet, in the
TUI Learning Lounge and in the leadership programmes. TUI took part in in-house and
external events on diversity, e. g. as a sponsor at the Maspalomas Pride event in Gran Canaria. We once again
organised Wellbeing Days, where our employees were able to obtain a range of information on the theme
with, for example, talks on healthy eating and tips for working from home. Throughout the year, we also took
part in various key events and special dates, e. g. International Women’s Day and Pride Month.
We have also entered into external partnerships, e. g. with Women in Data (
WID), in order to increase the
attractiveness of Data Science for women and diverse professionals.
TUI is also part of the Black Rep-
resentation in Marketing (BRiM) initiative with several other companies. In addition, we support the diversity
of internal employee networks with different interests, e. g. LGBTQI+, Religion or Diversity, Equity & Inclusion.
Our internal and external partnerships help us set the right priorities in this area.
With
TUI’s Global Employment Statement and as a signatory to the UN Global Compact, we have made a
clear commitment: We do not accept any discrimination based on nationality or ethnicity, sex, gender identity,
sexual orientation, marital status, religion, world view, disability, age or social origin. Decisions about hiring,
salary, benefits, training opportunities, work assignments, advancement, discipline and termination must be
based solely on objective grounds.
In financial year 2022, various diversity-related indicators were monitored. The proportion of women in the
overall headcount rose year-on-year to 55.7 %. The share of women in leadership positions was increased
compared to prior years. Especially the female proportion in senior leadership teams was raised by two
percentage points.
29
29
17
40
35
30
25
20
15
TUI Group Proportion of Women in Leadership 2018 – 2022 in%
Proportion of Women in Management Senior Leadership Team Executive Board
202220212019 20202018
25
27
27
26
35
28
17
29
33
36
29
33
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CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Proportion of women in managerial positions
in % 30 Sep 2022 30 Sep 2021 Target 2023
TUIAG
Supervisory Board 45 40 30
Executive Board 1 woman 1 woman at least
1woman
First management level below Executive Board 21 24 25
Second management level below Executive Board 24 24 30
TUI Deutschland
Supervisory Board 33 33 30
Executive Board 33 25 25
First management level below Executive Board 35 22 30
Second management level below Executive Board 43 44 40
TUI fly
Supervisory Board 25 25 30
Executive Board 0 0 20
First management level below Executive Board 0 20 30
Second management level below Executive Board 41 47 40
For Germany (TUIAG, TUI Deutschland, TUI fly), voluntary targets were defined in 2020 for the period until
2023, in accordance with the statutory requirements of the German Stock Corporation Act and the Act on
Limited Liability Companies. In the period under review, the first of these targets for 2023 were already
achieved.
See declaration in the Corporate Governance Report on page121.
12,731
(
11,253
)
OTHER
EUROPE
7,060
(
7,592
)
9,826
(
7,898
)
SPAIN
NORTH AND
SOUTH AMERICA
4,759
(
3,853
)
16,252
(
10,938
)
OTHER
REGIONS
10,463
(
9,050
)
GREAT BRITAIN
GERMANY
Personnel by region
*
(
30 SEPTEMBER 2022
)
TUIGROUP
61,091
(
50,584
)
* By domicile of company.
In brackets: previous year
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CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Age Structure
(
30 SEPTEMBER 2022
)
in %
27 (23)
21 – 30 years
18 (20)
over 50 years
22 (25)
41 – 50 years
7 (4)
up to 20 years
26 (28)
31 – 40 years
TUIGroup
%
In brackets: previous year
In future, the focus of our activities in Diversity, Equity & Inclusion will be on the development of a holistic,
global strategy covering all dimensions of diversity. It will comprise, for example, the publication of a binding
global Diversity, Equity & Inclusion (
DEI) Statement, the establishment of a global DEI Committee and the
launch of further global DEI activities aimed at supporting our employees’ wellbeing. We are planning to
introduce a diversity index to measure diversity.
ENABLE BEST PERFORMANCE
In order to be successful together at TUI, we are seeking to empower our employees to deliver their top
performance. We are supporting our executives and promoting dialogue between managers and employees.
As in previous years, we continued the feedback and target agreement process Great Place to Grow in the
period under review. It offers our executives a clear framework for supporting the development of our
employees and providing them with feedback through dialogue. We are also aiming to ensure that our
employees have clear goals and know their contribution to the growth of our Company.
Seniority
(
30 SEPTEMBER 2022
)
in %
60 (51)
up to 5 years
9 (14)
21 – 30 years
12 (13)
6 – 10 years
3 (3)
over 30 years
16 (19)
11 – 20 years
TUIGroup
In brackets: previous year
%
Employment structure
(
30 SEPTEMBER 2022
)
MaleFemale
56 % (55 %) 44 % (45 %)
Males in managerial
positions
Females in managerial
positions
29 % (28 %) 71 % (72 %)
In full-timeIn part-time
16 % (16 %) 84 % (84 %)
Permanent contract
Fixed-term & seasonal
employment contract
35 % (23 %) 65 % (77 %)
In brackets: previous year
61,091 (50,584)
Employees
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CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
We are supporting our employees in preparing for tomorrow’s challenges with new learning content. We
foster our talents in various areas including digitalisation in order to take TUI a step further as a digital
platform company. Depending on their growth and career targets, our employees have a broad range of
development formats available to choose from. Overall, the active users of our
HR IT platform TUI People
completed an average of more than two hours of training per month in financial year 2022. We also offered
a wide range of programmes such as the
TUI Learning Lounge and the Sustainability Academy and continued
the Language Mentoring project.
In
IT, the for:ward programme was successfully continued in financial year 2022. It focuses in particular on
changing
IT roles and the skills required. for:ward offers our employees two options: As part of the first
option, participants can undergo a role transition with the support of an external partner. To that end, learning
paths have been established, either guiding employees into a new role or deepening their expertise in their
current role. In the period under review, the second cohort started role transition with 21 participants. Sixteen
participants completed the training programme, while five participants extended. This programme will be
continued in financial year 2023 with a third cohort of around 30 participants.
The second option offered by for:ward enables employees to apply for an on-demand learning licence that
includes access to the highest-ranking business and technology programmes of our partners. This option
was opened up to all TUI employees in the period under review, and they completed nearly 10,600 hours
of training.
Our executives had the opportunity to take part in the development programmes How2 and Global
VIBE.
How2 aims to convey key leadership fundamentals to new executives to ensure that they can fully live up to
their role. The programme comprises six modules with a wide range of online learning content, eLearning
modules, teamcasts and Share the VIBE sessions. In financial year 2022, 194 executives successfully completed
the programme.
Global
VIBE expands the approach underlying How2, building leadership skills in our executives, including the
ability to lead a global team. This programme, too, benefits from a virtual learning environment with a broad
range of additional digital resources. In addition, we offer formats enabling our executives to network so that
they can exchange views and information and learn from one another. Examples include twelve master classes
held with a total of 829 participants. The advanced leadership programmes Perspectives, Digital STEP and
Horizons were suspended during the
COVID-19 pandemic. Perspectives and Horizons will be resumed in
March 2023.
OUTLOOK
Our People Strategy defines our priorities for the upcoming financial years. In a continually changing
business environment, we are investing in the continuous development of our executives and employees.
New Employer Branding and Employee Listening strategies will support us on the path to being an employer
of choice and in developing an industry-leading employee experience. In our pursuit of talent management
we focus on the retention and acquisition of talents with relevant skills in key positions. We aim to promote
the engagement of our employees and support their wellbeing and resilience. Overall, our goal is to simplify
and standardise our processes and our global way of working. This brings us closer to our vision of being
Digital, Engaging and Inclusive.
EMPLOYEE REPRESENTATIVES
TUI Group historically features a strong co-determination landscape. It embraces the Supervisory Board at
corporate level, the Group Works Council at Group level and many works councils at company level. Cooper-
ation with these committees was very constructive. In the financial year under review, negotiations about an
agreement on safeguarding the future continued and were brought to a successful conclusion. This job
security agreement creates confidence and provides assurance for our employees in Germany. Other topics
discussed with the Group Works Council included the further development of the
HR IT platform TUI People
and various reorganisation issues in the framework of the ongoing transformation.
At the international level, the
TUI Europe Forum as an information and consultation body represents the
interests of employees working in companies outside Germany and thus plays an important role as a facili-
tator and integrator in the European framework. This enables discussions about relevant themes, such as
transformation, to be held both inside and outside Germany on a local and regional level and in the interna-
tional platform organisations.
OCCUPATIONAL HEALTH
TUI Group promotes the physical and mental health of all its employees. In order to ensure that employee
health is given appropriate attention, a Group-wide body of health officers has been set up to regularly
consider best practices, ongoing projects and plans for activities conducive to good health. Against the back-
drop of global challenges in connection with mental disorders, in particular, an even stronger focus will be
placed on aligning activities to shared goals and establishing stringent processes.
In the course of the year, health-promoting activities and presentations were offered across the Group.
Some of the offerings of the “
TUI fit” programme had to be paused or replaced by digital alternatives due to
the
COVID-19 pandemic. The offerings have been resumed in line with statutory requirements.
EMPLOYEE INDICATORS
As at the balance sheet date 30.09.2022, staff numbers rose by 20.8 % to 61,091. The ramp-up of business
operations and the reopening of hotels and destinations following the
COVID-19 pandemic resulted in a
significant increase in overall staff numbers in Hotels & Resorts and
TUI Musement.
94
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Personnel by segment
30 Sep 2022 30 Sep 2021 Var. %
Hotels & Resorts 27,234 21,508 + 26.6
Cruises
*
72 57 + 26.3
TUI Musement 8,768 5,381 + 62.9
Holiday Experiences 36,074 26,946 + 33.9
Northern Region 10,423 9,011 + 15.7
Central Region 7,039 7,492 – 6.0
Western Region 5,141 4,833 + 6.4
Markets & Airlines 22,603 21,336 + 5.9
All other segments
2,414 2,302 + 4.9
TUI Group 61,091 50,584 + 20.8
* Excludes TUI Cruises (JV) employees. Cruises employees are primarily hired by external crew management agencies.
HOTELS & RESORTS
In Hotels & Resorts, the headcount increased by a total of 26.6 % to 27,234. Staff numbers of Robinson grew
from 4,763 to 5,141.
TUI Blue reported an increase in its headcount, primarily resulting from the reopening
of hotels in Zanzibar. Riu recorded growth in staff numbers of 52.0 % to 12,691, driven by the restart of
business operations, in particular hotels in Cape Verde, Zanzibar and Spain. Northern Hotels also saw a slight
increase in the headcount.
CRUISES
The headcount in the Cruises segment increased by 26.3 % year-on-year to 72.
TUI MUSEMENT
In financial year 2022, the headcount in TUI Musement rose by 62.9 % to 8,768. The increase was driven by
the reopening of destinations, in particular in Spain.
NORTHERN REGION
Northern Region recorded a year-on-year headcount increase of 15.7 % to 10,423. In the UK, staff numbers
rose by 15.7 % in the Retail, Tour Operator and Airline sectors from 8,353 in the prior year to 9,666. This is
primarily attributable to the filling of vacancies and a stronger Summer business. In the Nordics, staff
numbers in Tour Operator and Airline grew by a total of 15.0 % to 757.
CENTRAL REGION
In Central Region, the headcount declined by 6.0 % year-on-year to 7,039. In Germany, staff numbers fell by
9.4 % from 6,061 to 5,489, in particular due to restructuring measures in the Airline, Tour Operator and
Retail sectors. In Austria, staff numbers rose slightly by 7.7 % from 431 to 464, as vacancies open after the
pandemic were filled again. In Switzerland, the headcount increased slightly by 2.5 % from 357 to 366. In
Poland, the headcount grew by 12.0 % from 643 to 720.
WESTERN REGION
The headcount in Western Region increased by 6.4 % year-on-year to 5,141. This was driven by higher staff
numbers in the Retail and Tour Operator businesses in Belgium and the Netherlands. The number of
employees in the Airline business in Morocco and the Netherlands also rose year-on-year. In France, staff
numbers grew by 18.9 % to 636.
ALL OTHER SEGMENTS
Staff numbers rose by 4.9 % overall to 2,414 year-on-year. The number of employees working for Head Office
functions in Germany decreased by 2.9 % to 639, including 269 employees working for
TUIAG. The number
of employees working for Head Office functions in the UK grew by 7.8 % to 440. The headcount in IT rose
by 9.3 % year-on-year to 961. The Future Markets segment recorded an increase in its headcount of 4.8 %
to 374.
Personnel costs
€ million 2022 2021 Var. %
Wages and salaries 1,732.3 1,393.1 + 24.3
Social security contributions 300.4 193.7 + 55.1
Pension costs 109.2 119.3 – 8.5
Tot al 2,141.9 1,706.1 + 25.5
In the period under review, TUI Group’s personnel costs increased from € 1.7 bn in the prior year to € 2.1 bn.
The year-on-year increase in wages and salaries and social security contributions in financial year 2022
mainly
results from an annual average increase in staff numbers of 24.0 %. In addition, the use of short-time
work benefit schemes and other government-sponsored programmes to save jobs was significantly lower
than in 2021.
For more details please refer to page185.
95
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The pay package offered by TUI Group consists of various components, reflecting the framework conditions
in different countries and companies and the appropriateness of compensation and customary market rates.
Depending on the function concerned, a fixed salary may go hand in hand with variable components, hon-
ouring individual performance and promoting the sustained participation of employees in the Company’s
long-term targets. In addition, the Senior Leadership Team can participate in a long-term share-based
compensation programme based on the allocation of virtual shares.
Many
TUI Group companies offer their employees pension schemes in the form of direct benefits or through
an occupational providence fund, or else by paying in additional employer contributions to pension insurance,
in some cases beyond the statutory minimum required. In Germany, collective contracts have been concluded
with an insurance undertaking in order to meet the legal entitlement to deferred compensation.
Customer experience, Security, Health & Safety and crisis management
*
We place our guests and their individual wishes and needs at the centre of our organisation in order to offer
them differentiated and consistent experiences. In this way, we aim to increase customer loyalty and tap into
new customer segments, as satisfied guests are a decisive factor for the
TUI Group’s long-term growth. Our
goal is to continuously adapt the customer experience to individual needs and to further personalise it. The
more flexible and personalised design of our products and services is supported by the expansion of our
product portfolio and our digital platform.
Our integrated business model allows us to accompany our guests through the entire travel experience from
booking, arrival, hotel stay and cruise to local activities and excursions– digitally and personally. The digital
travel experience is complemented by the personal appreciation of our employees, which our guests experi-
ence in our travel agencies, aircraft and hotels, on our ships and in the destination.
The travel experience is about relaxing and winding down, or discovering and exploring something new.
However, the travel experience can also entail a wide range of risks. As far as possible, our activities aim to
minimise these risks for customers and employees. The business takes a risk based approach to prevent
intentional risks to the well-being of our customers, such as crime or terror (Security) and offer all customers
a travel experience within the most security and safety, even in relation to unintentional risks (Health &
Safety), for all services booked in the framework of their trips (e. g. flight, transfer to the hotel, hotel stay
and excursions).
TUI continually monitors and analyses safety-critical developments in destinations and
discusses response measures with the markets and other involved business areas.
SAFETY
Throughout the 2022 financial year, we have further embedded and established the Safety & Risk team
within the Group. With the busiest operational summer since 2019, our revised processes have successfully
supported the management of safety risk within our operation as the industry continued to open up again
following the pro-longed shut down.
The Safety & Risk team’s remit continues to focus on the principal safety risks associated with accommodation,
transfers, excursions, activities, tours and all other in-destination activities supporting our Tour Operators
in the Source Markets and
TUI Musement. The function’s remit expanded in 2022 to include TUI Hotels &
Resorts and
TUI branded units including TUI Blue– further strengthening their role in this area as a Centre
of excellence within the Group and driving group wide consistency and visibility.
In financial year 2022 and in line with local requirements, the measures for managing the spread of
COVID-19
and the associated reporting processes have been amended and integrated into our normal operating pro-
cedures for reducing the spread of all infectious diseases. The situation continues to be monitored and
measures can be flexed locally as circumstances require.
In addition to the continuous monitoring approach of key risk areas taken in
TUI Hotels & Resorts, TUI have
conducted 4,155 safety assessments across our third party hotel portfolio using a multi-layered assessment
approach. A brand standard has also been developed for
TUI Blue and other concept branded franchised
units.
Building on the data sharing portal established for our Riu hotels in 2021, significant progress has been made
to further expand our data-led, risk-based approach to Safety Management with third party hoteliers. The
expansion of the data sharing portals, in partnership with several technical specialist providers who conduct
safety monitoring / management programs with hoteliers globally, will increase our operational efficiency and
enable an improved approach to safety risk management.
Group S&R, as a Centre of excellence, continues to support the strategic direction of the business and
ensuring that
TUI remains a brand that can be trusted.
SECURITY
Following a review of Group security activities the two functions of Corporate and Destination security were
merged in early 2022 under one new Head of Security and Intelligence lead. The department now works
collaboratively to manage the security environment across the business.
This review followed the finalization of the Tunisia inquest and also the responsibility for Hotels and Resorts
properties security moving to the Group team, as such, two new roles have been added to the Group Security
team to drive the
TUI standard for Security to the next level supporting intelligence management and our
important own branded hotels. This will ensure we move to an industry leading position with ensures the
very highest level of security risk management across the Group.
* Part of social matters.
96
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
CRISIS MANAGEMENT AND BUSINESS CONTINUITY
TUI operates Group wide crisis and business continuity protocols and governance modules. Regular update
calls between Group function and business areas are established to share strategic and operational topics
incl. best practice. Data is aggregated and analyzed, the frame works ascertain when guests and / or employees
are affected and what support / actions at what moment is need.
Reporting lines and operational work flows had been adjusted to ensure operational Group wide efficiency.
Experienced crisis managers work within a team to cover areas such as customer, commercial, communica-
tions and insurance management. These experts across the Group facilitate a fast, flexible response to levels
of crisis. Appropriate reporting and coordination within
TUI ensures that management is updated on all key
incidents and developments and can immediately take decisions if necessary.
The Group wide crisis management system software for monitoring, escalation and managing of day-to-day
incidents gives the ability to work individually within each business or together as a group when needed. In
addition there is, for the first time ever, a business continuity system to be implemented in all markets, at
the airlines, the cruise division, Hotels & Resorts, and TUI Musement to provide a Group overview on business
continuity management and activities. The project includes representation from all business areas but also
with an enhanced governance process supported by Group
SHS.
Anti-corruption and anti-bribery
Details of TUI Group’s anti-corruption and anti-bribery measures are presented in the Corporate Governance section on
Integrity & Compliance from page129 in this Report.
Disclosure pursuant to EU Taxonomy Regulation (EU) 2020/852
Pursuant to Article 8 of the Regulation (EU) 2020/852 of 18 June 2020 on the Establishment of a Framework
to Facilitate Sustainable Investment,
TUIAG is publishing its first report in accordance with the Taxonomy
Regulation. A simplified reporting obligation applies for financial year 2022. Undertakings have to disclose
information on the extent to which turnover, capital expenditure and operating expenses as defined in the
Regulation are aligned to the economic activities described in
EU Regulations and Delegated Acts and hence
eligible for the taxonomy. This does not in itself indicate whether they qualify as environmentally sustainable
under Articles 3 and 9 of the Taxonomy Regulation.
As a first step, TUI has analysed its economic activities, taking into account both activities generating external
turn-over and activities serving the Company’s own needs. TUI’s main activities, flight operation and the
delivery of accommodation services in hotels, are not currently listed in the
EU regulations. Therefore, only
a small portion of the indicators mentioned above currently relate to taxonomy-eligible activities. The
EU has
announced that it will expand its list of taxonomy-eligible activities, so that the taxonomy-eligible portion of
the key figures is likely to change substantially in the future. Currently taxonomy-eligible activities include
transporting passengers in vessels and buses where this is associated with external turnover and the corre-
sponding capital expenditure and operating expenses. Activities associated with our buildings, in particular
hotels and administrative buildings are also to be classified as taxonomy-eligible.
The second step was to determine the indicators relating to these activities. The total turnover means the
turnover determined under international accounting standards and shown in the Notes. Of this total the
portion relating to taxonomy-eligible activities is determined. Turnover from package tours is related to
different activities, as they typically include a flight, transport in the destination and an accommodation
service on a ship or in a hotel. For the purposes of the
EU Taxonomy, this turnover is broken down according
to the required costs incurred and attributed attributed to passenger transport by ship or bus.
Capital expenditure summarises the additions to the relevant assets mentioned in the Notes to the consol-
idated financial statements in the sections “Good-will”, “Other intangible assets”, “Property, plant and
equipment” and “Rights of use Assets”. The proportions of capital expenditure allocable to taxonomy-
eligible activities were identified with the support of our internal project controlling.
Operating expenses at
TUI include in particular non-capitalised renovation and maintenance expenses and
expenses from short-term leases determined on the basis of our internal reporting. Capital expenditure and
operating expenses related in particular to
TUI’s buildings and to the cruise ships.
Taxonomy-eligible share of economic activities, 2022
Total
(€ million)
Share
(%)
Taxonomy-eligible revenue 352.6 2
Taxonomy non-eligible revenue 16,192.3 98
Revenue 16,544.9
Taxonomy-eligible operating expenditure (OpEx) 114.4 25
Taxonomy non-eligible operating expenditure 341.2 75
Operating expenditure according to EU Taxonomy Regulation 455.6
Taxonomy-eligible capital expenditure (CapEx) 229.2 31
Taxonomy non-eligible capital expenditure 521.9 69
Capital expenditure according to EU Taxonomy Regulation 751.1
97
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Annual financial Statements of TUIAG
The annual financial statements of TUIAG were prepared in accordance with the provisions of the German
Commercial Code (
HGB), taking account of the complementary provisions of the German Stock Corporation
Act (AktG), and audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover. They are published in
the Federal Gazette. The annual financial statements have been made permanently available on the Internet
at https://www.tuigroup.com/en-en
In the present Annual Report, the Management Report of
TUIAG has been combined with the Management
Report of
TUI Group.
Earnings position of TUIAG
Income statement of TUIAG
€ million 2022 2021 Var. %
Revenue 89.8 33.9 + 164.9
Other operating income 491.7 1,750.3 – 71.9
Cost of materials 16.4 11.3 + 45.1
Personnel costs 57.5 39.6 + 45.2
Depreciation 1.6 4.5 – 64.4
Other operating expenses 332.6 471.8 – 29.5
Net income from investments – 205.2 – 381.1 + 46.2
Write-downs of investments 380.0 1,180.3 – 67.8
Net interest – 121.1 – 191.1 + 36.6
Income taxes (income (–), expense (+)) – 3.8 – 2.8 – 35.7
Profit after taxes – 529.1 – 492.7 – 7.4
Expense / income from other taxes 1.8 – 1.3 n. a.
Net profit for the year – 530.9 – 491.5 – 8.0
The earnings position of TUIAG, the Group’s parent company, is primarily determined by the appropriation
of profits by its Group companies, either directly associated with
TUIAG via profit and loss transfer agree-
ments or distributing their profits to
TUIAG based on relevant resolutions, and the measurement of financial
investments.
REVENUE AND OTHER OPERATING INCOME
The increase in revenue in financial year 2022 mainly resulted from higher income from licence fees with
subsidiaries. Other operating income in the previous year was characterised in particular by the gain on
disposal of € 1.5 bn from the sale of the stake in
TUI Cruises to Preussag Beteiligungsverwaltungs GmbH IX.
In the completed financial year, gains on disposal from the sale of two subsidiaries to
TUI Holding Spain S. L.
were significantly lower at € 23.0 m. The decline in Other operating income was also driven by lower income
from exchange gains. This income was offset by expenses from exchange losses, carried in Other operating
expenses. Other operating income also included, in particular, income from intercompany charging of service
costs, carried alongside expenses passed on to TUIAG from other Group companies, carried in Other operating
expenses. The year-on-year decline in Other operating income was partly offset by a significant increase in
reversals of write-downs of investments and income from the reversal of provisions no longer required.
EXPENSES
The year-on-year increase in personnel costs resulted from a considerable increase in pension expenses due
to higher transfers to pension provisions and from the formation of personnel provisions for former Execu
tive
Board members.
Other operating expenses comprised in particular expenses for exchange losses, the cost of financial and
monetary transactions, fees, charges, services, transfers to impairments, other administrative costs as well
as expenses for the intercompany elimination of services. While there was a fall in expenses for exchange
losses, capital procurement costs in connection with financing schemes and impairments of receivables as
well as in charges for intercompany services from prior years, expenses for the elimination of intercompany
services rose only slightly. Overall, this resulted in a decline in Other operating expenses.
NET INCOME FROM INVESTMENTS
The year-on-year increase in net income from investments is mainly driven by the significant decline in
expenses for loss transfers, relating predominantly to Leibniz-Service GmbH and other companies allocated
to Central Operations. The income from profit transfers generated in financial year 2022 resulted from an
earn-out agreement in connection with the sale of the stake in Riu Hotels S. A. by a subsidiary and profit
transfers from a company in Hotels & Resorts.
WRITE-DOWNS OF INVESTMENTS
In the period under review, write-downs of investments mainly related to Tour Operator subsidiaries. Due to
the recovery of the market environment, write-downs were significantly lower than in 2021.
98
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
INTEREST RESULT
The development of the interest result mainly resulted from changes in financing schemes such as the
redemption of the bonds in financial year 2021, the redemption of a part of the credit line from the Revolving
Credit Facility (RCF) in the completed financial year, the repayment of a part of the warrant bond issued to
the Economic Stabilisation Fund (
ESF) and the early redemption of Silent Participation II in the period under
review.
TAXES
Income taxes and expenses for other taxes mainly resulted from the regular reassessment of tax provisions.
They did not include any deferred taxes.
NET RESULT FOR THE YEAR
For financial year 2022, TUIAG posted a net loss of € 530.9 m.
Net assets and financial position of TUIAG
TUIAG’s net assets and financial position as well as its balance sheet structure reflect its function as TUI
Group’s
parent company. In financial year 2021, the balance sheet total decreased slightly year-on-year to € 10,022.1 m.
Abbreviated balance sheet of TUIAG (financial statement according to German Commercial Code)
€ million 30 Sep 2022 30 Sep 2021 Var. %
Intangible assets /property, plant and equipment 4.6 6.2 – 25.8
Investments 7,753.6 8,022.8 – 3.4
Fixed assets 7,758.2 8,029.0 – 3.4
Receivables 1,781.1 1,385.4 + 28.6
Cash and cash equivalents 473.0 592.5 – 20.2
Current assets 2,254.1 1,977.8 + 14.0
Prepaid expenses 9.8 29.1 – 66.3
Assets 10,022.1 10,036.0 – 0.1
Equity 4,044.3 3,034.8 + 33.3
Special non-taxed items – 0.1 n. a.
Provisions 323.3 327.5 – 1.3
Bonds 648.3 739.6 – 12.3
Other liabilities 5,006.2 5,934.0 – 15.6
Liabilities 5,654.5 6,673.6 – 15.3
Liabilities 10,022.1 10,036.0 – 0.1
FIXED ASSETS
At the balance sheet date, fixed assets almost exclusively consisted of investments. The development of
investments was affected by the intra-Group sale of two subsidiaries to TUI Holding Spain S. L. and in
particular by write-downs of investments. The write-downs mainly related to shares in Group companies
allocated to tour operation. The decline was partly offset by write-backs of shares in Group companies, both
in tour operation and Hotels & Resorts and central segments. Due to redemptions in particular, loans to
Group companies declined slightly in the financial year under review.
CURRENT ASSETS
The increase in current assets by 14.0 % to € 2,254.1 m resulted from a considerable build-up of receivables,
which more than offset the decline in cash and cash equivalents. The increase in receivables was primarily
attributable to the development of rights and obligations from profit and loss transfer agreements and a
receivable from the sale of stakes in subsidiaries to
TUI Holding Spain S. L. as well as the short- and medium-
term financing of Group companies. Current assets also rose due to the cash deposit for the regulatory
safeguarding of customer advance payments received on package holidays, carried in Other assets.
TUIAG’s capital structure
EQUITY
TUIAG’s equity increased by 33.3 % to € 4,044.3 m. This increase was primarily driven by the capital increases
in October and May during the completed financial year.
The loss for the year totalled € – 530.9 m. When adding a loss carried forward of € – 300.6 m, net loss totalled
€ – 831.5 m. The equity ratio rose to 40.4 % (previous year 30.2 %) in financial year 2022.
PROVISIONS
Provisions decreased by € 4.2 m to € 323.3 m. They consisted of pension provisions worth € 164.0 m (previous
year € 153.7 m), tax provisions worth € 30.1 m (previous year € 32.3 m) and other provisions worth € 129.2 m
(previous year € 141.5 m).
The increase in pension provisions in the completed financial year was primarily attributable to changes in
parameters. The decline in Other provisions mainly resulted from the reversal of provisions for assumption
of risks in connection with the sale of Group companies. In addition, provisions for risks from mining were
reversed in the completed financial year due to the reduced scope of liability. An opposite effect was caused
by a slight increase in personnel provisions.
99
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
LIABILITIES
TUIAG’s liabilities totalled € 5,654.5 m as at 30 September 2022, down by € 1,019.1 or 15.3 %.
On the basis of a contractual agreement and due to proceeds from the capital increases, TUIAG’s syndicated
credit facilities originally amounting to approximately € 4.8 bn were reduced by approximately € 920 m in
total in April and May 2022. First, the credit facility originally amounting to € 200 m from KfW and a private
banking consortium, already reduced to € 170 m, was repaid in full. Moreover, around € 750 m of the undrawn
KfW tranche of € 2.85 bn was cancelled, reducing it to € 2.1 bn. In addition, for regulatory reasons due to
Brexit, the credit line of a British bank (around € 80 m cash and € 25 m guarantee line) could not be extended
beyond July 2022.
At the end of the financial year, the syndicated credit facility therefore amounted to around € 3.7 bn, including
a cash tranche from KfW of around € 2.1 bn and a bank guarantee line of € 190.0 m. The term of the credit
line will end in July 2024.
As at 30 September 2022, the amount of cash drawn from the credit line totalled € 562.0 m, carried as a
liability to banks. A further amount of € 143.8 m from this credit facility was drawn through the use of
guarantee lines.
Due to
TUIAG’s early redemption, in April 2022, of a partial nominal amount of € 91.3 m of the warrant bond
issued to the Economic Stabilisation Fund (
ESF) in October 2022, the remaining nominal amount totalled
€ 58.7 m. The
ESF continues to hold 58.7 m warrants, entitling the Fund to purchase 58.7 m shares in TUIAG
at a price of € 1.00 per share.
In the framework of the third financing package, the Economic Stabilisation Fund (
ESF) and TUIAG agreed
on two silent participations totalling € 1,091 bn in 2020 / 21. The
ESF measures comprise Silent ParticipationI
of € 420.0 m, convertible into
TUI shares at a price of € 1.00 per share, and Silent Participation II totalling
€ 671.0 m. In May 2022, the Company’s capital was increased, utilising a part of Authorised Capital
III, and the
proceeds were used for the early redemption of Silent Participation
II on 30 June 2022. In the financial
statements in accordance with the German Commercial Code, Silent Participation I is carried under Other
liabilities with a term of five years.
The considerable decrease in liabilities to banks and other liabilities was partly offset by the increase in
liabilities to Group companies. Due to an increase in operating activities, Tour Operator companies, in
particular, transferred monies to TUIAG.
The net financial position (cash and cash equivalents less liabilities to banks, bonds and Schuldschein)
totalled € – 1,170.9 m (previous year € – 2,430.1 m) in the completed financial year.
CAPITAL AUTHORISATION RESOLUTIONS
Information on new and existing resolutions concerning capital authorisation, adopted by Annual General
Meetings, is provided in the next chapter on Information required under takeover law.
100
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Information required under Takeover Law
Pursuant to sections 289a and 315a of the German Commercial Code (HGB) and explanatory report
Subscribed capital
The subscribed capital of TUIAG consists of no-par value shares, each representing an equal share of the
capital stock. As a proportion of the capital stock, the value of each share is around € 1.00.
The subscribed capital of
TUIAG, registered in the commercial registers of the district courts of Berlin-
Charlottenburg and Hanover, consisted of 1,785,205,853 shares at the end of financial year 2022 (previous
year 1,099,393,634 shares) and correspondingly totalled € 1,785,205,853.00. Each share confers one vote at
the Annual General Meeting.
RESTRICTIONS ON VOTING RIGHTS OR SHARE TRANSFERS
The Executive Board assumes that it is currently impossible to transfer the shares it considers attributable
to Alexey Mordashov or to exercise the voting rights from these shares.
EQUITY INTERESTS EXCEEDING 10 % OF THE VOTING SHARES
The Executive Board of TUIAG has been notified of the following direct or indirect equity interests amounting
to 10 % or more of the voting rights:
* Despite voting right notifications to the contrary, the 27.16 % stake in TUIAG directly held by Unifirm Limited, Limassol, Cyprus,
remained attributable by law to Alexey Mordashov, Moscow, Russian Federation, as Alexey Mordashov’s controlling majority in Unifirm
Limited has so far not been transferred to Ondero Limited / Marina Mordashova, British Virgin Isles, with legal effect. Based on the
information available to us, Alexey Mordashov indirectly holds a 30.91 % stake in TUI, including the 3.75 % stake in TUIAG held by
Severgroup LLC, Moscow, Russian Federation, which is likewise attributable to him.
The transfer transaction remained legally ineffective because in mid-March 2022 the German Ministry for Economic Affairs and Climate
Protection (BMWK) initiated a review procedure under the Foreign Trade and Payments Act against Ondero Limited in relation to the
transfer of the shares in Unifirm Limited to Ondero Limited (“the transaction”). Due to that review procedure, the legal effect of the
transaction remains pending until the BMWK either approves the transaction or refrains from a decision within the statutory review
period. This period commences when Ondero Limited / Marina Mordashova submit the information still required by the BMWK in order
to undertake its review.
At the end of financial year 2022, around 73 % of TUI shares were in free float. Around 41 % of all TUI shares
were held by private shareholders, around 26 % by institutional investors and financial institutes, and around
33 % by strategic investors.
The current shareholder structure and voting rights notifications according to section 33 of the Securities Trading Act (WpHG) are
available online at: www.tuigroup.com/en-en/investors/share/shareholder-structure and www.tuigroup.com/en-en/investors/
news
Shareholder structure
(
30 SEPTEMBER 2022
)
in %
40.7
Private investors
3.8
Severgroup LLC
*
2.2
Riu Hotels S. A.
26.1
Institutional investors
27.2
Unifirm Limited
*
%
101
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Shares with special rights conferring powers of control
No shares with special rights conferring powers of control have been issued.
System of voting right control of any employee share scheme where control rights are
not exercised directly by the employees
Where TUIAG grants shares to employees under its employee share programme, the shares are directly
transferred to the employees (sometimes with a lock-up period). Beneficiaries are free to exercise the control
rights to which employee shares entitle them directly, in just the same way as other shareholders, in line with
statutory requirements and the Articles of Association.
Appointment and removal of Executive Board members and amendments to the
Articles of Association
The appointment and removal of Executive Board members is based on Sections 84 et seq. of the German
Stock Corporation Act in combination with Section 31 of the German Co-Determination Act. Amendments
to the Articles of Association are based on the provisions of Sections 179 et seq. of the German Stock
Corporation Act in combination with Section 24 of the Articles of Association of TUIAG.
Powers of the Executive Board to issue shares
The Annual General Meeting on 9 February 2016 adopted a resolution to create conditional capital of
€ 150.0 m for the issue of bonds. The authorisation to issue bonds with conversion options or warrants as
well as profit-sharing rights and income bonds (with or without fixed terms) of up to a nominal amount of
€ 2.0 bn expired on 8 February 2021. With the issuance of a bond with warrants worth € 150 m to the German
Economic Stabilisation Fund (
ESF) in October 2020, this authorisation was fully used. As at the reporting
date, the
ESF had not used its warrant rights.
The Annual General Meeting on 13 February 2018 adopted a resolution to create authorised capital for the
issue of employee shares worth € 30.0 m. The Executive Board of
TUIAG is empowered to use this author-
ised capital by 12 February 2023 in one or several transactions by issuing employee shares against cash
contributions. In the completed financial year, no new employee shares were issued, so that the authorised
capital still totalled around € 22.3 m at the balance sheet date.
The Extraordinary General Meeting on 5 January 2021 resolved to create conditional capital of € 420.0 m in
order to grant the
ESF the right to convert ESF’s asset contribution in the form of a silent participation of
€ 420.0 m (‘Silent Participation I’) at any time (in a single or several transactions) in full or in part into up to
420 m new registered no-par value shares, each representing a proportionate share in the capital stock of
€ 1.00 per no-par value share. The new shares will be issued at the minimum issue price of € 1.00. As at the
balance sheet date, the
ESF had not yet used its conversion rights.
The ordinary Annual General Meeting on 25 March 2021 resolved to create an authorisation to issue new
registered shares against cash contribution for up to a maximum of € 109.9 m (Authorised Capital 2021/I).
This authorisation will expire on 24 March 2026.
The Annual General Meeting on 25 March 2021 also resolved to create authorised capital for the issuance of
new shares against cash or non-cash contribution of € 417.0 m (Authorised Capital 2021/
II). The issuance of
new shares against non-cash contribution is limited to € 109.9 m. This authorisation will expire on
24March2026.
In the completed financial year, the latter two authorisations were used to increase the capital stock by
€ 523.5 m.
The Annual General Meeting on 25 March 2021 resolved to create conditional capital for the issuance of
bonds totalling € 109.9 m. The authorisation to issue bonds with conversion options or warrants as well as
profit-sharing rights and income bonds (with or without fixed terms) is limited to a nominal amount of
€ 2.0 bn and expires on 24 March 2026. This authorisation was nearly fully used with the issuance of a
convertible bond worth € 589.6 m in April and July 2021. As at the balance sheet date, no shares had yet
been issued to service the convertible bond.
The Annual General Meeting on 8 February 2022 resolved to create an authorisation to use new registered
shares against cash contribution for up to a maximum of € 162.3 m (Authorised Capital 2022/I). This author-
isation will expire on 7 February 2027.
The Annual General Meeting on 8 February 2022 also resolved to create authorised capital for the issuance
of new shares against cash or non-cash contribution of € 626.9 m (Authorised Capital 2022/
II). The issuance
of new shares against non-cash contribution is limited to € 162.3 m. This authorisation will expire on 7 Feb-
ruary 2027.
The Annual General Meeting on 8 February 2022 furthermore resolved to create authorised capital for the
issuance of new shares against cash or non-cash contribution of € 671.0 m. The net proceeds must primarily
be used to redeem the capital of € 671 m provided to
TUIAG by the ESF in the framework of Silent Partici-
pation
II (Authorised Capital 2022/III). This authorisation will expire on 7 February 2027. In May of the finan-
cial year under review, the Company’s capital stock was increased by € 162.3 m, drawing in part on Author-
ised Capital
III, and the proceeds were used to fully repay Silent Participation II.
The Annual General Meeting on 8 February 2022 resolved to create two additional amounts of capital for the
issue of bonds worth € 162.3 m and € 81.1 m. The authorisations to issue bonds with conversion options or
102
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
warrants as well as profit-sharing rights and income bonds (with or without fixed terms) are limited to a
nominal amount of € 2.0 bn and will expire on 7 February 2027.
See the section on Subscribed capital in the Notes to the consolidated financial statements on page209 and the section on
Subscribed capital in the annual financial statements of
TUIAG (disclosure pursuant to Section 160 (1) no. 2 of the German
Stock Corporation Act).
Significant agreements taking effect in the event of a change of control of the Company
following a takeover bid, and the resulting effects
Some of TUIAG’s outstanding financing instruments contain change of control clauses. A change of control
occurs in particular if a third partly directly or indirectly acquires control over at least 50 % or the majority
of the voting shares in
TUIAG.
In the event of a change of control, the holders of the Schuldschein worth € 425.0 m, the warrant bond worth
€ 150 m and the convertible bond worth € 589.6 m must be offered a buyback. For the syndicated credit
facilities worth € 3.7 bn (including bank guarantees), of which € 562.0 m (via cash) and € 143.8 m (via bank
guarantees) had been used as at the balance sheet date, a right of termination by the lenders has been
agreed in the event of a change of control.
Beyond this, there are no agreements in guarantee, leasing, option or other financing contracts that might
cause material early redemption obligations that would be of significant relevance for the Group’s liquidity.
Apart from the financing instruments mentioned above, a framework agreement between the Riu family and
TUIAG includes a change of control clause. A change of control occurs if a shareholder group represents a
predefined majority of
AGM attendees or if one third of the shareholder representatives on the Supervisory
Board are attributable to a group of shareholders. In the event of a change of control, the Riu family is
entitled to acquire at least 20 % and at most all shares held by TUI in RIUSA II S. A. at the share value deter-
mined by an internationally recognised auditing company. Since
TUIAG’s Annual General Meeting of 25
March 2021, the conditions have been met for Unifirm to represent a majority of
AGM attendees, so that the
entitlement has arisen for the Riu family to acquire shares within certain time windows in 2021, 2022 and
2023. In 2022, the Riu family dispensed with exercising its acquisition right.
A similar agreement concerning a change of control at
TUIAG has been concluded with El Chiaty Group.
Here, too, a change of control occurs if a shareholder group represents a predefined majority of
AGM attend-
ees or if one third of the shareholder representatives on the Supervisory Board are attributable to a share-
holder group. In that case, El Chiaty Group is entitled to acquire at least 15 % and at most all shares held by
TUI in each of the joint hotel companies in Egypt and the United Arab Emirates at a share value determined
by an internationally recognised auditing company. As the stake in TUIAG held by Unifirm increased following
the capital increase of 2 November 2021, here, too, a change of control was triggered due to a majority of
AGM attendees.
A change of control agreement has also been concluded for the joint venture
TUI Cruises between Royal
Caribbean Cruises Ltd. and
TUIAG in the event of a change of control in TUIAG. The agreement gives the
partner the right to demand termination of the joint venture and to purchase the stake held by
TUIAG at a
price which is lower than the selling price of their own stake under certain circumstances.
Compensation agreements have not been concluded between the Company and Executive Board members
or employees in the event of a takeover bid.
103
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share (unaudited)
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI Share
1
Impact of COVID-19, war in Ukraine and resulting energy crisis, as well as growing
inflation affect
TUI share price performance significantly
During financial year 2022, the TUI share price was, at times, highly volatile Apart from the development of
the
COVID-19 pandemic, the war in the Ukraine resulted in major uncertainty in the capital markets. The
share price fell, in particular, in response to the resulting energy crisis, rising inflation and its potential
economic impact, including on the tourism sector. The share began the financial year at a price of € 3.19
2,3
,
and declined by around 61 % in the course of the year to close at € 1.24
2,3
on 30 September 2022.
In October 2021,
TUI’s financial year started with a successful capital increase with subscription rights with
an issue of around 1.1 bn new shares to further strengthen the balance sheet. The net proceeds were used
to repay state aid and, hence, to reduce net debt and interest expenses.
The winter months were again characterised by rising
COVID-19 infection rates as well as measures to con-
trol the spread of the virus. Especially the new, even more contagious Omicron variant caused an increase in
infection numbers in Q1 in
TUI’s source markets and destinations. With the start of the booster vaccination
campaign in Germany from mid-December and the assessment that the new variant is contagious for a
shorter period and is associated with weaker symptoms,
TUI’s share price recovered substantially towards
the end of December 2021. Despite a partial lockdown in the winter months, the TUI share recorded an
annual high of € 3.51
2,3
on 16 February 2022.
The more optimistic sentiment in the capital markets ended with the Russian attack on Ukraine on 24 Feb-
ruary 2022, resulting in broad economic sanctions against Russia in Europe. As both, Russia and Ukraine are
leading global suppliers of numerous commodities, global supply shortages arose for key commodities. The
war in Ukraine also temporarily affected customers’ booking behaviour as well as the share price. However,
the strong pent-up demand for travel following two years dictated by the pandemic led to a considerable
recovery in bookings for the Summer season shortly thereafter. This positive development was also reflected
by the share price: after declining substantially until mid-March, it recovered significantly by mid-May.
In May,
TUI delivered further progress in returning to a solid and healthy financing structure. Within the
context of a cash capital increase excluding shareholders’ subscription rights, 162,291,441 new shares were
exclusively issued to institutional investors. The proceeds from the capital increase and available cash were
used among other things to fully repay the Silent Participation
II of € 671 m of the German government
(Economic Stabilisation Fund,
ESF) plus interest. With this transaction, TUI took a further step towards its
goal of swiftly reducing the company’s debt, further reducing interest expenses, and repaying state aid from
the
COVID-19 programmes.
In light of the increased resumption of business operations following the
COVID-19 pandemic as well as a
tight labour market, the aviation sector, in particular in the
UK, faced major operational disruption in the
summer months. This disruption was primarily caused by third-party suppliers and airports due to a shortage
of ground handling and security staff. As a result, airlines saw an increase in the number of delays and
flight
cancellations. For
TUI, this resulted in quite substantial compensation payments for delays to custom
ers.
Greater media coverage of flight disruptions, the uncertainty regarding potential energy supply shortages,
the increase in inflation rates and its potential impact on booking behaviour resulted in additional uncertain
ty
in the capital markets. These factors particularly affected shares of companies operating in the tourism
sector. On 30 September, the
TUI share closed at € 1.24
2,3
, its lowest share price in the financial year.
1
The contents presented in this chapter are unaudited and voluntary.
2
Historical prices adjusted for the effect of the capital increases with subscription rights and cash capital increase.
3
Source: Reuters
TUI share data
30September2022
WKN TUAG00
ISIN DE000TUAG000
Stock exchange centres London, Xetra, Hanover
Reuters / Bloomberg TUIGn.DE / TUI1.GR (Frankfurt / Main); TUIT.L / TUI:LN (London)
Stock category Registered ordinary shares
Capital stock € 1,785,205,853.00
Number of shares 1,785,205,853
Market capitalisation bn € 2.2
Market capitalisation bn £ 1.9
104
CONTENTS
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COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share (unaudited)
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Long-term development of the TUI share (Xetra)
1
€ 2018 2019 2020 2021
2
2022
2
High 20.66 16.56 12.67 4.45 3.51
Low 14.34 7.87 2.89 1.60 1.24
Year-end share price 16.56 10.67 3.24 3.19 1.24
1
Source: Reuters
2
Historical prices adjusted for the effect of the capital increases with subscription rights and cash capital increase.
Quotations, indices, and trading
The TUI share has its primary listing in the Premium segment of the Main Market of the London Stock
Exchange and is included in FTSE’s UK Index Series. In addition, it has a secondary listing in the electronic
trading system Xetra and at the Hanover Stock Exchange.
As TUI shares are, apart from their listing at the London Stock Exchange, also admitted to trading in a
regulated market in Germany, TUI falls within the scope of the German Securities Acquisition and Takeover
Act and is monitored by the Federal Financial Supervisory Authority and the Financial Conduct Authority in
this respect.
In addition, TUI is listed in the sustainability index FTSE4Good. In financial year 2022, the average daily trading
volume at the London Stock Exchange was around 5.1 m shares, while about 8.6 m shares were traded on
Xetra per day. Across all trading platforms, the daily trading volume in the
UK amounted to around 9.6 m
shares and around 21.0 m shares traded in the euro line. Both the sterling and the euro line thus delivered
strong liquidity for trading by institutional and retail investors.
Analyst recommendations
Analyses and recommendations by financial analysts serve as a decision-making basis for institutional and
private investors. In the financial year under review, around 20 analysts regularly published studies on
TUI
Group. In September 2022, 12 % of analysts recommended to “buy” the
TUI share, 35 % recommended to
“hold” and 53 % recommended to “sell”.
20
TUI share price performance
(
FY2022
)
1, 2
in%
TUI1 GR DAX FTSE
1 OCT 2021 1 JAN 2022 1 APR 2022 1 JUL
2022
30 SEP 2022
40
60
80
100
Analyst recommendations
(
30 SEPTEMBER 2022
)
in %
52.9
Sell
11.8
Buy
35.3
Hold
%
105
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share (unaudited)
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Shareholder structure
1
The 27.16 % stake in TUIAG directly held by Unifirm Limited remains attributable to Alexey Mordashov, despite voting rights
notifications to the contrary, as Alexey Mordashov’s controlling majority in Unifirm Limited has not yet effectively been transferred
to Ondero Limited / Marina Mordashova. Taking account of the additional 3.75 % stake of Severgroup LLC in TUIAG also attributable
to him, Alexey Mordashov indirectly holds 30.91 % of the shares in TUIAG according to the information available to us.
The reason for the legal invalidity of that transfer is that the Federal Ministry of Economic Affairs and Climate Protection (BMWK)
initiated a review process under the German Foreign Trade and Payments Act regarding the transfer of the shares in Unifirm Limited
to Ondero Limited (“the transaction“) in March 2022. Due to this review, the transaction remains provisionally invalid until BMWK
clears
the transaction or does not take a decision within the review deadlines stipulated by law. This period commences when Ondero
Limited /
Marina Mordashova submit the information still required by the BMWK in order to undertake its review.
At the end of financial year 2022, around 73 % of TUI shares were in free float. Around 41 % of all TUI shares
were held by private shareholders, around 26 % by institutional investors and financial institutes, and around
33 % by strategic investors.
The current shareholder structure and the voting right notifications pursuant to Section 33 of the German Securities Trading Act
are available online at:
www.tuigroup.com/en-en/investors/share/shareholder-structure and www.tuigroup.com/en-en/investors/
news
Dividend policy
Development of dividends and earnings of the TUI share
€ 2018 2019 2020 2021 2022
Earnings per share + 1.25 + 0.71 – 5.34 – 2.58 – 0.17
Dividend 0.72 0.54 – – –
As a result of the COVID-19 crisis, TUI agreed on three stabilisation packages with the federal German govern-
ment. Conditions attached to the support include a de facto a dividend holiday, which will remain in force
during the term of the loans and the duration of the investment made by the Economic Stabilisation Fund.
Shareholder structure
(
30 SEPTEMBER 2022
)
in %
40.7
Private investors
3.8
Severgroup LLC
1
2.2
Riu Hotels S. A.
26.1
Institutional investors
27.2
Unifirm Limited
1
%
Geographical shareholder structure
(
30 SEPTEMBER 2022
)
in %
6.4
North America
31.3
Other
62.4
EU + UK
%
106
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REPORT
23 TUI Group Strategy
27 Corporate Profile
34 Risk Report
52 Overall Assessment by
the Executive Board
and Report on expected
Developments
56 Business Review
78 Non-financial Declaration
of
TUI Group
97 Annual financial
Statements of
TUIAG
100 Information required
under Takeover Law
103
TUI Share (unaudited)
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Investor Relations
An open and continuous dialogue and transparent communication with our private shareholders, institutional
investors, equity and credit analysts, and lenders form the basis for our Investor Relations engagement.
Many conversations were held focusing on the Group strategy, business performance in the individual segments,
the strong operative Summer business following COVID-19, the financing structure, the implications of the
war in Ukraine as well as the energy crisis. The objective of these conversations is to ensure transparent
communication so as to enable stakeholders to make a realistic assessment of the future performance of the
TUI share.
In financial year 2022, dialogue with investors primarily focused on the following topics:
• Demand for travel, capacity development and booking numbers for the Winter and Summer seasons
• Flight disruptions and mitigation measures taken in the Summer season
• Effects of the war in Ukraine and cost inflation on prices and margins and customers’ booking behaviour
• Implementation of the Global Realignment Programme with planned annual savings of € 400 m
•
Further repayment of state aid: reducing net debt and progress in returning to a solid and healthy financing
structure
• Probability of conversion of Silent Participation I and warrant bond of the German government
• Strategic priorities: expansion of our
TUI Musement segment for tours and activities and ofour dynamic
packaging offering, and further growth through asset-right financing structures
• New sustainability goals:
TUI has submitted the emissions reduction targets for its own airlines, cruise
ships and hotels to the non-governmental organisation Science Based Targets initiative (
SBTi). TUI aims
to be a net-zero company by 2050 at the latest.
After foregoing in-person meetings due to the
COVID-19 situation in recent financial years TUI returned to
holding many meetings in-person in financial year 2022. TUI’s management team sought dialogue with
investors at physical and virtual roadshows and conferences in London, Frankfurt, Munich, Warsaw, Zurich
and Paris. The management also met investors from other financial hubs in Europe, North America, Asia and
Australia.
Furthermore, TUI’s Investor Relations team places importance on the direct engagement with private
investors, which is why intensive exchanges took form of numerous one-on-one conversations. TUI also
offers a broad range of information for analysts, investors and private shareholders on its website. All
conference calls dealing with financial results were transmitted live.
CORPORATE
GOVERNANCE
108 Supervisory Board and Executive Board
112 Statement on Corporate Governance
(as part of the combined Management Report)
132 Remuneration Report
3
107
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CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Supervisory Board and Executive Board
TUIAG Supervisory Board
Name
Function / Occupation
Location
Initial
Appointments
Appointed until
AGM
Other Board Memberships
2
Number of
TUIAG shares
(direct and indirect)
2
DrDieter Zetsche Chairman of the Supervisory Board of TUIAG Stuttgart 13.2.2018 2023 b) Veta Health LLC
Kensington Capital Acquisition Corp. IV
288,600
Frank Jakobi
1
Deputy Chairman of the Supervisory Board of TUIAG,
Chairman of Group Works Council of
TUIAG
Hamburg 15.8.2007 2026 3,544
Ingrid-Helen Arnold Member of the Executive Board, Südzucker AG Dreieich 11.2.2020 2024 b) Heineken N. V. 0
Sonja Austermühle
1
Trade union secretary and lawyer
of ver.di – Vereinte Dienstleistungsgewerkschaft
Berlin 1.4.2022 2026 a) TUI Deutschland GmbH 0
Christian Baier
Member of the Management Board (CFO),
METRO AG
Dusseldorf
31.5.2022
2023
a) METRO Re AG
b) METRO Cash & Carry International
Holding GmbH, Austria
METRO Holding France S. A.
0
Andreas Barczewski
1
Aircraft Captain, TUIfly GmbH Grethem
(
OT Buechten)
10.5.2006 2026 a) TUIfly GmbH
4
0
Peter Bremme
1
Regional Head of the Special Service Division
of ver.di – Vereinte Dienstleistungsgewerkschaft
Hamburg 2.7.2014 2026 a) TÜV Nord AG 0
Dr Jutta A. Dönges Member of the Executive Board, Bundesrepublik
Deutschland – Finanzagentur GmbH (until October2022)
Frankfurt am Main 25.3.2021 2025 a) Commerzbank AG b) FMS Wertmanagement AöR
Rock Tech Lithium Inc.
0
Prof. DrEdgar Ernst Member of supervisory bodies in different companies Bonn 9.2.2011 2025 a) Metro AG
Vonovia
SE
4
0
Wolfgang Flintermann
1
Group Director Financial Accounting & Reporting, TUIAG Großburgwedel 13.6.2016 2026 a) Deutscher Reisepreis-
Sicherungsverein
VVaG
8,702
María Garaña Corces Vice President Professional Services, Europe,
Middle East and Africa, Adobe Inc.
Madrid 11.2.2020 2024 b) Alantra Partners S. A.
Unicaja S. A.
0
Stefan Heinemann
1
Technology Team Lead Airline Platform Services,
Airline
IT, TUI InfoTec GmbH
Nordstemmen 21.7.2020 2026 15,929
Janina Kugel
Supervisory Board Member & Senior Advisor
Munich
25.3.2021
2025
a) Pensions-Sicherungs-Verein
Versicherungsverein auf Gegenseitigkeit
b) Konecranes Plc.
Kyndryl Inc.
thinkproject Deutschland GmbH
0
Vladimir Lukin Lawyer San Giljan,
Republic of Malta
12.2.2014
5.6.2019
5
3.3.2022 0
Wenn hier Korrekturen kommen, an
Frederik Diehl weitergeben
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REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUIAG Supervisory Board
Name
Function / Occupation
Location
Initial
Appointments
Appointed until
AGM
Other Board Memberships
2
Number of
TUIAG shares
(direct and indirect)
2
Coline McConville
Member of supervisory bodies in different companies
London
11.12.2014
2024
b) 3i Group PLC
Fevertree Drinks
PLC
Travis Perkins
PLC
0
Alexey Mordashov
6
Chairman Board of Directors of PAO Severstal
6
Moscow
6
9.2.2016
2.3.2022
b) JSC ‘Severstal Management’
3, 6
JSC ‘Power Machines’ ³
Nord Gold
PLC
Lenta
IPJSC
3
7
Helena Murano Senior Advisor, Arcano Partners
Palma de Mallorca
31.5.2022 2023 0
Mark Muratovic
1
Chairman of Works Council, Tour Operator,
TUI Deutschland GmbH
Langenhagen 25.3.2021 2026 a) TUI Deutschland GmbH
MER – Pensionskasse V. V. a. G.
7,524
Carola Schwirn
1
Former Department Coordinator in the Transportation
Division of ver.di – Vereinte Dienstleistungsgewerkschaft
Berlin 1.8.2014 28.2.2022 a) Eurogate Geschäftsführungs-
GmbH & Co.
KGaA
0
Anette Strempel
1
Chairman of Works Council,
TUI Customer Operations GmbH
Hemmingen 2.1.2009 2026 12,918
Joan Trían Riu
Executive Board Member of Riu Hotels & Resorts
Palma de Mallorca
12.2.2019
2024
b) Ahungalla Resorts Ltd.
RIUSA II S. A.
Riu Hotels S. A.
0
Tanja Viehl
1
Lawyer (in-house lawyer),
Vereinigung Cockpit e. V.
Wölfersheim 25.3.2021 2026 0
Stefan Weinhofer
1
International Employee Relations Coordinator at TUIAG Vienna 9.2.2016 2026 b) TUI Austria Holding GmbH 0
1
Representative of the employees.
2
Information refers to 30September2022 or date of resignation from the Supervisory Board of TUIAG in financial year 2022.
3
Chairman.
4
Deputy Chairman.
5
New Appointment.
6
Due to sanctioning, all information on Mr Mordashov has been taken from the October 2021 questionnaire.
7
Information on shareholdings can be found on page105 of the Annual Report.
a) Membership in supervisory boards within the meaning of section 125 of the German Stock Corporation Act (AktG).
b) Membership in comparable German and non-German bodies of companies within the meaning of section 125 of the German Stock Corporation Act (AktG).
109
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REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUIAG Executive Board
Name Department Other Board Memberships Number of TUIAG shares
(direct and indirect)
1
Friedrich Joussen
(Age: 59)
Member of the Executive Board
since October2012
CEO since February2013
Joint-
CEO since December 2014
CEO from February2016 until September2022
Appointment until September2022
Chairman until September2022
a)
b) RIUSA II S. A.
2
1,263,306
Sebastian Ebel
(Age: 59)
Member of the Executive Board
since December 2014
CEO since October2022
Current appointment until September2025
CFO until September2022
CEO since October2022
a) BRW Beteiligungs AG
Compass Group Deutschland GmbH
Eves Information Technology
AG
2
b) RIUSA II S. A.
Sunwing Travel Group Inc.
TUI China
55,255
David Burling
(Age: 54)
Member of the Executive Board since June2015
Current appointment until May2026
CEO Markets & Airlines
a) TUI Deutschland GmbH
TUIfly GmbH
b) First Choice Holidays Ltd.
First Choice Holidays & Flights Ltd.
First Choice Olympic Ltd.
Sunwing Travel Group Inc.
TUI Canada Holdings Inc.
TUI Northern Europe Ltd.
TUI Nordic Holdings Sweden AB
TUI Travel Group Management Services Ltd.
TUI Travel Holdings Ltd.
TUI Travel Ltd.
TUI Travel Overseas Holdings Ltd.
44,803
110
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COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUIAG Executive Board
Name Department Other Board Memberships Number of TUIAG shares
(direct and indirect)
1
Peter Krueger
(Age: 46)
Member of the Executive Board
since January2021
Current appointment until December 2023
CSO
b) Old Court Management Limited
RIUSA II S. A.
Sunwing Travel Group Inc.
120,167
Sybille Reiss
(Age: 46)
Member of the Executive Board since July2021
Current appointment until June2024
CPO / Labour Director
a) TUI Deutschland GmbH
TUIfly GmbH
8,647
Frank Rosenberger
(Age: 54)
Member of the Executive Board
since January2017
Appointment October2022
CIO
a) Peakwork AG
13,743
Mathias Kiep – Member of the Executive Board from October2022, CFO.
1
Information refers to 30 September 2022 or date of resignation from the Excecutive Board in financial year 2022.
2
Chairman.
a) Membership in Supervisory Boards required by law within the meaning of section 125 of the German Stock Corporation Act (AktG).
b) Membership in comparable Boards of domestic and foreign companies within the meaning of section 125 of the German Stock Corporation Act (AktG).
111
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108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Statement on Corporate Governance
*
The actions of TUIAG´s management and oversight bodies are determined by the principles of good and
responsible corporate governance.
The Executive Board and the Supervisory Board discussed Corporate Governance issues in financial year 2022.
In this chapter, the Executive Board provides – also for the Supervisory Board – the report on Corporate
Governance in the Company pursuant to Principle 23 of the German Corporate Governance Code in the
version dated 28April2022 (
GCGC) and section 289a of the German Commercial Code (HGB) as well as
Disclosure and Transparency Rule (
DTR) 7.2 and Listing Rule (LR) 9.8.7R.
Declaration of Compliance pursuant to section 161 of the
German Stock Corporation Act (AktG)
As a stock corporation company under German law, TUIAG’s Executive Board and Supervisory Board are
obliged to submit a declaration of compliance with the
GCGC pursuant to section 161 of the German Stock
Corporation Act.
https://www.dcgk.de/en/code//foreword.html
WORDING OF THE DECLARATION OF COMPLIANCE FOR 2022
‘In accordance with section 161 of the German Stock Corporation Act, the Executive Board and Supervisory
Board hereby declare:
Since the last declaration of compliance was submitted in December 2021, the recommendations of the
German Corporate Governance Code in its applicable version have been and will be with the exception of
several Recommendations in Section G. I. 3. observed.
RECOMMENDATIONS FOR DETERMINING THE VARIABLE REMUNERATION COMPONENTS (SECTION G.I.3.)
In the framework of the stabilisation measures agreed with the Economic Stabilisation Fund, restrictions
were agreed for
TUIAG regarding the remuneration of Executive Board members. These restrictions lead to
the situation that the members of the Executive Board will not be granted and thus will not be constituted
variable or comparable remuneration during the stabilisation measures. In this respect, Recommendations
G.6 (Share of variable remuneration resulting from long-term and short-term targets), G.7 (Determination
of performance criteria for all variable remuneration components), G.9 sentence 1 (Determination of the
amount of variable remuneration to be granted) and G.11 sentence 1 (Consideration of extraordinary develop-
ments for variable remuneration) are void and as a precautionary measure, a deviation from these recom-
mendations is declared.’
Place of publication:
www.tuigroup.com/en-en/investors/corporate-governance
Declaration of Compliance pursuant to DTR 7.2 and LR 9.8.7R
As an overseas company with a premium listing on the London Stock Exchange, TUIAG’s Executive Board
and Supervisory Board are obliged pursuant to No. 7.2 DTR and LR 9.8.7R to make a statement on the
application of the UK Corporate Governance Code (UK CGC). Since the German Corporate Governance Code
also applies to
TUIAG as a stock corporation under German law, TUIAG had announced at the time of its
merger with
TUITravelPLC that it would also comply with the UK CGC to the extent practicable.
https://www.frc.org.uk/getattachment/88bd8c45-50ea-4841-95b0-d2f4f48069a2/2018-UK-Corporate-Governance-Code-FINAL.PDF
In many respects, the requirements of the GCGC and the UK CGC are similar. However, there are certain
aspects that are not compatible, which are explained below. Therefore, some deviations from Code require-
ments and best practice in the
UK have been necessary.
Under the German Stock Corporation Act, the legislation applicable to
TUIAG, a two-tier board system is
mandatory (see below section ‘Functioning of the Executive and Supervisory Board’ on page116). The two-
tier board structure is different to the
UK unitary board structure on which the UK CGC is based. Some of
the principles of composition and operation of the boards of a German stock corporation also differ from
those of a
UK company (for example, the function of a Company Secretary does not exist in the GCGC). For
this reason, the Executive Board and the Supervisory Board have set out below in which areas the
UK CGC
is not complied with and explained the reasons for the deviations. In addition, the Executive Board and the
Supervisory Board have also explained those instances where they consider
TUIAG not to be compliant with
the
UK CGC in the literal sense but where it lives up to the spirit and meaning of the respective regulation.
Sub-headings refer to sections of the
UK CGC for ease of reference for investors.
* As part of the combined Management Report.
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CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
WORDING OF THE UK CORPORATE GOVERNANCE STATEMENT 2022
‘Executive Board and Supervisory Board declare pursuant to DTR 7.2 and LR 9.8.7R:
Throughout the reporting period,
TUIAG has complied with the provisions of the UK Corporate Governance
Code in the version of July2018, including its main principles, except as set out and explained below. Further
information on compliance with the
UK Corporate Governance Code can be found in various parts of the
Annual Report.’
Place of publication:
www.tuigroup.com/en-en/investors/corporate-governance
DIALOGUE WITH SHAREHOLDERS (PROVISION 3)
It is still not widespread practice in German companies for committee chairs to make themselves available
for meetings with shareholders. The German Corporate Governance Code stipulates in the Suggestion A.3
that the Chairman of the Supervisory Board should be available – within reasonable limits – to discuss
Supervisory Board-related issues with investors.
The table below provides an overview of all appointments of the Executive Board with shareholders, in some
of which also employees of Investor Relations participated.
Dialogue with shareholders
Date Meeting Participants
December 2021 FY 2021 Results Presentaton (virtual) FJ, SE
virtual Roadshow UK FJ, SE
January2022
ODDO BHF Forum (virtual)
Commerzbank German Investment Seminar (virtual)
HCBS Leisure Virtual Speedmeet
virtual UniCredit / Kepler Cheuvreux 21st German Corporate Conference
FJ, SE
SE
SE
SE
February2022 Q1 2022 Results Presentation (virtual)
Annual General Meeting (virtual)
FJ, SE
FJ
, SE
March2022
May2022
June2022
August2022
September2022
UBS Best of Business Services, Industrials & Green Mobility,
Leisure & Transport Event (virtual)
Erste Bank E-Roadshow (virtual)
Barclays Leisure & Transport Conference (virtual)
SE
SE
SE
H1 2022 Results Presentation
virtual Roadshow London
virtual dbAccess Berlin Conference
virtual Roadshow Frankfurt
virtual Roadshow Paris
virtual Roadshow Zurich
Erste Consumer Conference, Warsaw (virtual)
European Goldman Sachs Business Services, Leisure & Transport Conference (London)
Q3 2022 Results Presentation (virtual)
Stifel 6th Transportation Conference (Frankfurt)
Berenberg & Goldman Sachs German Corporate Conference (Munich)
Bernstein Strategic Decision Conference (London)
FJ, SE
FJ
, SE
SE
FJ
, SE
SE
SE
SE
SE
FJ
, SE, MK
MK
MK
SE
, MK
Key: Friedrich Joussen (FJ), Sebastian Ebel (SE), Mathias Kiep (MK)
The Supervisory Board receives feedback from the Chairman and Executive Board members following meet-
ings with major shareholders or investors. Additionally, a monthly Investor Relations Report and event-driven
assessments of brokers are forwarded to the Executive Board and the Supervisory Board. They contain
updates on the share price development, analyses of the shareholder structure as well as purchases and
sales of shares and feedback and assessments from investors. The Executive Board and the Supervisory
Board consider that
TUIAG lives up to the spirit and meaning of the UK Code.
113
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108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
INDEPENDENCE OF SUPERVISORY BOARD MEMBERS (PROVISION 10)
Under the UK CGC, the Board must identify in the annual report each non-executive director it considers to
be ‘independent’ for the purposes of the UK Code. Based on the responsibilities assigned to the Supervisory
Board by the German Stock Corporation Act, the members of the Supervisory Board are considered to be
non-executive directors for the purposes of the
UK CGC. Under the UK CGC, persons are ‘independent’ if
they are independent in character and judgement and if there are no relationships or circumstances which
are likely to affect, or could appear to affect, their judgement.
TUIAG does not, however, extend its inde-
pendence disclosures to its 10 employee representatives on the Supervisory Board (for a detailed explanation
of shareholder and employee representatives and the underlying considerations, please see below).
The Supervisory Board has determined that seven of its nine shareholder representatives (the Chairman is
not taken into account according to the
UK CGC) are independent for the purposes of the UK CGC. The
shareholder representatives considered to be independent are: Ms Ingrid-Helen Arnold, Mr Christian Baier,
Prof. Dr Edgar Ernst, Ms María Garaña Corces, Ms Janina Kugel, Ms Coline McConville and Ms Helena Murano.
Additionally, the Chairman, Dr Dieter Zetsche, was independent on election in 2019 and is still considered
independent (Dr Dieter Zetsche also was independent when he was elected to the Supervisory Board in
February2018).
Prof. Dr Ernst has been a member of the Supervisory Board of
TUIAG since 9February2011. According to
the
UK CGC, it is an indication of a lack of independence if a member has been on the Supervisory Board for
more than nine years; according to the
GCGC, it is an indication of a lack of independence from the Executive
Board and the Company if a member has been on the Supervisory Board for more than twelve years. In view
of this, the shareholder representatives on the Supervisory Board have taken a close look at how they assess
Prof. Dr Ernst’s independence. In particular in view of Prof. Dr Ernst’s professional career, the shareholder
representatives have come to the conclusion that Prof. Dr Ernst – also taking into account his membership
on the Supervisory Board of
TUIAG of over eleven years – provides the necessary critical distance from the
Executive Board and the Company and therefore consider him to be independent. Prof. Dr Ernst has exhibited
his critical distance from the Executive Board and the Company in the past, especially in his position as
Chairman of the Audit Committee.
The Supervisory Board members currently qualified as non-independent under the
UK CGC are Dr Jutta
Dönges, and Mr Joan Trían Riu. Mr Vladimir Lukin and Mr Alexey Mordashov were also qualified as non-
independent. Mr Mordashov was a member of the Supervisory Board until 2March2022 and Mr Lukin until
3March2022. Ms Murano and Mr Baier, who were appointed to the Supervisory Board by the court to fill
the vacancies, are qualified as independent.
In reaching its determination, the Supervisory Board has considered, in particular, the factors set out below.
SHAREHOLDER AND EMPLOYEE REPRESENTATIVES
The Supervisory Board of TUIAG consists of ten members who are elected by shareholders at AGM (the
‘Shareholder Representatives’) and ten members who represent the employees of
TUIAG (the ‘Employee
Representatives’). This differs from
UK practice where only those board members representing major share-
holders are typically referred to as ‘Shareholder Representatives’ and are not considered as independent
under the
UK CGC because of their link to a significant shareholder.
At
TUIAG, Mr Joan Trían Riu (Riu Hotels S. A., approx. 2.2 % of the voting rights as of 30September2022)
is linked to a major shareholder. Dr Jutta Dönges is Managing Director of the Finance Agency GmbH of the
Federal Republic of Germany until 31October2022. On 4January2021,
TUIAG entered into Framework
Agreement with the Economic Stabilisation Fund (WSF) represented by Finance Agency GmbH regarding
the WSF's entry into the silent participations and the further measures under the stabilisation package.
Dr Dönges was nominated by the WSF for membership of the Supervisory Board of TUIAG. Therefore,
neither Dr Dönges, nor Mr Trían Riu are considered independent for the purposes of the UK CGC.
Mr Alexey Mordashov controlled Unifirm Ltd., which held approx. 34 % of shares in TUIAG until shortly
before he left the Supervisory Board at the beginning of March2022. Mr Vladimir Lukin acted as advisor to
the
CEO of OOO Severgroup until his resignation at the beginning of March2022. As a result, he was associ-
ated with Mr Mordashov. Mr Mordashov and Mr Lukin were thereby qualified as non-independent.
On 15 December 2020,
TUIAG and Unifirm Ltd. entered into a Relationship Agreement which has been in
effect since Unifirm Ltd. holds 30 % or more of the shares in the company and is therefore deemed to be a
controlling shareholder within the meaning of
LR Appendix 1. The main purpose of the Relationship Agree-
ment is to ensure that the company and its subsidiaries are able to conduct their business independently. In
this context, pursuant to
LR 9.8.4 (14), the Executive Board and the Supervisory Board declare that TUIAG
complies with the requirements of the Listing Rules with regard to the controlling shareholder and that, as
far as TUIAG is aware, Unifirm Ltd. both complies with these requirements itself and ensures that its
affiliates comply with them.
Seven of the ten employee representatives of the Supervisory Board are elected by the employees of
TUI
Group entitled to vote. Three employee representatives are nominated by a German trade union.
Under the
UK CGC, directors who are or have been employees of the Group in the last five years or who
participate in the Group’s pension arrangements would generally not be considered independent. In the
UK,
directors with an employment relationship are normally current or former executives. By contrast, under
German law, employee representatives of the Supervisory Board must be employees of the Group, and must
be elected by the employees without any involvement of the Executive or Supervisory Boards. Furthermore,
the employment contract of employee representatives may only be terminated in exceptional cases.
The employee representatives may also participate in Group pension schemes as is normal for employees
and in their capacity as employees.
114
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COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Trade union representatives are nominated, and employed by the trade union but are still classified as em-
ployee representatives. They can only be removed from the Supervisory Board by their respective union and
neither the Executive nor the Supervisory Board has any role in their appointment or removal.
HALF THE BOARD SHOULD BE INDEPENDENT NON-EXECUTIVE DIRECTORS (PROVISION 11)
As mentioned above, TUIAG's Supervisory Board consists of ten employee and ten shareholder represen-
tatives. As the employee representatives are not considered independent under the UK CGC, TUIAG's Super-
visory Board comprises seven (excluding the Chairman of the Supervisory Board) independent shareholder
representatives.
IDENTIFICATION OF SENIOR INDEPENDENT DIRECTOR (PROVISION 12)
Under German law and the GCGC, there is no concept of a ‘Senior Independent Director’. Instead, share-
holders may raise any issues at the Annual General Meeting (AGM). In this forum, the Executive Board and
the Chairman of the Supervisory Board are available to address any issues and are legally obliged to provide
adequate responses.
Outside the AGM, shareholders may approach the Executive Board, in particular the CEO or the CFO, or,
for topics relating to Supervisory Board matters, the Chairman of the Supervisory Board or his Deputy.
Mr Frank Jakobi, as employee representative, is Deputy Chairman of the Supervisory Board in accordance
with the German Co-Determination Act.
DIVISION OF RESPONSIBILITIES – CHAIRMAN & CHIEF EXECUTIVE (PROVISION 14)
The separation of the roles of the Chairman of the Supervisory Board (Dr Dieter Zetsche) and the CEO
(Mr Friedrich Joussen) is clearly defined under German law as part of the two-tier board structure. There-
fore, no further division of their responsibilities as well as responsibilities of the Executive Board and the
Supervisory Board is required or even possible. In addition, the division of responsibilities within the
Execu-
tive Board and the Supervisory Board as well as its committees also results directly from legislation and the
respective terms of reference. Therefore, the Executive Board and the Supervisory Board consider that
TUIAG lives up to the spirit and meaning of the UK CGC.
ADVICE AND SERVICE OF THE COMPANY SECRETARY (PROVISION 16)
There is no specific role of Company Secretary in German companies. However, Executive and Supervisory
Board members have access to the Board Office of
TUIAG if they need any advice on all governance matters
or other services. The Board Office acts as an interface in corporate matters for the Executive and Super-
visory Board members and is responsible for ensuring that the requisite processes and procedures are in
place governing all Executive and Supervisory Board meetings (i. e. preparation of agendas, minuting of
meetings and ensuring compliance with German and
UK law, as appropriate, and with recommendations for
corporate governance). The Board Office also supports the Chairman of the Supervisory Board, the
CEO, the
CFO and the Chairmen of the Audit and the Strategy Committees. Executive and Supervisory Board mem-
bers also have access to legal advice via the Group Director Legal, Compliance & Board Office and via the
Board Office. The Supervisory Board can also approach the Executive Board directly for specific advice on
any matters. Accordingly, the Executive Board and the Supervisory Board consider that
TUIAG lives up to
the spirit and meaning of the
UK CGC.
NOMINATION COMMITTEE – COMPOSITION AND RESPONSIBILITIES (PROVISION 17)
The role of the Nomination Committee in a typical UK company is fulfilled in TUIAG by two Committees of
the Supervisory Board:
Under the Terms of Reference for the Supervisory Board and its Committees (which are equivalent to the
Terms of Reference of a British corporation) the Nomination Committee considers and proposes suitable
candidates as shareholder representatives to the Supervisory Board for its election proposals to the
AGM.
The Presiding Committee determines the requirements and remuneration for any new appointments to the
Executive Board and recommends suitable candidates to the Supervisory Board. On that basis, the Super-
visory Board appoints Executive Board members. This approach is different from the
UK where all director
appointments are approved by shareholders at the
AGM. Succession planning for management levels below
Executive Board is carried out by the Executive Board.
However, as is common practice in Germany, at each
AGM shareholders are asked to decide whether they
approve the actions of the Executive Board and Supervisory Board members during the past financial year.
Since the
AGM 2015, in the light of UK practice, TUIAG has changed its procedure to allow a separate vote
on each individual Executive Board and Supervisory Board member, as it is customary in the
UK.
TUIAG intends to continue this practice. Accordingly, the Supervisory Board considers that TUIAG lives up
to the spirit and meaning of the
UK CGC to the extent practicable.
The Nomination Committee consists of Prof. Dr Ernst, Dr Zetsche as Committee Chairman and Dr Dönges,
who is considered as a dependent.
ANNUAL RE-ELECTION BY SHAREHOLDERS AT THE AGM (PROVISION 18)
None of the Executive or Supervisory Board members is re-elected annually. However, as noted above, in
light of the
UK CGC and UK best practice, TUIAG voluntarily puts individual resolutions approving the actions
of each Executive and Supervisory Board member to the
AGM resolving on the annual financial statements
for the previous year.
TUIAG intends to continue this practice.
The end of appointment periods for Supervisory Board members are disclosed in the table from page108.
Current curricula vitae of all Executive and Supervisory Board members are published at www.tuigroup.com/en-en/investors/
corporate-governance/management.
115
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
BOARD PERFORMANCE EVALUATION (PRINCIPLE L AND PROVISION 21)
The performance of each individual Executive Board member is evaluated annually by the Supervisory
Board for the annual performance-based remuneration. In this context, the Supervisory Board also reviews
the individual member’s overall performance as part of the Executive Board. However, no external perform-
ance evaluation is done for the Executive Board.
The efficiency of the Supervisory Board is reviewed regularly, but not annually. Each Supervisory Board
member can give feedback to the Chairman, the Deputy Chairman or the Supervisory Board as a whole as
and when appropriate or required.
The last self-assessment was conducted internally at the end of September2020. For this purpose, a ques-
tionnaire was distributed to all members, in which they could give their assessment of the effectiveness of
the working methods of the Supervisory Board and its committees. The Presiding Committee and the Super-
visory Board have subsequently dealt with the results and derived measures from them. These primarily
concerned the work of the Supervisory Board, the organisation of the meetings and the main topics that the
Supervisory Board dealt with in more detail. The next self-assessment is planned for 2023.
NOMINATION COMMITTEE – SECTION IN THE ANNUAL REPORT (PROVISION 23)
For the activities of the Nomination Committee, see page16 which is part of the Chairman’s letter to share-
holders. The succession planning approach is outlined on page121. The policy on diversity and inclusion can
be found on page90. For evaluation of the performance of the Board, see above.
COMPOSITION OF THE AUDIT COMMITTEE (PROVISION 24)
Neither German law nor the German Corporate Governance Code stipulates that the Chairman of the
Supervisory Board should not be a member of the Audit Committee and that the Audit Committee may only
consist of independent members. The Audit Committee consists of Dr Zetsche as Chairman of the Super-
vi
sory Board and Dr Dönges, who is not considered to be independent. (Until 3March2022, a member of
the Audit Committee was Mr Lukin, who was also considered to be a dependent).
TUIAG therefore does not
fully meet the requirements of the
UK CGC, but is of the opinion that the current composition of the Audit
Committee ensures reliable work based on experience.
FAIR, BALANCED AND UNDERSTANDABLE ANNUAL REPORT & ACCOUNTS (PROVISION 27)
In a German stock corporation the Executive Board is responsible for drafting the Annual Report & Accounts
(
ARA). According to section 243 (2) of the German Commercial Act (HGB) the ARA must be clearly arranged
and should present a realistic picture of the Company’s economic situation. This is equivalent to the
UK Code
requirement for the
ARA to be fair, balanced and understandable. Although this assessment has not been
delegated to the Audit Committee, the Executive Board is convinced that this ARA satisfies both requirements.
ESTABLISHED AND OPERATION OF REMUNERATION COMMITTEE (PROVISION 32, 34 AND 41)
In the German governance structure there is no separate Remuneration Committee. The remuneration of
the Executive Board is under involvement of the employee representatives monitored and agreed by the
Supervisory Board based on recommendations from the Presiding Committee, which is governed by the
Supervisory Board Terms of Reference.
The remuneration of the members of the Supervisory Board and the members of the Supervisory Board
Committees is governed by the Articles of Association as resolved on by the shareholders at the
AGM.
See the Directors’ Remuneration Report from page132 for full details on Executive and Supervisory Board
member´s remuneration.
POLICY FOR POST-EMPLOYMENT SHAREHOLDING REQUIREMENTS (PROVISION 36)
Neither German law nor the German Corporate Governance Code requires the company to implement a
policy for post-employment shareholding requirements. According to the remuneration system approved by
the Annual General Meeting in 2021, no policy is provided for post-employment shareholding requirements.
NOTICE PERIODS FOR EXECUTIVE DIRECTORS (PROVISION 39)
In accordance with the customary practice in Germany members of the Executive Board are generally
appointed for a term of three to five years. This is not yet fully in line with the UK CGC recommendation that
notice periods or contract terms should be set at one year or less. However, the contracts include maximum
limits on the amounts payable on termination.
See Remuneration Report from page132.
Further information on Corporate Governance
FUNCTIONING OF THE EXECUTIVE AND SUPERVISORY BOARDS
TUIAG is a company under German law. One of the fundamental principles of German stock corporation law
is the dual management system involving two bodies, the Executive Board in charge of managing the
company and the Supervisory Board in charge of monitoring the company.
TUIAG’s Executive Board and
Supervisory Board cooperate closely and in a spirit of trust in managing and overseeing the Company, with
strict separation between the two bodies in terms of their membership and competences. Both bodies are
obliged to ensure the continued existence of the Company and sustainable creation of added value in
harmony with the principles of the social market economy.
116
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUIAG’s Executive Board comprised six members as at the closing date 30September2022. The Executive
Board is responsible for managing the Company’s business operations in the interests of the Company. The
Executive Board works on the basis of terms of reference issued by the Supervisory Board. The allocation
of functions and responsibilities to individual Board members is presented in a separate section.
For functions, see tables ‘Supervisory Board and Executive Board’ on page108 et seq.
In accordance with the law and the Articles of Association, the Supervisory Board had 20 members at the
balance sheet date, i. e. 30September2022. As the oversight body, the Supervisory Board provided on-going
advice and supervision for the Executive Board in managing the Company in financial year 2022, as required
by the law, the Articles of Association and its own Terms of Reference. The Supervisory Board is involved in
strategic and planning decisions and all decisions of fundamental importance to the Company. When the
Executive Board takes decisions on major transactions, such as the annual budget, major acquisitions or
divestments, it is required by its terms of reference to seek the approval of the Supervisory Board. The
Chairman of the Supervisory Board coordinates the work in the Supervisory Board, chairs its meetings and
represents the concerns of the body externally. The Supervisory Board and the Audit Committee have
adopted terms of
reference for their own work. The Terms of Reference of the Supervisory Board are available
on the company's
website.
For further details, please refer to the Report of the Supervisory Board on page11.
TUIAG has taken out a D&O insurance policy for all members of the Executive Board and Supervisory Board,
providing for a deductible for Executive Board members in accordance with the statutory requirements of
the German Stock Corporation Act. The deductible amounts to 10 % of the loss up to the amount of one and
a half times the fixed annual compensation.
COMPETENCE PROFILE AND THE QUALIFICATION MATRIX OF THE SUPERVISORY BOARD
TUIAG falls within the scope of the German Industrial Co-Determination Act (MitbestG). The Supervisory
Board is therefore composed of an equal number of shareholder representatives and employee represen-
tatives. Employee representatives within the meaning of the Act include a senior manager (section 5 (3) of
the German Works Constitution Act) and three trade union representatives. In financial year 2022, the
Supervisory
Board updated its competence profile for the composition of the entire body. The competence
profile of the Supervisory Board is published at https://www.tuigroup.com/en-en/investors/corporate-
governance/management.
QUALIFICATION MATRIX OF THE SUPERVISORY BOARD
Gender quote and average age of Supervisory Board members of TUI AG
(
30 SEP 2022
)
in %
55
male
45
female
%
Average age of Supervisory
Board member
52
years
Duration of appointment of TUI AG
(
30 SEP 2022
)
Number of members
12
0 – 4
years
3
over 12
years
4
5 – 8
years
1
9 – 12
years
20
*
* Total number of Supervisory Board members of TUIAG.
117
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
13
18
14
10
16
13
13
20
Qualification matrix of Supervisory Board members of TUI AG
(
30 SEP 2022
)
Number of members
Tourism
Strategy development, strategy
implementation,
IT & digitalisation
Accounting, auditing,
sustainability reporting
*
Capital market
Risk management,
IKS, compliance
Human resources
Sustainability & Corporate Governance
Integrity, motivation & engagement
20155 100
*
For further information on the accounting and auditing expertise of the members of the Audit Committee, please refer to the page118ff.
MEMBERS OF TUIAG'S AUDIT COMMITTEE WITH EXPERTISE IN ACCOUNTING AND AUDITING
(RECOMMENDATION D.3 OF THE GCGC)
Prof. Dr Edgar Ernst has, among other things, expertise in the field of accounting and in the field of auditing
due to his activities as Chief Financial Officer of Deutsche Post
AG, as President of the German Financial
Reporting Enforcement Panel and due to his memberships in domestic supervisory boards. Further information,
in particular on his activities in these areas, can be found in his curriculum vitae on the Company's website.
https://www.tuigroup.com/damfiles/default/tuigroup-15/en/about-us/management/lebenslaufe-en-neu/aufsichtsrat-en-neu/
Ernst_
SB_Curriculum-Vitae_01.11.2022.pdf-65dfaa50eba2f947f3e116dd2b789ad7.pdf
His expertise in the field of accounting also includes, in particular, knowledge and experience in the application
of accounting principles and internal control and risk management systems.
His expertise in the field of auditing also includes, in particular, knowledge and experience in auditing of
financial statements. Accounting and auditing also include sustainability reporting and its auditing.
With regard to the Chairman of the Audit Committee, Prof. Dr Edgar Ernst, the Supervisory Board is of the
opinion that he is independent from the Company and the Executive Board (for the independence of the
other members of the Audit Committee, see page114).
Mr Christian Baier has expertise in the field of accounting and in the field of auditing due to his professional
career and in particular due to his function as Chief Financial Officer of Metro AG. Further information, in
particular on his activities in these areas, can be found in his curriculum vitae on the Company's website.
https://www.tuigroup.com/damfiles/default/tuigroup-15/en/about-us/management/lebenslaufe-en-neu/aufsichtsrat-en-neu/
Baier_
SB_Curriculum-Vitae_01.11.2022.pdf-bb2ef35e7ef0d79a7fb752c983c9d846.pdf
His expertise in the field of accounting also includes, in particular, knowledge and experience in the application
of accounting principles and internal control and risk management systems. His expertise in the field of
auditing also includes, in particular, knowledge and experience in the auditing of financial statements.
Since Metro AG has also been publishing a non-financial statement for several years, which is prepared
taking into account the Global Reporting Initiative (GRI) standards on sustainability reporting and the
UN Global Compact, his expertise in the field of auditing also includes sustainability reporting and its audit.
Objectives of Supervisory Board members of TUI AG
(
30 SEP 2022
)
Number of members
Independent shareholder representatives
Members with international experience
“overboarded” members
*
20155 100
* Within the meaning of recommendation C.4 of GCGC.
8
17
0
118
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Dr Jutta Dönges has expertise in the field of accounting and in the field of auditing due to her professional
career and in particular because of her function as managing director of the Federal Republic of Germany –
Finance Agency GmbH (until 31October2022) as well as due to her several years of membership in domestic
supervisory boards. Further information, in particular on her activities in these areas, can be found in her
curriculum vitae on the Company's website.
https://www.tuigroup.com/damfiles/default/tuigroup-15/en/about-us/management/lebenslaufe-en-neu/aufsichtsrat-en-neu/
Doenges_
SB_Curriculum-Vitae_01.11.2022.pdf-cc7134463ced21fb559b0dbd362958be.pdf
Her expertise in the field of accounting also includes, in particular, knowledge and experience in the application
of accounting principles and internal control and risk management systems. Her expertise in the field of
auditing includes, in particular, knowledge and experience in the auditing of financial statements. This includes
sustainability reporting and its audit, whereby this is oriented, among other things, to the standards of the
Global Reporting Initiative (
GRI).
TRAINING AND PROFESSIONAL DEVELOPMENT MEASURES
The members of the Supervisory Board take responsibility for undertaking any training or professional
development measures necessary to fulfil their duties, for example on issues of corporate governance or
changes in the legal framework and they receive support in this respect from the company. The company
regularly informs its members about current changes in the legislation as well as about relevant topics relating
to the company. New members of the Supervisory Board are given the opportunity to be introduced in detail
to key issues of the Supervisory Board as part of the onboarding programme. In addition, they have meetings
with members of the Executive Board in order to receive further information on their respective areas of
responsibility.
CONFLICTS OF INTEREST
Executive and Supervisory Board members are bound to observe the TUIAG’s best interests. In addition,
Executive Board members are subject to comprehensive non-compete clauses throughout the duration of
their appointment. In the completed financial year 2022, there were no conflicts of interest requiring
disclosure to the Chairmen of the Supervisory Board or the Executive Board. None of the Executive Board
or Supervisory Board members has a board role or a consultancy contract with one of
TUI’s competitors.
In accordance with the Framework Agreement that the Company entered into with the
WSF dated 4Janu-
ary2021, the
WSF was involved in the selection of the candidates Dr Jutta Dönges and Ms Janina Kugel for
the Supervisory Board as the Framework Agreement provides for the obligation of the Executive Board and
the Supervisory Board, to the extent legally permissible, to endeavour to procure that two persons nominated
by the
WSF will become members of the Supervisory Board. Other than that, no current member of the
Executive Board has been appointed, and no member of the Supervisory Board has been elected, pursuant
to any arrangement or understanding with major shareholders, customers, suppliers or others. There are no
family relationships between any current members of the Executive Board or Supervisory Board.
SPECIFICATIONS PURSUANT TO SECTIONS 76 (3A) AND (4), 111 (5) OF THE
GERMAN STOCK CORPORATION ACT
45 % of the Supervisory Board members were women and 55 % were men at the balance sheet date. The
Supervisory Board was therefore compliant with section 96 (2) sentence 1 of the German Stock Corporation Act.
Neither the shareholder nor the employee representatives of the Supervisory Board have objected with
regard to overall compliance in accordance with section 96 (2) sentence 2 of the German Stock Corporation
Act.
By resolution of 15September2020, the Supervisory Board extended the target of one woman on the
Executive Board until 30September2023 in accordance with section 111 para. 5 AktG. In August2021, the
Second Management Positions Act – FüPoG
II – came into force. According to this law, at least one woman
and at least one man must be a member of the Executive Board of a listed company with equal co-determin-
ation and with more than three members on the Executive Board. The company has already complied with
this requirement in the reporting period with the membership of Ms Sybille Reiss.
The Executive Board resolved, in line with section 76 (4) of the German Stock Corporation Act, that women
should account for 25 % of executives at the level immediately below the Executive Board and 30 % at the
second level below the Executive Board. Both targets should be reached by 30September2023. For this
reason,
TUIAG has implemented various measures aimed at increasing the proportion of women on a long-
term and sustainable basis over the past years. This includes, among other things, the promotion of women
in talent programmes and specifically addressing them in the recruitment process. In addition, at least one
female should be on the shortlist in the recruitment process for positions in the Senior Leadership Team.
Despite all the measures taken, the suitability and qualification of candidates for filling vacant positions are
still of primary importance. With the proportion of women of 21 % at the first management level below
the Executive Board, we are approaching our target of 25 %. At the second management level below the
Executive Board, the proportion of women has remained stable at 24 %.
SHAREHOLDERS AND ANNUAL GENERAL MEETING
TUIAG shareholders exercise their co-determination and monitoring rights at the Annual General Meeting,
which takes place at least once a year. The AGM takes decisions on all statutory matters, and these are binding
on all shareholders and the Company. For voting on resolutions, each share confers one vote.
All shareholders registering in due time are entitled to participate in the Annual General Meeting. Shareholders
who are not able to attend the AGM in person are entitled to have their voting rights exercised by a share-
holder association, one of the representatives provided by
TUIAG and acting on the shareholders’ behalf in
accordance with their instructions, or some other proxy of their own choosing. Shareholders also have the
opportunity of authorising the representative provided by
TUIAG via the web or by postal vote in the run-up
to the
AGM. Shareholders can, moreover, register for electronic dispatch of the AGM documents.
The invitation to the
AGM and the reports and information required for voting are published in accordance
with the provisions of the German Stock Corporation Act and provided in German and English on
TUIAG’s
website. During the
AGM, the presentations by the Chairman of the Supervisory Board and the Executive
Board members can be followed live over the Internet.
119
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
STATEMENT PURSUANT TO PROVISION 4 UK CGC
At the Annual General Meeting of TUIAG on 8February2022, no resolution received 20 % or more against
votes.
At the Annual General Meeting of TUIAG on 25March2021 the resolution approving the re-election of
Mr Alexey Mordashov to the Supervisory Board of the Company (Resolution 8.4) received 75.61 % votes in
favour and 24.39 % votes against (with 0.67 % of votes withheld and so not counted). As more than 20 % of
the votes cast were against the resolution the Company has sought to understand the reasons for this, as
required by the
UK CGC. The Company subsequently issued a statement, the original version of which can
be accessed via the following link.
https://www.tuigroup.com/en-en/investors/agm/agm-2021-post-AGM/other-documents
RISK MANAGEMENT
Good corporate governance entails the responsible handling of commercial risks. The Executive Board of
TUIAG and the management of the TUI Group have comprehensive general and company-specific reporting
and monitoring systems available to identify, assess and manage these risks. These systems are continually
developed, adjusted to match changes in overall conditions and reviewed by the auditors. The Executive
Board regularly informs the Supervisory Board about existing risks and changes to these risks. The Audit
Committee deals in particular with monitoring the accounting process, including reporting, the effectiveness
of the internal control and risk management systems and the internal auditing system, compliance and audit
of the annual financial statements. The chairman of the Audit Committee reports to the Supervisory Board
on the work of the committee at the next Supervisory Board meeting at the latest.
More detailed information about risk management in the
TUI Group is presented in the Risk Report. It also
contains the report on the accounting-related internal control and risk management system required in
accordance with the German Commercial Code (sections 289 (5), 315 (2) no. 5 HGB).
Risk Report see page34.
TRANSPARENCY
TUI provides immediate, regular and up-to-date information about the Group’s economic situation and new
developments to capital market participants and the interested public. The Annual Report and the Interim
Reports are published within the applicable timeframes. The Company publishes press releases and ad hoc
announcements, if required, on topical events and any new developments. Moreover, the company website
at https://www.tuigroup.com/en-en provides comprehensive information on
TUI Group and the TUI share.
The scheduled dates for the principal regular events and publications – such as the
AGM, Annual Report and
Interim Reports – are set out in a financial calendar. The calendar is published well in advance and made
permanently accessible to the public on
TUIAG’s website.
DIRECTORS’ DEALINGS
The Company was informed by Mr David Burling, Mr Sebastian Ebel, Mr Stefan Heinemann, Mr Friedrich
Joussen, Mr Peter Krueger, Mr Alexey Mordashov (via Unifirm Limited and Severgroup
LLC), Ms Sybille Reiss,
Mr Frank Rosenberger, Ms Anette Strempel und Dr Dieter Zetsche of notifiable purchase and sale transactions
of
TUIAG shares or related financial instruments by directors (directors’ dealings or managers’ transactions)
concerning financial year 2022. Details are provided on the Company’s website.
Purchase and sales transactions by members of the boards are governed by the Group Manual Share
Dealings by Restricted Persons, approved by the Executive Board and the Supervisory Board, alongside
corresponding statutory provisions. The Group Manual Share Dealings by Restricted Persons stipulates
above all an obligation to receive a clearance to deal for transactions with
TUIAG’s financial instruments.
ACCOUNTING AND AUDITING
TUIAG prepares its consolidated financial statements and consolidated interim financial statements in
accordance with the provisions of the International Financial Reporting Standards (IFRS) as applicable in the
European Union. The statutory annual financial statements of
TUIAG, which form the basis for the dividend
payment, are prepared in accordance with the German Commercial Code (
HGB). The consolidated financial
statements are prepared by the Executive Board, audited by the auditors and approved by the Supervisory
Board. The interim report is discussed between the Audit Committee and the Executive Board prior to
publication. The consolidated financial statements and the financial statements of TUIAG were audited by
Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover, the auditors elected by the 2022 Annual General
Meeting. The audit was based on German auditing rules, taking account of the generally accepted auditing
standards issued by the German Auditors’ Institute as well as the International Standards on Auditing. It also
covered the risk detection system. A review pursuant to Listing Rule 9.8.10 R (1) and (2) was carried out.
See audit opinion by the auditors on page260.
The condensed consolidated interim financial statement and management report as of 31March2022 was
reviewed by the auditors. In addition, a contractual agreement was concluded with the auditors to the effect
that the auditors will immediately inform the Supervisory Board or the Audit Committee about all findings
and issues of importance for its tasks which come to the knowledge of the auditors during the performance
of the audit. Furthermore, it was agreed with the auditors that they inform the Supervisory Board or the
Audit Committee and note in the audit report if during the performance of the audit, any facts were identi-
fied that indicate an inaccuracy in the Declaration of Compliance regarding the recommendations of the
GCGC issued by the Executive Board and Supervisory Board. There were no grounds to provide such infor-
mation in the framework of the audit of financial year 2022.
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ENGAGEMENT WITH OUR STAKEHOLDERS
Under the UK CGC, TUIAG is required to provide information on how it complies with the requirements of
section 172 of the Companies Act 2006, including how it takes into account the interests of key stakeholders
in discussions and decisions.
The Company considers key stakeholders to be customers, employees, shareholders and other financial
stakeholders, suppliers and Non-governmental organisations.
Further details on how the company engages with particular stakeholders can be found on the following
pages of this Annual Report:
• Customers – see page95
• Employees – see page87
• Shareholders and other financial stakeholders – see pages103 and162
• Suppliers – see pages 30 and 81
• Non-governmental organisations – see page86
Diversity concepts for the composition of the Executive Board and Supervisory Boards
DIVERSITY CONCEPT FOR THE COMPOSITION OF THE EXECUTIVE BOARD
The diversity concept for the composition of the Executive Board takes into account the following diversity
aspects:
(a) Age:
As a rule, the employment contracts of members of the Executive Board end once the standard retire-
ment age for statutory retirement insurance has been reached (currently 67);
(b) Gender:
The Executive Board should include one woman;
(c) Educational / professional background:
The necessity for a variety of educational and professional backgrounds already arises from the obligation
to manage the company in accordance with the law, the company’s articles of association and its terms
of reference. In addition, the Executive Board as a whole, through its individual members, should possess
the following essential background qualities:
• management experience, some of which ideally has been acquired abroad, and intercultural compe-
tence for successful management and motivation of global teams;
• in-depth practical experience in stakeholder dialogue (i. e. with managers and employees, including
their representative bodies, with shareholders and the public);
• experience in
IT management and an understanding of digitalisation of vertically integrated value
chains;
•
profound experience in value-driven, KPI-based strategy development and implementation and corporate
governance;
•
profound knowledge of the intricacies and requirements of the capital market (shareholder management);
• knowledge of accounting and financial management (controlling, financing);
• in-depth understanding of and experience with change management.
GOALS OF THE DIVERSITY CONCEPT FOR THE COMPOSITION OF THE EXECUTIVE BOARD
The standard retirement age on the one hand enables incumbent members of the Executive Board to
contribute their professional and life experience for the good of the company for as long a time as possible.
On the other hand, adherence to the standard retirement age is intended to promote regular rejuvenation
of the board.
Inclusion of both genders in Executive Board work is on the one hand an expression of the conviction of the
Supervisory Board that mixed-gender teams lead to the same or better outcomes as teams with representation
from only one gender. But it is also the logical continuation of the gender diversity measures implemented
by the Executive Board within the wider company, which aim to increase the proportion of women in leader-
ship roles. These measures are only to be applied and implemented in a credible manner if the Executive
Board does not consist solely of male members (‘proof of concept’).
A variety of professional and educational backgrounds is necessary on the one hand to properly address the
tasks and obligations of the law, the company’s articles of association and its terms of reference. In addition,
it is the view of the Supervisory Board that they are a guarantee of ensuring diverse perspectives on the
challenges and associated approaches to overcoming them that are faced in the day-to-day work of the
company. International management experience is of particular importance. Without such skill and experi-
ence with integrating, leading and motivating global teams, it is impossible to take into consideration the
different cultural backgrounds of managerial staff and the workforce as a whole.
LONG
-
TERM SUCCESSION PLANNING FOR THE EXECUTIVE BOARD
A key aspect of applying the diversity concept to the composition of the Executive Board is inclusion of the
Supervisory Board within the corporate organisation, as is prescribed by law, the company’s articles of
association and its terms of reference. This ensures the Supervisory Board is familiar with the strategic,
economic and actual situation of the company.
In its role as overseer of the management of the Executive Board, the Supervisory Board of
TUIAG makes
decisions on the allocation of business responsibilities within the Executive Board, appointments to the
Executive Board and thus also workforce and succession planning within the Executive Board in line with
recommendation B.2 of the GCGC. As part of that workforce and succession planning, the Presiding Committee
or the Supervisory Board itself regularly meets with the Executive Board or its members to discuss suitable
internal succession candidates for Executive Board positions (short-term, medium-term and long-term
scenarios). The contract terms and renewal options for current Executive Board members are discussed, as
well as possible successors. As part of these Supervisory Board and Committee meetings, or in preparation
for them, members of the Supervisory Board have the opportunity to meet up with so-called high potentials
within the Group in a professional and personal setting. The Presiding Committee and Supervisory Board
make their own deliberations about these matters and also discuss them in the absence of the Executive
Board. This includes evaluation and possible inclusion of external candidates for Executive Board positions
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in the selection process. In all of these deliberations, the above-mentioned diversity aspects of Executive
Board appointments play a part in the decision-making of the Supervisory Board. Long-term succession
planning is primarily oriented towards the corporate strategy and takes into account the diversity concept
defined by the Supervisory Board. The Supervisory Board also asks the Executive Board to report on
current progress and implementation of family-friendly concepts and concrete measures for promotion of
women (e. g. at least one woman on the final shortlist for any new or replacement appointments to roles
within the senior leadership team).
RESULTS ACHIEVED IN FINANCIAL YEAR 2022
With effect from 1October2022, Mr Sebastian Ebel was appointed to succeed Mr Friedrich Joussen as
Chairman of the Executive Board of
TUIAG. In this connection, Mr Mathias Kiep was appointed as a member
of the Executive Board as successor to Mr Ebel with effect from 1October2022. Mr Kiep will take over the
Finance Ressort. In addition, the appointment of Mr David Burling was extended until 30May2026 by a
corresponding resolution of the Supervisory Board. In the opinion of the Supervisory Board, Mr Ebel,
Mr Kiep and Mr Burling contribute to the diversity of the Executive Board through their professional careers,
their wide-ranging international experience and respective professional backgrounds.
The current composition of the Executive Board meets all the requirements of the diversity concept. The
Executive Board members cover a comprehensive range of knowledge and experience as well as educational
and professional backgrounds and have international experience. In addition, with Ms Sybille Reiss as a
member of the Executive Board, the target set by the Supervisory Board that at least one woman should be
a member of the Executive Board was met in the reporting period. Different age groups are represented on
the Executive Board. More information on all members of the Executive Board can be found in the
CVs on
the Company's website and in the communication on the occasion of the appointment decisions of the
Super visory Board.
The reappointments of Mr Ebel and Mr Burling with simultaneous cancellation of their current appointments
took place before the end of one year prior to the end of the respective appointment terms. According to
recommendation B.4 of the
GCGC, this is permitted if special circumstances apply. This requirement was met
because, in view of the challenging economic times,
TUIAG had a particular interest in securing the services
of Mr Ebel and Mr Burling as members of the Executive Board in the long term.
DIVERSITY CONCEPT FOR THE COMPOSITION OF THE SUPERVISORY BOARD
The Supervisory Board revised and updated objectives for its composition in addition to the competence
profile in the 2022 financial year. In accordance with the applicable legal requirements, the Supervisory
Board of
TUIAG shall be composed in such a way that its members as a whole have the knowledge and
professional experience required to properly perform their duties. In this context, sufficient diversity shall be
ensured. This includes in particular cultural and ethnic origin, gender, nationality and professional and life
experience as well as age. A gender quota of 30 % is to be guaranteed. The standard age limit for election to
the Supervisory Board is 68 years.
GOALS OF THE DIVERSITY CONCEPT FOR THE COMPOSITION OF THE SUPERVISORY BOARD
The goals set with regard to the composition of the Supervisory Board reflect the demands placed on the
advisory and supervisory body to perform its task in a globally operating company with a challenging
competitive environment. For example, multicultural and international experience is just as important as
knowledge of the value and success drivers of the sector. In all of this, the impact and cultural features of
the so-called stakeholder approach of a social market economy must be taken into account, which is ensured
by the codetermination of employee representatives on the Supervisory Board as well. For the shareholder
side on the Supervisory Board, the Nomination Committee also ensures that mandatory and voluntary tar-
gets are met with regard to the composition of the Supervisory Board. As part of the regularly conducted
efficiency reviews, the Supervisory Board also undergoes a self-assessment, which includes aspects of its
composition.
RESULTS ACHIEVED IN FINANCIAL YEAR 2022
The Supervisory Board is of the opinion that it meets the composition targets and fills out the competence
profile and the diversity concept. The status of implementation of the competence profile and composition
targets has been published in the form of a qualification matrix. The competence profile of
TUIAG's Super-
visory Board is published at https://www.tuigroup.com/en-en/investors/corporate-governance/management
.
The qualification matrix can be found at page117.
In place of Mr Mordashov and Mr Lukin and at the proposal of
TUIAG's Supervisory Board, Mr Christian
Baier and Ms Helena Murano were appointed to the Supervisory Board by court in May2022 until the end
of the Annual General Meeting in 2023. As already stated above, both members are qualified as independent
from the Company and its Executive Board. The Supervisory Board has gained another experienced financial
expert in the person of Mr Baier. Ms Murano enriches the board with her extensive and international experi-
ence in the field of tourism.
In addition, Ms Sonja Austermühle has been appointed by the court in April2022 as the new trade union
representative on the Supervisory Board in place of Ms Carola Schwirn. Ms Austermühle complements the
Supervisory Board with her many years of professional experience as a lawyer and trade unionist in the
ver.di – United Services Trade Union.
The diversity of professional and educational backgrounds of the individual members of the board is also
evident from the
CVs of Supervisory Board members published on the corporate website.
Description of the main features of the internal control system
*
The TUI Group's internal control system comprises all systematically designed rules within the Group that
serve to methodically manage operational, financial and compliance-related risks. These rules can result
from published statements or be designed as guidelines, work instructions, process descriptions or risk
* Unaudited.
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control matrices. A Group-wide framework is in place for the creation, approval, revision and communication
of these rules. With its Integrity Passport, the
TUI Group has also adopted a Group-wide Code of Conduct
that sets minimum standards and provides guidance on how to deal with ethical and legal challenges in day-
to-day work, as well as providing orientation in conflict situations.
Where necessary for the criticality of the process in question, the business units define an appropriate
framework of processes and rules on this basis. These rules may vary from business unit to business unit
due to different systems, process flows or volumes of transactions processed in the respective process. For
certain risks, which
TUI addresses with a uniform Group framework, central functions have been set up to
create appropriate Group-wide standards for their area in the sense of a ‘second line’ and to support or
monitor their implementation.
A Group function has also been established for the area of sustainability. For years, the
TUI Group has been
collecting certain sustainability-related indicators for management and reporting in the context of separate
sustainability reports or the non-financial statement. The methodologies for these indicators have been
published. These ensure uniform understanding and collection throughout the Group.
To ensure that our businesses are scalable, almost all business processes are supported by
IT solutions.
Where possible and appropriate, we use the controls integrated in these applications or services. This offers
greater security and efficiency in implementation compared with manual controls. The
IT solutions them-
selves are protected by a Group-wide framework of general
IT controls. A set of manual process controls to
prevent or detect errors rounds off the internal control system.
The company has a clear approach for identifying and mitigating information security risks.
TUI is externally
audited, has an information security risk insurance policy and a training and compliance program. Additionally,
the Audit Committee is updated on TUI’s risk position on a regular basis.
In the case of business processes, the respective process owners are responsible for the effectiveness of the
controls put in place; in the case of Group-wide control frameworks, the respective 2nd line is responsible.
Depending on the risk assessment, they use a different degree of monitoring intensity.
As an independent 3rd line, Internal Audit reviews business processes, including
IT solutions, according to its
own risk assessment and makes recommendations to improve the effectiveness and efficiency of processes
and controls.
The Supervisory Board of
TUIAG, in particular the Audit Committee, is involved in the TUI Group's internal
monitoring system with process-independent auditing activities.
The internal control system and the risk management system are dynamic systems that are continuously
adapted in response to changes in the business model, the nature and scope of business transactions or
responsibilities. As a result, there is potential for improvement in terms of both the appropriateness (lack of
suitable controls) and the effectiveness (inadequate execution) of controls, both from the reviews carried
out by the second line, from internal audit engagements, and from the audit activities of the external auditor.
In addition, potential for improvement may also arise from compliance incidents. In our overall assessment
of these management systems, we find that none of the improvements potentials identified in the reporting
year speak against the appropriateness and effectiveness of the two management systems.
Disclosure pursuant to UK Listing Rule LR 9.8.6
Task Force on Climate-related Financial Disclosures (
TCFD)
For TUI Group, sustainability covering all three areas of economic, environmental and social sustainability is
a fundamental management principle and a cornerstone of our strategy for continually enhancing the value
of our company. We firmly believe that sustainable development is critical to long-term economic success.
Together with our many partners around the world, we are actively committed to promoting sustainable
development in the tourism industry.
As a company listed in the Premium Segment of the Main Market of the London Stock Exchange, TUI is
required pursuant to Listing Rule
LR 9.8.6 to make disclosures in relation to the recommendations of the
Financial Stability Board’s Task Force on Climate-related Financial Disclosures (
TCFD), based on the guide-
lines 2017. The
TCFD provides a framework to improve the disclosure of consistent, comparable, reliable, and
clear climate-related financial information so that investors can make better capital allocation decisions in
support of the transition to a low-carbon economy. While
TUI has put an emphasis on the topic of climate in
general, we are early in this journey with regard to the specific recommendations of
TCFD due to the consid-
erable challenges caused by the
COVID-19 pandemic that our organisation had to handle, and therefore not
yet fully compliant with all requirements. TUI has included in its annual financial report climate-related financial
disclosures consistent with the TCFD Recommendations and Recommended Disclosures apart from the
following where we do not yet perceive full compliance with the recommendations.
•
TUI has not conducted a climate-related scenario analysis for all risks to describe the resilience of the
strategy;
TUI plans to conduct a detailed scenario analysis in the following year (TCFD Recommendation:
Strategy c.)
•
TUI identifies, assesses and manages climate-related risks as a component of our principal risks where
applicable, but has not yet established a comprehensive group-wide approach on an individual risk basis
and therefore not identified, assessed and managed climate-related risks for each individual case. In a
group-wide approach, TUI plans to embed identification, assessment and management of material
individual climate-related risks more strongly into existing risk management processes in the following
year (
TCFD Recommendations: Strategy a. and b.; Risk Management a., b. and c.)
•
TUI has not yet published any detailled climate-related targets for short-term periods apart from the
target to achieve net zero emissions in its own operations and in the supply chain by 2050 at the latest,
as these have not been signed-off on by
SBTi; the targets will be published following SBTi’s sign-off in
2023 and included in
TUI’s TCFD report for the next financial year (TCFD Recommendation: Metrics and
Targets c.)
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The following statement follows the structure of the TCFD recommendation, covering Governance, Strategy,
Risk Management and Metrics and Targets. Our disclosures on these four building blocks will continue to
evolve and mature over time alongside our strategy on how to mitigate climate risks and the evolvement of
these risks and opportunities itself.
Our new Sustainability Agenda builds on tourism as a force for good. Together with our partners we strive
to continue to positively contribute to local communities, reduce our environmental footprint and create
more sustainable holidays. The Agenda is our sustainability strategy and our roadmap to address the key
industry and global challenges we will face in the coming decades, such as climate change. Commitments
include achieving net-zero emissions across our operations and supply chain by 2050 at the latest, setting
near-term science-based emission reduction targets, becoming a circular business, enabling 20 million cus-
tomers a year to make sustainable holiday choices by 2030 and co-creating the sustainable destination of
the future.
GOVERNANCE
TUI Group has a governance structure in place that ensures that sustainability issues, along with riks and
opportunities resulting from climate change, are assessed and actioned at all levels.
See page 79 for the governance structure in the Non-financial declaration.
a) Board’s oversight of climate-related risks and opportunities
The Group Executive Committee (
GEC) has ultimate oversight of climate-related issues and is responsible
for reviewing the climate related risks and opportunities, strategy, measures and target setting. At the
GEC
level, the Group Chief Sustainability Officer (
CSO) is responsible for reporting on sustainability and climate
related issues for
TUI Group. The CSO informs the GEC on sustainability issues on a monthly basis. The
Group Sustainability Director reports into the
CSO, so organisationally it is the most appropriate and direct
line of reporting to raise climate related issues to the highest level within the business. Moreover, the Execu-
tive Board has also the final oversight of the non-financial declaration that includes the climate / environ-
mental strategy, organization, management, measures and targets. The highest monitoring body in the area
of sustainable management is the Supervisory Board.
b) Management’s role in assessing and managing climate-related risks and opportunities
The Group Executive Committee (
GEC) manages TUI’s business strategically, it sets the Group’s strategic
direction and long-term objectives for sustainable development and signed off the Group's Sustainability
Agenda. A team of experienced sustainability professionals are working in close collaboration with senior
management to ensure that
TUI’s business and sustainability focus areas are well aligned. The Group Sus-
tainability Director heads up the Group Sustainability team. For the coming financial year, it is planned that
the
CSO together with the Group Director of Sustainability will host the Sustainability Business Council due
to meet annually. Addressing climate-related issues will be one of the agenda points.
The role of our sustainability team is to drive implementation of the Sustainability Agenda across TUI Group
and along its supply chain. The
GEC is regularly updated on our performance in delivering the Sustainability
Agenda and tackling other key sustainability issues. Regular meetings are also held with the Risk Oversight
Committee (
ROC) to review climate related and sustainability risks and discuss any changes, either internal
or to the external environment which affect the business exposure.
To incentivise management to achieve climate-related targets,
KPIs are linked to monetary rewards. TUI
operates a discretionary bonus scheme for senior and middle management. It is designed to reward employees
in line with both financial performance and personal contribution to delivering successfully against our strategy.
STRATEGY
Climate change is a pressing global challenge that cancause a business risk, whether physical, political, mar-
ket or reputational. On the other hand the transition to a low-carbon-emission future could also create
business opportunities for our group.
a) Climate-related risks and opportunities we have identified over the short, medium, and long term
As a global tourism group
TUI operates 134 aircraft, 418 hotels and 16 cruise ships
*
. Our business model
inherently leads to a significant emission of greenhouse gases. Within our asset portfolio our airline emissions
represent roughly 75 per cent of the Group's total Carbon dioxide (CO
2
) emissions. Therefore, the risks and
opportunities that we have identified over the short, medium and long term are mainly transition risks and
to a lesser extent of a physical nature. Based on this analysis our climate change risk profile strongly depends
on the successful implementation of our carbon reduction initiatives within our airline.
We define short term as within the next three years in line with our financial planning horizon, mid term
until 2030 where our first carbon reduction milestone is defined, and long term until 2050, the date we are
striving to achieve net-zero emissions across our operations and supply chain. The following risks and
opportunities over the short, medium and long term have been identified:
PHYSICAL RISKS
Extreme weather events such as hurricanes, typhoons or flash floods have become more likely in recent
years due to climate change. Their consequences can affect
TUI Group's ability to do business in regions
around the world. The unpredictability of these events also increases the challenge to cope with them. The
effects of such extreme weather events could lead to changes in TUI's mid term operations. The infrastructure
of affected regions might be impaired more heavily within the coming years. This can result in damage to or
reduction in quality and / or reputation of some of our key destination and hotels. As a consequence, this
might have an impact on the attractiveness of the region and consequently on our ability to send guests to
these regions.
TUI has operational contingency / crisis management plans in preparation for such events.
* As at 30 Sep 2022, including concept hotels in third party properties.
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CHRONIC PHYSICAL RISKS
Chronic physical risks are considered by the business in the long term at company level. Information used to
assess this risk is taken from scientific and industry publications. Quality holiday experiences rely on beau-
tiful, biodiverse destinations, thriving communities, stable weather systems and customer comfort, all of
which are at risk from the long-term effects of climate change. A specific example is that
TUI owns hotels in
the Maldives which has been identified as destination at risk from sea level rise. Also, due to changing
precipitation patterns and the change of temperature extremes certain destinations might become less
attractive for our customers.
We regard the financial impact of the physical risks as low.
PHYSICAL OPPORTUNITIES
Due to changing precipitation patterns and the change of temperature extremes certain destinations might
become more attractive because the summer seasons extends to the shoulder months as well as destin-
ations that are popular in the winter. In addition, due to the changes of customer behaviour and preferences,
TUI might have the opportunity to identify new destinations. TUI is therefore presented with the mid-term
opportunity to extend its selling period for destinations effected by changes in weather conditions. In add-
ition, customers might be attracted by new destinations during these extended periods.
TRANSITION RISKS
Our business model and the assets we operate inherently lead to the emission of greenhouse gases. There-
fore, we believe that transition risks have the greater impact on our business. Hence, the transition to a
climate-neutral economy forms a major part of the principal risk ‘lack of sustainability improvements’.
Climate-related transition risks to TUI could be technology risks, regulatory and legal risks as well as market
and reputation related risks.
TECHNOLOGY
A main transition risk for TUI and the entire airline and cruise industry is that the technology for a fully
carbon-neutral air and sea transport is yet to be developed. Sustainable Aviation Fuels (
SAF) play a crucial
role in reducing emissions in aviation.
SAF is also a key part of our 2030 emissions reduction roadmap to
further improve airline carbon efficiency.
TUI is involved with a number of partners to secure the supply of
SAF. We have considered the impact of SAF in our short-term planning, however its financial impact within
this time frame is still considered low.
Further information on our activities on SAF can be foundon page 83.
REGULATORY AND LEGAL RISKS
A regulatory risk the airline and cruising industry might come from increased carbon pricing, fuel taxes and
energy efficiency standards. Therefore, regulation is a relevant risk to
TUI as failure to comply could lead to
both a financial and negative reputational impact. Moreover, a failure to comply with new regulation could
lead to a loss of our license to operate our assets.
MARKET AND REPUTATION RISK
A specific climate change market risk to TUI is for the business not to adapt and meet the changing demand
for more sustainable and lower carbon holiday products. There is strong evidence to suggest that consumers
might boycott brands with poor reputations in this area, and favour brands with a good reputation. Inadequate
carbon management could lead to a reduction of perceived and actual brand value and possible exclusion
from sustainability indices in the future, thereby lowering TUI Group’s attractiveness for investors, customers
and other stakeholders.
TRANSITION OPPORTUNITIES
We already operate one of Europe’s most carbon-efficient airlines and a modern cruise fleet. As we aim to
continuously improve our environmental performance, we will build on the progress we have already made
to reduce emissions.
Further information on our activities on lowering emissions across our segments can be foundon page 82.
TUI is working with destinations to reduce their climate footprint. With the Rhodes Co-Lab we have piloted
a collaboration and exchange with a holiday destination to work towards a net-zero carbon emission.
Low-carbon intensive flying and destinations provide the opportunity to retain and win further customer
groups focusing on environmentally friendly holidays.
b) Impact of climate related risks and opportunities on our businesses, strategy, and financial planning
As part of our strategic and financial planning process, we have analysed various industry and macro trends
to model our expected development of TUI Group and the tourism industry as a whole. We clearly see
sustainability as a major trend, largely driven by climate-related market and policy risks (e. g. changing cus-
tomer behavior, emissions-based taxes / fees). In the past two years, new priorities and strategic directions
for TUI’s future sustainability activities were drawn up in consultation with internal and external stakeholders,
taking account of current challenges, global scenarios and regulatory developments such as the EU Green Deal.
While these priorities were built into our midterm strategic and financial plan, we have not yet developed
specific climate scenarios for all risks in order to assess the quantitative effects selected risks and opportu-
nities might have on our financial performance. In order to better assess these effects on our business, we
will start developing quantitative and qualitative climate scenario analysis to further identify and analyse
potential impacts from climate related risks and opportunities on our business model in financial year 2023.
This will also allow us to better understand the potential impact on our business, strategy and financial
planning; as well as our resilience going forward.
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STATEMENTS AND NOTES
c) Resilience of TUI’s strategy, taking into consideration different climate-related scenarios, including a 2°C
or lower scenario
We will test our strategy against the different climate related scenarios when having completed our qualitative
climate scenario analysis in 2023.
RISK MANAGEMENT
a) TUI’s processes for identifying and assessing climate-related risks
TUI has a systematic process in place to identify, assess and manage risks across the business; managed
through processes and structures described in more detail in the Risk section on page34. The processes
described in the risk section apply to all types of risks assessed throughout the whole company, including
climate-related risks. Decisions are made to mitigate, transfer, accept or control risks based on a likelihood
and impact scoring against an established risk appetite. The Principal Risks identified are overseen by the
ROC and regularly reported to the GEC. Sustainability and Climate Change related risks are included in a
number of these, mainly in the one titled ‘Lack of Sustainability Improvements’, but also in ‘Reduction in
customer demand’ and ‘Disruption within our destinations’.
b)
TUI’s processes for managing climate-related risks
Acute phsysical risks are assessed and managed at both an asset level, e. g. a
TUI owned hotel, and a com-
pany level, if for instance a destination is affected that is featured by all of TUI’s key source markets. Chronic
physical risks stemming from long-term effects of climate change form part of
TUI’s principle ‘sustainability’
risk which is the responsibility of the Group Sustainability department and is reported to the
ROC. Financial
and reputational risks from failure to adapt to customer demand are assessed at a company level.
c) How processes for identifying, assessing, and managing climate-related risks are integrated into
TUI’s
overall risk management
Our systematic risk management process as described above has identified sustainability risks including
climate-related risks. This risk management system is focusing on a short- to mid-term risk horizon. We
anticipate that the planned climate scenario analysis to be carried out during the following financial year will
heavily influence the way we manage climate related risks and opportunities going forward and allows for a
longer time horizon.
More information on risk management from page34.
METRICS AND TARGETS
a) Metrics used by TUI to assess climate related risks and opportunities in line with its strategy and risk
management process
Climate change is a pressing global challenge. There is an urgency to act and for everyone to play a role in
the transition to a low carbon economy. As a global tourism group, our business model inherently leads to a
significant emission of greenhouse gases. Emissions from
TUI’s airline, cruises and hotel segments represent
99 % of the Group's emissions. Within our asset portfolio our airline emissions represent roughly 75 per cent
of the Group's total Carbon dioxide (
CO
2
) emissions. We are working to reduce the environmental footprint
of holidays and drive-up environmental standards in our industry. In order to measure and manage climate-
related risks and in line with our strategic target to achieve net-zero emissions across our operations and
supply chain by 2050 at the latest, we monitor our absolute
CO
2
emissions, (specific) fuel consumption and
specific carbon emissions. Following the larger scale use of
SAF, we will further develop our metrics to reflect
the impact on
CO
2
emissions.
b)
Targets used by TUI to manage climate-related risks and opportunities and its performance against targets
We have been working for 30 years to reduce our environmental impacts. In this next phase of our sustain-
ability journey, we wanted to be led by science.
In 2022,
TUI joined the Science Based Targets initiative (SBTi), committing to implement emission reductions
in line with the latest climate science.
SBTi is a global body enabling businesses to set ambitious emissions
reductions targets in line with the Paris Agreement goals in order to limit the worst effects of climate change.
The initiative is a collaboration between the Carbon Disclosure Project (
CDP), the United Nations Global
Compact, World Resources Institute (
WRI) and the World Wide Fund for Nature (WWF). Detailed emission
reduction roadmaps have been developed for each of these three segments to realise significant reductions
in emissions.
Our 2030 emission reduction targets for airlines, cruises and hotels are with
SBTi for final approval. The SBTi
accreditation will confirm that the targets for 2030 set by
TUI are in line with the goals of the Paris Climate
Agreement. We will publish our 2030 emission targets following
SBTi’s sign-off in 2023. These will be our
principle metrics and targets that our emission reduction initiatives will be based on. Additional targets are
included in the Sustainability Agenda.
c) Scope 1, Scope 2, and, Scope 3 greenhouse gas emissions, and the related risks
In financial year 2022,
TUI Group’s total emissions increased by 168.6 % year-on-year in absolute terms as a
result of the recovery of the business from the impact of the
COVID-19 pandemic, in particular the increase
from aviation operations.
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Carbon dioxide emissions (CO
2
)
tons 2022 2021
Var. %
Airlines & Aviation 4,331,628 1,317,865 + 228.7
Cruises 762,942 391,475 + 94.9
Hotels 542,994 362,474 + 49.8
Major premises / shops 14,251 15,949 – 10.6
Ground transport 13,144 5,440 + 141.6
Scope 3 (indirect emissions from TUI's value chain)
*
33,199 27,911 + 18.9
Group 5,698,158 2,121,114 + 168.6
*
With reference to the Greenhouse Gas Protocol, TUI Group currently includes Scope 3 emissions occurring from the production of office
paper and printed brochures, the supply and treatment of fresh water used in our hotels, employee business travel by air on 3rd party
airlines, and the transmission and distribution of electricity across our hotels, offices and retail estate. TUI Group acknowledges this is
not a full and complete Scope 3 assessment and will work in future to expand Scope 3 data collection and reporting.
Carbon dioxide emissions (CO
2
)
tons 2022 2021
Var. %
Scope 1 5,214,576 1,770,337 + 194.6
Scope 2 450,384 322,865 + 39.5
Scope 3 33,199 27,911 + 18.9
Energy usage by business area
MWh 2022 2021
Var. %
Airlines & Aviation 17,655,179 5,371,454 + 228.7
Cruises 2,962,423 1,518,886 + 95.0
Hotels 1,599,057 1,021,997 + 56.5
Major premises / shops 60,036 60,766 – 1.2
Ground transport 55,311 23,314 + 137.2
Tot al 22,332,006 7,996,417 + 179.3
MORE EFFICIENT FLYING
We already operate one of Europe’s most carbon-efficient airlines and we aim to continuously improve our
environmental performance. We will build on the progress we have already made to reduce emissions. Our
2030 airline emission reduction targets have been submitted to SBTi for validation. Within our emission
reduction roadmap for aviation, the following levers are key: continued investment in modern carbon- efficient
aircraft, efficiency through operational measures as well as investment in sustainable aviation fuel (SAF).
Further information on our activities on lowering emissions of our airlines can be foundon page 83.
In 2022, relative carbon emissions across our airlines decreased by 18.5 %. This improvement was largely a
result of significantly improved load factors compared to 2021, as well as
TUI’s on-going re-fleeting with
older aircraft being replaced by new, more carbon-efficient aircraft.
Specific carbon emissions are also shown in the form of
CO
2
equivalents (CO
2
e). Apart from carbon dioxide
(
CO
2
), they include the other five greenhouse gases impacting the climate as listed in the Kyoto Protocol:
methane (CH
4
), nitrous oxide (N
2
O), hydro-fluorocarbons (HFCs), perfluorocarbons (PFCs) and Sulphur
hexafluoride (SF
6
).
TUI Airlines – Fuel consumption and CO
2
emissions
2022 2021
Var. %
Specific fuel consumption l / 100 rpk
*
2.52 3.10 – 18.7
Carbon dioxide (CO
2
) – total tons 4,053,745 1,300,942 + 211.6
Carbon dioxide (CO
2
) – specific kg / 100 rpk
*
6.36 7.80 – 18.5
* rpk=revenue passenger kilometer.
TUI Airlines – Carbon intensity
g CO
2
/ rpk
*
2022 2021
Var. %
g CO
2
e / rpk
*
TUI Airline fleet 63.6 78.0 – 18.5 64.3
TUI Airways 62.2 83.3 – 25.2 62.9
TUI fly Belgium 70.7 82.8 – 14.5 71.5
TUI fly Germany 64.4 75.8 – 15.0 65
TUI fly Netherlands 59.8 70.3 – 15.0 60.4
TUI fly Nordic 66.4 69.7 – 4.8 67.1
* rpk=revenue passenger kilometer.
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MORE SUSTAINABLE CRUISING
We continue to focus on lowering emissions across our cruise operations, making progress through investing
in the latest technology to reduce air emissions, as well as operational efficiencies. Comprehensive emission
reduction roadmaps have been developed along with our 2030 targets submitted to
SBTi for validation,
covering
TUI Cruises, Hapag-Lloyd Cruises and Marella Cruises. Key levers include continued investment in
fleet modernisation and efficiency measures, with a focus on shore power, route optimisation, energy efficiency
boost and propulsion / alternative fuel switch.
Further information on our activities on lowering emissions of our cruise operations can be foundon page 84.
In financial year 2022, relative carbon emissions in Cruises decreased by 44.9 % due to significantly higher
occupan-cy levels following the impact of the pandemic in 2021.
Cruises – carbon intensity
2022 2021
Var. %
Carbon dioxide (CO
2
) – relative kg / Cruise passenger night
132 240 – 44.9
ENVIRONMENTAL EFFICIENCY ACROSS HOTELS
Our hotels and hotel partners continue to focus on and drive the sustainability transformation across their
operations. Each hotel plays a key role in managing impacts on the local community, economy and the environ-
ment. In support of our priority to reduce emissions, we have developed comprehensive emission reduction
roadmaps and 2030 targets for the hotel segment of our business. These targets are science-based and
currently with SBTi for validation.
Further information on our activities on lowering emissions of our own hotels can be foundon page 85.
Our hotels have seen significant improvements in performance regarding emissions. This is a result of con-
tinued efforts to improve environmental performance, along with higher customer numbers and occupancy
levels returning since the pandemic.
Hotels – carbon intensity
2022 2021
Var. %
Carbon dioxide (CO
2
) – relative kg / guest night 10.1 13.4 – 24.6
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112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Integrity & Compliance
Anti-corruption and bribery
In implementing our business activities, compliance with many national and international laws and rules as
well as internal policies is essential. However, our understanding of Compliance goes beyond respecting laws
and regulations, as we shift our Company’s culture away from a purely rule-based approach towards a living
culture of integrity. Behaviour violating integrity principles may not only have legal consequences, but can
also result in lasting damage to
TUI’s reputation. TUI’s Compliance Management System aims to promote
integrity and prevent potential misconduct, to make liability risks manageable for
TUI and its employees and
in this way to protect the Company’s reputation. It is a fundamental component in our commitment to
corporate, environmental and social responsibility in our actions.
In the completed financial year, Integrity & Compliance resumed standard operation, focusing on the core
areas of communications, training programmes and sanctions.
To mark the third anniversary of the Integrity Passport –
TUI’s Code of Conduct – a communication cam-
paign was rolled out across the Group. The goal of this campaign was to kindle interest and focus employees’
attention on compliance. Apart from articles on the intranet and screen savers, the campaign included a quiz
to raise our employees’ awareness of compliance topics in a playful manner. For Policy Management, an
interview was recorded and published on the intranet in order to familiarise our employees with the key
principles. Online Integrity Passport training sessions and the Fair Competition training (for selected
employees) were carried out and in-person training programmes for the induction of new employees were
resumed.
Due to the conflict between Russia and Ukraine, our work focused on business partner screening and advice
about trade sanctions. To that end, a Trade Sanctions Task Force was set up in order to evaluate potentially
relevant facts and circumstances, develop and implement appropriate risk-minimising measures, and discuss
the general way forward. In order to raise employees’ awareness of the topic, communication measures were
rolled out across the Group and statements were formulated to be passed forward to external third parties
setting out
TUIAG’s situation under sanction law. Moreover, the individual business areas were called upon
to report business partners related to Russia / Belarus to Integrity & Compliance according to a decision-making
matrix communicated across the Group. These business partners were subsequently subjected to sanction
law-related checks. After evaluation of the findings, any business relationships and contracts affected by
sanctions were suspended or terminated. In order to ensure a reliable assessment of the situation, an external
service provider was additionally commissioned with preparing more in-depth reports in individual cases.
The Compliance Officers of the relevant segments / regions advised the management and employees on
questions relating to the sanctions.
In risk analysis, the focus in the completed financial year was likewise on Russian sanctions. The business
partner screenings helped to derive, analyse and assess the risk situation for individual regions / segments.
Information sources also included regular exchange in the Risk Oversight Committee (
ROC) and the results
of the risk analyses that had been performed locally in cooperation with Risk Champions and the Compliance
Officers in charge and discussed with local management. The risk assessment was additionally based on the
findings obtained from processing reports received and from the survey implemented to identify conflicts of
interest and the associated self-assessment on compliance issues.
COMPLIANCE MANAGEMENT SYSTEM
TUI Group’s Compliance Management System is based on a risk management approach. It is built around
three pillars: prevent, detect and react, which, in turn, comprise a variety of measures and processes.
TUI Compliance Management System
1
PREVENT
• Risk Analysis
• Training and communication
• Policy Management
• System Management
• Advice
2
DETECT
• Incident Management
• Monitoring
• Process Management
3
REACT
• Information Management
• Process improvement
D
e
t
e
c
t
P
r
e
v
e
n
t
R
e
a
c
t
Integrity &
Compliance
Culture
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112 Statement on
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132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The Integrity & Compliance team is in charge of the core areas anti-corruption, fair competition and trade
sanctions. Our Compliance Management System defines pilot and standard operation and the documentation
of roles, responsibilities and processes in these areas.
The Compliance Management System applies to
TUI AG and all companies majority-owned, directly or indir-
ectly, by
TUI AG, whether domestic or foreign, and of any other shareholdings, where management control
directly or indirectly lies with
TUI AG (‘Managed Group Companies’). Implementation of the Compliance
Management System is recommended for companies where management control does not lie with
TUI AG
(‘Non-Managed Group Companies’).
INTEGRITY & COMPLIANCE STRUCTURE
The Chief Compliance Officer is responsible for drawing up, maintaining and developing our Compliance
Management System. She is supported by our centralized Integrity & Compliance department, forming part
of Legal. All Compliance Officers are in close contact with local management, who remains generally responsible
of observing all the Compliance rules, and together they are responsible for implementing our Compliance
requirements and Integrity values, above all:
•
Raising awareness of Integrity & Compliance and the associated core issues through communication
campaigns
• Performing risk analysis relating to the core Compliance issues and self-assessments or Pulse Checks
•
Implementing measures to ensure that we comply with our commitment to integrity in line with the Integrity
Passport
• Providing training on the Integrity Passport and Fair Competition
•
Advising employees, primarily with regard to trade sanctions, anti-corruption & anti-bribery and fair
competition
•
Securing the necessary exchange of information between local management and the Integrity &
Com-
pliance team
• Monitoring new national and international legislation
•
Providing regular reports to the Group Executive Committee and to the Audit Committee of the Super-
visory Board
INTEGRITY & COMPLIANCE CULTURE
The Integrity & Compliance culture influences people’s behaviour and their views about complying with the
applicable rules. It therefore forms the basis for an effective Compliance Management System. Our culture
reflects our corporate values and the fundamental attitude and conduct of management all the way up to
the Executive Board and Supervisory Board of TUIAG, thus the ‘tone from the top’. It is expressed, in
particular, in our corporate value ‘Trusted’, appealing to our employees’ personal responsibility and their
honesty and sincerity in handling guests, stakeholders and fellow employees.
INTEGRITY PASSPORT – TUI’S CODE OF CONDUCT
Our Integrity Passport is binding for all employees, from Executive Board members to trainees, and for all
managed Group companies. The Integrity Passport serves as the guiding principle for our Executive Board,
managements, executives and employees alike. It provides orientation in key areas of people’s day-to-day
work and in conflict situations: fair competition, anti-bribery and anti-corruption, appropriate gifts and
hospitality, protection of our business secrets, data privacy, handling conflicts of interest, prevention of
insider trading, maintaining proper accounts and financial records, anti-money laundering, trade restrictions,
respectful dealings with each other, sustainability, and public communications about
TUI and how to raise a
concern.
SUPPLIERS’ CODE OF CONDUCT
The Integrity Passport is complemented by the Suppliers’ Code of Conduct, which details TUI’s ethical, social
and legal expectations of its business partners. Moreover, all business partners are required by contract to
observe all national and international anti-corruption laws applicable to the supplier relationship. The Sup-
pliers’ Code of Conduct has been revised to reflect the Supply Chain Due Diligence Act which will enter into
force next year. The Suppliers’ Code of Conduct already comprises comprehensive obligations for business
partners to avoid violations in the fields of human rights and environmental protection. Additional legal
obligations that must be observed both in our own business operations and in the supply chain have been
incorporated or set out in more detail. This places our business relationships with our business partners on
a solid basis.
MANAGEMENT OF INTEGRITY & COMPLIANCE POLICIES
The principles anchored in the Integrity Passport are communicated to and implemented in TUI Group
through our policies, statements and manuals. Our Group-wide policy management develops the standards
for Group-wide policies and coordinates the involvement of relevant internal stakeholder groups, e. g. other
departments and the works council. This approach is designed to provide employees with a set of policies
which are as comprehensible as possible. TUI Group’s Compliance policies offer guidance on a range of
issues, including how to react to gifts and hospitalities, fair competition and compliance with trade sanctions.
In order to re-sensitive employees for this topic, the Communications team conducted an interview this year
with the Policy Management officer outlining the principles of policy management which was published on
the intranet.
INTEGRITY & COMPLIANCE – RISK ANALYSIS
Performing a risk analysis is a core element of our Compliance Management System. The Compliance Officers
in charge compared the existing information from past surveys with information from current data sources
and from individual communications with the business owners. The responsible compliance officers have
compared the available information from past surveys with information from current data sources as well as
from individual communication with the business owners and then qualified the information. Findings from
the exchange in the Risk Oversight Committee, mandated by the Executive Board with ensuring that busi-
nesses risks within the Group are identified, managed and monitored across the businesses and functions,
were taken into account. The Integrity & Compliance Director is a standing member of that Committee and
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112 Statement on
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132 Remuneration Report
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STATEMENTS AND NOTES
reports on Compliance-related issues. Within the regions / segments, Compliance risks were regularly discussed
and analysed between the responsible Compliance Officer, the local business and the Risk Champions to
identify and assess business-specific challenges. Reported infringements of Compliance requirements were
included in the risk analysis. The Compliance Officers have recorded the findings obtained during the pro-
cessing and minimised the risk by means of measures to be implemented, if necessary.
Risk analysis and prevention also includes the annual survey among legal representatives, executives and
selected employees of
TUI Group to identify potential conflicts of interest, including a self-assessment on
Compliance-related facts and circumstances. A conflict of interests exists if the business judgment of an
employee conflicts with his or her own interests.
As part of the digitalisation strategy, the interface between the personnel management system
TUI People
and the Compliance platform was developed further so that the data exchanged between the systems could
be processed faster and more efficiently. The survey started in the completed financial year.
INTEGRITY & COMPLIANCE TRAINING
Training is a key element of TUI’s Compliance Management System, with its focus on preventing misconduct,
and a crucial component of TUI Group’s Integrity & Compliance culture. It is carried out according to a graded
concept: managers and staff at TUI have all benefited from face-to-face teaching and online programmes.
The online training programme on the Integrity Passport, which explains integrity and the underlying corpor-
ate values, is mandatory for all employees and executives. The online training on Fair Competition was rolled
out in individual companies and segments within
TUI, and training schemes with their own specific focus
were offered, e. g. on anti-corruption, competition law or the appropriate handling of gifts and hospitalities,
to raise awareness of the risk-related challenges employees might face.
WHISTLEBLOWER SYSTEM: SPEAKUP LINE
TUI offers its managers and employees a Group-wide whistleblower system to enable infringements of laws
or the policies anchored in
TUI’s Integrity Passport to be reported anonymously and without reprisals. This
whistleblowing system is currently available to staff in 53 countries. All reports are consistently followed up
in the interests of all stakeholders and the Company. Our top priority is to ensure confidentiality and handle
information discreetly. Any incident resulting from the use of the whistleblower system is reviewed and
followed up by the Integrity & Compliance team, in some cases in conjunction with Group Audit Fraud.
The whistleblower system is being adjusted to ensure that it meets the requirements of the Supply Chain
Due Diligence Act and the
EU Whistleblowing Directive. This includes, in particular, opening up the system
for third parties outside
TUI Group.
In the completed financial year, a total of 43 reports (in 2021 29 reports) were received through the SpeakUp
Line. Apart from the SpeakUp Line, employees also used the opportunity to report infringements directly to
their line managers, the Compliance contact in charge or the Compliance Mailbox, which is also available
externally. A further 26 reports (in 2021 21 reports) were received through these channels. They were
followed up whenever there were any indications suggesting potential infringements of internal policies or
the law. Out of the 69 reports (in 2021 50 reports) submitted in total, 30 cases (in 2021 16 cases) initially
presented prima facie indications of a Compliance infringement, leading to further investigations, which in
8 cases (in 2021 one case) resulted in further measures.
BUSINESS PARTNER SCREENING (DUE DILIGENCE PROCESSES)
There is a risk of active and passive corruption because we operate in countries with a high corruption index.
Moreover, the risk of
TUI business partners being subject to trade sanctions or similar listings cannot be
ruled out.
In the completed financial year, business partner screening focused on business partners linked to Russia /
Belarus due to the conflict between Russia and Ukraine. Business partners were checked against inter-
national sanctions, terrorist and wanted persons lists via the Internet data base provider. In the event of a
red flag, further measures were launched, in the severest cases terminating the business relationship.
DATA PROTECTION
Data protection remains important for the TUI Group. We evaluate the compliance with data protection
law permanently and report indicators to the Group Executive Committee. Furthermore, Risk Oversight
Committee will be informed about risk connected with data protection. In addition, we have reported few
data breaches in accordance with Art. 33
GDPR. However, no fines are imposed so far. Indicators measure
observance of the legal time limit to respond to data access requests (2022: 99.8 %.; 2020: 99.8 %).
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112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Remuneration Report
The Remuneration Report mainly explains the remuneration of the members of TUIAG's Executive Board
and the remuneration of the members of the Supervisory Board in accordance with the Articles of Association.
The underlying remuneration systems are based in particular on the recommendations of the German
Corporate Governance Code (GCGC), the requirements of the German Stock Corporation Act (Aktiengesetz –
AktG) and, where possible, the recommendations of the
UK Corporate Governance Code (UK CGC). In addition,
the Remuneration Report includes the disclosures required by Section 162 of the German Stock Corporation
Act (AktG) as amended by the Act implementing the Second Shareholders' Rights Directive (
SRD II). TUIAG
thus also implements the requirements on the Remuneration Report resulting from the second framework
agreement on the granting of stabilisation measures, which it concluded with the Economic Stabilisation
Fund on 4January2021 (Framework Agreement
II).
As a German stock corporation, TUIAG is also listed on the London Stock Exchange (LSE). Where mandatory
rules on the governance structure and legal requirements of a German stock corporation are affected, these
are presented accordingly in this report and, where appropriate, placed in the context of the
UK CGC.
Executive Board and Executive Board Remuneration
CONFIRMATION OF THE REMUNERATION SYSTEM BY THE SHAREHOLDERS
Following preparatory work in financial year 2019, the Supervisory Board of TUIAG adopted a revised remu-
neration system for the members of the Executive Board in December 2019 with retroactive effect from the
beginning of financial year 2020, i. e. 1October2019. The revision of the remuneration system included
different performance targets for the short-term variable remuneration (STI). Furthermore, the Total Share-
holder Return (
TSR) performance target was removed from the calculation of the long-term variable remu-
neration (
LTIP). In addition, the revised remuneration system now includes compliance malus and clawback
rules, thus taking into account the requirements of
UK-based stakeholders and the recommendations of the
GCGC in particular. The remuneration system in its revised form was approved by TUIAG shareholders at the
Annual General Meeting on 11February2020, also with retrospective effect from the beginning of financial
year 2020. In addition to the statutory requirements, the revision of the remuneration system took into
account the recommendations of the GCGC as amended on 7February2017 and the draft of the new version
of the GCGC as of 16 December 2019. In addition, the recommendations of the UK CGC and a different
market practice in the United Kingdom were also taken into account in the revision. Against the background
of changes in market practice and further developments in the structure of Executive Board remuneration
since the last fundamental revision of the remuneration system, the remuneration system for TUIAG's
Executive Board was revised to include and take account of the aforementioned perspectives and approved
by
TUIAG's shareholders: The defined performance indicators are designed to take account of the interests
of all stakeholders and create value for our equity and debt providers. In revising the Executive Board remu-
neration system, the Supervisory Board was supported by renowned, independent external remuneration
consultants PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC).
According to the German Stock Corporation Act in the version of SRD II, the Supervisory Board must in
future submit the remuneration system for approval whenever there is a significant change, but at least
every four years. The Supervisory Board had to make such a submission for the first time at the first
ordinary Annual General Meeting following 31 December 2020. TUIAG's previous voluntary procedure in line
with the
UK CGC already largely complied with these new requirements. In the context of the resolution
adopted on 25March2021, the Annual General Meeting approved and thus adopted the remuneration
system for the members of the Executive Board by 95.8 %. Pursuant to the German Stock Corporation Act
in the version of
SRD II, the Executive Board and Supervisory Board must also prepare an annual Remuner-
ation Report, which must comply with certain requirements (Section 162 AktG). The auditor has to check
whether the Remuneration Report pursuant to Section 162 AktG contains all legally required information
and, in addition, to issue an audit opinion. Pursuant to Section 120a (4) AktG, the audited Remuneration
Report must be submitted to the Annual General Meeting for a decision on its approval. Under the applicable
transitional law, the new provisions of the AktG on the Remuneration Report had to be applied for the first
time for the first financial year beginning after 31 December 2020. Accordingly, the Remuneration Report for
financial year 2022 would in principle have had to be submitted to the Annual General Meeting of
TUIAG for
approval for the first time in 2023. However, the Executive Board and Supervisory Board of
TUIAG have
made use of the option to voluntarily apply the new provisions of the German Stock Corporation Act on the
Remuneration Report earlier. They thus also comply with a contractual obligation TUIAG has assumed
vis-à-vis the Economic Stabilisation Fund in the framework of the granting of stabilisation measures in
accordance with the Economic Stabilisation Fund Act. The Remuneration Report prepared and audited
within the meaning of Section 162 AktG for financial year ended 30September2021 was approved by the
shareholders of
TUIAG on 08February2022 with 98.72 %. The decision of the Annual General Meeting on
the approval of the Remuneration Report is of recommendatory nature.
COMPOSITION OF THE EXECUTIVE BOARD
In the financial year 2022, the Executive Board consisted of a total of six members.
• Friedrich Joussen:
CEO
• David Burling: CEO Markets & Airlines
• Sebastian Ebel:
CFO
• Peter Krueger: CSO
• Sybille Reiss: CPO / Labour Director
• Frank Rosenberger:
CIO
132
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COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
GENERAL PRINCIPLES
Upon recommendation of the Presiding Committee, the Supervisory Board determines the remuneration of
the individual members of the Executive Board in accordance with Section 87 (1) sentence 1 AktG. In addition,
the Supervisory Board regularly reviews the remuneration system for the Executive Board.
In particular, the following principles are taken into account:
• Comprehensibility and transparency
• Economic situation, success and sustainable development of the Company
• Linking the shareholder interest in value enhancement and profit distribution with corresponding perform-
ance incentives for the members of the Executive Board
• Competitiveness in the market for highly qualified managers
• Appropriateness and orientation towards tasks, responsibility and success of each individual member of
the Executive Board, also in a relevant environment of comparable international companies, taking into
account the typical practice in other large German companies
• Linking a significant part of the total remuneration to the achievement of demanding long-term perform-
ance targets
• Appropriate relationship between the amount of the fixed remuneration and the performance-related
remuneration
• Adequacy in horizontal and vertical comparison
The remuneration system and the service contracts of the members of the Executive Board stipulate in
particular,
• how the target total remuneration is determined for the individual members of the Executive Board and
what amount the total remuneration may not exceed (maximum remuneration),
• the relative share of fixed remuneration on the one hand and short-term variable and long-term variable
remuneration components on the other hand in the target total remuneration,
•
which financial and non-financial performance criteria are decisive for the granting of variable remuneration
components,
• what the relationship is between the achievement of the previously agreed performance criteria and the
variable remuneration,
• in which form and when the member of the Executive Board can dispose of the variable remuneration
amounts.
The remuneration system adopted by the Supervisory Board at the end of 2019 and approved by the 2020
and 2021 Annual General Meetings also contains a compliance malus and clawback provision. Accordingly, in
the event of a serious breach by the beneficiary of the principles contained in the Company's Code of
Conduct or of due diligence in the management of the Company during the assessment period of the corres-
ponding variable remuneration components, the Company may reduce or cancel the payment amounts in
full or demand their return in full or in part after payment. The Supervisory Board shall decide on this in
each individual case at its due discretion and shall take into account in its decision in particular the severity
of the violation as well as the amount of the financial or reputational damage caused thereby.
I. REMUNERATION OF THE EXECUTIVE BOARD IN FINANCIAL YEAR 2022
In financial year 2022, the remuneration of the Executive Board members consisted of: (1) a fixed remuneration,
(2) a performance-related annual bonus as short-term incentive (
STI), (3) virtual shares in TUIAG under the
long-term incentive plan (
LTIP), (4) fringe benefits and (5) pension benefits. The following table provides an
overview of the individual components of the remuneration system for Executive Board members in effect
and approved by the Annual General Meeting as well as the structure of the individual remuneration com-
ponents. All information in the table is subject to the remuneration restrictions outlined under ‘Remuneration
Restrictions based on the Framework Agreement with the Economic Stabilisation Fund’.
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CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Target total remuneration TARGET
COMPOSITION OF THE TARGET TOTAL REMUNERATION
OF ALL MEMBERS OF THE EXECUTIVE BOARD
The target total remuneration of the members of the Executive Board was determined subject to the
application of the remuneration restrictions arising from Framework Agreement
II.
38
Long Term
Incentive Plan
(LTIP)
1
Fringe benefits
24
Short Term
Incentive (STI)
10
Pension/
service costs
27
Fixed remuneration
%
€ '000
Fixed
remuneration
*
STI LTIP
Friedrich Joussen 1,100.0 1,270.0 1,830.0
David Burling 680.0 500.0 920.0
Sebastian Ebel 680.0 500.0 920.0
Peter Krueger 600.0 465.0 765.0
Sybille Reiss 600.0 465.0 765.0
Frank Rosenberger 600.0 465.0 765.0
* Fixed amount, no cap applied.
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CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
(1) Fixed remuneration TARGET
INTRA
-
GROUP MANDATES
EXTRA
-
GROUP MANDATES
Fixed remuneration paid in twelve equal monthly instalments in arrears at the end of a month, taking into
account the applicable tax and social security regulations.
Together with the other remuneration components, the fixed remuneration forms the basis for attracting
and retaining the highly qualified members required for the development and implementation of the
corporate strategy for the Executive Board.
No separate remuneration / offset against fixed remuneration
No offsetting against fixed remuneration, subject to approval by the Supervisory Board
(2) STI TARGET STI is designed to motivate members of the Executive Board to achieve demanding and challenging
financial, operational and strategic goals during a financial year. The targets reflect the corporate strategy
and are aimed at increasing the value of the Company. In particular, through the link to
EBIT (reported),
the one-year variable remuneration is linked to the achievement of a key Group performance indicator in
the respective financial year.
DESCRIPTION STI
TARGET AMOUNT
OVERALL TARGET ACHIEVEMENT
Contractually agreed, individual target amount
• Total target achievement of the financial ratios
• Interpolation: 0 % to 180 %
• Individual power: 0.8 to 1.2
• Adjustment element pursuant to section G.11
DCGK
• Compliance Claw-back
TARGET
AMOUNT
Individual target
amount for STI
according to service
agreement
Interpolated degree
of target
achievement
Reported EBIT
vs. Target EBIT at
constant currency
Weighting:
75 %
CASH FLOW
Interpolated degree
of target
achievement
Weighting:
25 %
INDIVIDUAL
PERFORMANCE
FACTOR
• EB objectives
• Stakeholder
objectives
• Individual objectives
(Flexible weighting)
0 .8– 1. 2
ACTUAL STI
AMOUNT
Actual STI amount
100 % cash payout
(subject to claw-back)
+
+
+
=
FINANCIAL PERFORMANCE TARGETS
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108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Group key figure 1 GROUP KEY FIGURE
TARGET ACHIEVEMENT
TARGET ACHIEVEMENT CORRIDOR
PERFORMANCE CORRIDOR EBIT
IN %
WEIGHTING
EBIT (Reported)
Actual vs. target value at constant currency
75 % to 115 %
75 %
Target Achievement
200
150
100
50
0
0 20 40 60 80 100 > 115
Earnings Target
Performance
Corridor
136
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COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Group key figure 2 GROUP KEY FIGURE
TARGET ACHIEVEMENT
TARGET ACHIEVEMENT CORRIDOR
PERFORMANCE CORRIDOR CASH FLOW
I N %
WEIGHTING
Cash flow before dividends
Target value against + / – 15 % of
EBIT to budget rates
85 % to 115 %
25 %
Individual performance TARGET
TARGET ACHIEVEMENT CORRIDOR
For each financial year, the Supervisory Board sets performance criteria for the individual performance of
the beneficiary, the performance of the entire Executive Board and the achievement of stakeholder goals,
as well as their weighting in relation to each other.
ESG goals are always taken into account here.
0.8 to 1.2
(3) LTIP TARGET The Company's value and the value for the shareholders (shareholder value) are to be increased in the
long term by setting ambitious targets that are closely linked to the Company's earnings, the share price
development and the dividend. By linking earnings per share and share price performance, congruence is
established between the interests and expectations of shareholders and the remuneration of the Execu-
tive Board. The performance period of four years helps to ensure that the actions of the Executive Board
in the current financial year are also aligned with the long-term development of the Company.
Target Achievement
200
150
100
50
0
<
–
15 %
of EBIT budget rates of EBIT budget rates
–
15 % target + 15 % > + 15 %
Deviation from the
defined target
Performance
Corridor
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CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
DESCRIPTION LTIP
TARGET AMOUNT
OVERALL TARGET ACHIEVEMENT
Contractually agreed, individual target amount
• Interpolation: 0 % to 175 %
• Adjustment:
EPS < 0.50€
• Compliance Malus and Clawback
Group key figure GROUP KEY FIGURE
TARGET ACHIEVEMENT
ALLOCATION OF VIRTUAL SHARES
EPS
EPS p. a. based on four weighted annual amounts
PROVISIONAL NUMBER
OF VIRTUAL SHARES
GRANTED
Individual target amount
for LTI according
to service agreement
Ø Xetra share price over 20
trading days prior to first
day of
FY
TARGET
ACHIEVEMENT
PERFORMANCE
TARGET EPS
FINAL
NUMBER
OF VIRTUAL
SHARES
GRANTED
Ø Xetra share
price over
20 trading days
prior to last
day of FY
A C T U A L L T I
AMOUNT
Actual LTI amount
Payout
100 %
cash payout
(subject to
claw-back)
=
+
+
=
4 YEARS PERFORMANCE
REFERENCE PERIOD
1 2 3 4
EPS Development
Year – 1 to Year 1
EPS Development
Year 1 to Year 2
EPS Development
Year 2 to Year 3
EPS Development
Year 3 to Year 4
Ø EPS-Growth p. a.
ALLOCATION LTIP TRANCHE TARGET ACHIEVEMENT
+ + +
1 2 3 4
=
4
Year – 1 Year 1 Year 2 Year 3 Year 4
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CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TARGET ACHIEVEMENT CORRIDOR
TARGET ACHIEVEMENT CORRIDOR EPS
IN %
Ø 50 % Start EPS to Ø 10 % p. a.
Shares • Allocation of a provisional number of virtual shares calculated from the quotient of the agreed individual
target amount and the average Xetra share price of
TUIAG for the twenty trading days prior to the first
day of financial year.
•
The final number of virtual shares is calculated from the product of the preliminary number of virtual
shares and the degree of target achievement of the key figures.
Payment Multiplication of the final number of virtual shares by the average Xetra share price of TUIAG of the last
twenty trading days in the respective performance period.
(4) Fringe benefits TARGET
The fringe benefits should be competitive in the market for highly qualified members of the Executive
Board in order to attract and retain suitable candidates for the Company in the long term. Furthermore, an
attractive working environment shall be created for the members of the Executive Board.
• For business trips, reimbursement of travel expenses
• Twice per financial year reimbursement of costs of a trip or individual travel components from pro-
grammes of tour operators in which
TUI holds a majority stake (incl. discount for family members); only
applies to the service agreements of Mr Joussen, Mr Burling, Mr Ebel and Mr Rosenberger; does not
apply to the service agreements of Mr Krueger and Ms Reiss
• Discount of 75 % on flights with a
TUI airline. Applies only to the service agreements of Mr Joussen,
Mr Burling, Mr Ebel and Mr Rosenberger; does not apply to the service agreements of Mr Krueger and
Ms Reiss
• Accident insurance
• Subsidy for health and long-term care insurance
• Criminal law protection and D&O insurance
• Company car / car allowance
Degree of target achievement
200
150
100
50
0
50 % absolute initial EPS + 15+ 10+ 5
EPS-Growth
p. a. (Ø)
Target achieve-
ment corridor
absolute EPS
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108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
(5) Maximum remuneration TARGET
MAXIMUM REMUNERATION
• CEO: € 7,500k
• Other Executive Board: € 3,500k
• Contractually defined upper limit for total remuneration (incl. fixed remuneration,
STI, LTIP, Company
pension scheme (b
AV) and fringe benefits). If the contractually defined upper limit of the total
remuneration is exceeded, the
LTIP is reduced proportionately in the inflow. The contractually defined
upper limit of the total remuneration corresponds to the respective maximum total remuneration for
the members of the Executive Board determined by the Supervisory Board.
€ '000
Fixed remuneration
*
STI LTIP Maximum
total remuneration
Friedrich Joussen 1,100.0 2,743.2 4,392.0 7,500.0
David Burling 680.0 1,080.0 2,208.0 3,500.0
Sebastian Ebel 680.0 1,080.0 2,208.0 3,500.0
Peter Krueger 600.0 1,004.4 1,836.0 3,500.0
Sybille Reiss 600.0 1,004.4 1,836.0 3,500.0
Frank Rosenberger 600.0 1,004.4 1,836.0 3,500.0
* Fixed amount, no cap applied.
(6) Severance payment cap in the event
of early termination of contract
TARGET
• CEO: Severance payment limited to the value of two years' remuneration
• Other Executive Board members: Severance payment limited to the value of one year's remuneration
• No change of control clauses agreed
(7) Pension benefits TARGET
The aim is to attract and retain the highly qualified members of the Executive Board necessary for the
development and implementation of the corporate strategy. The pension benefits or the pension subsidy
should be competitive in the market for highly qualified members of the Executive Board and offer them
an appropriate level of benefits in retirement.
Contributions to the company pension scheme • Mr Joussen: € 454.5k per year. In the case of Mr Joussen, the resulting pension can be paid out when
he reaches the age of 62.
•
Mr Ebel: € 207.0k per year. In the case of Mr Ebel, the resulting pension can be paid out when he reaches
the age of 62.
• Mr Rosenberger: € 230.0k per year. In the case of Mr Rosenberger, the resulting pension can be paid
out when he reaches the age of 63.
Fixed annual payout amounts for the purpose
of retirement benefits
• Mr Burling: € 225.0k per year
• Mr Krueger: € 230.0k per year
• Ms Reiss: € 230.0k per year
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CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
I.1 PENSION PROVISIONS FOR THE CURRENT MEMBERS OF THE EXECUTIVE BOARD UNDER
TUIAG'S PENSION SCHEME
Pension obligations for active members of the Executive Board in accordance with IAS19 totalled € 13,235.3k
as at 30September2022 (previous year € 15,984.5k). Of this amount, € 4,210.9k (previous year € 5,762.4k)
related to entitlements earned by Mr Ebel in the framework of his work for
TUI Group until 31August2006.
The remaining entitlements were distributed as follows:
Pensions and the amounts spent or accrued for this purpose by the current members
of the Executive Board under
TUIAG’s pension plan
Addition to / reversal
from pension provisions
Net present value
€ ’000 2022 2021 30 Sep 2022 30 Sep 2021
Friedrich Joussen – 694.7 497.2 4,751.1 5,445.8
Sebastian Ebel – 140.2 235.4 2,279.0 2,419.2
Frank Rosenberger – 362.7 342.8 1,994.3 2,357.0
Tot al – 1,197.6 1,075.4 9,024.4 10,222.0
For the pension obligations of Mr Ebel and Mr Rosenberger, corresponding assets were transferred in each
case to a trustee on a fiduciary basis in line with the contractual agreement in order to finance the pension
rights and to secure them in case of a security event.
No changes to these commitments were made in financial year 2022.
I.2 BENEFITS IN THE EVENT OF PREMATURE TERMINATION OF BOARD MEMBERSHIP
The payments to be made to a member of the Executive Board in the event of premature termination of his
employment contract without good cause are limited in principle in Mr Joussen's service agreement to the
value of two years' remuneration (severance payment cap).
In the service agreements of Mr Burling, Mr Ebel, Mr Krueger, Ms Reiss and Mr Rosenberger, it is agreed that
payments in the event of premature termination of their Executive Board activities without good cause may
not exceed the value of one year's remuneration (severance payment cap).
For all members of the Executive Board, no more than the remaining term of the service agreement is com-
pensated. For the calculation of the severance payment cap, the target direct remuneration (fixed remuner-
ation, target amount of the
STI and target amount of the LTIP) of the past financial year and, if applicable,
also the expected target direct remuneration for the current financial year are taken into account. If the
service contract is terminated for cause, the members of the Executive Board do not receive any benefits.
If the appointment of a member of the Executive Board is revoked, the respective service agreement shall
also end. If the revocation is not based on a reason which at the same time constitutes an important reason
for termination of the service agreement without notice, the service agreement shall end upon expiry of a
period of expiry. This expiry period is generally twelve months. An expiry period of 24 months was agreed
with Mr Joussen.
In the event of premature termination of the service contract, the
STI and the payments from the LTIP are
regulated as follows:
•
STI:
• If the service agreement is terminated by the Company before the end of the one-year performance
period for good cause for which the member of the Executive Board is responsible, or if the member of the
Executive Board resigns without good cause, the entitlement to an annual bonus for the performance
period in question shall lapse without replacement or compensation.
• In all other cases of early termination of the service agreement before the end of the one-year perform-
ance period, the
STI shall be paid pro rata temporis.
•
LTIP:
•
Claims under the LTIP shall lapse without replacement or compensation for all tranches not yet
disbursed if the service agreement is terminated by TUIAG before the end of the performance period
for cause for which the Executive Board member is responsible or by the Executive Board member
without cause.
• If the service agreement ends before the end of the performance period for other reasons, the entitle-
ments under the
LTIP for tranches not yet paid out are retained. The tranche for the current financial
year is reduced pro rata temporis. The amount to be paid out is determined in the same way as in the
case of a continuation of the service agreement.
It was agreed with Mr Joussen and Mr Burling that they may unilaterally resign from their positions as
members of the Executive Board from 1June2022 with three months' notice to 30September2022, whereby
the
STI and LTIP would be paid out in accordance with the service agreement and would not lapse. In the
event of Mr Joussen or Mr Burling exercising this right of resignation, an expiry period of 24 and 9 months
respectively was agreed for the respective service agreement. On 24June2022, Mr Joussen exercised his
right of resignation from his office as member of the Executive Board of
TUIAG ahead of schedule as per
30September2022. During the expiry period of 24 months,
TUIAG has agreed to process the service agree-
ment in accordance with the service agreement until the termination date. Mr Burling did not exercise his
right of resignation.
TUIAG shall be entitled to release the members of the Executive Board in connection with a termination of
the service agreement, in particular following a termination of this service agreement, irrespective of the
party declaring which such termination, or following the conclusion of a termination agreement, in whole or
in part from the obligation to perform work with continued payment of remuneration. The release shall
initially be irrevocable for the duration of any outstanding holiday entitlements, which are thereby settled.
Subsequently, the release shall be maintained until the termination of the service agreement. It is revocable
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112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
if there are questions in connection with the settlement of the employment relationship or if a temporary
activity becomes necessary for operational reasons.
The rest of the service agreement is not affected by this. The service agreements of the members of the
Executive Board do not contain any change of control clauses.
I.3 BENEFITS AND BENEFIT COMMITMENTS TO MEMBERS OF THE EXECUTIVE BOARD WHO HAVE LEFT THE
EXECUTIVE BOARD IN FINANCIAL YEAR 2022
In financial year 2022, no members resigned from TUIAG's Executive Board.
II REMUNERATION RESTRICTIONS BASED ON THE FRAMEWORK AGREEMENT
WITH THE ECONOMIC STABILISATION FUND
Principle
On 4January2021, TUIAG concluded a framework agreement with the Economic Stabilisation Fund
(Wirtschaftsstabilisierungsfonds – WSF) on the granting of stabilisation measures, which sets out various
requirements for the remuneration of Executive Board members during the utilisation of stabilisation meas-
ures (Framework Agreement
II). According to this agreement, any member of the Executive Board already
appointed on 31 December 2019 may not receive any remuneration in excess of the basic remuneration of
this member of the Executive Board as at 31 December 2019 (including any Group remuneration in the event
of dual employment at another Group Company), as long as at least 75 % of the stabilisation measure has not
been repaid. The framework agreement also stipulates that, as long as TUIAG makes use of the stabilisation
measure, it will not grant and thus not constitute any bonuses, other variable or comparable remuneration
components or special payments in the form of share packages, bonuses or other separate remuneration in
addition to the fixed salary, other remuneration components and benefits at the discretion of the Company
or
severance payments not required by law to members of the Executive Board ‘including any Group remu-
neration’.
For members of the Executive Board who are appointed as members of the Executive Board at the time the
stabilisation measure is granted or thereafter, the upper limit shall be the basic remuneration of members
of the Executive Board with the same level of responsibility as at 31 December 2019.
Procedure
TUIAG has agreed corresponding amendments to the service agreements with all Executive Board members,
adjusting the benefits generally promised under the remuneration system to the remuneration restrictions
agreed with the Economic Stabilisation Fund.
Due to the corresponding amendment of the service agreements and the waivers of the Executive Board
members,
TUIAG deviates from the remuneration system in place in financial year 2022 with regard to the
Short Term Incentive (
STI) and the Long Term Incentive Plan (LTIP). The deviation is in the interest of TUIAG
and is a prerequisite for
TUIAG to be able to take advantage of stabilisation measures in accordance with
the Economic Stabilisation Fund Act, if required. Apart from that, there were no deviations from the current
remuneration system in financial year 2022.
III OVERVIEW: INDIVIDUAL REMUNERATION OF THE MEMBERS OF THE EXECUTIVE BOARD
III.1 ACHIEVEMENT OF TARGETS
The following describes how the performance criteria were applied and the targets for the variable remuneration
components were achieved in financial year 2022.
III.1.1 STI
The multiplication of the target amounts with the weighted target achievement levels for EBIT and cash flow
and the individual performance factor results in the amount taken into account for the payment of the
STI
per member of the Executive Board.
With regard to
STI's individual performance factor for financial year 2022, the Supervisory Board decided
before the start of financial year 2022 to defer the individual targets in favour of the overall Executive Board
targets against the background of the Company-wide transformation process. Thus, the further implemen-
tation of the transformation through the simplification of the system landscape was a key target. Operationally,
the focus was on expanding the range and variety of products, but also on the automation and analysis of
processes.
In addition, the members of the Executive Board have been given ESG targets. These include the development
of a pilot project to create a sustainable destination and the implementation of strategic targets of a new
sustainability agenda. Due to remuneration restrictions, the Supervisory Board has refrained from deter-
mining target achievement for
EBIT (reported) and cash flow. The effects of the COVID-19 pandemic, which
in the meantime has led to significant restrictions in business operations and to far-reaching disruptions in
air traffic, as well as the impact of the sustained increase in inflation, have led to the achievement of the two
TARGET
AMOUNT
Individual target
amount for STI
according to service
agreement
Interpolated degree
of target
achievement
Reported EBIT
vs. Target EBIT at
constant currency
Weighting:
75 %
CASH FLOW
Interpolated degree
of target
achievement
Weighting:
25 %
INDIVIDUAL
PERFORMANCE
FACTOR
• EB objectives
• Stakeholder
objectives
• Individual objectives
(Flexible weighting)
0 .8– 1. 2
ACTUAL STI
AMOUNT
Actual STI amount
100 % cash payout
(subject to claw-back)
+
+
+
=
Description STI
FINANCIAL PERFORMANCE TARGETS
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Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
performance targets in financial year 2022 being impaired, despite a significant recovery in booking numbers
compared to the previous year and restrictive cost management. In principle, around 74 % of the EBIT
(reported) target for the financial year 2022 and 66 % of the cash flow target would have been achieved. As
a result of the remuneration restrictions, there is no granted and owed remuneration within the meaning of
Section 162 para. 1 sentence 1, sentence 2 no. 1 AktG from the
STI for financial year 2022.
*
In applying the remuneration restrictions, the Supervisory Board accordingly waived the determination of
the individual performance factor. With the immense amount of work of the Executive Board members once
again had to deliver due to the extraordinary challenges of financial year 2022, they demonstrated above-
average commitment and dedication, while remaining focused on the agreed targets. In its discussions, the
Supervisory Board agreed that the entire Executive Board did an excellent job in financial year 2022 in a
persistently challenging environment. The balance sheet was further stabilised through very stringent cash
management, massive cost reductions and the development of extensive sources of financing. The Super-
visory Board expressly acknowledges this extraordinary performance.
III.1.2 LTIP
The payment of the LTIP tranche 2019 – 2022 is governed by the provisions of the remuneration system,
which came into effect retroactively as of 1October2017.
The
LTIP tranche was based on an average TUIAG share price of € 9.87 at the time of allocation. At the end
of the performance period, TUIAG's average stock price was € 1.509. Due to the degree of target achievement
of TUIAG's TSR rank compared with the TSR values of the companies in the STOXX Europe 600 Travel &
Leisure over the performance period, the target achievement for
LTIP was 0 %. EPS also failed to reach a
level of target achievement that would generally lead to a payout. Although the
EPS was below the € 0.50
mark for financial years 2020, 2021 and 2022, at which point the Supervisory Board is to set new absolute
target values for the
EPS as well as minimum and maximum values for determining the percentage target
achievement in accordance with the relevant remuneration system. As a result, however, the remuneration
restrictions of Framework Agreement II would not allow a payout. The Supervisory Board has therefore
decided not to set any new absolute target values for the EPS and no minimum and maximum values for
determining the percentage target achievement for the
LTIP tranche 2019 – 2022. For the LTIP tranche
2019 – 2022, there is no remuneration granted and owed in December 2022 within the meaning of Section
162 para. 1 sentence 1, sentence 2 no. 1 AktG.
*
III.2 LOANS OR ADVANCES
No loans or advances were granted to the members of the Executive Board in financial year 2022, as in the
previous year and the previous years.
III.3 APPLICATIONS
III.3.1 ‘REMUNERATION GRANTED AND OWED’ WITHIN THE MEANING OF SECTION 162
(
1
)
SENTENCE 1 AKTG IN FINANCIAL YEAR 2022
Pursuant to Section 162 para. 1 sentence 1, sentence 2 no. 1 AktG, all fixed and variable remuneration com-
ponents ‘granted and owed’ to the individual members of the Executive Board in financial year 2022 must
be disclosed. The values stated for both the STI and the LTIP for financial year 2022 refer to the remuneration
components ‘granted and owed’ in the respective financial year pursuant to Section 162 (1) sentence 1 AktG.
They thus include all benefits earned in the respective financial year. The value of the
STI therefore corres-
ponds to the amount for the
STI for financial year 2022, which would not be paid out until financial year 2023
in accordance with the service agreement. The value of the
LTIP tranche 2019 – 2022 therefore corresponds
in value to the amount for the
LTIP whose four-year term ended on 30September2022, but which would not
be paid out until the 2023 financial year in accordance with the service agreement.
In the previous year, the term ‘remuneration granted and owed’ within the meaning of Section 162 para. 1
sentence 1, sentence 2 no. 1 AktG was defined differently. According to this definition, the remuneration
granted and owed included the benefits actually received in the respective financial year, regardless of financial
year for which they would have been received by the members of the Executive Board. The value of the STI
therefore corresponded to the amount for the
STI from the 2020 financial year, which would not have been
paid out until the 2021 financial year in accordance with the service agreements. The value of the 2017 – 2020
LTIP tranche therefore corresponded in terms of value to the amount for the LTIP whose four-year term
ended on 30September2020, but which would not have been paid out until the 2021 financial year in
accordance with the service agreements. The change in definition is based on the use of an option resulting
from a clarification by the Institute of Public Auditors (Institut der Wirtschaftsprüfer). The change in definition
had no effect on the disclosure of the amount of Executive Board remuneration, as no variable remuneration
components were paid out due to the remuneration restrictions.
PROVISIONAL
SHARES
Individual
Target amount LTIP
Ø Xetra share price
TUIAG
20 trading days
prior to start
of performance
period
T S R
Interpolated
degree of target
achievement for
TSR ranking
TSR TUI
(STOXX Europe
600 Leisure &
Travel)
2
E P S
Interpolated
degree of target
achievement for
EPS
Ø development of
EPS p. a. over
the performance
period
SHARE PRICE
Ø Xetra share price
TUIAG
20 trading days
before end of
performance
period
P A Y M E N T
Individual payment
amount of
LTIP Tranche
+
+
+
=
* The definition of the remuneration granted and owed within the meaning of Section 162 para. 1 sentence 1, sentence 2 no. 1 AktG can be
found in Section III. 3.1.
143
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Remuneration ‘granted and owed remuneration’ pursuant to section 162 (1) sentence 1 AktG
Friedrich Joussen
CEO,
since 14February2013
1
David Burling
Member of the Executive Board,
since 1June2015
Sebastian Ebel
Member of the Executive Board,
since 12 December2014
€ ’000
2021
in %
2
€ ’000
2022
in %
2
€ ’000
2021
in %
2
€ ’000
2022
in %
2
€ ’000
2021
in %
2
€ ’000
2022
in %
2
Fixed remuneration 1,100.0 63.0 1,100.0 63.6 680.0 73.4 680.0 73.6 680.0 70.2 680.0 70.7
Fringe benefits
3
52.1 3.0 57.6 3.3 21.1 2.3 19.2 2.1 18.0 1.9 18.0 1.9
Tot al 1,152.1 66.0 1,157.6 66.9 701.1 75.7 699.2 75.7 698.0 72.0 698.0 72.6
STI 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
LTIP
LTIP Tranche (2018 – 2021) 0.0 0.0 0.0 0.0 0.0 0.0
LTIP Tranche (2019 – 2022) 0.0 0.0 0.0 0.0 0.0 0.0
Others 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Claw Back according to § 162 para. 1
sen. 2 no. 4 AktG
4
0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Tot al 1,152.1 66.0 1,157.6 66.9 701.1 75.7 699.2 75.7 698.0 72.0 698.0 72.6
Pension / service costs
5
592.7 34.0 571.6 33.1 225.0 24.3 225.0 24.3 271.1 28.0 263.5 27.4
Total remuneration 1,744.8 100.0 1,729.2 100.0 926.1 100.0 924.2 100.0 969.1 100.0 961.5 100.0
1
Member of the Executive Board since 15October2012 until 30September2022; Co-Chairman of the Executive Board from 9 December 2014 to 9February2016.
2
The relative shares stated here refer to the remuneration components ‘granted and owed’ in the respective financial year in accordance with section 162 (1) sentence 1 AktG. They thus include all benefits
actually granted in the respective financial year, irrespective of the financial year for which they were paid to the Executive Board members. The relative shares are therefore not comparable with the relative
shares in the description of the remuneration system pursuant to section 87a (1) no. 3 AktG, which will be submitted to the Annual General Meeting together with this Remuneration Report. The shares
stated in the remuneration system refer to the respective target values.
3
Without insurance from group contracts.
4
The service agreements of the members of the Executive Board include – in accordance with the remuneration system adopted by the Supervisory Board in December 2019 – a compliance malus and clawback
provision. In financial year 2022 TUIAG did not use this provision.
5
For Mr Joussen, Mr Ebel and Mr Rosenbeger service costs according to IAS19, therefore not constituting ‘awarded and owed’ remuneration’ within the meaning of section 162 (1) sentence 1 AktG. For Mr Burling,
Mr Krueger and Mrs Reiss payments for pension contribution and therefor part of ‘awarded and owed’ remuneration within the meaning of Section 162 (1) sentence 1 AktG.
6
Member of the Executive Board until 31October2022.
Table continues on next page
144
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Remuneration ‘granted and owed remuneration’ pursuant to section 162 (1) sentence 1 AktG
Peter Krueger
Member of the Executive Board,
since 1January2021
Sybille Reiss
Member of the Executive Board,
since 1July2021
Frank Rosenberger
Member of the Executive Board,
since 1January2017
6
€ ’000
2021
in %
2
€ ’000
2022
in %
2
€ ’000
2021
in %
2
€ ’000
2022
in %
2
€ ’000
2021
in %
2
€ ’000
2022
in %
2
Fixed remuneration 450.0 70.8 600.0 70.8 150.0 70.8 600.0 70.8 600.0 59.2 600.0 60.8
Fringe benefits
3
13.5 2.1 18.0 2.1 4.5 2.1 18.0 2.1 30.5 3.0 25.2 2.6
Tot al 463.5 72.9 618.0 72.9 154.5 72.9 618.0 72.9 630.5 62.3 625.2 63.3
STI 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
LTIP
LTIP Tranche (2018 – 2021) 0.0 0.0
LTIP Tranche (2019 – 2022) 0.0 0.0
Others 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Claw Back according to § 162 para. 1
sen. 2 no. 4 AktG
4
0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0
Tot al 463.5 72.9 618.0 72.9 154.5 72.9 618.0 72.9 630.5 62.3 625.2 63.3
Pension / service costs
5
172.5 27.1 230.0 27.1 57.5 27.1 230.0 27.1 382.2 37.7 362.3 36.7
Total remuneration 636.0 100.0 848.0 100.0 212.0 100.0 848.0 100.0 1,012.7 100.0 987.5 100.0
1
Member of the Executive Board since 15October2012 until 30September2022; Co-Chairman of the Executive Board from 9 December 2014 to 9February2016.
2
The relative shares stated here refer to the remuneration components ‘granted and owed’ in the respective financial year in accordance with section 162 (1) sentence 1 AktG. They thus include all benefits
actually granted in the respective financial year, irrespective of the financial year for which they were paid to the Executive Board members. The relative shares are therefore not comparable with the relative
shares in the description of the remuneration system pursuant to section 87a (1) no. 3 AktG, which will be submitted to the Annual General Meeting together with this Remuneration Report. The shares
stated in the remuneration system refer to the respective target values.
3
Without insurance from group contracts.
4
The service agreements of the members of the Executive Board include – in accordance with the remuneration system adopted by the Supervisory Board in December 2019 – a compliance malus and clawback
provision. In financial year 2022 TUIAG did not use this provision.
5
For Mr Joussen, Mr Ebel and Mr Rosenbeger service costs according to IAS19, therefore not constituting ‘awarded and owed’ remuneration’ within the meaning of section 162 (1) sentence 1 AktG. For Mr Burling,
Mr Krueger and Mrs Reiss payments for pension contribution and therefor part of ‘awarded and owed’ remuneration within the meaning of Section 162 (1) sentence 1 AktG.
6
Member of the Executive Board until 31October2022.
Continued from previous page
145
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
III.3.2 COMPLIANCE WITH THE MAXIMUM REMUNERATION AS REMUNERATION CAPS
For financial year 2022, in addition to the maximum amounts for the one-year and multi-year variable remu-
neration, a maximum amount for the remuneration for financial year as a whole (including fringe benefits
and pension commitment) is provided for in accordance with Section 87a para. 1 sentence 2 no. 1 AktG. This
maximum remuneration is € 7.5 m for the Chairman of the Executive Board and € 3.5 m for an ordinary
member of the Executive Board and relates to the remuneration granted for a financial year. If the remuner-
ation for financial year 2022 exceeds the aforementioned maximum limit, the LTIP will be reduced accordingly.
As the multi-year variable remuneration component is not available until the third year after the end of the
reporting year due to the four-year performance period, compliance with the maximum remuneration for
financial year 2022 can only be reported conclusively as part of the Remuneration Report for financial year 2025.
III.3.3 COMPARISON OF THE ANNUAL CHANGE IN THE REMUNERATION OF THE MEMBERS OF THE
EXECUTIVE BOARD WITH THE DEVELOPMENT OF EARNINGS AND THE AVERAGE REMUNERATION
OF EMPLOYEES OF TUIAG
The following table shows a comparison of the percentage change in the remuneration of the Executive
Board members with the development of TUIAG's earnings and with the average remuneration of employees
on a full-time equivalent basis as against the previous financial year.
*
The remuneration of the Executive
Board members included in the table reflects the benefits earned in the respective financial year. For active
members of the Executive Board, these values for financial year 2022 correspond to the values stated in the
table 'Remuneration granted and owed within the meaning of Section 162 (1) sentence 1 AktG'.
As a matter of principle, the development of earnings is presented on the basis of the development of
TUIAG's net profit for the year in accordance with Section 275 (2) no 17 of the German Commercial Code
(
HGB). Since the remuneration of the Executive Board members also depends to a significant extent on the
development of Group key figures,
TUI Group's earnings trend also includes the development of TUI Group's
underlying
EBIT shown in the consolidated financial statements for financial years 2020, 2021 and 2022 and
TUI Group's underlying EBITA shown in the consolidated financial statements for financial years 2017 to 2019.
The comparison with the development of average employee remuneration is based on the average remuner-
ation of
TUIAG's workforce. Since the employee and remuneration structures in the subsidiaries are diverse,
in particular in the case of employees abroad, it is appropriate to base the comparison of the development
of average remuneration only on
TUIAG's workforce. This comparative group was also used to review the
appropriateness of the remuneration of the Executive Board members. The remuneration of all employees,
including executive employees within the meaning of Section 5 (3) German Works Council Constitution Act
(Betriebsverfassungsgesetz – BetrVG), was taken into account. Where employees also received remuneration
as members of
TUIAG's Supervisory Board, this remuneration was not taken into account. In order to ensure
comparability, the remuneration of part-time employees was extrapolated to full-time equivalents.
* Pursuant to Section 26j, (2), sentence 2 of the Introductory Act to the Stock Corporation Act (EGAktG), a comparison of the average
remuneration of employees on a full-time equivalent basis over the last five financial years pursuant to Section 162, (1), sentence 2,
no. 2 of the German Stock Corporation Act (AktG) is not yet to be included in the Remuneration Report.
Comparison of annual change to Executive Board remuneration according to section 162 para. 1 no. 2 AktG
Annual change (in %)
2022 vs. 2021
6
2021
vs
. 2020 2020
vs
. 2019 2019
vs
. 2018 2018
vs
. 2017
Executive Board remuneration
1
Friedrich Joussen 0 5 – 1 – 74 31
David Burling 0 7 – 8 – 55 14
Sebastian Ebel 0 4 – 2 – 58 30
Peter Krueger
7
33
Sybille Reiss
7
300
Frank Rosenberger – 1 5 – 1 – 45 36
Horst Baier
(
CFO until 30September2018)
2
0 5 10 – 73 8
Birgit Conix
(
CFO until 31 December 2020) – 100 – 32 – 4 144
DrElke Eller
(
CHRO until 30June2021) – 97 – 1 0 – 48 9
Earnings performance
TUIAG
3
– 177 30 – 1,994 – 88 33
TUI Group
4
120 69 – 435 – 22 4
Average employee remuneration
on
FTE basis
Company employees 10 6 – 2
1
Remuneration granted and owed within the meaning of section 162 (1) sentence 1 AktG (fixed remuneration, STI, LTIP, fringe benefits
and fixed annual pension payment for Mr Burling, Mr Krueger and Ms Reiss). In addition to the active members of the Executive Board,
those former Executive Board members were taken into account who still received remuneration from their active activities within the
comparison period.
2
Mr Baier received a payout from his pension plan in financial years 2019 to 2022. In financial year 2021, he received a final payout from
the remuneration granted and owed from the 2017 – 2020 LTIP tranche.
3
Annual result within the meaning of section 275 para 2 no. 17 HGB.
4
Underlying EBIT of TUI Group for financial years 2022, 2021 and 2020. For financial years 2017 to 2019, underlying EBITA of TUI Group.
5
Due to the achievement of the company's targets, a higher bonus is paid out this year than last year.
6
The comparison for financial years 2021 and 2022 was based on the amended definition of remuneration granted and owed pursuant
to section 162 (1) no. 2 AktG.
7
Pro rata remuneration in financial year 2021.
146
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
REVIEW OF THE APPROPRIATENESS OF EXECUTIVE BOARD REMUNERATION AND PENSIONS
The Supervisory Board conducted the annual review of the Executive Board remuneration and pensions for
financial year 2022. It came to the conclusion that the amount of the Executive Board remuneration and the
pensions are appropriate from a legal point of view pursuant to Section 87 (1) of the German Stock Corpor-
ation Act (AktG).
For the assessment of the appropriateness of the Executive Board remuneration and pensions, the Super-
visory Board also regularly calls on external advice. This involves assessing the relationship between the
amount and structure of Executive Board remuneration and the remuneration of senior management and
the workforce as a whole from an external perspective (vertical comparison). In addition to a status quo
analysis, the vertical comparison also takes into account the development of remuneration ratios over time.
Secondly, the remuneration level and structure are assessed on the basis of
TUIAG's positioning in a com-
parative market (horizontal comparison). The comparative market consists of a combination of
DAX and
MDAX companies falling within the scope of the German Stock Corporation Act (AktG), belonging to related
sectors or having comparable core characteristics and being of a similar size. In addition to the fixed remu-
neration, the horizontal comparison also includes the short- and long-term remuneration components as
well as the amount of the Company pension plan.
Companies for the assessment of the appropriateness of Executive Board remuneration
(as at 30September2022)
Company
Stock market segment
Company Stock market segment
Adidas AG DAX Infineon Technologies AG DAX
Aixtron SE MDAX K+S AG MDAX
Aurubis AG MDAX KION GROUP AG MDAX
BASF SE DAX LANXESS AG MDAX
Bayer AG DAX LEG Immobilien AG MDAX
Bechtle AG MDAX Mercedes-Benz AG DAX
Beiersdorf AG DAX Merck KGaA DAX
Brenntag AG DAX MTU Aero Engines AG DAX
Carl Zeiss Meditec AG MDAX Nemetschek SE MDAX
Continental AG DAX ProSiebenSat.1 Media SE MDAX
Covestro AG DAX PUMA SE DAX
CTS Eventim AG & Co. KGaA MDAX QIAGEN N.V. DAX
Delivery Hero AG MDAX Rheinmetall AG MDAX
Deutsche Lufthansa AG MDAX RTL Group SA MDAX
Deutsche Post AG DAX RWE AG DAX
Deutsche Telekom AG DAX SAP SE DAX
Deutsche Wohnen AG MDAX Scout24 AG MDAX
Dürr AG MDAX Siemens AG DAX
ENCAVIS AG MDAX Siemens Healthineers AG DAX
E.ON SE DAX Siltronic AG MDAX
Evonik Industries AG MDAX Software AG MDAX
Evotec AG MDAX Stabilus SE MDAX
Fraport AG MDAX Ströer SE & Co. KGaA MDAX
freenet AG MDAX Symrise AG DAX
Fresenius Medical Care AG & Co KGaA DAX TAG Immobilien AG MDAX
Fresenius SE & Co KGaA DAX TeamViewer AG MDAX
Fuchs Petrolub SE MDAX
Telefónica Deutschland Holding AG
MDAX
GEA Group AG MDAX ThyssenKrupp AG MDAX
Gerresheimer AG MDAX United Internet AG MDAX
HeidelbergCement AG DAX Volkswagen AG DAX
HelloFresh SE MDAX Vonovia SE DAX
Henkel AG & Co KGaA DAX Wacker Chemie AG MDAX
Hugo Boss AG MDAX Zalando SE DAX
147
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Against the backdrop of the remuneration restrictions and the resulting elimination of the payment of variable
remuneration components, the Supervisory Board did not commission a corresponding expert opinion on
the appropriateness of the remuneration level for members of the Executive Board for financial year 2022.
As in financial years 2019, 2020 and 2021, the remuneration was significantly below that of financial year
2018, the appropriateness of which was again assessed and confirmed. The amount of the remuneration
granted and owed, which for financial year 2022 consists only of fringe benefits and pension contributions in
addition to the fixed remuneration, was largely known to the Annual General Meeting whichh approved the
remuneration system in financial year 2021 and the 2021 Remuneration Report in financial year 2022.
III.3.4 BENEFITS TO FORMER MEMBERS OF THE EXECUTIVE BOARD
For former members of the Executive Board and their surviving dependents, total pension payments in financial
year 2022 amounted to € 6,248.9k (previous year € 6,074.2k). Of this amount, € 917.5k was attributable to
Michael Frenzel, who left the Executive Board on 31March2014, and € 1,003.6k to Horst Baier, who left the
Executive Board on 30September2018, in financial year 2022. The remaining payments related to former
members of the Executive Board who left
TUIAG's Executive Board more than ten years ago.
At the balance sheet date, pension provisions for former members of the Executive Board and their surviving
dependants totalled € 62,985.5k (previous year € 71,766.5k) measured in accordance with
IAS19 – excluding
Mr Ebel's entitlements of € 4,210.9k (previous year € 5,762.4k) earned in the framework of his service for
TUI Group before 31August2006.
TUIAG and Dr Eller agreed on the premature termination of the Executive Board mandate and the Labour
Director mandate as per 30June2021. On the occasion of the termination,
TUIAG concluded a termination
agreement with Dr Eller. The subject matter of the termination agreement included the continuation of the
employment contract until the end of the regular termination date, i. e. until 14October2021.
TUIAG has
agreed to Dr Eller that it would continue to pay her remuneration in accordance with the service agreement
until the termination date of the service agreement.
TUIAG also continued to make contributions to the
Company pension scheme until that date. In financial year 2022, Dr Eller was thus entitled to a pro rata fixed
remuneration of around € 26.4k.
Supervisory Board and Supervisory Board Remuneration
CONFIRMATION OF THE REMUNERATION SYSTEM BY THE SHAREHOLDERS
According to the German Stock Corporation Act (AktG) in the version of the SRD II, the Annual General
Meeting of a listed Company must resolve on the remuneration of the members of the Supervisory Board
at least every four years. A resolution confirming the existing remuneration is also permissible. The resolution
must comply with new formal requirements. Such a resolution was passed by the Annual General Meeting
on 25March2021. The remuneration system for the members of the Supervisory Board was approved by
99.7 % and thus adopted. In addition, the Remuneration Report prepared and audited in accordance with
Section 162 of the German Stock Corporation Act (AktG) for financial year ended 30September2021 was
approved by the shareholders of
TUIAG on 08February2022 with 98.72 %.
COMPOSITION OF THE SUPERVISORY BOARD
In accordance with the Articles of Association, the Supervisory Board of TUIAG comprises a total of
20 members. At the Annual General Meeting on 8February2022, there were no new or renewed mandates
to be filled by shareholder representatives.
Ms Carola Schwirn resigned from the Supervisory Board at the end of 28February2022. By court appoint-
ment on 1April2022, Ms Sonja Austermühle was appointed as a member of the Supervisory Board as an
employee representative.
On 2March2022, Mr Mordashov notified the Company that he was resigning from his mandate as a member
of
TUIAG's Supervisory Board with immediate effect. On 3March2022, Mr Vladimir Lukin also notified us
that he was resigning from his mandate as shareholder representative on
TUIAG's Supervisory Board with
immediate effect. Ms Helena Murano and Mr Christian Baier were appointed as members of
TUIAG's Super-
visory Board by court order on 31May2022 to fill the vacancies. The applications for court appointment
were each submitted until the next ordinary Annual General Meeting.
148
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Composition of the Supervisory Board
DrDieter Zetsche Member since 13February2018
Chairman
Frank Jakobi
*
Member since 15August2007
Vice-Chairman
Ingrid-Helen Arnold Member since 11February2020
Sonja Austermühle
*
Member since 1April2022
Christian Baier Member since 31May2022
Andreas Barczweski
*
Member since 10May2006
Peter Bremme
*
Member since 2July2014
DrJutta Dönges Member since 25March2021
Prof. DrEdgar Ernst Member since 9February2011
Wolfgang Flintermann
*
Member since 13June2016
María Garaña Corces Member since 11February2020
Stefan Heinemann
*
Member since 21July2020
Janina Kugel Member since 25March2021
Helena Murano Member since 31May2022
Mark Muratovic
*
Member since 25March2021
Vladimir Lukin Member from 12February2014 to 28October2014 and
from 5June2019 to 3March2022
Coline McConville Member since 11 December 2014
Alexey Mordashov Member since 9February2016 to 2March2022
Carola Schwirn
*
Member since 1August2014 to 28February2022
Anette Strempel
*
Member since 2January2009
Joan Trían Riu Member since 12February2019
Tanja Viehl
*
Member since 25March2021
Stefan Weinhofer
*
Member since 9February2016
* Employee representatives.
I REMUNERATION OF THE SUPERVISORY BOARD IN FINANCIAL YEAR 2022
The rules and remuneration of the members of the Supervisory Board are set out in Section 18 of TUIAG's
Articles of Association, permanently accessible to the public on the internet. Supervisory Board remuneration
is reviewed at appropriate intervals. It takes account of the expected time commitment for the mandate and
the practice in companies of a comparable size, industry and complexity.
149
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FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
(1) Fixed remuneration Supervisory Board TARGET
The aim is to attract and retain highly qualified members of the Supervisory Board. This will promote the
efficiency of the Supervisory Board's work and the long-term development of
TUIAG.
• Chairman: € 270.0k
• Vice-Chairman: € 180.0k
• Member: € 90.0k
• In each case plus the value-added tax on the remuneration
In accordance with the provisions of
TUIAG's Articles of Association, retired members of the Supervisory
Board shall receive (pro rata temporis) fixed remuneration from
TUIAG for the last time immediately after
the end of financial year in which they resigned for the duration of their membership of
TUIAG's Supervis-
ory Board. After the final payment of the (pro rata temporis) fixed remuneration, retired members of
the Supervis ory Board shall no longer receive any remuneration from
TUIAG for their former Supervisory
Board activities.
(2) Fixed remuneration Committees PRESIDING COMMITTEE
AUDIT COMMITTEE
STRATEGY COMMITTEE
*
NOMINATING COMMITTEE
TRANSACTION COMMITTEES
• Chairman: € 42.0k
• Member: € 42.0k
• Chairman: € 126.0k
• Member: € 42.0k
• Chairman: € 84.0k
• Member: € 42.0k
• None
• None
(3) Attendance fees • Supervisory Board: € 1.0k per meeting
• Presiding Committee: € 1.0k per meeting
• Audit Committee: € 1.0k per meeting
• Strategy Committee: € 1.0k per meeting
• Nomination Committee: € 1.0k per meeting
• Transaction Committees: none
(4) Maximum remuneration
Since the remuneration of the members of the Supervisory Board does not consist of variable but
exclusively of fixed components, there is no need to determine a maximum total remuneration for the
members of the Supervisory Board. The provisions of the German Stock Corporation Act (AktG) in the
version of the
SRD II expressly provide for the determination of a maximum remuneration only for the
members of the Executive Board, but not for the members of the Supervisory Board.
* The Strategy Committee was dissolved at the end of financial
year 2022. Accordingly, the committee remuneration for the
Strategy Committee will not be received for the following years.
150
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
(5) D&O OBJECTIVE
In addition, the members of the Supervisory Board are included in a pecuniary damage liability insur-
ance policy (so-called D&O insurance) taken out by the Company in the interest of the Company at an
appropriate amount. The premiums for this are paid by the Company. There is no deductible.
I.1 TOTAL REMUNERATION OF THE SUPERVISORY BOARD
I.1.1 REMUNERATION
‘GRANTED AND OWED’ WITHIN THE MEANING OF SECTION 162 PARA. 1 SENTENCE 1
OF THE GERMAN STOCK CORPORATION ACT
(
AKTG
)
IN FINANCIAL YEAR 2022
Pursuant to Section 162 (1) sentence 1, sentence 2 no. 1 AktG, all fixed and variable remuneration compon-
ents ‘granted and owed’ to the individual members of the Supervisory Board in financial year 2022 must be
disclosed. The values stated refer to the remuneration components ‘granted and owed’ in the respective
financial year pursuant to Section 162 (1) sentence 1 AktG. They thus include all benefits earned in the
respective financial year, regardless of whether they were received by the members of the Supervisory
Board in the respective financial year. In terms of value, the amounts for financial year 2022 are therefore
also taken into account, which, according to the Articles of Association, will only be paid out in financial
year 2023.
The remuneration granted and owed to the Supervisory Board includes the fixed remuneration
earned for financial year 2022, but which, according to the Articles of Association, will only be paid in financial
year 2023. The attendance fees, on the other hand, are usually paid immediately after the respective meet-
ings, so that the attendance fees for the Supervisory Board meetings in 2022 were also paid in the financial
year 2022.
In the previous year, the term of remuneration granted and owed within the meaning of Section 162 para. 1
sentence 1, sentence 2 no. 1 AktG was defined differently. According to this definition, the remuneration
granted and owed included the benefits actually received in the respective financial year, regardless of financial
year for which they would have been received by the members of the Supervisory Board. In terms of value,
the amounts for the 2020 financial year were taken into account, which would not have been paid out until
the 2021 financial year in accordance with the Articles of Association. The change in definition is based on
the use of an option resulting from a clarification by the Institute of Public Auditors (Institut der Wirtschafts-
prüfer).
Total remuneration granted and owed to the Supervisory Board
€ '000
2022 2021
adjusted
*
Fixed remuneration 1,980.9 1,896.0
Remuneration for committee memberships 906.3 865.9
Attendance fees 245.0 372.0
Total remuneration for TUIAG Supervisory Board mandate 3,132.2 3,133.9
Remuneration for Supervisory Board mandates in the Group 50.7 26.5
Tot al 3,182.9 3,160.4
* Financial year 2021 adjusted due to a change in the definition of the term ‘granted and owed’.
In addition, travel costs and expenses amounting to € 72.5k (previous year € 0k) were reimbursed. The
remuneration of the Supervisory Board in financial year 2022, together with the reimbursement of travel
costs and expenses, amounted to € 3,255.4k (previous year € 3,160.4 k).
I.2. REMUNERATION ‘GRANTED AND OWED’ WITHIN THE MEANING OF SECTION 162 PARA. 1 SENTENCE 1
OF THE GERMAN STOCK CORPORATION ACT
(
AKTG
)
IN FINANCIAL YEAR 2022
Pursuant to Section 162 (1) sentence 1, sentence 2 no. 1 of the German Stock Corporation Act (AktG), all
fixed and variable remuneration components ‘granted and owed’ to the individual members of the Super-
visory Board in financial year 2022 must be disclosed. The values stated refer to the remuneration compon-
ents ‘granted and owed’ in the respective financial year pursuant to Section 162 (1) sentence 1 AktG. They
thus include all benefits earned in the respective financial year, regardless of whether they were received by
the members of the Supervisory Board in the respective financial year. In terms of value, the amounts for
financial year 2022 are therefore also taken into account, which, according to the Articles of Association, will
only be paid out in financial year 2023.
151
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Granted and owed remuneration of the Supervisory Board (individual) in financial year 2022
Fixed remuneration
€ ’000
in %
Remuneration
for committee
€ ’000
in %
Attendance fee
€ ’000
in %
Remuneration for
Supervisory Board
mandates in the
Group
€ ’000
in %
To t a l
Dr Dieter Zetsche (Chairman) 270.0 58.4 168.0 36.4 24.0 5.2 462.0
Frank Jakobi (Vice Chairman) 180.0 54.5 126.0 38.2 24.0 7.3 330.0
Ingrid-Helen Arnold 90.0 92.8 0.0 7.0 7.2 97.0
Sonja Austermühle
1
45.0 74.1 0.0 2.0 3.3 13.7 22.6 60.7
Christian Baier
2
30.3 61.3 14.1 28.5 5.0 10.1 49.4
Andreas Barczewski 90.0 75.9 0.0 7.0 5.9 21.5 18.1 118.5
Peter Bremme 90.0 62.1 42.0 29.0 13.0 9.0 145.0
DrJutta Dönges
3
90.0 42.8 100.5 47.7 20.0 9.5 210.5
Prof. DrEdgar Ernst 90.0 27.8 210.0 64.8 24.0 7.4 324.0
Wolfgang Flintermann 90.0 92.8 0.0 7.0 7.2 97.0
María Garaña Corces 90.0 92.8 0.0 7.0 7.2 97.0
Stefan Heinemann 90.0 61.6 42.0 28.8 14.0 9.6 146.0
Janina Kugel 90.0 92.8
0.0 7.0 7.2 97.0
Vladimir Lukin
4
38.3 46.1 35.7 43.0 9.0 10.8 83.0
Coline McConville 90.0 64.3 42.0 30.0 8.0 5.7 140.0
Alexey Mordashov
5
0.0 0.0 0.0 0.0 7.0 100.0 7.0
Helena Murano
2
30.3 93.8 0.0 2.0 6.2 32.3
Mark Muratovic 90.0 55.7 42.0 26.0 14.0 8.7 15.5 9.6 161.5
Carola Schwirn
6
37.0 92.5 0.0 3.0 7.5 40.0
Anette Strempel 90.0 62.1 42.0 29.0 13.0 9.0 145.0
Joan Trían Riu 90.0 92.8 0.0 7.0 7.2 97.0
Tanja Viehl 90.0 92.8 0.0 7.0 7.2 97.0
Stefan Weinhofer 90.0 61.6 42.0 28.8 14.0 9.6 146.0
Tot al 1,980.9 62.2 906.3 28.5 245.0 7.7 50.7 1.6 3,182.9
1
Pro rata temporis view of all remuneration components as of 1April2022.
2
Pro rata temporis view of all remuneration components as of 31May2022.
3
Pro rata temporis view of committee remuneration from 10May2022.
4
Pro rata temporis view of all remuneration components until 3March2022.
5
Pro rata temporis view of all remuneration components until 2March2022. No pay-outs 28February2022 onwards, as Mr Mordashov is subject to EU sanctions since that date. Actual pay-outs in conjunction
with the meeting of the Presiding Committee (4February2022) and the Supervisory Board (7February2022) have been made prior to listing on sanctions list on 16February2022. A pay-out in conjunction with
the meeting of the Strategy Committee (21February2022) has not been paid out because of EU sanctions.
6
Pro rata temporis view of all remuneration components until 28February2022.
152
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
I.3 COMPARISON OF THE ANNUAL CHANGE IN THE REMUNERATION OF THE MEMBERS
OF THE SUPERVISORY BOARD WITH THE DEVELOPMENT OF EARNINGS AND THE
AVERAGE REMUNERATION OF TUIAG EMPLOYEES
The following table shows a comparison of the percentage change in the remuneration of the members of
the Supervisory Board with the development of
TUIAG's earnings and with the average remuneration of
employees on a full-time equivalent basis as against the previous financial year
*
. The remuneration of the
members of the Supervisory Board included in the table reflects the amounts earned in the respective
financial year. For financial year 2022, these values correspond to the values stated in the table ‘Remuner-
a
tion granted and owed within the meaning of Section 162 (1) sentence 1 AktG’. Where members of the
Super
visory Board had previously been members of TUIAG's Executive Board and had received remuner-
ation for this, this would not be included in the comparative presentation. However, this does not apply to
any member of the Supervisory Board.
The development of earnings is generally presented on the basis of the development of
TUIAG's profit for
the year in accordance with Section 275 (2) no 17 of the German Commercial Code (
HGB).
The comparison with the development of average employee remuneration is based on the average remuner-
ation of
TUIAG's workforce. Since the employee and remuneration structures in the subsidiaries are diverse,
in particular in the case of employees abroad, it is appropriate to base the comparison of the development
of average remuneration only on the workforce of
TUIAG. The remuneration of all employees, including
executive staff as defined in Section 5 (3) of the German Works Constitution Act (Betr
VG), was taken into
account. Employee remuneration did not include remuneration received by employees as members of
TUIAG's Supervisory Board. In order to ensure comparability, the remuneration of part-time employees was
extrapolated to full-time equivalents.
* Pursuant to Section 26j, paragraph 2, sentence 2 of the Introductory Act to the Stock Corporation Act (EGAktG), a comparison of the
average remuneration of employees on a full-time equivalent basis over the last five financial years pursuant to Section 162, paragraph
1, sentence 2, no. 2 of the Stock Corporation Act (AktG) is not yet to be included in the Remuneration Report.
Comparison of annual change to Supervisory Board remuneration according to
section 162 para 1 no. 2 AktG
Annual change (in %)
2022 vs. 2021
6
2021 vs. 2020 2020 vs. 2019 2019 vs. 2018 2018 vs. 2017
Supervisory Board remuneration
1
DrDieter Zetsche 2 17 71 268
Frank Jakobi – 3 18 0 – 6 – 3
Ingrid-Helen Arnold – 5 91
Sonja Austermühle
Christian Baier
Andreas Barczewski – 22 – 6 – 13 5 – 5
Peter Bremme – 5 9 – 14 1 2
Comparison of annual change to Supervisory Board remuneration according to
section 162 para 1 no. 2 AktG
Annual change (in %)
2022 vs. 2021
6
2021 vs. 2020 2020 vs. 2019 2019 vs. 2018 2018 vs. 2017
DrJutta Dönges 111
Prof. DrEdgar Ernst 4 15 – 6 17 – 5
Wolfgang Flintermann – 8 16 – 10 1 1
María Garaña Corces – 6 96
Angelika Gifford – 47 12 14
Stefan Heinemann 12 914
DrDierk Hirschel – 46 – 15 3 9
Janina Kugel 81
Peter Long – 46 – 8 21 47
Vladimir Lukin – 54 47 279
Coline McConville – 8 10 – 16 3 3
Alexey Mordashov
2
– 96 8 – 8 5 – 4
Helena Murano
Marc Muratovic 92
Michael Pönipp – 34 – 8 2 – 2
Carola Schwirn – 62 16 – 21 3 2
Anette Strempel – 5 8 – 14 0 0
Joan Trían Riu – 8 16 41
Tanja Viehl 78
Stefan Weinhofer 12 44 – 10 1 2
Earnings performance
TUIAG
3
– 177 30 – 1,994 – 88 33
TUI Group
4
120 69 – 435 – 22 4
Average employee remuneration
on
FTE basis
Company employees 10 6 – 2
1
Changes result in particular from the date of entry into the Supervisory Board, committee membership and the respective date of
resignation.
2
No pay-outs from 28February2022 onwards, as Mr Mordashov has been subject to EU sanctions since that date. Actual pay-outs in
conjunction with the meeting of the Presiding Committee (4February2022) and the Supervisory Board (7February2022) have been
made prior to listing on sanctions list on 16February2022. A pay-out in conjunction with the meeting of the Strategy Committee
(21February2022) has not been paid out because of EU sanctions.
3
Annual result within the meaning of section 275 (2) no. 17 HGB.
4
Underlying EBIT of the TUI Group for financial years 2022, 2021 and 2020. For financial years 2017 to 2019, underlying EBITA of the
TUI Group.
5
Due to the achievement of the company's targets, a higher bonus is paid out this year than last year.
6
The comparison for 2021 and 2022 was based on the amended definition of remuneration granted and owed pursuant to Section 162
(1) no. 2 AktG.
153
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Apart from the work performed by the employee representatives in the framework of their employment
contracts, the members of the Supervisory Board did not provide any personal services, such as consultancy
or agency services, for TUIAG or its subsidiaries in financial year 2022 and therefore did not receive any
additional remuneration based on such services.
154
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
108 Supervisory Board and
Executive Board
112 Statement on
Corporate Governance
132 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
155
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial Statements
156 Consolidated Income Statement
156 Earnings per share
156 Consolidated Statement of Comprehensive Income
157 Consolidated Statement of Financial Position
158 Consolidated Statement of Changes in Equity
160 Consolidated Cash Flow Statement
161 Notes
161 Principles and Methods underlying the
Consolidated Financial Statements
180 Segment Reporting
183 Notes to the Consolidated Income Statement
190 Notes to the Consolidated Statement of Financial Position
247 Notes to the Cash Flow Statement
248 Other Notes
259 Responsibility Statement by Management
260 Independent Auditor’s Report
267 Report of the Independent Auditor Regarding
the consolidated non-financial statement
269 Forward-Looking Statements
4
156
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
156 Consolidated Income
Statement
156 Earnings per share
156 Consolidated Statement
of Comprehensive Income
157 Consolidated Statement
of Financial Position
158 Consolidated Statement
of Changes in Equity
160 Consolidated Cash Flow
Statement
161 Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Consolidated Financial Statements
Consolidated Income Statement of TUIAG
for the period from 1 Oct 2021 to 30 Sep 2022
€ million Notes 2022 2021
Revenue (1) 16,544.9 4,731.6
Cost of sales (2) 15,613.3 5,955.4
Gross profit / loss 931.7 – 1,223.8
Administrative expenses (2) 746.3 840.5
Other income (3) 52.2 250.6
Other expenses (3) 1.7 11.5
Impairment (+) / Reversals of impairment (–) of financial assets (41) 7.3 – 38.0
Financial income (4) 35.9 27.3
Financial expenses (5) 509.5 464.1
Share of result of investments accounted for using the equity method (6) 100.7 – 232.7
Impairment (+) / Reversals of impairment (–) of net investments in joint
ventures and associates
(6) 1.6 5.0
Earnings before income taxes – 145.9 – 2,461.7
Income taxes (expense [+], income [–]) (7) 66.7 19.2
Group loss – 212.6 – 2,480.9
Group loss attributable to shareholders of TUIAG (8) – 277.3 – 2,467.2
Group profit / loss attributable to non-controlling interest (9) 64.6 – 13.8
Earnings per share
€ Notes 2022 2021
Basic and diluted loss / earnings per share (10) – 0.17 2.58
Consolidated Statement of Comprehensive Income of TUIAG
for the period from 1 Oct 2021 to 30 Sep 2022
€ million Notes 2022 2021
Group loss – 212.6 – 2,480.9
Remeasurements of defined benefit obligations and related fund assets 245.5 – 257.5
Other comprehensive income of investments accounted
for using the equity method that will not be reclassified
Fair value loss on investments in equity instruments
designated as at
FVTOCI – 1.2 – 0.1
Income tax related to items that will not be reclassified
(expense [–], income [+])
(11) – 71.8 139.3
Items that will not be reclassified to profit or loss 172.5 – 78.0
Foreign exchange differences 206.1 119.9
Foreign exchange differences outside profit or loss 206.2 71.7
Reclassification – 0.1 48.2
Cash flow hedges 110.7 144.0
Changes in the fair value 130.2 309.1
Reclassification – 19.5 – 165.1
Other comprehensive income of investments accounted for
using the equity method that may be reclassified
Changes in the measurement outside profit or loss 17.0 – 22.4
Income tax related to items that may be reclassified
(expense [–], income [+])
(11) – 28.5 – 32.1
Items that may be reclassified to profit or loss 305.3 209.5
Other comprehensive income 477.8 131.5
Total comprehensive income 265.1 – 2,349.4
attributable to shareholders of TUIAG 144.1 – 2,350.3
attributable to non-controlling interest 121.1 0.9
157
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
156 Consolidated Income
Statement
156 Earnings per share
156 Consolidated Statement
of Comprehensive Income
157 Consolidated Statement
of Financial Position
158 Consolidated Statement
of Changes in Equity
160 Consolidated Cash Flow
Statement
161 Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Consolidated Statement of Financial Position of TUIAG as at 30 Sep 2022
€ million Notes 30 Sep 2022 30 Sep 2021
Assets
Goodwill (12) 2,970.6 2,993.1
Other intangible assets (13) 507.6 498.6
Property, plant and equipment (14) 3,400.9 3,159.3
Right-of-use assets (15) 2,971.5 3,009.2
Investments in joint ventures and associates (16) 785.4 640.5
Trade and other receivables (17), (41) 131.6 308.7
Derivative financial instruments (41) 26.6 8.9
Other financial assets (41) 10.6 12.3
Touristic payments on account (18) 138.0 107.6
Other non-financial assets (19) 169.7 183.4
Income tax assets 17.2 9.6
Deferred tax assets (20) 222.0 291.1
Non-current assets 11,351.7 11,222.3
Inventories (21) 56.1 42.8
Trade and other receivables (17), (41) 1,011.8 471.6
Derivative financial instruments (41) 232.5 53.4
Other financial assets (41) 85.8 12.1
Touristic payments on account (18) 619.6 508.6
Other non-financial assets (19) 135.4 106.7
Income tax assets 23.1 57.7
Cash and cash equivalents (22), (41) 1,736.9 1,583.9
Assets held for sale (23) 2.7 96.5
Current assets 3,903.8 2,933.3
Tot al assets 15,255.5 14,155.7
Consolidated Statement of Financial Position of TUIAG as at 30 Sep 2022
€ million Notes 30 Sep 2022 30 Sep 2021
Equity and liabilities
Subscribed capital (24) 1,785.2 1,099.4
Capital reserves (25) 6,085.9 5,249.6
Revenue reserves (26) – 8,432.7 – 8,525.7
Silent participation (27) 420.0 1,091.0
Equity before non-controlling interest – 141.6 – 1,085.8
Non-controlling interest (29) 787.3 667.3
Equity 645.7 – 418.4
Other provisions (31) 755.0 763.6
Non-current provisions 1,323.2 1,665.5
Financial liabilities (32), (41) 1,731.4 3,036.1
Lease liabilities (32), (41) 2,508.7 2,606.1
Derivative financial instruments (41) 3.2 10.9
Other financial liabilities (33), (41) 2.8 5.9
Other non-financial liabilities (35) 165.2 206.3
Income tax liabilities 11.1 56.4
Deferred tax liabilities (20) 121.2 123.3
Non-current liabilities 4,543.8 6,045.1
Non-current provisions and liabilities 5,867.0 7,710.5
Pension provisions and similar obligations (30) 33.1 33.2
Other provisions (31) 541.0 539.5
Current provisions 574.2 572.7
Financial liabilities (32), (41) 319.9 284.6
Lease liabilities (32), (41) 698.8 623.3
Trade payables (41) 3,316.5 2,052.4
Derivative financial instruments (41) 57.5 12.9
Other financial liabilities (33), (41) 174.6 313.0
Touristic advance payments received (34) 2,998.9 2,379.4
Other non-financial liabilities (35) 519.9 518.0
Income tax liabilities 82.3 56.7
Current liabilities 8,168.6 6,240.3
Liabilities related to assets held for sale (36) – 50.6
Current provisions and liabilities 8,742.7 6,863.6
Total equity, liabilities and provisions 15,255.5 14,155.7
158
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
156 Consolidated Income
Statement
156 Earnings per share
156 Consolidated Statement
of Comprehensive Income
157 Consolidated Statement
of Financial Position
158 Consolidated Statement
of Changes in Equity
160 Consolidated Cash Flow
Statement
161 Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Consolidated Statement of Changes in Equity of TUIAG for the period from 1 Oct 2021 to 30 Sep 2022
€ million
Subscribed
capital
Capital
reserves
Other
revenue
reserves
Foreign
exchange
differences
Financial
assets at
FVTOCI
Cash flow
hedges
Revaluation
reserve
Revenue
reserves
Silent
Participation
Equity before
non-controlling
interest
Non-
controlling
interest
To t a l
Notes (24) (25) (26) (27) (29)
Balance as at 1 Oct 2020 1,509.4 4,211.0 – 4,683.4 – 1,326.0 – 23.9 – 148.3 12.8 – 6,168.8 – – 448.4 666.5 218.1
Dividends – – – – – – – – – – – 0.1 – 0.1
Share-based payment schemes – – 0.3 – – – – 0.3 – 0.3 – 0.3
Issuance of bonds with warrant
and convertible bonds
Capital increase 509.0 26.9 – – – – – – 1,091.0 1,626.9 – 1,626.9
Capital reduction – 919.0 917.8 – – – – – – – – 1.2 – – 1.2
Other – – – 6.9 – – – – – 6.9 – – 6.9 – – 6.9
Group loss for the year – – – 2,467.2 – – – – – 2,467.2 – – 2,467.2 – 13.7 – 2,480.9
Foreign exchange differences – – – 45.2 153.8 – – 3.9 – 104.7 – 104.7 15.2 119.9
Financial assets at FVTOCI – – – – – 0.1 – – – 0.1 – – 0.1 – – 0.1
Cash flow hedges – – – – – 144.0 – 144.0 – 144.0 – 144.0
Remeasurements of defined benefit
obligations and related fund assets
Other comprehensive income of investments
accounted for using the equity method
Taxes attributable to other comprehensive
income
Other comprehensive income – – – 144.8 153.8 – 0.1 107.9 – 116.9 – 116.9 14.6 131.5
Total comprehensive income – – – 2,612.0 153.8 – 0.1 107.9 – – 2,350.4 – – 2,350.3 0.9 – 2,349.4
Table continues on next page
Consolidated Statement of Changes in Equity
159
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
156 Consolidated Income
Statement
156 Earnings per share
156 Consolidated Statement
of Comprehensive Income
157 Consolidated Statement
of Financial Position
158 Consolidated Statement
of Changes in Equity
160 Consolidated Cash Flow
Statement
161 Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Consolidated Statement of Changes in Equity of TUIAG for the period from 1 Oct 2021 to 30 Sep 2022
€ million
Subscribed
capital
Capital
reserves
Other
revenue
reserves
Foreign
exchange
differences
Financial
assets at
FVTOCI
Cash flow
hedges
Revaluation
reserve
Revenue
reserves
Silent
Participation
Equity before
non-controlling
interest
Non-
controlling
interest
To t a l
Notes (24) (25) (26) (27) (29)
Balance as at 30 Sep 2021 1,099.4 5,249.6 – 7,301.9 – 1,172.2 – 24.0 – 40.4 12.8 – 8,525.7 1,091.0 – 1,085.8 667.3 – 418.4
Dividends – – – – – – – – – – – 0.9 – 0.9
Coupon on silent participation – – – 51.0 – – – – – 51.0 – – 51.0 – – 51.0
Share-based payment schemes – – – 0.2 – – – – – 0.2 – – 0.2 – – 0.2
Acquisition of own shares – – 0.6 – – – – – – – – 0.6 – – 0.6
Capital increase 685.8 836.9 – – – – – – – 1,522.7 – 1,522.7
Repayment of silent participation – – – – – – – – – 671.0 – 671.0 – – 671.0
Group loss for the year – – – 277.3 – – – – – 277.3 – – 277.3 64.6 – 212.6
Foreign exchange differences – – 28.7 121.6 0.1 – 1.5 – 148.9 – 148.9 57.3 206.2
Financial assets at FVTOCI
Cash flow hedges – – – – – 110.7 – 110.7 – 110.7 – 110.7
Remeasurements of defined benefit
obligations and related fund assets
Other comprehensive income of investments
accounted for using the equity method
Taxes attributable to other comprehensive
income
Other comprehensive income – – 220.1 121.6 – 1.1 80.7 – 421.3 – 421.3 56.5 477.8
Total comprehensive income – – – 57.2 121.6 – 1.1 80.7 – 144.1 – 144.1 121.1 265.1
Balance as at 30 Sep 2022 1,785.2 6,085.9 – 7,410.3 – 1,050.4 – 25.2 40.4 12.8 – 8,432.8 420.0 – 141.7 787.3 645.7
Continued from previous page
160
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
156 Consolidated Income
Statement
156 Earnings per share
156 Consolidated Statement
of Comprehensive Income
157 Consolidated Statement
of Financial Position
158 Consolidated Statement
of Changes in Equity
160 Consolidated Cash Flow
Statement
161 Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Consolidated Cash Flow Statement of TUIAG for the period from 1 Oct 2021 to 30 Sep 2022
€ million Notes 2022 2021
Group loss – 212.6 – 2,480.9
Depreciation, amortisation and impairment (+) / write-backs (–) 883.5 1,012.4
Other non-cash expenses (+) / income (–) – 110.9 163.0
Interest expenses 492.1 461.6
Dividends from joint ventures and associates 0.2 14.2
Profit (–) / loss (+) from disposals of non-current assets – 37.2 – 204.4
Increase (–) / decrease (+) in inventories – 16.4 16.2
Increase (–) / decrease (+) in receivables and other assets – 692.1 390.8
Increase (+) / decrease (–) in provisions – 117.8 – 137.4
Increase (+) / decrease (–) in liabilities (excl. financial liabilities) 1,889.0 613.2
Cash inflow / cash outflow from operating activities (43) 2,077.8 – 151.3
Payments received from disposals of property, plant and equipment and intangible assets 180.7 357.9
Payments received / made from disposals of consolidated companies (less disposals of cash and cash equivalents due to divestments) 25.2 105.5
Payments received / made from disposals of other non-current assets 4.3 567.2
Payments made for investments in property, plant and equipment and intangible assets – 515.7 – 299.7
Payments made for investments in consolidated companies (less cash and cash equivalents received due to acquisitions) – – 5.3
Payments made for investments in other non-current assets – 2.7 – 21.0
Cash inflow / cash outflow from investing activities (44) – 308.2 704.7
Payments received from capital increase by issuing new shares 1,522.7 542.5
Payments received from capital increase through issuance of silent participations – 1,084.4
Payments made for repayment of the silent participation – 671.0 –
Payments received from capital increase through equity components of the convertible bond and bond with warrants issued – 116.9
Payments made for acquisition of own shares – 0.6 – 1.7
Coupons of the silent participation (dividends) – 51.0 –
Payments received from the raising of financial liabilities 109.4 855.5
Payments made for redemption of loans and financial liabilities – 1,571.3 – 1,839.2
Payments made for principal of lease liabilities – 583.6 – 587.2
Interest paid – 385.6 – 404.8
Cash inflow / cash outflow from financing activities (45) – 1,630.9 – 233.5
Net change in cash and cash equivalents 138.6 319.8
Development of cash and cash equivalents (46)
Cash and cash equivalents at beginning of period 1,586.1 1,233.1
Change in cash and cash equivalents due to exchange rate fluctuations 12.2 33.2
Net change in cash and cash equivalents 138.6 319.8
Cash and cash equivalents at end of period 1,736.9 1,586.1
of which included in the balance sheet as assets held for sale – 2.2
161
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Notes
Principles and Methods underlying the Consolidated Financial Statements
General
courts of Berlin-Charlottenburg (
HRB 321) and Hanover (HRB 6580). The shares in the company are traded
on the London Stock Exchange and the Hanover and Frankfurt Stock Exchanges.
These consolidated financial statements of
TUIAG were prepared for financial year 2022 comprising the
period from 1October2021 to 30September2022. Where any of
TUI’s subsidiaries have different financial
years, financial statements were prepared as at 30September in order to include these subsidiaries in
TUIAG’s consolidated financial statements.
The Executive Board and the Supervisory Board have submitted a Declaration of Compliance with the German
Corporate Governance Code required pursuant to section 161 of the German Stock Corporation Act (AktG) and
made it permanently available to the general public on the Company’s website (https://www.tuigroup.com/en-en).
The consolidated financial statements are prepared in euros. Unless stated otherwise, all amounts are
indicated in million euros (€ m). Due to the utilisation of rounded amounts there may be minor rounding
differences in total and percentages.
The consolidated financial statements were approved for publication by TUIAG’s Executive Board on
12December2022.
Accounting principles
DECLARATION OF COMPLIANCE
Pursuant to Regulation EEC No. 1606 / 2002 of the European Parliament and Council, TUIAG’s consolidated
financial statements as at 30September2022 were prepared in accordance with the International Financial
Reporting Standards (
IFRS) as applicable in the European Union. Moreover, the commercial-law provisions
listed in section 315e (1) of the German Commercial Code (HGB) were also observed in preparing the
consolidated financial statements.
The accounting and measurement methods and the explanatory information and Notes to these annual
financial statements for financial year 2022 are generally consistent with those followed in preparing the
previous consolidated financial statements for financial year 2021, with the exception of the initial application
of new or amended standards, as outlined below.
162
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
NEWLY APPLIED STANDARDS
Since the beginning of financial year 2022, TUI Group has initially applied the following standards and inter-
pretations, amended or newly issued by the
IASB and endorsed by the EU, on a mandatory or voluntary
basis:
Newly applied standards in financial year 2022
Standard Applicable from Amendments Impact on financial statements
Amendments to IFRS9, IAS39, IFRS7,
IFRS4 and IFRS16
Interest Rate Benchmark Reform (Phase 2)
1 Jan 2021
The amendments relate to the provision of relief from potential consequences arising from the reform of interbank offered rates (IBORs) such
as
LIBOR on companies’ financial reporting. They address issues that affect financial reporting when an existing interest rate benchmark is ac-
tually replaced by an alternative interest rate benchmark as a result of the interest rate benchmark reform.
Not material.
For more information on the impact of the reform of global interest rate benchmarks, please refer to the section ‘Interest rate
risk’ in Note 41.
Going concern reporting according to the UK Corporate Governance Code
TUI Group covers its daily working capital requirements through cash, bank balances and bank loans. As at
30September2022,
TUI Group’s net debt (financial debt plus lease liabilities less cash and cash equivalents
and less short-term interest-bearing investments) totalled € 3,436.2 m (as at 30September2021 € 4,954.2 m).
Net debt
€ million 30 Sep 2022 30 Sep 2021 Var. %
Financial debt 2,051.3 3,320.8 – 38.2
Lease liabilities (IFRS16) 3,207.5 3,229.4 – 0.7
Cash and cash equivalents 1,736.9 1,583.9 + 9.7
Short-term interest-bearing investments 85.8 12.1 + 609.5
Net debt – 3,436.2 – 4,954.2 + 30.6
The global travel restrictions to contain COVID-19 have had a continuous negative impact on the Group’s
earnings and liquidity development since the end of March2020. To cover the resulting liquidity needs, the
Group has carried out various financing measures already in financial years 2020 and 2021, which, in addition
to a capital increase in January2021, the use of the banking and capital markets and cash inflows from the
sale of assets, also include financing measures from the Federal Republic of Germany in the form of a KfW
credit line totalling € 2.85 bn, an option bond from the Economic Stabilisation Fund (
WSF) totalling € 150 m
and two silent participations from the
WSF totalling € 1.091 bn. In the IFRS consolidated financial statements,
the silent participations are – with the exception of € 11.6 m accumulated interest – reported as equity due
to their nature and are therefore not included in the Group’s net debt. The financing measures are described
in detail in the financial statements for the past two financial years.
With the entry of the new shares in the commercial register on 28October2021 and final settlement with
the participating banks on 2November2021,
TUIAG successfully completed another capital increase. The
gross issue proceeds totalled around € 1.1 bn. The Group’s share capital increased nominally by € 523.5 m to
€ 1.623 bn.
On 17May2022,
TUIAG placed 162.3 m new shares with institutional investors in the framework of a capital
increase against cash contributions without subscription rights for shareholders by way of an accelerated
placement, corresponding to around 10 % of
TUIAG’s share capital. The gross proceeds of € 425.2 m from
the capital increase and available cash were used to fully repay the German government’s silent participation II
(Economic Stabilisation Fund, ‘WSF’) of € 671.0 m in full ahead of schedule on 30June2022. Including the
coupons to be shown as dividends,
TUI repaid € 725.4 m to the WSF. As soon as the KfW credit line has been
fully repaid and terminated,
TUI has to pay remuneration to the German state for the coupons saved by the
early repayment of silent participation
II.
163
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
As at 30September2022, TUI Group’s credit facilities comprised the following
• € 1.64 bn credit line from 20 private banks (incl. € 190 m guarantee line)
• € 2.1 bn KfW credit line
As at 30September2022,
TUI Group’s revolving credit facilities totalled € 3.74 bn, they have a term until
summer 2024.
With regard to the KfW credit lines, it was also agreed that
TUIAG would use 50 % of individual cash inflows
exceeding € 50 m by 20July2022, but not exceeding € 700 m, for example from capital measures or disposals of
assets or companies, to reduce the financing granted to TUIAG to bridge the effects of COVID-19. In accordance
with this agreement, TUIAG returned the unused credit facility of € 170 m on 1April2022. In
addition, the
volume of unused credit commitments under the KfW credit line as at 31March2022 was
reduced by
€ 413.7 m. Finally, 913 of the 1,500 warrant bonds issued to
WSF were redeemed. A purchase
price of € 91.3 m
plus accrued interest and early repayment penalties of € 7.2 m was paid for these. By 30 June 2022, the existing
and at that date undrawn KfW credit lines were reduced by a further € 336 m to € 2.1 bn.
For regulatory reasons due to Brexit, the credit line of a British bank (around € 80 m liquid funds and € 25 m
guarantee line) could not be extended beyond summer 2022. It was therefore repaid or terminated as of
20July2022.
After 20July2022, 50 % of individual specific cash inflows exceeding € 50 m must be used to reduce the
financing granted to
TUIAG to bridge the effects of COVID-19; there is no maximum limit.
TUIAG’s € 1.64 bn credit line from private banks and KfW credit line are subject to compliance with certain
financial target values (covenants) for debt coverage and interest coverage, the review of which is carried out
on the basis of the last four reported quarters at the end of the financial year or the half-year of a financial
year. Against the backdrop of the ongoing pressures from the
COVID-19 pandemic, the review has only been
resumed in September2022 and
TUI was in full compliance. In addition, higher limits are to be applied on
the first two cut-off dates before normalised limits have to be complied with from September2023.
Currently,
TUI Group is only marginally effected by the negative financial impact of the COVID-19 pandemic.
Although the number of
COVID-19 cases remained high, contact restriction measures and travel restrictions
were gradually eased in most countries in the first months of the calendar year and business was fully
resumed in all segments. As of April2022, the entire fleet of the Cruises Segment was in operation, and as
of summer 2022, the Hotels & Resorts Segment was able to offer the entire product portfolio. Demand re-
covered very robustly, albeit later than assumed in the previous year’s planning due to the travel restrictions
in place at the beginning of the financial year. In the Cruises segment, the recovery in demand started later
than in the other segments. A more short-term booking behaviour continues to be observed. The unprece-
dented restart of business led to flight disruptions, particularly in the
UK and the Netherlands, but also in
other source markets, which impacted the Group’s result. The price increase in the course of the financial
year, especially for fuel, and changes in exchange rates could not be fully offset by higher travel prices and
additionally burdened the result in the past financial year.
From the Executive Board’s perspective, despite the existing risks,
TUI Group currently has and will continue
to have sufficient funds, resulting from both borrowings and operating cash flows, to meet its payment
obligations and to ensure the going concern of the company accordingly in the foreseeable future. In this
context, the Executive Board assumes that the credit lines expiring in summer 2024 will be refinanced.
Therefore, as at 30September2022, the Executive Board does not identify any material uncertainty that
may cast significant doubt on the Group’s ability to continue as a going concern.
In its assessment, the Executive Board assumes that booking behaviour in the 2023 financial year will largely
correspond to the pre-pandemic level. The Executive Board assumes that travel behaviour will not be affected
by further long-term closures and lockdowns or by the impact of Russia’s war of aggression against Ukraine.
The Executive Board does not consider the remaining risk with regard to a further pandemic / war-related
change in booking behaviour to be a threat to the company’s existence. Nevertheless, the TUI Group’s perform-
ance
might be impaired by the following factors. The intensified general price increase of recent months
could continue, in particular due to rising energy costs, and lead to a significant reduction in the private
budget available for travel services, thus lowering purchasing power and resulting in declining customer demand.
In addition, a permanent increase in fuel costs as well as other services, especially those we purchase in US
dollars, could lead to an increase in our input costs. Further burdens could result from continued or
increased flight disruptions. If these risks were to materialise, compliance with the financial covenants as at
31March2023 and 30September2023 could be jeopardised. The Executive Board considers the simultan-
eous occurrence of these risks to be very unlikely and therefore assumes that the financial targets (covenants)
will be met.
In accordance with Regulation 30 of the
UK Corporate Governance Code, the Executive Board confirms that,
in its opinion, it is appropriate to prepare the consolidated financial statements on a going concern basis.
164
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Principles and methods of consolidation
PRINCIPLES
The consolidated financial statements include all significant subsidiaries directly or indirectly controlled by
TUIAG. Control exists where TUIAG has power over the relevant activities, is exposed to variable returns or
has rights to the returns, and has the ability to affect those variable returns through its power over the
investee.
Generally, the control is exercised by means of a direct or indirect majority of voting rights. If
TUI Group
holds less than the majority of voting rights in a shareholding, it may exercise control due to contractual or
similar agreements, as in the case of the participation in the
RIUSA II Group. Due to the contractual agree-
ments between the shareholders and the framework agreements with
TUI Group as well as the considerable
importance of tour operation for the economic success of RIUSA II Group, TUI Group is able to exercise
a controlling influence on decisions about the most relevant activities and consequently the amount of
returns. TUI Group is subject to variable returns from RIUSA II Group, in particular due to dividend payments
and fluctuations in the fair value of the stake itself.
RIUSA II Group is therefore consolidated although TUI
Group only holds a 50 % equity stake.
In assessing control, the existence and effect of potential voting rights are taken into account that are
currently exercisable when decisions about the direction of relevant activities are made. Consolidation of
subsidiaries starts from the date TUI gains control. When TUI ceases to control the corresponding com-
panies, they are removed from the group of consolidated companies.
The consolidated financial statements are prepared from the separate or single-entity financial statements
of
TUIAG and its subsidiaries, drawn up on the basis of uniform accounting, measurement and consolidation
methods and usually audited or reviewed by auditors.
Associates for which
TUI Group is able to exert significant influence over the financial and operating policy
decisions within these companies are accounted for using the equity method. Generally, significant influence
is assumed if
TUIAG directly or indirectly holds voting rights of between 20 to 50%.
Stakes in joint ventures are also measured using the equity method. A joint venture is a company managed
jointly by
TUI Group with one or several partners based on a contractual agreement, in which the parties that
jointly exercise control have rights to the company’s net assets. Joint ventures also include companies in
which TUI Group holds a majority or minority of voting rights but in which decisions about the relevant
activities may only be taken on an unanimous basis due to contractual agreements.
The dates on which associates and joint ventures are included in or removed from the group of companies
measured at equity are determined in a manner consistent with that applied to subsidiaries. At equity meas-
urement in each case is based on the last annual financial statements available or the interim financial state-
ments as at 30September if the balance sheet dates differ from
TUIAG’s balance sheet date. This affects 33
companies with a financial year from 1January to 31December, three companies with a financial year from
1November to 31October and two companies with a financial year from 1April to 31March.
165
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
GROUP OF CONSOLIDATED COMPANIES
In financial year 2022, the consolidated financial statements included a total of 268 subsidiaries. The table
below presents changes in the number of companies since 1October2021.
Development of the group of consolidated companies*
and the Group companies measured at equity
€ million
Consolidated
subsidiaries
Associates Joint ventures
Number at 30 Sep 2021 270 18 27
Additions 4 – –
Incorporation 4 – –
Disposals 6 1 –
Liquidation 2 1 –
Sale 1 – –
Merger 3 – –
Change in ownership stake – – –
Number at 30 Sep 2022 268 17 27
* Excl. TUIAG.
TUIAG’s direct and indirect subsidiaries, associates and joint ventures are listed under Other Notes – TUI
Group Shareholdings.
31 subsidiaries were not included in the consolidated financial statements. Even when taken together, these
companies are of minor significance to the presentation of a true and fair view of the financial position and
performance of the Group.
166
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Acquisitions – Divestments
ACQUISITIONS OF THE CURRENT FINANCIAL YEAR
In financial year 2022, no companies were acquired. No acquisitions were made after the balance sheet date.
ACQUISITIONS OF THE PRIOR FINANCIAL YEAR
In financial year 2021, no companies were acquired under IFRS3.
DIVESTMENTS
On 16July2021, a contract was signed with Grupotel dos S. A., a joint venture of TUI Group, to sell Nordotel
S. A., a fully consolidated entity within the Hotels & Resorts segment. Accordingly, the assets and liabilities
of the disposal group were classified as ‘held for sale’ in August2021. The disposal transaction was completed
on 5October2021. The first purchase price payment of € 50.0 m was made on 21September2021. Additional
deferred purchase price payments of € 10.2 m and € 20.4 m were originally due one and two years, respect-
ively, after the closing of the transaction, taking account of final purchase price adjustments. The final purchase
price adjustment was already performed in September2022. It resulted in an effect of € – 0.7 m.
TUI Group
also granted a discount of € – 2.0 m for the provisional payment of the two outstanding purchase price
payments. The payment totalling € 27.9 m was made on 28September2022. Including foreign exchange effects,
the sale of the stake results in a gain of € 19.3 m, carried in Other income.
Condensed balance sheet of Nordotel S. A. divestment as at 5 Oct 2021
€ million
Assets
Property, plant and equipment and intangible assets 65.7
Other non-current assets 26.8
Trade receivables 21.2
Other current assets 0.7
Cash and cash equivalents 2.2
116.6
Provisions and liabilities
Trade payables 21.2
Touristic advance payments received 4.9
Other current liabilities 31.4
57.5
No divestments took place after the balance sheet date.
FOREIGN EXCHANGE TRANSLATION
Transactions in foreign currencies are translated into the functional currency at the foreign exchange rates
at the date of the transaction. Any gains and losses resulting from the execution of such transactions and
the translation of monetary assets and liabilities denominated in foreign currencies at the foreign exchange
rate at the date of the transaction are shown in the income statement, with the exception of gains and losses
to be recognised in equity as qualifying cash flow hedges.
The annual financial statements of companies are prepared in the respective functional currency. The func-
tional currency of a company is the currency of the primary economic environment in which the company
operates.
Where subsidiaries prepare their financial statements in functional currencies other than the Euro, being the
Group’s reporting currency, the assets and liabilities are translated at the rate of exchange applicable at the
balance sheet date (closing rate). Goodwill allocated to these companies and adjustments of the fair value
arising on the acquisition of a foreign company are treated as assets and liabilities of the foreign company
and also translated at the rate of exchange applicable at the balance sheet date. The items of the income
statement and hence the result for the year shown in the income statement are translated at the average
rate of the month in which the respective transaction takes place.
Differences arising on the translation of the annual financial statements of foreign subsidiaries are reported
outside profit and loss and separately shown as foreign exchange differences in the consolidated statement
of changes in equity. When a foreign company or operation is sold, any foreign exchange differences previ-
ously included in equity outside profit and loss are recognised as a gain or loss from disposal in the income
statement through profit and loss.
Translation differences relating to non-monetary items with changes in their fair values eliminated through
profit and loss (e. g. equity instruments measured at their fair value through profit and loss) are included in
the income statement. In contrast, translation differences for non-monetary items with changes in their fair
values taken to equity (e. g. financial assets at
FVTOCI) are included in revenue reserves.
Some
TUI Group subsidiaries operate their business in a country that developed into a hyperinflationary
economy in the period under review (previous year no Group companies in hyperinflationary economies). As
the Euro is the functional currency for these companies, accounting in accordance with
IAS29, Financial
Reporting in Hyperinflationary Economies, is not required.
The translation of the financial statements of foreign companies measured at equity follows the same prin-
ciples for adjusting carrying amounts and translating goodwill as those used for consolidated subsidiaries.
167
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
NET INVESTMENT IN A FOREIGN OPERATION
Monetary items receivable from or payable to a foreign operation, the settlement of which is neither planned
nor likely in the foreseeable future, essentially constitute part of a net investment in this foreign operation.
Foreign exchange differences from the translation of these monetary items are recognised in other compre-
hensive income. As at 30September2022,
TUI Group had granted loans of this type in particular to hotel
companies in North Africa.
Exchange rates of currencies of relevance to the TUI Group
Closing rate Annual average rate
1 € equivalent 30 Sep 2022 30 Sep 2021 2022 2021
Sterling 0.88 0.86 0.85 0.87
US dollar 0.98 1.16 1.09 1.20
Swiss franc 0.96 1.08 1.02 1.09
Swedish krona 10.95 10.22 10.43 10.18
CONSOLIDATION METHODS
The recognition of the assets and liabilities of acquired businesses is based on the acquisition method.
Accordingly all identifiable assets, all liabilities and certain contingent liabilities assumed are measured at fair
value as of the acquisition date. Subsequently, the consideration for the stake is measured at fair value and
eliminated against the acquiree’s revalued equity attributable to the acquired share. The option to measure
the non-controlling interests at their fair value (full goodwill method) was not used.
Any excess of acquisition costs over net assets acquired is capitalised as goodwill and recognised as an asset
in accordance with the provisions of
IFRS3. Any negative goodwill is recognised immediately in profit and
loss and presented as other income.
When additional shares are purchased after obtaining control, the difference between the purchase price
and the carrying amount of the stakes acquired is recognised directly in equity. The effects from sales of
stakes not entailing a loss of control are also recognised directly in equity. By contrast, when control is ob-
tained or lost, gains or losses are recognised in profit and loss. In the case of business combinations achieved
in stages (where the acquirer held an equity interest before he obtained control), the equity stake previously
held in the acquired company is revalued at the fair value applicable at the acquisition date and the resulting
gain or loss is recognised in profit or loss. For transactions involving a loss of control, the profit or loss does
not only comprise the difference between the carrying amounts of the disposed stakes and the consideration
received but also the result from the revaluation of the remaining shares.
On loss of control of a subsidiary, the gain or loss on derecognition will be calculated as the total of the fair
value of the consideration plus the fair value of any investment retained in the former subsidiary less the
share of the book value of the net assets of the subsidiary. Any gains or losses previously recognised in
other comprehensive income from currency translations or the valuation of financial assets and liabilities will
be reclassified to the income statement. When a subsidiary is sold, any goodwill allocated to the respective
subsidiary is taken into account in the calculation of the profit or loss of disposal.
The Group’s associates and joint ventures are measured at equity and included at the cost to purchase as at
the acquisition date. The Group’s stake in associates and joint ventures includes the goodwill arising from the
respective acquisition.
The Group’s share in profits and losses of associates and joint ventures is carried in the income statement
from the date of acquisition (Share of result from joint ventures and associates), while the Group’s share in
the total other comprehensive income is shown in its revenue reserves. The accumulated changes arising
after the acquisition are shown in the carrying amount of the shareholding. When the share in the loss of an
associated company or joint venture equals or exceeds the Group’s original stake in this company, including
other unsecured receivables, no further losses are recognised. Any losses exceeding that stake are only
recognised to the extent that obligations have been assumed or payments have been made for the associ-
ated company or joint venture.
Where the accounting and measurement methods applied by associates and joint ventures differ from the
uniform accounting rules applied in the Group, the differences are adjusted.
Intercompany receivables and payables or provisions are eliminated, as are intercompany revenue, other
income and the corresponding expenses. Intercompany results from intercompany deliveries and services
are reversed through profit and loss, taking account of deferred taxes. However, intercompany losses are an
indicator that an asset may be impaired. Intercompany profits from transactions with companies measured
at equity are eliminated in relation to the Group’s stake in the companies. Intercompany transactions are
entered into on an arm’s length basis.
168
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Accounting and measurement methods
The consolidated financial statements are prepared according to the historical cost principle, with the exception
of certain financial instruments such as financial assets and derivatives as well as plan assets from externally
funded pensions benefit obligations held at fair value at the balance sheet date.
The financial statements of the consolidated subsidiaries are prepared in accordance with uniform accounting
and measurement principles. The amounts recognised in the consolidated financial statements are not
determined by tax regulations but solely by the commercial presentation of the financial position and
performance as set out in the rules of the
IASB.
REVENUE RECOGNITION
TUI recognises revenue upon transfer of control over distinct goods or services to the customer. In Markets
and Airlines, TUI predominantly generates revenue from the sale of package holidays. The flights, hotel
accommodation and other services included in a package holiday are transformed into one product for the
customer through a significant integration service provided by
TUI as tour operator within the meaning of
IFRS15, so that the package holiday constitutes one performance obligation for TUI. This revenue is recog-
nised when
TUI delivers the service for its customer, i. e. on a linear basis over the duration of the holiday
tour, as customers consume their holiday on a pro rata basis.
TUI generates further revenue from the sale
of other tourist services, e. g. seat-only, accommodation-only, cruises, etc. Revenue is recognised when or as
TUI has satisfied its performance obligation, either over time in relation to the duration of the journey if the
services relate to a period of time, e. g. in the case of multi-day hotel stays, or at a point in time on the day
of the performance of the performance obligation, e. g. for flight services on the day of the flight. Revenue
from long-term contracts is recognised over the duration of the individual contract in accordance with
IFRS15.
Amendment fees do not constitute an independent performance obligation. Revenue is therefore recognised
along with the delivery of the main performance obligation.
If
TUI has control over the asset before it is delivered to the customer, TUI acts as the principal in relation to
that service. Otherwise,
TUI acts as an agent. As a principal, TUI carries the recognised revenue and costs in
the income statement on a gross basis, e. g. for revenue from its own tour operator activities, for hotel
revenue in own hotels, and for aviation revenue. When acting as an agent, TUI carries the relevant revenue
on a net basis at the amount of the commission received, e. g. for car rental and hotel revenue for third-party
hotels in which TUI does not have control over the hotel rooms. Passenger-related aviation taxes and fees
charged by
TUI on behalf of third parties and passed on to these third parties are carried in the income
statement on a net basis.
TUI uses the practical expedient offered under IFRS15.121(a). For open performance obligations as at the
balance sheet date,
TUI discloses all performance obligations for contracts with an original term of more
than twelve months, i. e. at least twelve months lie between the start of the contract (in principle the booking
date) and the end of the contract (in principle the end of the service).
TUI has to pay compensation to customers for flight delays or cancellations (so-called denied boarding
compensation). These payments are directly related to the obligation of the flight service. Therefore these
payments represent variable considerations under
IFRS 15. Hence, denied boarding compensations are
shown net in revenue.
GOODWILL AND OTHER INTANGIBLE ASSETS
Acquired intangible assets are carried at cost. Internally generated intangible assets are capitalised at cost
where an inflow of future economic benefits for the Group is probable and can be reliably measured. The
cost to produce comprises direct costs and directly allocable overheads. Intangible assets with a finite
service life are amortised over the expected useful life.
Intangible assets acquired as a result of business combinations are included at their fair value as at the date
of acquisition and are amortised on a straight-line basis.
Useful lives of intangible assets
Useful lives
Brands, licences and other rights 5 to 20 years
Transport and leasing contracts 12 to 20 years
Computer Software 3 to 10 years
Customer base as at acquisiton date 7 to 15 years
Due to changes in our strategy and delays in the digital transformation, the useful lives of certain software
solutions were extended by two to three years. For further information, please refer to the section ‘Other
intangible assets’.
If there are any events or indications suggesting potential impairment, the amortised carrying amount of the
intangible asset is compared with the recoverable amount. Any losses in value going beyond wear-and-tear
depreciation are taken into account through the recognition of impairment charges.
Depending on the functional area of the intangible asset, amortisation and impairment charges are included
under cost of sales or administrative expenses.
Intangible assets with indefinite useful lives are not amortised but are tested for impairment at least annu-
ally. In addition, impairment tests are conducted if there are any events or indications suggesting potential
impairment.
TUI Group’s intangible assets with an indefinite useful life consist exclusively of goodwill.
169
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Impairment tests for goodwill are conducted on the basis of cash-generating units (CGU) or groups of
cash-generating units.
Impairment charges are recognised where the carrying amount of the tested units plus the allocated good-
will exceeds the recoverable amount. The recoverable amount is the higher of fair value less costs of dis posal
and the present value of future cash flows based on continued use (value in use). The fair value less costs
of
disposal corresponds to the amount that could be generated between knowledgeable, willing, independent
business partners after deduction of the costs of disposal.
Impairment of goodwill is shown separately in the consolidated income statement.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are measured at amortised cost. The costs to purchase include costs to bring
the asset to a working condition. The costs to produce are determined on the basis of direct costs and
directly attributable indirect costs and depreciation.
Borrowing costs directly associated with the acquisition, construction or production of qualifying assets are
included in the costs to acquire or produce these assets until the assets are ready for their intended use.
To the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset, the under-
lying capitalisation rate is determined on the basis of the specific borrowing cost; in all other cases the
weighted average of the borrowing costs applicable to the borrowings outstanding is applied.
Depreciation of property, plant and equipment is based on the straight-line method, based on the customary
useful lives. The useful economic lives are as follows:
Useful lives of property, plant and equipment
Useful lives
Hotel buildings 30 to 40 years
Other buildings 25 to 50 years
Cruise ships 30 to 38 years
Aircraft
Fuselages and engines 22 to 25 years
Engine overhaul depending on intervals, up to 12 years
Major overhaul depending on intervals, up to 12 years
Spare parts up to 10 years
Operating and business equipment 3 to 10 years
Moreover, the level of depreciation is determined by the residual values at the end of the useful life of an
asset. The residual value assumed in first-time recognition for cruise ships and hotel complexes is between
15 % and 35 % of the acquisition costs. The determination of the depreciation of aircraft fuselages and
aircraft engines in first-time recognition is based on a residual value of a maximum of 5 % of the cost of
acquisition. In addition, a residual value of 20 % is used to determine the scheduled depreciation of spare
parts. The payments made under a power by the hour arrangement relating to maintenance overhauls are
capitalised as
PPE under construction up to a maintenance event at which point the cost is transferred to the
appropriate
PPE category.
Both the useful lives and residual values are reviewed on an annual basis when preparing the Group financial
statements. The review of the residual values is based on comparable assets at the end of their useful lives
as at the current point in time. Any adjustments required are recognised as a correction of depreciation over
the remaining useful life of the asset. The adjustment of depreciation is recognised retrospectively for the
entire financial year in which the review has taken place. Where the review results in an increase in the
residual value so that it exceeds the remaining net carrying amount of the asset, depreciation is suspended.
In this case, the amounts are not written back.
Any losses in value going beyond wear-and-tear depreciation are taken into account through the recognition
of impairment losses. If there are any events or indications suggesting impairment, the required impairment
test is performed to compare the carrying amount of an asset with the recoverable amount.
170
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
LEASES
Leases are agreements transferring the right to use an identified asset for a given period of time in return
for a payment. As a lessee,
TUI leases moveable assets such as aircraft, vehicles and cruise ships, as well as,
in particular, immoveable property such as hotel buildings and land, office buildings and travel agencies. As
a lessor,
TUI subleases some aircraft and hotel and office space.
TUI AS LESSEE
TUI recognises right-of-use assets and corresponding lease liabilities for the lease arrangements, in which it
is the lessee, in the statement of financial position. As an exception,
TUI applies the recognition and meas-
urement exemptions for all short-term leases and low-value asset leases. A short-term lease is a lease that
has a lease term of 12 months or less and does not contain a purchase option. The lease payments for those
leases are recognised as an expense in the cost of sales or in administrative expenses on a straight-line basis
over the lease term or on another systematic basis.
At the inception of an agreement,
TUI evaluates whether it is, or contains, a lease. Apart from traditional
lease, tenancy or leasing contracts, service or capacity agreements may also fall within the scope of
IFRS16.
In connection with the purchase of mixed tourism services, the rental or purchase of the largest portion of
a hotel’s room capacity is identified as a lease component if
TUI commits to its contract partner to purchase
a fixed allotment of more than 90 % of the hotel’s capacity for a period of more than 12 months, provided
the agreement does not include an exemption to return committed capacity for self-marketing by the hotelier,
and if therefore an irrevocable payment obligation exists. For agreements that contain one or several lease
components alongside non-lease components,
TUI uses the option not to separate these non-lease compon-
ents, in particular for vehicle or
IT leases and for hotel capacity contracts.
At the commencement date, i. e. the date from which the lessee is entitled to exercise the right to use the
underlying asset, a lease liability amounting to the present value of the lease payments not yet made as at
that date is recognised. The lease payments include all fixed and in substance-fixed payments less any future
lease incentives to be provided by the lessor. The lease payments also include variable payments linked to
an index or an interest rate as well as expected payments from residual value guarantees. Lease payments
for the exercise of extension, purchase and termination options are included if the exercise of these options
is assessed as reasonably certain. As a rule, the lease payments are discounted at the lessor’s interest rate
implicit in the lease. If that rate is not known to
TUI, the present value is determined using the incremental
borrowing rate. After initial measurement, the carrying amount is increased to reflect interest on the lease
liability and reduced to reflect the lease payments made. In addition, the carrying amount of lease liabilities
is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e. g.,
changes to future payments resulting from a change in an index or rate used to determine such lease pay-
ments) or a change in the assessment of an option to purchase the underlying asset. The interest expense
from the subsequent measurement of the lease liability is presented in the interest result. Variable lease
payments not linked to an index nor to an interest rate are recognised through profit or loss in the period in
which the event or condition that triggers the payment occurs.
In addition, a right-of-use asset is recognised at the commencement date. Right-of-use assets for the leased
items are measured at amortised cost less cumulative depreciation / amortisation and cumulative impair-
ment and adjusted for revaluations of the lease liability. The costs of a right-of-use asset comprise the
present value of the future lease payments plus initial direct costs and the lease payments made prior to
commencement less any lease incentives received and the estimated costs to be incurred to restore the
leased asset to the condition required by the terms and conditions of the lease. Capitalised right-of-use
assets are depreciated on a straight-line basis over the shorter of the lease term and the expected useful life
of the right-of-use asset. If the lease transfers ownership of the leased asset to
TUI by the end of the lease
term, or if the lease payments reflect the future exercise of a purchase option, the right-of-use asset is
depreciated over the useful life of the leased asset. Depreciation of capitalised right-of-use assets is carried
in the cost of sales or in administrative expenses.
SALE AND LEASEBACK
For sale and leaseback transactions, TUI initially determines in accordance with IFRS15 whether the transfer
of the asset has to be accounted for as a sale. If the transfer is accounted for as a sale,
TUI recognises the
right-of-use asset associated with the sale and leaseback transaction, as seller and as lessee, at the propor-
tion of the previous carrying amount that relates to the right-of-use asset retained. The gain or loss from
the sale transaction is carried in profit or loss on a pro rata basis at the amount of the rights transferred to
the buyer and lessor. If the transfer is not accounted for as a sale,
TUI continues to recognise the legally
transferred asset as before and carries a financial liability for the proceeds received.
TUI AS LESSOR
As a lessor, TUI classifies each lease as an operating lease or a finance lease. If TUI as a lessor has substan-
tially all the risks and rewards incidental to ownership of the underlying asset, the lease is classified as an
operating lease. If the lease transfers substantially all the risks and rewards incidental to ownership of the
underlying asset to the lessee, the lease is classified as a finance lease.
For subleases, the lease classification has been made by reference to the right-of-use asset arising from the
head lease in accordance with
IFRS16 and not by reference to the underlying lease asset.
The lease payments from operating leases are recognised in revenue on a straight-line basis over the lease
term. Any initial direct costs incurred in obtaining the lease are added to the carrying amount of the under-
lying leased item and depreciated over the lease term on a straight-line basis.
171
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
For finance leases, TUI recognises a lease receivable at an amount equal to the net investment in the lease
and derecognises the underlying leased asset or the right-of-use asset from the head lease. The lease pay-
ments made by the lessees are broken down into an interest portion and a redemption portion using the
effective interest rate method so as to produce a constant periodic rate of interest on the balance of the net
investment. The redemption portions received are deducted from the lease receivable. The interest portion
of the payments received is carried in the interest result.
FINANCIAL INSTRUMENTS
Financial instruments are contractual rights or obligations that will lead to an inflow or outflow of financial
assets or the issue of own equity instruments for one of the two contracting parties and correspondingly to
an inflow or outflow of financial assets for the other contracting party. They also comprise (derivative) rights
or obligations derived in particular, from non-derivative financial assets.
NON
-
DERIVATIVE FINANCIAL ASSETS AND FINANCIAL LIABILITIES
The classification and measurement of financial assets are determined on the basis of the business model
assigned to manage financial assets and the related contractual cash flows. At initial recognition of financial
assets, the classification comprises the categories ‘Financial assets at amortised cost (
AC)’, ‘Financial assets
at fair value through other comprehensive income (FVTOCI)’ and ‘Financial assets at fair value through profit
and loss (FVPL)’.
Non-derivative financial assets are initially recognized with their values at the trading date on which
TUI
Group under-takes to buy the assets. When recognised for the first time, they are either classified at amor
t-
ised costs or at fair value, depending on their objective. Non-derivative financial assets are classified as
financial assets at amortised cost when the objective of the entity’s business model is to hold the financial
assets to collect contractually agreed cash flows, and when the cash flows exclusively constitute interest and
principal payments on the nominal amount outstanding.
For financial assets held at amortised cost, a loss allowance for expected credit losses is recognised in ac-
cordance with
IFRS9. Loss allowances for financial assets are based on either full lifetime expected credit
losses or 12-month expected credit losses. A loss allowance for lifetime expected credit losses is required for
a financial instrument if the credit risk of that financial asset has increased significantly since initial recognition
or if the financial instruments are trade receivables, lease liabilities or contract assets. For all other financial
instruments, expected credit losses are measured at an amount equal to the 12-month expected credit
losses.
IFRS9 allows entities to apply a simplified approach inter alia for trade receivables. Lifetime expected credit
losses on all these assets can be recognised at initial recognition. TUI applies the simplified approach for all
trade receivables.
Impairments and reversals of impairments are recognised under ’Impairment / reversals of impairment of
financial assets’ in the income statement.
The equity instruments held in the balance sheet item ‘Other financial assets’ were irrevocably designated
as ‘Financial assets at fair value through
OCI’ as they are held for medium- to long-term strategic objectives.
These instruments are stakes in associated non-consolidated subsidiaries, equity investments and other
investments. Recognising all fluctuations in the fair value in the income statement would not be in line with
the Group’s strategy. They are allocated to assets unless the entity intends to sell them within twelve months
after the balance sheet date. Dividends from these equity instruments are recognised in the income state-
ment unless the dividends are clearly a partial repayment of the cost to purchase the equity instrument.
The cumulative gain or loss from the subsequent measurement of the equity instruments recognised in
other comprehensive income will continue to be recognised in equity even after the equity instrument has
been derecognised and reclassified to revenue reserves.
All other financial assets not recognised at amortised cost or at fair value through
OCI must be measured at
fair value through profit and loss.
Financial assets are derecognised at the date on which the rights for payments from the assets expire or are
transferred and therefore at the date on which essentially all risks and rewards of ownership are transferred.
The rights to an asset expire when the rights to receive the cash flows from the asset have expired. For
transfers of financial assets, it is assessed whether they have to be derecognised in accordance with the
derecognition requirements of
IFRS9.
Non-derivative financial liabilities are recognised in the consolidated statement of financial position if an
obligation exists to transfer cash and cash equivalents or other financial assets to another party. A non-
derivative financial liability is initially recognized at its fair value. For loans taken out, the nominal amount is
reduced by discounts retained and transaction costs paid and discounted over the expected remaining term
of the liability. The subsequent measurement of non-derivative financial liabilities is effected at amortised
cost using the effective interest method.
TUI does not use the fair value option.
Financial liabilities are derecognised when the obligations specified in the contract are discharged, cancelled
or expire.
172
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
All foreign exchange differences resulting from the translation of trade accounts payable are reported as a
correction to the cost of sales. Foreign exchange differences from the translation of liabilities not resulting
from normal operating processes are reported under Other income / expenses, Financial expenses / income
or administrative expenses, depending on the nature of the underlying receivables or payables.
The bond with warrants and the convertible bond on shares in
TUIAG have to be accounted for as compound
financial instruments. Compound financial instruments are divided into an equity and a debt component in
accordance with
IAS32. The debt component shown under financial liabilities is valued, less the pro rata
transaction costs and added to the repayment amount using the effective interest method. The equity com-
ponent is valued at the residual value that results after deducting the amount determined for the debt
component from the fair value of the entire instrument. The pro rata transaction costs of the equity com-
ponent are deducted from this component. No gain or loss will result from the exercise or expiry of the
relevant conversion option.
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING
At initial measurement, derivative financial instruments are measured at the fair value attributable to them
on the date the contract is entered into and recognised in the balance sheet. Subsequent remeasurement is
also recognised at the fair value calculated at the respective balance sheet date. Where derivative financial
instruments are not part of a designated hedging relationship in connection with hedge accounting, they are
classified as ‘at fair value through profit and loss’. The method used to recognise gains and losses depends
on whether the derivative financial instrument has been fully or possibly only partly designated as a hedging
instrument, and on the nature of the hedged item. Changes in the fair value of a derivative financial instru-
ment not designated as a hedging instrument or the component of a derivative financial instrument not
designated as a hedging instrument are immediately recognised through profit and loss. If, by contrast, an
effective hedging relationship exists, the transaction is recognised as a hedge. The unrealised gains and
losses from the fair value valuation of derivative financial instruments that are designated as hedging instru-
ments within hedge accounting are initially recognised in equity without affecting profit or loss. In the case
of derivative financial instruments that are not part of a hedging relationship, the effect on profit or loss is
immediate, i. e. the changes from the fair valuation are recognised through profit and loss.
TUI Group uses the accounting policy choice provided by IFRS9, enabling entities to continue applying the
hedge accounting requirements of
IAS39. Hedge accounting is exclusively used to hedge the exposure due
to foreign currency and fuel price fluctuations in cash flows from highly probable forecast transactions (cash
flow hedges). Hedges of balance sheet items (fair value hedges), i. e. hedges of the fair value of an asset or a
liability, which would be accounted for at amortised cost, are currently not designated.
Upon entering into a transaction,
TUI documents the hedge relationship between the hedge and the under-
lying transaction, the risk management goal and the underlying strategy. In addition, a record is kept of the
assessment, both at the beginning of the hedge relationship by the using Critical Terms Match method and
on a continual qualitative basis, as to whether the derivatives used for the hedge are highly effective in com-
pensating for the changes in the fair values or cash flows of the underlying transactions.
The effective portion of changes in the fair value of derivatives forming cash flow hedges is recognised in
equity without affecting profit and loss. Any ineffective portion of such changes in the fair value, by contrast,
is recognised immediately in the income statement through profit and loss. Amounts taken to equity are
reclassified to the income statement and carried as income or expenses in the period in which the hedged
item or the hedge has an effect on results or it is no longer highly expected that the hedged item or a
corresponding part thereof will occur.
If a hedge expires, sold or no longer meets the criteria of
IAS39 for hedge accounting, the cumulative gain
or loss remains in equity and is only recognised in the income statement through profit and loss when the
originally hedged future forecasted transaction occurs. If the future transaction is no longer expected to
take place, the cumulative gains or losses recognised directly in equity are immediately recognised through
profit and loss.
More detailed information on the Group’s risk management activities is provided in Note 41 and as well as in
the ‘Risk report’ section of the Management Report.
CONTRACTUAL ASSETS AND TRADE RECEIVABLES
If TUI has fulfilled their contractual obligations, contractual assets or trade receivables are carried. Trade
receivables are carried if the claim for the acquisition of the consideration is no longer subject to a condition.
As a rule, this is the case when the Group is contractually entitled to issue an invoice to the customer that
has not yet been paid in advance through a customer deposit. Due to the tourism business model under
which customers pay for their travel services in advance,
TUI generally does not have any contractual assets.
CONTRACTUAL COSTS
The direct costs immediately resulting from obtaining a contract, e. g. sales commissions to travel agencies
for sales of travel services, are capitalised as contractual costs in the statement of financial position upon
payment of the commission. As a rule, the resulting expenses are recognised over the duration of the travel
service in line with the associated revenue.
INVENTORIES
The measurement method applied to similar inventory items is the weighted average cost formula.
173
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash, call deposits, other current highly liquid financial assets with an
original term of a maximum of three months and current accounts. Overdrawn current accounts are shown
as liabilities to banks under current financial liabilities.
EQUITY
Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares or conversion
options are taken to equity on a net after-tax basis as a deduction from the issuance proceeds.
OWN SHARES
The group’s holdings in its own equity instruments are shown as deductions from shareholders‘ equity at
cost, including directly attributable transaction costs. No gain or loss is recognised in the income statement
on the purchase or sale of shares. Any difference between the proceeds from sale and the original cost are
taken to reserves.
PENSION PROVISIONS
The pension provision recognised for defined benefit plans corresponds to the net present value of the
defined benefit obligations (DBOs) as at the balance sheet date less the fair value of the plan assets. If the
value of the plan assets exceeds the value of the
DBO, the excess amount is shown within other non-financial
assets. The
DBOs are calculated annually by independent actuaries using the projected unit credit method.
For defined contribution plans, the Group pays contributions to public or private pension insurance plans on
the basis of a statutory or contractual obligation or on a voluntary basis. The Group does not have any
further payment obligations on top of the payment of the contributions. The contributions are recognised
under staff costs when they fall due.
OTHER PROVISIONS
Other provisions are formed when the Group has a current legal or constructive obligation as a result of a
past event, where in addition it is probable that assets will be impacted by the settlement of the obligation
and the level of the provision can be reliably determined.
Where a large number of similar obligations exist, the probability of a charge over assets is determined on
the basis of this group of obligations. A provision is also recognised if the probability of a charge over assets
is low in relation to an individual obligation contained in this group.
Provisions are measured at the present value of the expected expenses, taking account of a pre-tax interest
rate, reflecting current market assessments of the time value of money and the risks specific to the liability.
Risks already taken into account in estimating future cash flows do not affect the discount rate. Increases in
provisions due to accretion of interest are recognised as interest expenses through profit or loss.
GOVERNMENT GRANTS
Government grants are recognised if there is reasonable assurance that TUI will comply with all attached
conditions for receiving the grant and the grant will be awarded. Investment grants received are deducted
from the carrying amounts of assets in property, plant or equipment where these grants are directly allocable
to individual assets. If a direct allocation of grants to individual items of property, plant or equipment is not
possible, or if the grants are from other government programmes, the grants and subsidies received are
recognised as deferred income and shown within Other liabilities. Grants related to income are deducted
from related expenses in the period in which the corresponding expenses are incurred. Government grants
include, for example, income subsidies or social security contributions for short-time allowances. If short-
time allowance is a personal benefit for the employee, the respective payments are not recognised as income
in the statement of profit or loss.
TOURISTIC ADVANCE PAYMENTS RECEIVED (CONTRACT LIABILITIES)
A contract liability is an obligation of the Group to deliver goods or services for a customer for which the
customer has already delivered a performance, e. g. in the form of payment of a deposit. In the tourism
business model, customers pay deposits on most travel services prior to departure. The deposits received
therefore constitute contract liabilities within the meaning of
IFRS15.
DEFERRED TAXES AND INCOME TAXES
Expected tax savings from the use of tax losses carried forward assessed as recoverable in the future are
recognised as deferred tax assets. Regardless of the unlimited ability to carry German tax losses forward
which continues to exist, the annual utilisation is limited by the minimum taxation. Foreign tax losses carried
forward frequently have to be used within a given country-specific time limit and are subject to restrictions
concerning the use of these losses carried forward for profits on ordinary activities, which are taken into
account accordingly in the measurement.
Income tax is directly charged or credited to equity if the tax relates to items directly credited or charged to
equity in the same period or some other period.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be
available against which the temporary difference or an unused tax loss can be utilised.
174
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Deferred taxes are measured at the tax rates and tax provisions applicable at the balance sheet date or
adopted by law and expected to be applicable at the date of recognition of the deferred tax asset or the
payment of the deferred tax liability.
Deferred and current income tax liabilities are offset against the corresponding tax assets if they exist in the
same fiscal territory and have the same nature and maturity.
SHARE-BASED PAYMENTS
Share-based payment schemes in the Group comprise both cash-settled and equity-settled schemes.
For cash-settled transactions, the resulting liability for the Group is charged to expenses at its fair value as
at the date of the performance of the service by the beneficiary. Until settlement of the liability, the fair
value of the liability is re-measured at every closing date and all changes in the fair value are recognised
through profit and loss.
For equity-settled transactions the fair value of the awards granted is recognised under staff costs with a
corresponding direct increase in equity. The fair value is determined at the point when the awards are granted
and spread over the vesting period during which the employees become entitled to the awards. The method
for the calculation of the granted awards is described in Note 40 ‘Share-based payments in accordance with
IFRS2’.
SUMMARY OF SELECTED ACCOUNTING AND MEASUREMENT METHODS
The table below lists the key accounting and measurement methods used by TUI Group.
Summary of selected measurement bases
Item in the statement of financial position Measurement base
Assets
Goodwill At cost (subsequent measurement: impairment test)
Other intangible assets with definite useful lives At amortised cost
Property, plant & equipment At amortised cost
Right-of-use assets At amortised cost
Investments in Joint ventures and Associates At the Group's share of the net assets of the joint ventures
and associates
Financial assets
Equity Instruments
At fair value through other comprehensive income
(without subsequent reclassification to profit or loss)
Trade and other receivables
At amortised cost or at fair value through profit or loss (depending
on the underlying business model and the contractual cashflows)
Derivative financial instruments At fair value through profit or loss
Cash and cash equivalents At amortised cost
Inventories Lower of cost and net realisable value
Touristic prepayments At cost (or lower recoverable amount)
Assets held for sale Lower of cost and fair value less costs of disposal
Liabilities and Provisions
Financial liabilities At amortised cost
Provision for pensions Projected unit credit method
Other provisions Present value of the settlement amount
Lease liabilities At amortised cost
Touristic advance payments received At amortised cost
Other financial liabilities
Non-derivative financial liabilities At amortised cost
Derivative financial liabilities At fair value through profit or loss
Payables, trade and other liabilities At amortised cost
175
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Key judgements, assumptions and estimates
The presentation of the assets, liabilities and provisions as well as contingent assets and liabilities shown in
the consolidated financial statements is based on judgements, assumptions and estimates. Any uncertainties
are appropriately taken into account in determining the values.
All estimates and assumptions are based on the conditions and assessments as at the balance sheet date. In
evaluating the future development of business, reasonable assumptions are made regarding the expected
future economic environment in the business areas and regions in which the Group operates.
Despite careful preparation of the estimates, actual results may differ from the estimate. In such cases, the
assumptions and the carrying amounts of the assets and liabilities concerned, if necessary, are adjusted
accordingly. As a matter of principle, changes in estimates are taken into account in the financial year in
which the changes have occurred and in future periods.
JUDGEMENTS
The judgements made by management in applying accounting policies that may have a significant impact on
TUI Group’s assets and liabilities mainly relate to the following topics:
• Assessment when the Group has control over an investee and therefore consolidates this investment
• Definition of whether a Group company acts as an agent or as a principal in a transaction
• Determination whether an agreement is to be classified as a lease or contains a lease
•
Determination of the term of the lease as a lessee in the event of agreements with extension or termination
options
DETERMINATION OF THE TERM OF THE LEASE AS A LESSEE
TUI determines the term of the lease based on the non-cancellable period for which the lessee has the right
to use the asset, together with any periods covered by extension options, if exercise of that option by
TUI is
reasonably certain, as well as periods covered by termination options if TUI is reasonably certain that it will not
exercise that option. Many of TUI’s individually negotiated aircraft and real estate leases contain extension
or termination options.
TUI applies judgement in evaluating whether it is reasonably certain that an option to renew will be exercised
or that an option to terminate the lease will not be exercised. In this context,
TUI considers all relevant facts
and circumstances that create an economic incentive for
TUI to exercise, or not to exercise, the extension or
termination option, respectively. From the commencement date,
TUI remeasures the lease term if there is
either a significant event or a significant change in the circumstances within our control that alters any of our
assessments about what is reasonably certain. The lease term, for instance, is adjusted if an extension
option is exercised or if a termination option is not exercised and if this had been considered differently in
the original assessment.
For aircraft leases, we determine the end of the lease term on the basis of the contractually agreed return
date. For medium- to long-term property agreements, e. g. office buildings, hotels or travel agency leases,
options to renew the lease are included in the lease term to the extent to which
TUI presumes that the future
exercise of the option is reasonably certain in the individual case.
For information on potential future lease payments relating to periods after the exercise date for extension
or termination options, please refer to Note 15.
ASSUMPTIONS AND ESTIMATES
Assumptions and estimates that may have a material impact on the amounts reported as assets and liabilities
in
TUI Group are mainly related to the following balance sheet-related facts and circumstances:
• Determination of assumptions for use in impairment tests, in particular for goodwill and property, plant
and equipment
• Effect of climate-related risks on the measurement of assets
• Determination of the fair values for acquisitions of companies and determination of the useful lives of
acquired intangible assets
• Determination of useful lives and residual carrying amounts of property, plant and equipment
• Determination of actuarial assumptions to measure pension obligations
• Recognition and measurement of other provisions
• Determination of the incremental borrowing rate used to measure lease liabilities
• Recoverability of future tax savings from tax losses carried forward and tax-deductible temporary differ-
ences
• Measurement of tax risks
• Recoverable amounts of touristic prepayments
•
Determination that the package holiday represents a performance obligation due to the significant
integration service
• Determination of period-related revenue recognition on a straight-line basis over the duration of the trip
• Determination of the
ECL of financial instruments
DETERMINING ASSUMPTIONS FOR USE IN IMPAIRMENT TESTS, IN PARTICULAR FOR GOODWILL AND
PROPERTY, PLANT AND EQUIPMENT
The impairment tests are performed on the basis of future discounted cash inflows derived from medium-
term corporate planning. Both the derivation of future cash inflows and the determination of the interest
rate are heavily influenced by assumptions and estimates and are associated with uncertainties, in particular
due to the strong general increase in prices and interest rates, which could lead to a decline in demand for
tourism products, due to long-lasting price increases for fuel and other input factors and as a result of
climate related risks.
176
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
While TUI’s Winter 2021 / 22 business was still adversely affected by travel restrictions in response to the
COVID-19 pandemic, all segments fully resumed their operations after these restrictions were gradually
lifted. From April2022, the Cruises segment again operated its entire fleet. From Summer 2022, Hotels &
Resorts offered their entire product portfolio. Demand showed a very robust recovery, which, however
started later than assumed in the prior year’s planning due to the travel restrictions in place at the beginning
of the financial year. In the Cruises segment, demand recovered later than in other segments. A shorter-term
booking pattern continues to be observed. The unprecedented restart of business operations resulted in
business disruptions in aviation, in particular in the
UK and the Netherlands, but also in other source mar-
kets, causing an adverse impact on Group earnings. The price increases recorded in the course of the finan-
cial year under review, in particular for fuels, and the fluctuations in exchange rates were not fully offset by
higher travel prices and placed an additional burden on earnings in the completed financial year. For financial
year 2023, it is expected that travel restrictions will no longer have a material impact on
TUI’s business and
that TUI
’
s business will return to 2019 levels. However, in financial year 2023, fuel costs are expected to remain
high as well as energy and food prices. The cost-saving initiatives already implemented, especially in Markets &
Airlines and the segment Musement, will have a positive effect. For the subsequent financial years 2024 and
2025, the cost-saving initiatives already implemented, the further digitalisation of our business and the
expansion of existing and new business areas are expected to take largely effect. These factors together will
lead to customer volumes which will expectedly exceed 2019 levels. Fuel prices are expected to decline in
those years though remain at higher levels. Below we describe the key assumptions underlying medium-term
business planning in the segments.
In its business plan, Hotels & Resorts expects to improve performance versus 2022, in particular as travel
restrictions are no longer expected. This development is expected to benefit from
TUI’s high level of direct
distribution, enabling the segment to steer customers to its own hotels. In the medium term, the segment is
expected to deliver further earnings growth due to capacity expansion, demand growth and increases in
average selling prices.
In the Cruises segment, Marella and TUI Cruises are expected to operate their entire fleets and achieve
occupancy rates close to 2019 levels in financial year 2023. However, earnings will be adversely impacted by
increased prices for bunker oil in 2023. Post-2023, prices for bunker oil are expected to decline, initially to
levels 23 % and then to 16.5 % above the assumed price levels for fuel of prior year’s planning. In Summer
2023, Marella will already be expanding its fleet by an additional cruise ship.
TUI Cruises will transfer that
vessel in Summer 2023 and expand its fleet to eight ships (excluding the Hapag Lloyd Kreuzfahrten brand)
in the following years to 2025. The fleet expansion and the associated assumptions about occupancy rates
are subject to elevated uncertainty.
The future development of
TUI Musement depends in part on the development of customer numbers in
Markets & Airlines.
TUI Musement will also generate growth through the sale of tours, activities and tickets
due to the expansion of its own / direct distribution via the internet and the app.
In Markets & Airlines, financial year 2023 is expected to see a return of customer numbers to 2019 levels,
partly driven by market consolidation. The implemented cost-savings initiatives will cushion the adverse
earnings impact from higher fuel prices and other higher costs. The operational flight disruption encoun-
tered in financial year 2022 is not expected to recur in 2023 to that extent, partly due to measures initiated
by
TUI itself, partly because airports will adjust their capacity to higher load factors. Wider use of online
distribution, the provision of dynamic production capacities for flights and accommodation and the invest-
ments in digitalisation are expected to take effect in financial years 2024 and 2025. Moreover, kerosene
prices are expected to decline initially to 49.6 % and then 41.0 % above the assumed price niveau of prior
year’s planning. These planning assumptions are subject to elevated uncertainty.
Other key factors are the weighted average cost of capital after income taxes (WACC), on which discounting
is based, the sustainable growth rate and the growth in perpetuity. Changes in these assumptions may have
a significant impact on the recoverable amount and the amount of any impairment loss. The increase in the
general interest rate level in financial year 2022 also resulted in an increase in
WACC as at 30September2022.
The weighted average cost of capital after income taxes (WACC), on which discounting is based, was derived
from external capital market information about comparable companies. The cost of capital to Markets &
Airlines was increased by an additional risk premium of 1.9 % (previous year 3.4 %). This additional risk premium
was based on an analysis of internal and external market expectations and reflects the elevated uncertainty
with regard to medium- and long-term market developments as well as existing risks regarding a general
price inflation which could lead to a decline in demand for tourism products and increased prices for fuel and
other input factors. Additional country-specific risk premiums are included, in particular, in the measure-
ment of individual hotels. On the determination of
WACC we refer to the section Goodwill.
The increased discount factor and the general price inflation, in particular, triggered the implementation of
a risk assessment for the Group’s assets in the light of indications suggesting impairments as at 30Septem-
ber2022. Where an increased risk was identified for a cash-generating unit, its assets were tested for
impairment. Moreover, where additional indications such as planned closures, divestments or restructurings
were observed, the assets were also tested for impairment. All previously impaired assets were tested for
reversals of impairments and all goodwills were tested for impairments.
Finally we have implemented sensitivity analyses to estimate the uncertainty associated with the assump-
tions on which the impairment tests are based. The sensitivities and their impact on the fair value result
exclusively from the adjustment of individual parameters. Possible compensatory measures were not taken
into account. Sensitivities have been calculated for changes of the
WACC and the sustainable growth in per-
petuity. In addition, sensitivity analyses have been carried out for a general increase or decrease of future
cash flows, a long-lasting increase or decrease of prices for fuel, risks or chances related to demand and fuel
prices in the financial year 2023 and for material climate related risks. For further details we refer to the
section ‘Goodwill’.
177
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
EFFECT OF CLIMATE-RELATED RISKS ON THE MEASUREMENT OF ASSETS
Climate-related risks can have an impact on the recoverability of the Group’s assets in various ways. These
risks include the increasing occurrence of natural disasters and the resulting damage, e. g. to hotels, or the
disruption to travel activity.
TUI addresses risks from natural disasters, e. g. hurricanes, by taking out insur-
ance policies. In addition
TUI has well-established crisis management procedures in place which are focused
on the welfare of the customers in such situations. The related expenses are included in the business plans.
In total the aforementioned physical risks do not have a material financial impact. Accordingly these risks are
not comprised in the sensitivity analysis described in the section ‘Goodwill’.
Climate-related risks with an impact on the recoverability of assets can additionally occur if the demand for
the services of
TUI declines because they do not meet the standards in relation to emissions and adaptation
to climate change.
TUI counteracts these risks with its strategy to reduce climate-damaging emissions and
increasing the sustainability of our services. These so called transitional risks are subsumed under
SBTi risks.
Moreover, the future cash inflows used in impairment tests for individual assets may also be affected by
higher future expenses due to regulatory or voluntary measures to reduce climate-damaging emissions. In
2022,
TUI joined the Science Based Target intitiative (SBTi), committing to implement emission reductions
until 2030. Detailed emission reduction roadmaps have been developed for
TUI’s airlines, cruises and hotels
which represent 99 % of the Groups’s own emissions. The estimates of the impact on future cash inflows
from these roadmaps are subject to substantial uncertainty. This uncertainty is especially related to changes
in the regulatory framework, the development of new technologies and changes in customer behaviour. The
impact is different between the segments. The following
SBTi risks are taken into account in the sensitivity
analysis in the section ‘Goodwill’.
In Markets & Airlines, these risks primarily concern the airlines. They will be impacted by higher aircraft fuel
taxes, emissions trading and the consumption of low-carbon aviation fuel. These expenses will partially be
offset by cost savings from reduced aviation fuel consumption and lower costs of emissions trading in the
wake of an increasing use of low-carbon aviation fuels. Overall we expect an increase of the flight expenses.
Given the comparable young and efficient fleet of
TUI we expect that we will occur less additional costs than
other airlines. Therefore it is our assumption that these increases are in a range that made it possible to
cover them by corresponding price increases. However, at the current point in time, the future regulatory
framework for aircraft fuel tax and emissions trading is not yet known and there is as yet insufficient
production capacity for low-carbon aviation fuel. In addition the willingness to pay of our customers might
not be sufficient to cover the cost increases. The estimates are therefore subject to elevated uncertainty.
TUI assumes that expenses from measures to reduce climate-damaging emissions in the Hotels & Resorts
segment will relate in particular to efforts to reduce energy consumption, to establish own energy gener-
ation units, e. g. through the use of solar installations, and to purchase energy which has been produced
without climate-damaging emissions. Estimates show that energy-saving measures as well as the Group’s
own generation of energy may lead to savings that exceed the initial expenses.
In the Cruises segment, the measures to reduce climate-damaging emissions include investments, leading,
for instance, to a more efficient use of the ships and the installation of shore power connections. These
investments are already included in planned capital expenditure. However, in the Cruises segment, too, a big
proportion of future expenses will relate to the use of low-carbon fuels, bunker oil taxes and emissions
trading. As in Markets & Airlines, the estimates of these expenses and the willingness to pay of our customers
are subject to substantial uncertainty.
Overall,
TUI does not consider climate-related risks as a triggering event to test assets for impairment as at
30September2022. However, we have implemented sensitivity analyses for all relevant cash generating
units to estimate the uncertainty associated with the assumptions, presented in the section ‘Goodwill.’ The
sensitivity analyses for these
SBTi risks are calculated for an increase or decrease of the expenses related to
the reduction of climate-damaging emissions until 2030 without taking into account a compensation by
changes of the travel prices.
BUSINESS ACQUISITIONS AND INTANGIBLE ASSETS
In accounting for business combinations, the identifiable assets, liabilities and contingent liabilities acquired
have to be measured at their fair values. In this context, cash flow-based methods are regularly used, which
may lead to different results depending on the underlying assumptions. In particular, some judgement is
required in estimating the economic useful lives of intangible assets and determining the fair values of
contingent liabilities.
Detailed information on business acquisitions and useful lives of intangible assets is provided in the section
‘Acquisitions – divestments’ in the section on ‘Principles and methods of consolidation’ and in the section on
‘Goodwill and other intangible assets’ of the section ‘Accounting and measurement methods’.
PROPERTY, PLANT AND EQUIPMENT
The measurement of wear-and-tear to property, plant and equipment items entails estimates. In addition
material assumptions and estimates are the determination of useful lives and residual carrying amounts of
property, plant and equipment. The carrying amount of property, plant and equipment as at 30Septem-
ber2022 totals € 3,400.9 m (previous year € 3,159.3 m). In order to review the amounts carried, an evaluation
is carried out on a regular basis to assess whether there are any indications of a potential impairment. These
indications relate to a number of areas and factors, e. g. the market-related or technical environment but also
physical condition. If any such indication exists, management must estimate the recoverable amount on the
basis of expected cash flows and appropriate interest rates.
More detailed information on the useful lives and residual values of property, plant and equipment items is
provided in the section ‘Property, plant and equipment’ in the section ‘Accounting and measurement methods’.
178
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
PENSION PROVISIONS
As at 30September2022, the carrying amount of provisions for pensions and similar obligations totals
€ 601.3 m (previous year € 935.1 m). For those pension plans where the plan assets exceed the obligation,
other non-financial assets amounting to € 163.4 m are shown as at 30 September 2022 (previous year
€ 137.1 m).
In order to determine the obligations under defined benefit pension schemes, actuarial calculations are used
which rely on underlying assumptions concerning life expectancy and the discount rate.
At the balance sheet date, the fair value of the plan assets totals € 2,076.4 m (previous year € 3,172.1 m). As
assets classified as plan assets are never available for short-term sale, the fair values of these plan assets
may change significantly up to the realisation date.
Detailed information on actuarial assumptions is provided in Note 30.
OTHER PROVISIONS
As at 30September2022, other provisions amount to € 1,296.0 m (previous year € 1,303.1 m). When recog-
nising and measuring provisions, assumptions to a considerable content regarding the probability of occur-
rence, maturity and level of risk are required.
Determining whether a current obligation exists is usually based on review by internal or external experts.
The amount of provisions is based on expected expenses, and is either calculated by assessing the specific
case in the light of empirical values, outcomes from comparable circumstances or ranges of possible claims,
or else estimated by experts. Due to the uncertainties associated with assessment, actual expenses may
deviate from estimates so that unexpected charges may result.
More detailed information on Other provisions is provided in the Notes to the statement of financial position
in Note 31.
LEASE LIABILITIES
As at 30September2022, lease liabilities worth € 3,207.5 m (previous year € 3,229.4 m) were carried, reflecting
the present value of the future lease payments as at that date. The interest rate implicit in the lease can only
be easily determined in exceptional cases. In all other cases TUI therefore uses its own incremental borrowing
rate to measure the lease liability. The incremental borrowing rate is the interest rate TUI would have to pay
to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar
value to the right-of-use asset in a similar economic environment. Determining the incremental borrowing
rate therefore regularly involves estimates regarding the interest rate the Group would have to pay. In this
context, estimates are required, for instance, to determine the interest the Group companies would have to
pay if no observable interest rates are available, or if adjustments are required regarding the specific agreed
terms and conditions such as the transaction currency or contract term.
TUI determines the incremental
borrowing rate using observable inputs (bond yields and
CDS quotations) and makes specific adjustments
for individual companies (e. g. country risk premiums).
DEFERRED TAX ASSETS
As at 30September2022, deferred tax assets totalling € 222.0 m (previous year € 291.1 m) were recognised.
Prior to offsetting against deferred tax liabilities, deferred tax assets total € 608.5 m, including an amount of
€ 194.4 m (previous year € 147.3 m) for recognised losses carried forward. The assessment of the recover-
ability of deferred tax assets is based on the ability of the respective Group company to generate sufficient
taxable income.
TUI therefore assesses at every balance sheet date whether the recoverability of expected
future tax savings is sufficiently probable in order to recognise deferred tax assets. The assessment is based
on various factors including internal forecasts regarding the future earnings situation of the Group company.
TUI uses a five-year planning horizon to derive the recoverability of tax loss carryforwards and deductible
differences. If the assessment of the recoverability of deferred tax assets changes, impairment charges may
be recognised, if necessary, on the deferred tax assets.
More detailed information on deferred tax assets is available in the Notes to the statement of financial
position in Note 20.
INCOME TAXES
The Group is liable to pay income taxes in various countries. Key estimates are required when determining
income tax liabilities, including the probability, the timing and the size of any amounts that may become
payable. For certain transactions and calculations the final tax charge cannot be determined during the or-
dinary course of business. After taking appropriate external advice, the Group makes provisions or discloses
contingencies for uncertain tax positions based on the probable or possible level of additional taxes that
might be incurred. The level of obligations for expected tax audits is based on an estimation of whether and
to what extent additional income taxes will be due. Judgements are corrected, if necessary, in the period in
which the final tax charge is determined.
179
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
RECOVERABLE AMOUNTS OF TOURISTIC PREPAYMENTS
As at 30September2022, the carrying amount of touristic prepayments totals € 757.6 m (previous year
€ 616.2 m). The assessment of the recoverable amounts of touristic prepayments made to hoteliers requires
judgement about the volume of future trading with hoteliers and the credit worthiness of those hoteliers. To
assess the recoverability of touristic prepayments,
TUI considers the financial strength of those hoteliers,
the quality of the hotels as well as the demand for each hotel and the relevant destination during the past
and in forthcoming seasons.
FINANCIAL INSTRUMENTS
When measuring ECL of financial instruments under IFRS9 TUI uses, besides historical information, reason-
able and supportable forward-looking information, which is based on assumptions for the future movement
of different economic drivers. The uncertainty remains that this future
ECL will not be in line with actual
default rates due to market development.
180
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Segment Reporting
Notes to the segments
The identification of operating segments is based on the internal organisational and reporting structure
primarily built around the different products and services as well as a geographical structure within
TUI
Group. Allocation of individual organisational entities to operating segments is exclusively based on economic
criteria, irrespective of the participation structure under company law. The segments are independently
managed by those in charge, who regularly receive separate financial information for each segment. They
regularly report to the Group Executive Committee, which consists of six Executive Board members and five
other executives. The legally binding decision regarding the use of resources is taken by the Executive Board.
TUI Group’s Executive Board has therefore been identified as the Chief Operating Decision Maker (CODM)
in accordance with
IFRS8.
The Hotels & Resorts segment comprises all Group-owned hotels and hotel shareholdings of
TUI Group.
The Cruises segment consists of the joint venture
TUI Cruises, its subsidiary Hapag-Lloyd Cruises as well as
the British cruise business Marella Cruises.
The
TUI Musement segment comprises the companies providing services in the destinations.
The income statement items of the aircraft leasing companies holding
TUI Group’s aircraft and subletting
them within the Group have been fully allocated to the airlines using the respective aircraft (Northern
Region, Central Region and Western Region segments).
The Northern Region segment comprises the tour operators and airlines in the
UK, Ireland and the Nordic
countries and the stake in the tour operation business of the Canadian company Sunwing. This segment also
includes the tour operator
TUI Lakes & Mountains, which plays a major role in securing the load factor for
our
UK aircraft fleet in winter.
The Central Region segment comprises the tour operators and airlines in Germany and tour operators in
Austria, Poland and Switzerland.
The Western Region segment comprises the tour operators and airlines in Belgium and the Netherlands and
tour operators in France.
Apart from the above segments, the recognised items also include All other segments. This comprises the
business operations for new markets and in particular the central corporate functions and interim holdings
of
TUI Group and the Group’s real estate companies, as well as central tourism functions such as information
technology.
Notes to the segment data
The selection of segment data presented is based on the regular internal reporting to the Executive Board.
From the 2020 financial year onwards, underlying EBIT is the segment performance indicator within the
meaning of IFRS8.
We define the
EBIT in underlying EBIT as earnings before interest, income taxes and result of the measure-
ment of the Group’s interest hedges.
EBIT by definition includes goodwill impairments.
Underlying
EBIT is adjusted for by income and expense items impacting or distorting the assessment of the
operating profitability of the segments and the Group due to their level and frequency. These separately
disclosed items include gains on disposal from investments, major gains and losses from the sale of assets
and major restructuring and integration expenses. In addition, adjustments are carried for all effects from
purchase price allocations, ancillary acquisition costs and conditional purchase price payments. Adjustments
made in the reconciliation to underlying
EBIT also include goodwill impairments.
In financial year 2022, net expenses totalling € 58.7 m were adjusted as separately disclosed items.
The adjusted separately disclosed items for financial year 2022 include restructuring expenses of € 94 m in
the Hotels & Resorts (€ 37 m), Central Region (€ 21 m), Northern Region (€ 19 m),
TUI Musement (€ 9 m), All
Other Segments (€ 14 m) and Western Region (€ 3 m) segments. Restructuring expenses also include income
of € 9 m from the reversal of restructuring provisions no longer required in Western Region. In addition,
income of € 19 m from the sale of the shares in Nordotel S.A, fully consolidated in the Hotels & Resorts
segment, to Grupotel dos S. A., a joint venture of the
TUI Group, income of € 16 m from the subsequent
purchase price adjustment of the disposal of our 49 % stake in the Riu Hotels S. A. joint venture to a company
of the Riu Group in the previous year was adjusted.
In financial year 2021, net income totalling € 95.9 m was adjusted as separately disclosed items.
Separately disclosed items in the financial year 2021 include income of € 54 m from the reversal of provisions
as well as other obligations in connection with restructuring measures no longer required in the Central
Region due to the lower than expected reduction in fleet size at
TUIfly and € 2 m in Western Region. In ad-
dition, restructuring expenses of € 149 m related to the segments
TUI Musement (€ 12 m), Northern Region
(€ 11 m), Central Region (€ 21 m), Western Region (€ 55 m) and All Other Segments (€ 50 m). Furthermore,
gains or losses on disposal from the sale of our 49 % stake in the joint venture Riu Hotels S. A. to a company
of the Riu Group (€ 197 m), the closure of
TUI Musement’s Mauritius business (€ – 2 m) and the sale of a stake
in an aircraft asset company in the Northern (€ – 2 m) and Western (€ – 1 m) Regions, the sale of two hotel
companies in Hotels & Resorts (€ – 4 m) and in the Western Region (€ 2 m) were adjusted.
181
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
The adjusted expenses of € 30.1 m (previous year € 33.2 m) from purchase price allocations mainly include
scheduled amortization of intangible assets from acquisitions made in previous years.
In accordance with
IFRS8 TUI presents intercompany leases – in line with the internal steering logic – as if
they were
IAS17 Operating leases in segment reporting.
Apart from this indicator, internal and external revenue, depreciation and amortisation, impairments of
other intangible assets (excluding goodwill), property, plant and equipment, right-of-use assets and invest-
ments as well as the share of result of joint ventures and associates are likewise shown for each segment, as
these amounts are included when determining underlying
EBIT. As a rule, inter-segment business transac-
tions are based on the arm’s length principle, as applied in transactions with third parties. No single external
customer accounts for 10 % or more of revenue.
Assets and liabilities by segment are not included in the reporting to the Executive Board and are therefore
not shown in segment reporting.
Depreciation and write-backs relate to non-current assets by region.
Non-current assets by region contain other intangible assets, property, plant and equipment, right-of-use
assets and specific other non-current assets that do not meet the definition of financial instruments.
Segment indicators
Revenue by segment
2022 2021
€ million External Group To t a l External Group Total
Hotels & Resorts 806.2 693.4 1,499.6 440.5 226.2 666.7
Cruises 331.5 – 331.5 27.0 – 27.0
TUI Musement 517.2 288.5 805.7 116.7 61.6 178.3
Consolidation – – 3.5 – 3.5 – – 4.1 – 4.1
Holiday Experiences 1,654.9 978.4 2,633.3 584.1 283.8 867.9
Northern Region 6,320.2 327.8 6,648.0 807.7 273.8 1,081.5
Central Region 5,773.5 83.7 5,857.2 2,322.9 84.0 2,406.9
Western Region 2,712.6 146.2 2,858.8 976.1 130.7 1,106.8
Consolidation – – 538.1 – 538.1 – – 484.9 – 484.9
Markets & Airlines 14,806.3 19.6 14,825.9 4,106.7 3.6 4,110.3
All other segments 83.8 5.6 89.4 40.8 4.4 45.2
Consolidation – – 1,003.7 – 1,003.7 – – 291.8 – 291.8
Tot al 16,544.9 – 16,544.9 4,731.6 – 4,731.6
Underlying EBIT by segment
€ million 2022 2021
Hotels & Resorts 480.6 – 152.7
Cruises 0.8 – 277.5
TUI Musement 23.2 – 105.3
Holiday Experiences 504.6 – 535.4
Northern Region – 101.6 – 965.8
Central Region 87.8 – 328.6
Western Region – 31.5 – 176.6
Markets & Airlines – 45.3 – 1,470.9
All other segments – 50.5 – 69.1
Tot al 408.7 – 2,075.5
182
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Reconciliation to underlying EBIT of TUI Group
€ million 2022 2021
Earnings before income taxes – 145.9 – 2,461.7
plus: Net interest expense (excluding expense / income from measurement
of interest hedges)
478.9 439.1
less / plus: Expense (income) from measurement of interest hedges – 13.0 9.8
EBIT 320.0 – 2,012.8
Adjustments:
less / plus: Separately disclosed items 58.7 – 95.9
plus: Expense from purchase price allocation 30.1 33.2
Underlying EBIT 408.7 – 2,075.5
Other segmental information
Amortisation (+), depreciation (+),
impairment (+) and write-backs (–)
of other intangible assets, property,
plant and equipment, right-of-use
assets and investments
Thereof impairment of intangible
assets and property, plant,
equipment and right-of-use assets
Thereof reversal of impairment
losses on intangible assets and
property, plant, equipment and
right-of-use assets
Thereof amortisation / depreciation
of intangible assets and
property, plant, equipment and
right-of-use assets
Share of result of
joint ventures and associates
€ million 2022 2021 2022 2021 2022 2021 2022 2021 2022 2021
Hotels & Resorts
206.8 217.8 60.8 56.6 30.7 30.9 176.7 192.3 94.0 – 44.6
Cruises 54.6 63.4 – – 15.2 – 69.8 63.4 41.4 – 146.7
TUI Musement 32.6 32.9 1.2 0.2 – 0.1 31.3 32.9 7.5 – 5.6
Holiday Experiences 294.0 314.1 62.0 56.7 45.9 31.0 277.8 288.5 142.9 – 196.9
Northern Region 328.1 363.6 4.1 37.5 3.6 2.5 327.6 328.5 – 46.2 – 38.2
Central Region 104.9 133.4 0.8 6.4 0.8 – 104.8 127.2 3.8 2.3
Western Region 144.6 158.9 – 18.4 – 3.5 144.6 143.9 – –
Markets & Airlines 577.6 655.9 4.9 62.3 4.4 6.0 577.1 599.6 – 42.3 – 35.9
All other segments 11.8 42.4 6.9 36.4 0.1 – 5.0 5.9 0.2 0.1
Tot al 883.4 1,012.4 73.9 155.5 50.4 37.0 859.8 894.1 100.7 – 232.7
183
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Key figures by region
External revenue
by customer locations
Non-current assets
€ million 2022 2021 2022 2021
Germany 4,555.2 1,741.5 257.8 307.4
United Kingdom 6,103.1 768.5 3,829.3 3,656.2
Spain 145.5 87.4 551.4 589.9
Other Europe 5,357.9 1,926.3 483.7 533.9
North and South America 293.7 144.6 728.4 553.0
Rest of the world 89.6 63.3 1,196.1 1,197.4
Tot al 16,545.0 4,731.6 7,046.7 6,837.8
Notes to the Consolidated Income Statement
As a result of the easing of global travel restrictions, TUI Group was able to increase its business volume
compared with financial year 2021. Nevertheless, the development of revenue and earnings in particular in
the first half of financial year 2022 continued to be significantly impacted by the measures to contain the
spread of COVID-19. TUI Group’s results generally also reflect the significant seasonal swing in tourism
between the winter and summer travel months, however the impact is less evident especially in the previous
year period due to the
COVID-19 pandemic.
(1) Revenue
Group revenue is mainly generated from tourism services. The other revenues present income from
sub-lease. In financial year 2022, consolidated revenue increased by 249.7 % year-on-year from € 4.7 bn to
€ 16.5 bn. This reflects a normalisation of the business environment in tourism to an approximate pre-
pandemic level in the course of the financial year.
184
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
External revenue allocated by destinations for the period from 1 Oct 2021 to 30 Sep 2022
€ million
Spain
(incl. Canary
Islands)
Other
European
destinations
Caribbean,
Mexico,
USA & Canada
North Africa &
Turkey
Rest of Africa,
Ind. Ocean,
Asia
Other
countries
2022
Revenues from
contracts with
customers
Other
2022
To t a l
Hotels & Resorts 292.0 85.8 216.1 74.7 137.6 – 806.2 – 806.2
Cruises 158.2 124.8 48.3 – – 0.1 331.4 – 331.5
TUI Musement 97.7 191.4 123.8 32.1 34.1 38.2 517.3 – 517.2
Holiday experiences 547.9 402.0 388.2 106.8 171.7 38.3 1,654.9 – 1,654.9
Northern Region 1,955.3 1,986.4 1,202.6 816.7 333.1 20.8 6,314.9 5.3 6,320.2
Central Region 1,646.4 1,987.2 300.2 1,271.1 565.6 2.5 5,773.0 0.5 5,773.5
Western Region 868.7 832.5 474.5 390.8 138.8 6.0 2,711.3 1.3 2,712.6
Markets & Airlines 4,470.4 4,806.1 1,977.3 2,478.6 1,037.5 29.3 14,799.2 7.1 14,806.3
All other segments 2.1 21.4 10.3 5.0 34.5 10.4 83.7 – 83.7
Tot al 5,020.4 5,229.5 2,375.8 2,590.4 1,243.7 78.0 16,537.8 7.1 16,544.9
External revenue allocated by destinations for the period from 1 Oct 2020 to 30 Sep 2021
€ million
Spain
(incl. Canary
Islands)
Other
European
destinations
Caribbean,
Mexico,
USA & Canada
North Africa &
Turkey
Rest of Africa,
Ind. Ocean,
Asia
Other
countries
2021
Revenues from
contracts with
customers
Other
2021
Total
Hotels & Resorts 186.4 65.4 108.6 52.1 27.4 0.6 440.5 – 440.5
Cruises 0.3 26.3 0.3 – – 0.1 27.0 – 27.0
TUI Musement 21.4 53.9 23.3 9.0 7.1 1.9 116.6 – 116.7
Holiday experiences 208.1 145.6 132.2 61.1 34.5 2.6 584.1 – 584.1
Northern Region 235.9 468.0 82.6 10.0 8.6 1.5 806.6 1.0 807.7
Central Region 602.7 1,161.9 79.9 337.8 139.7 0.5 2,322.5 0.3 2,322.9
Western Region 282.7 503.4 106.1 78.6 4.5 0.4 975.7 0.5 976.1
Markets & Airlines 1,121.3 2,133.3 268.6 426.4 152.8 2.4 4,104.8 1.8 4,106.7
All other segments 1.7 11.0 1.3 0.8 22.0 4.0 40.8 – 40.8
Tot al 1,331.1 2,289.9 402.1 488.3 209.3 9.0 4,729.7 1.8 4,731.6
Future revenue from performance obligations not yet delivered as at 30September2022 totals € 1,502.1 m
(previous year € 2,192.4 m), including an amount of € 1,340.6 m (previous year € 2,006.6 m) to be recognised
within the next twelve months. The remaining revenue will mostly be recognised in the following twelve
months.
The touristic advance payments received (contract liabilities) are presented in Note 34.
185
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(2) Cost of sales and administrative expenses
Cost of sales relates to the expenses incurred in the provision of tourism services. In addition to the expenses
for personnel, depreciation, amortisation, rental and leasing, it includes all costs incurred by the Group in
connection with the procurement and delivery of airline services, hotel accommodation, cruises and distri-
bution costs.
Due to the increased business volume, the cost of sales increased by 162.2 % from € 6.0 bn to € 15.6 bn in
financial year 2022.
The cost of sales in financial year 2022 and in the prior year include effects from the termination of hedging
relationships that were previously designated in hedge accounting relationships. For more details, please
refer to Note 41 ‘Financial instruments’.
Government grants
€ million 2022 2021
Cost of Sales 58.0 158.8
Administrative expenses 35.5 62.7
Tot al 93.5 221.5
The government grants reported under cost of sales and administrative expenses include in particular grants
for wages and salaries, social security contributions as well as other contributions directly reimbursed to the
relevant company. Since April2020 government programmes and measures to secure jobs had been intro-
duced by European governments similar to the short-time work benefit scheme in Germany as part of the
meaures to curtail
COVID-19. Especially subsidiaries of the Northern, Western and Central Region segments
used these programmes following the introduction of travel restrictions in financial years 2020 and 2021 and
in Winter 2022. In addition, a number of Group companies have applied for government grants, or received
such grants, respectively, from the relevant national awarding authorities, e. g. in the form of grants for fixed
costs. In the wake of the lifting of travel restrictions and the resumption of business operations, these meas-
ures have been decreasingly used or they have been terminated. Accordingly, the government grants
declined year-on-year.
In addition
TUIAG received government assistance in the form of financing measures to cover the liquidity
requirements due to the
COVID-19 pandemic from the KfW and the ESF. For further details we refer to the
section ‘Going concern reporting according to the
UK Corporate Governance Code’.
Administrative expenses comprise all expenses incurred in connection with activities by the administrative
functions and break down as follows:
Administrative expenses
€ million 2022 2021
Staff cost 544.7 542.1
Rental and leasing expenses 11.0 14.3
Depreciation, amortisation and impairment 73.6 131.9
Others 116.9 152.2
Tot al 746.3 840.5
The cost of sales and administrative expenses include the following expenses for personnel and depreciation /
amortisation / impairment:
Staff costs
€ million 2022 2021
Wages and salaries 1,732.3 1,393.1
Social security contributions 300.4 193.7
Pension costs 109.2 119.3
Tot al 2,141.9 1,706.1
Pension costs include service cost for defined benefit obligations and contributions to defined contribution
pension schemes.
In the period under review, TUI Group’s personnel expenses rose from € 1.7 bn in the prior year to € 2.1 bn. The
year-on-year increase in wages and salaries and social security contributions in financial year 2022 resulted
in particular from a 24.0 % increase in the average number of employees across the Group. In addition, the
use of short-time working and other government programmes to secure jobs was significantly lower than in
the previous year.
186
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
The average annual headcount (excluding trainees) evolved as follows:
Average annual headcount in the financial year (excl. trainees)
2022 2021
Hotels & Resorts 21,766 14,546
Cruises 63 58
TUI Musement 6,695 4,277
Holiday Experiences 28,524 18,881
Northern Region 9,722 8,952
Central Region 6,919 7,537
Western Region 4,867 4,572
Markets & Airlines 21,508 21,061
All other segments 2,332 2,274
Tot al 52,364 42,216
Depreciation / amortisation / impairment
€ million 2022 2021
Depreciation and amortisation of other intangible assets, property, plant and
equipment and right-of-use assets
859.8 894.1
Impairment of other intangible assets, property, plant and equipment and
right-of-use assets
73.9 155.5
Tot al 933.7 1,049.6
Impairment losses of € 73.6 m (previous year € 111.3 m) are presented within cost of sales and € 0.3 m
(previous year € 44.2 m) in administrative expenses.
Impairments losses of € 57.2 m (previous year € 50.7 m) relate to property, plant and equipment. Additionally
€ 8.8 m (previous year € 72.4 m) correspond to right-of-use assets and € 7.9 m (previous year € 32.4 m) to
other intangible assets.
In financial year 2022, reversals of impairment losses of € 50.4 m (previous year € 37.0 m) were recognized, of
which € 49.6 m (previous year € 37.0 m) were recorded in cost of sales and € 0.8 m (previous year € 0.0 m) in
administrative expenses.
For details of the impairment losses and reversals of impairment losses effected in financial year 2022,
please refer to the respective sections in the Notes to the consolidated statement of financial position.
A breakdown of impairments and reversals of impairments is presented in Segment Reporting.
(3) Other income and other expenses
In financial year 2022 other income reflects mainly € 19.3 m from the disposal of Nordotel S. A. in Octo-
ber2022 and subsequent income of € 13.4 m relating to the disposal of
RUI Hotels S. A. in the prior financial
year. In the prior year, this item had primarily included the gain on disposal of Riu Hotels S. A. of € 196.8 m.
In financial year 2022, other expenses result in particular from the disposal of aircraft assets. In the previous
year, losses from the disposal of aircraft assets and the result from the sale of
TUI Group companies were
presented in other expenses.
(4) Financial income
Financial income
€ million 2022 2021
Bank interest income 4.7 0.8
Other interest and similar income 20.2 10.8
Income from the measurement of hedges 1.4 1.1
Interest income 26.3 12.7
Income from investments 0.3 –
Foreign exchange gains 9.3 14.6
Tot al 35.9 27.3
The increase in financial income of € 8.6 m in financial year 2022 mainly results from higher interest income
of € 13.6 m. This increase in this income was partly compensated by decreased income from exchange rate
changes on lease liabilities in accordance with
IFRS16.
187
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(5) Financial expenses
Financial expenses
€ million 2022 2021
Bank interest payable on loans and overdrafts 15.2 14.8
Interest expenses on lease liabilities 159.3 153.3
Net interest expenses from defined benefit pension plans 6.6 0.9
Unwinding of discount on provisions 10.1 – 0.7
Other interest and similar expenses 293.1 282.5
Expenses relating to the measurement of hedges 7.8 10.9
Interest expenses 492.1 461.7
Expenses relating to the measurement of other financial instruments 0.1 –
Foreign exchange losses 17.3 2.4
Tot al 509.5 464.1
In the period under review financial expenses increased by € 45.4 m. This increase mainly results from higher
interest expenses, in particular, due to lease liabilities and defined benefit pension plans as well as the
unwinding of discount on provisions. Expenses from exchange rate changes in lease liabilities in accordance
with
IFRS16 increased as well.
(6) Share of result of joint ventures and associates
The share of result of joint ventures and associates of € 100.7 m (previous year € – 232.7 m) comprises the
net result for the year attributable to the associated companies and joint ventures.
Joint ventures and associates were tested for impairment as at 30September2022. This resulted in impairments
of € 4.8 m (previous year € 5.0 m) and reversals of € 3.4 m (previous year € 0.0 m) in the Hotels & Resorts
segment and € 0.4 m impairments (previous year € 0.1 m) and € 0.2 m reversals (previous year € 0.1 m) in the
Central Region segment.
For the development of the results of the material joint ventures and associates, please refer to Note 16
‘Investments in joint ventures and associates’.
(7) Income taxes
As in the previous year, TUI Group’s German companies have to pay trade tax of 15.7 % and corporation tax
of 15.0 % plus a 5.5 % solidarity surcharge on corporation tax.
Foreign income taxes are calculated on the basis of the laws and provisions applicable in the individual
countries. The income tax rates applied to foreign companies vary from 0 % to 35.0 %.
Breakdown of income taxes
€ million 2022 2021
Current tax (expense [+] / income [–])
in Germany – 15.7 – 6.5
abroad 127.5 3.4
Deferred tax (expense [+] / income [–]) – 45.1 22.3
Tot al 66.7 19.2
In financial year 2022, the actual tax income in Germany included income attributable to prior periods. Due to
the required reassessment of tax risks, income tax liabilities of € 4.8 m (previous year € 2.0 m) were reversed.
In financial year 2022, the tax expense from actual taxes attributable to prior periods totalled € 42.4 m
(previous year € 18.2 m).
In the financial year deferred tax expenses include deferred tax income from the reassessment of tax loss
carryforwards in Germany of € 61.4 m (previous year tax expense € 39.7 m).
188
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
In financial year 2022, tax expense totalled € 66.7 m (previous year € 19.2 m) and are derived as follows from
an ‘expected’ income tax expense that would have arisen if the statutory income tax rate of parent company
TUIAG (aggregate income tax rate) had been applied to earnings before taxes.
Reconciliation of expected to actual income taxes
€ million 2022 2021
Earnings before income taxes – 145.9 – 2,461.7
Expected income tax (current year 31.5 %, previous year 31.5 %) – 46.0 – 775.4
Effect from the difference of the actual tax rates to the expected tax rates 35.4 196.0
Changes in tax rates and tax law 23.0 75.1
Income not taxable – 61.8 – 82.9
Expenses not deductible 30.5 177.1
Effects from loss carryforwards 89.5 483.2
Temporary differences for which no deferred taxes were recognised – 15.0 – 25.5
Deferred and current income tax relating to other periods (net) 31.8 – 34.5
Other differences (expense [+] / income [–]) – 20.7 6.1
Income taxes 66.7 19.2
(8) Group loss attributable to shareholders of TUIAG
In financial year 2022, the share in Group loss attributable to TUI AG shareholders decreased from
€ – 2,467.2 m in the prior year to € – 277.3 m.
(9) Group profit / loss attributable to non-controlling interest
In the Hotels & Resorts segment, the Group profit attributable to non-controlling interest primarily relates
to the
RIUSA II Group with € 64.2 m (previous year Group loss € 10.6 m).
(10) Earnings per share
In accordance with IAS33, basic earnings per share are calculated by dividing the Group result for the year
attributable to TUIAG shareholders by the weighted average number of registered shares outstanding
during the financial year. The average number of shares is derived from the total number of shares at the
beginning of the financial year (1,099,393,634 shares) and the share capital increases in October and May in
total of 685,812,219 new shares issued on a pro rata basis (535,425,497 new shares).
Earnings per share
2022 2021
Group loss / profit for the year attributable to shareholders of TUIAG € million – 277.3 – 2,467.2
Weighted average number of shares 1,634,819,131 954,369,613
Basic earnings per share € – 0.17 – 2.58
Diluted Earnings per share
2022 2021
Group loss / profit for the year attributable to shareholders of TUIAG € million – 277.3 – 2,467.2
Weighted average number of shares 1,634,819,131 954,369,613
Weighted average number of shares (diluted) 1,634,819,131 954,369,613
Diluted earnings per share € – 0.17 – 2.58
As a rule, a dilution of earnings per share occurs when the average number of shares increases due to the
addition of the issue of potential shares from conversion options. In the event of a loss, this is not applicable.
The matters described below therefore have no dilutive effect as of the reporting date.
On 1October2020, TUIAG issued a warrant bond to the Economic Stabilisation Fund (ESF) of € 150.0 m
primary. Following the capital reduction in financial year 2021, the option price decreased accordingly from
€ 2.56 to € 1.00 per share. The number of potential shares continues to amount to 58.7 m.
In January2021 a conditional capital of € 420.0 m was approved to grant
ESF the right to exchange all or part
of
ESF’s asset contribution in the form of a silent partnership of € 420.0 m at any time for up to 420.0 m new
registered shares representing a proportionate amount of the capital stock of € 1.00 per share.
189
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
In April and July2021, a convertible bond was issued for a total of € 589.6 m. At a present conversion price
of € 4.58 per share, the number of potential shares is 128.7 m.
In total the potential shares amount to 607.4 m.
(11) Taxes attributable to other comprehensive income
Tax effects relating to other comprehensive income
2022 2021
€ million Gross Tax effect Net Gross Tax effect Net
Foreign exchange differences 206.1 – 206.1 119.9 – 119.9
Cash flow hedges 110.7 – 28.5 82.2 144.0 – 32.1 111.9
Remeasurements of benefit
obligations and related fund
assets
245.5 – 71.8 173.7 – 257.5 139.3 – 118.2
Changes in the measurement
of companies measured at
equity outside profit or loss
17.0 – 17.0 17.9 – 17.9
Fair value gain / loss on invest-
ments in equity instruments
designated as at
FVTOCI – 1.2 – – 1.2 – 0.1 – – 0.1
Other comprehensive income 578.1 – 100.3 477.8 24.3 107.2 131.5
In the period under review corporate income taxes in the amount of € – 1.0 m were recognised directly in
equity (previous year € – 1.3 m). Deferred income taxes recognised directly in equity were not generated, as
in the prior year.
190
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Notes to the Consolidated Statement of Financial Position
(12) Goodwill
Goodwill
€ million 2022 2021
Historical cost
Balance as at 1 Oct 3,469.5 3,404.7
Exchange differences – 24.6 86.8
Reclassification as assets held for sale – – 22.0
Balance as at 30 Sep 3,444.9 3,469.5
Impairment
Balance as at 1 Oct – 476.4 – 490.2
Exchange differences 2.1 – 8.2
Reclassification as assets held for sale – 22.0
Balance as at 30 Sep – 474.3 – 476.4
Carrying amounts as at 30 Sep 2,970.6 2,993.1
In accordance with the provisions of IAS21, goodwill allocated to the individual segments and sectors was
recognised in the functional currency of the subsidiaries and subsequently translated when preparing the
consolidated financial statements. Similar to the treatment of other differences from the translation of
annual financial statements of foreign subsidiaries, differences due to exchange rate fluctuations between
the exchange rate at the date of acquisition of the subsidiary and the exchange rate at the balance sheet
date are taken directly to equity outside profit and loss and disclosed as a separate item. In financial year
2022, a reduction in the carrying amount of goodwill of € 22.5 m (previous year increase of € 78.6 m) resulted
from foreign exchange differences.
The following table presents a breakdown of goodwill by cash-generating unit (
CGU) at carrying amounts.
Other exclusively consists of the two cash-generating units Robinson and Blue Diamond, which belong to the
Hotels & Resorts segment.
Goodwill per cash generating unit
€ million 30 Sep 2022 30 Sep 2021
Northern Region 1,204.7 1,224.6
Central Region 502.5 501.7
Western Region 412.3 412.3
Riu 343.1 343.1
Marella Cruises 288.8 295.2
TUI Musement 171.4 170.3
Other 47.8 45.9
Tot al 2,970.6 2,993.1
As at 30September2022, an impairment test of capitalised goodwill was performed at the level of
cash-
generating units. No impairments of capitalised goodwill were identified.
For all
CGUs, the recoverable amount was determined on the basis of fair value less costs of disposal, being
the higher value compared to the value in use. The fair value was calculated by discounting the expected
cashflows. This was based on the medium-term plan for the respective entity as at 30September2022.
Budgeted revenues and EBIT margins are based on expectations with regard to the future business perform-
ance. We refer to the section ‘Key judgements, assumptions and estimates’.
The discount rates are calculated as the weighted average cost of capital, taking account of country-specific
risks of the
CGU and based on external capital market information. The unchanged high weighted average
cost of capital reflects the current market situation and in particular the increase in beta factors and debt
capital.
191
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
The table below provides an overview of the parameters versus the previous financial year, underlying the
determination of the fair values per CGU. Due to a growth phase in the first three planning years, the planning
period for
TUI Musement was extended to five years in order to represent a normalised business. At Marella
Cruises, the higher growth rate in revenues in the previous financial year is mainly due to an expected add-
ition of a new ship in the planning year 2024. As in the previous year, the
EBIT margin has been adjusted for
deductions of centrally incurred costs The table lists the
CGUs to which goodwill has been allocated:
Parameters for calculation of the recoverable amount at 30September2022
Planning
period in
years
Growth
rate
revenues
2
in % p. a.
EBIT
margin
3
in % p. a.
Sust-
ainable
growth
rate
4
in %
WACC
in %
Level
Carrying
amount in
€ million
Recov-
erable
amount in
€ million
Northern Region 3.00 8.7 2.8 0.5 11.75 3 1,099.5 2,787.8
Central Region 3.00 4.1 2.5 0.5 11.75 3 – 134.2 1,133.5
Western Region 3.00 4.1 2.1 0.5 11.75 3 471.1 786.2
Riu
1
3.00 8.8 30.5 1.0 8.55 3 2,279.8 3,107.2
Marella Cruises
1
3.00 0.7 11.0 1.0 10.57 3 722.6 1,081.5
TUI Musement 5.00 25.0 2.9 1.0 9.84 3 453.0 805.3
Other 3.00 2.3 to 4.3
15.5 to
21.3
1.0
8.55 to
9.21
3
669.4 to
812.3
711.8 to
956.0
1
Those are groups of CGUs.
2
Planned growth rate in revenues in % in relation financial year 2024 to financial year 2025.
3
EBIT-Margin for financial year 2025.
4
Growth rate of expected net cash inflows.
Parameters for calculation of the recoverable amount at 30September2021
Planning
period in
years
Growth
rate
revenues
2
in % p. a.
EBIT
margin
3
in % p. a.
Sust-
ainable
growth
rate
4
in %
WACC
in %
Level
Carrying
amount in
€ million
Recov-
erable
amount in
€ million
Northern Region 3.00 8.3 4.4 0.5 11.75 3 1,205.4 3,563.3
Central Region 3.00 3.3 3.4 0.5 11.75 3 7.2 1,363.1
Western Region 3.00 6.1 3.4 0.5 11.75 3 449.9 902.7
Riu
1
3.00 7.2 30.1 1.0 7.77 3 2,099.3 3,304.1
Marella Cruises
1
3.00 18.1 14.2 1.0 9.18 3 838.0 1,202.1
TUI Musement 3.00 23.4 4.8 1.0 8.36 3 327.5 727.7
Other 3.00 2.2 to 4.9
14.9 to
18.8
1.0
7.77 to
8.51
3
548.6 to
672.6
760.4 to
799.0
1
Those are groups of CGUs.
2
Planned growth rate in revenues in % in relation financial year 2023 to financial year 2024.
3
EBIT margin for financial year 2024.
4
Growth rate of expected net cash inflows.
192
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
In view of the existing uncertainties regarding future business development, an analysis of sensitivities for
the main planning parameters was carried out. In the sector Markets & Airlines a risk premium of 1.9 %
(previous year 3.4 %) was added to the cost of capital. For further information we refer to ‘Key judgements,
assumptions and estimates’. The following table shows the effects of potential deviations in fair value in
financial year 2022:
Sensitivities presenting potential changes of the recoverable amount
Sensitivity analysis Markets & Airlines
WACC
+ 150
BPS
€ million
WACC
– 150
BPS
€ million
Sustainable
growth rate
2
+ 50
BPS
€ million
Sustainable
growth rate
2
– 50
BPS
€ million
Cash inflow
+ 15 %
€ million
Cash inflow
– 15 %
€ million
Northern Region – 221.3 281.1 60.6 – 55.4 418.2 – 418.2
Central Region – 130.7 169.8 40.3 – 36.9 173.6 – 173.6
Western Region – 61.0 77.5 16.7 – 15.3 118.0 – 117.9
Sensitivity analysis Cruises
WACC
+ 100
BPS
€ million
WACC
– 100
BPS
€ million
Sustainable
growth rate
2
+ 50
BPS
€ million
Sustainable
growth rate
2
– 50
BPS
€ million
Cash inflow
+ 10 %
€ million
Cash inflow
– 10 %
€ million
Marella Cruises
1
– 86.4 105.9 40.5 – 36.5 108.1 – 108.1
Sensitivity analysis Hotels & Resorts and TUI Musement
WACC
+ 100
BPS
€ million
WACC
– 100
BPS
€ million
Sustainable
growth rate
2
+ 50
BPS
€ million
Sustainable
growth rate
2
– 50
BPS
€ million
Cash inflow
+ 10 %
€ million
Cash inflow
– 10 %
€ million
Riu
1
– 402.1 526.6 214.4 – 187.7 310.7 – 310.7
TUI Musement – 90.7 114.3 46.1 – 41.2 80.5 – 80.5
Other – 78.5 to – 103.0 102.1 to 131.4 40.7 to 52.4 – 35.7 to – 46.4 71.2 to 95.6 – 71.2 to – 95.6
1
Those are groups of CGUs.
2
Sustainable growth rate of expected net cash inflows.
193
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
The fair values determined in the sensitivity analysis would have led to an impairment requirement of
€ 36.0 m in the Hotels & Resorts segment (
CGU Robinson) if the WACC had increased by 100 basis points.
The reduction in the Cash inflow by 10 % would result in an impairment requirement of € 28.8 m in the
Hotels & Resorts segment (CGU Robinson). With the exception of the impairments presented in the Hotels &
Resorts segment, the sensitivity analysis did not reveal any further indications of an additional need for
impairment losses.
Due to existing uncertainties regarding the general increase in prices and interest rated, which could lead to
a decline in demand for travel services, in connection with possible significantly higher costs for fuel and
other input factors in the short term, as well as the
SBTi risks, which have been described above, and the
associated effects on the tourism business, an extended analysis of sensitivities was carried out for cash-
generating units with goodwill. For information on these uncertainties, please refer to the section ‘Key
judgements, assumptions and estimates’. The sensitivity of the effects of the Science Based Target initiative
(
SBTi) is based on the assumption of additional negative effects on earnings or lower costs as expected from
the planned measures necessary to reach the climate targets. Existing uncertainties for financial year 2023
as a result of the general increase in prices and the associated fall in demand, the
USD development and in
relation to fuel costs are reflected in the sensitivity of demand and price risks. In addition a corresponding
positive development in 2023 has been considered. The sensitivities relating to fuel costs are based on the
assumptions of cost increases or cost reductions for aircraft and cruise ships, considered equally for all plan
periods. The shown sensitivities and their impact on the fair value result exclusively from the adjustment of
the individual parameters. Possible compensatory measures such as using derivative financial instruments
to limit price risks or cost saving measures were not taken into account in the determination.
Only the increase in fuel prices by 10 % would have led to an impairment of € 9.5 m in the segment Region
West. The following table provides the effects of the sensitivities on the fair value in the financial year 2022.
Sensitivities presenting potential changes of the recoverable amount
Sensitivity analysis Markets & Airlines
Negative impact on
earnings Science Based
Target initiative (
SBTi)
+ 10 %
Positive impact on
earnings Science Based
Target initiative (
SBTi)
– 10 %
Demand and
price risks 2023
Demand and
price chances 2023
Fuel cost
+ 10 %
Fuel cost
– 10 %
Northern Region – 140.0 142.0 – 123.8 123.8 – 715.9 715.9
Central Region – 36.0 37.0 – 96.9 96.9 – 142.1 142.1
Western Region – 83.0 84.0 – 52.2 52.2 – 324.7 324.7
Sensitivity analysis Cruises
Negative impact on
earnings Science Based
Target initiative (
SBTi)
+ 10 %
Positive impact on
earnings Science Based
Target initiative (
SBTi)
– 10 %
Demand and
price risks 2023
Demand and
price chances 2023
Fuel cost
+ 10 %
Fuel cost
– 10 %
Marella Cruises
*
– 27.6 9.7 – 11.4 11.4 – 79.2 79.2
Sensitivity analysis Hotels & Resorts and TUI Musement
Negative impact on
earnings Science Based
Target initiative (
SBTi)
+ 10 %
Positive impact on
earnings Science Based
Target initiative (
SBTi)
– 10 %
Demand and
price risks 2023
Demand and
price chances 2023
Fuel cost
+ 10 %
Fuel cost
– 10 %
Riu
*
– 7.5 7.5 – 12.3 12.3 n. a. n. a.
TUI Musement n. a. n. a. – 9.8 9.8 n. a. n. a.
Other – 2.1 to – 2.7 2.1 to 2.7 – 3.6 to – 8.9 3.6 to 8.9 n. a. n. a.
* Those are groups of CGUs.
194
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(13) Other intangible assets
The development of the line items of Other intangible assets in financial year 2022 is shown in the following
table.
Other intangible assets
Brands,
licenses and
other rights
Computer software
Transport
and leasing
contracts
Customer
base
Intangible assets in
the course of construction
and Payments on account
To t a l
€ million
internally
generated
acquired
Historical cost
Balance as at 1 Oct 2020 328.7 517.2 269.8 59.1 78.8 84.1 1,337.7
Exchange differences 9.1 22.8 – 2.1 3.3 0.9 4.0 38.0
Additions – 10.3 8.5 – – 89.3 108.1
Disposals – 5.4 – 79.1 – 46.2 – – 0.1 – 3.6 – 134.4
Reclassification as assets held for sale – – – 1.1 – – – – 1.1
Transfer – 2.7 37.6 20.4 – – – 55.3 –
Balance as at 30 Sep 2021 329.7 508.8 249.3 62.4 79.6 118.5 1,348.3
Exchange differences 4.7 – 11.1 2.6 – 1.4 0.7 – 3.6 – 8.1
Additions 0.1 10.0 12.5 – – 112.6 135.2
Disposals – 0.2 – 74.2 – 17.5 – – 0.3 – 0.7 – 92.9
Transfer – 0.3 26.6 12.7 – – – 40.4 – 1.4
Balance as at 30 Sep 2022 334.0 460.1 259.6 61.0 80.0 186.4 1,381.1
Table continues on next page
195
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Other intangible assets
Brands,
licenses and
other rights
Computer software
Transport
and leasing
contracts
Customer
base
Intangible assets in
the course of construction
and Payments on account
To t a l
€ million
internally
generated
acquired
Amortisation and impairment
Balance as at 1 Oct 2020 – 188.9 – 313.3 – 191.8 – 44.8 – 44.5 – 0.9 – 784.2
Exchange differences – 6.3 – 14.0 2.7 – 2.5 – 0.7 – 0.1 – 20.9
Amortisation for the current year – 15.9 – 81.9 – 35.1 – 2.4 – 9.2 – – 144.5
Impairments – 1.0 – 9.4 – 4.8 – – – 17.2 – 32.4
Disposals 5.4 79.2 45.8 – 0.1 0.9 131.4
Reclassification as assets held for sale – – 1.0 – – – 1.0
Transfer 3.7 – 3.3 – 0.5 – – – – 0.1
Balance as at 30 Sep 2021 – 203.0 – 342.7 – 182.7 – 49.7 – 54.3 – 17.3 – 849.7
Exchange differences 1.9 9.3 – 2.6 1.2 0.1 0.1 10.0
Amortisation for the current year – 15.9 – 64.5 – 30.3 – 2.5 – 5.4 – – 118.6
Impairments – – – 7.3 – – – 0.6 – 7.9
Reversal of impairments – – – – – 0.1 0.1
Disposals 0.2 74.1 17.4 – 0.3 0.6 92.6
Transfer 0.2 – 1.8 – 1.1 – – 2.7 –
Balance as at 30 Sep 2022 – 216.6 – 325.6 – 206.6 – 51.0 – 59.3 – 14.4 – 873.5
Carrying amounts as at 30 Sep 2021 126.7 166.1 66.6 12.7 25.3 101.2 498.6
Carrying amounts as at 30 Sep 2022 117.4 134.5 53.0 10.0 20.7 172.0 507.6
Internally generated computer software consists of computer programs for tourism applications exclusively
used internally by the Group.
Transport contracts relate to landing rights at airports in the
UK purchased and measured during the acqui-
sition of First Choice Holidays Plc in 2007.
The intangible assets in the course of construction amounted to € 172.0 m as at 30September2022 (previous
year € 101.3 m).
The impairments recognised for the financial year under review totalled € 7.9 m (previous year € 32.4 m).
Impairment charges of € 6.7 m relate primarily to purchased computer software and are due to restructuring
in ‘All other segments’. In the previous year, the
COVID-19 pandemic gave impetus on accelerate the digital
transformation of
TUI. Accordingly, local software systems which will be replaced by group wide software
were impaired in the previous year. This included € 9.4 m impairment of internally generated software and
€ 4.8 m of acquired computer software. In addition, software projects presented as intangible assets in the
course of construction have been impaired by € 17.1 m in the previous year.
Due to changes in our strategy and delays in the digital transformation, a realignment for Markets & Airlines
was applied in the current financial year. With the focus on strategic key elements, the timeframe for imple-
menting the digitization has been adjusted, prompting a review of the useful lives of a number of software
solutions. Due to the revision the useful life of the affected software systems were extended which reduced
the amortization by € 8.6 m in the financial year under review. For the financial year 2023 we expect a
decrease of amortization by € 0.1 m compared with the amount that would have been charged before the
change in useful life. The extension of the useful life beyond the previous end of useful life will lead to an
increase in amortisation by € 1.8 m for financial year 2024 and by € 6.9 m for financial year 2025.
Continued from previous page
196
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
In the previous year, the useful life of individual software systems had been revised based on the acceleration
of the digital transformation. Due to this revision, the useful life of the affected software systems was short-
ened, which increased the amortisation by € 8.1 m in the previous year.
(14) Property, plant and equipment
The table below presents the development of the individual items of property, plant and equipment in financial
year 2022.
Property, plant and equipment
€ million
Hotels incl. land
Other buildings
and land
Aircraft Cruise ships Other plant, operating and
office equipment
Assets under
construction
Payments on
account
To t a l
Balance as at 1 Oct 2020 2,280.4 250.7 392.3 647.2 1,305.2 220.4 372.0 5,468.2
Exchange differences 21.5 14.3 2.2 36.9 8.0 2.3 3.3 88.5
Additions 55.1 0.2 26.4 – 61.2 63.8 27.4 234.1
Disposals – 18.4 – 30.2 – 180.7 – 16.5 – 101.4 – 4.6 – 115.8 – 467.6
Transfer to assets held for sale – 123.7 – 51.5 0.2 – – 123.3 0.2 – – 298.1
Transfer 135.5 – 44.9 24.5 22.8 – 147.5 – 27.7 52.5
Balance as at 30 Sep 2021 2,350.4 183.5 285.3 692.1 1,172.5 134.6 259.2 5,077.6
Exchange differences 118.5 26.2 39.3 – 15.9 37.9 25.2 20.8 252.0
Additions 34.7 0.2 150.7 – 32.9 184.2 57.1 459.8
Disposals – 8.0 – 4.5 – 51.9 – 16.5 – 23.4 – 0.3 – 157.9 – 262.5
Transfer to assets held for sale – – 4.9 – – – 0.6 – – – 5.5
Transfer 98.9 – 98.7 35.2 46.6 – 173.0 – 66.5 39.9
Balance as at 30 Sep 2022 2,594.5 200.5 522.1 694.9 1,265.9 170.7 112.7 5,561.3
Depreciation and impairment
Balance as at 1 Oct 2020 – 666.6 – 65.6 – 152.9 – 208.9 – 911.3 0.2 – 0.6 – 2,005.7
Table continues on next page
197
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Property, plant and equipment
€ million
Hotels incl. land
Other buildings
and land
Aircraft Cruise ships Other plant, operating and
office equipment
Assets under
construction
Payments on
account
To t a l
Exchange differences – 6.0 – 0.7 – 3.5 – 11.8 – 4.3 – 0.1 – 26.2
Depreciation for the current year – 57.2 – 3.0 – 22.3 – 53.0 – 96.9 – – 0.4 – 232.8
Impairments – 37.9 – 1.4 – 7.2 – – 4.2 – – – 50.7
Reversal of impairment losses 7.5 0.1 1.5 – – – – 9.1
Disposals 18.4 3.0 50.3 16.5 98.1 – – 186.3
Transfer to assets held for sale 68.7 49.6 – – 97.9 – 0.2 – 216.0
Transfer – 1.5 – – 24.1 11.4 – 0.1 – – – 14.3
Balance as at 30 Sep 2021 – 674.6 – 18.0 – 158.2 – 245.8 – 820.8 – – 0.9 – 1,918.3
Exchange differences – 34.1 0.9 – 8.9 7.3 – 22.2 – – 0.1 – 57.1
Depreciation for the current year – 59.1 – 1.4 – 27.9 – 59.7 – 82.5 – – – 230.6
Impairments – 53.0 – – – – 4.2 – – – 57.2
Reversal of impairment losses 19.4 – – 15.2 – – – 34.6
Disposals 7.7 1.9 38.0 16.5 23.1 – – 87.2
Transfer to assets held for sale – 2.2 – – 0.5 – – 2.7
Transfer 0.1 – – 22.8 – 1.0 – – – 21.7
Balance as at 30 Sep 2022 – 793.6 – 14.4 – 179.8 – 266.5 – 905.1 – – 1.0 – 2,160.4
Carrying amounts as at 30 Sep 2021 1,675.8 165.5 127.1 446.3 351.7 134.6 258.3 3,159.3
Carrying amounts as at 30 Sep 2022 1,800.9 186.1 342.3 428.4 360.8 170.7 111.7 3,400.9
In the financial year under review, the construction of a new hotel in Mexico, the refurbishment and expan-
sion of a hotel in Zanzibar and the renovation of hotels in Mexico and Cape Verde led to additions to the
Riu Group totalling € 165.4 m. These investments include an amount of € 112.9 m for assets under construction,
€ 24.9 m for hotels including land and € 16.8 m for payments in advance.
Furthermore, additions of € 120.6 m are due to the purchase of five new aircraft. In the financial year under
review, sale and leaseback agreements were concluded for four of these aircraft, for which the requirements
for a sale under
IFRS15 were not met. These aircraft are still recognised under property, plant and equip-
ment. Further additions to aircraft assets include € 16.8 m for spare parts and € 13.2 m for engines.
Further additions to assets under construction include € 35.2 m for investments in cruise ships and € 17.3 m
for investments in aircraft.
In the financial year under review, advance payments of € 29.7 m (previous year € 15.0 m) were made for the
future delivery of aircraft. Additional payments in advance of € 10.1 m (previous year € 10.6 m) related to
cruise ships.
The main disposals in the financial year under review include € 157.9 m for the disposal of advance payments
for the delivery of aircraft and € 13.5 m for the sale of aircraft engines and spare parts. The disposal of
pre-delivery payments led to additions of property, plant and equipment. Besides that, the disposal of
aircraft led to additions of right-of-use assets, which were due to sale and leaseback transactions. In this
context, please refer to the section ‘Right-of-use assets and leases’.
The review of the carrying amounts of property, plant and equipment resulted in impairment losses of
€ 57.2 m in the financial year under review (previous year € 50.7 m). Impairments of € 53.0 m (previous year
€ 37.9 m) related to hotels including land in the Hotels & Resorts segment. This notably included € 36.2 m
relating to the demolition of a hotel in Mauritius. Further impairments in the Hotels & Resorts segment
related to groups of cash-generating units of Robinson, TUI Blue and Magic life.
The review of the carrying amounts also led to the reversal of impairment losses of € 34.6 m (previous year
€ 9.1 m). Reversal of impairments of € 19.4 m were attributable to hotels of Robinson and
TUI Blue in the
Hotels & Resorts segment. In addition, reversal of impairments of € 15.2 m were made for two Marella cruise
ships in the Cruises segment.
Continued from previous page
198
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
In the previous year, the reclassification of property, plant and equipment to the balance sheet item ‘Assets
held for sale’ mainly related to the sale of Nordotel to the Grupotel joint venture. In this context, we refer to
the section ‘Divestments’. Further reclassifications related to the disposal of hotel assets in the Hotels &
Resorts segment.
The transfer to property, plant and equipment by reclassifications relate amongst other to carrying amounts
of previously leased assets carried as right-of-use assets for which purchase options were exercised.
In financial year 2022, no borrowing costs (previous year € 0.6 m) were capitalised as part of acquisition
costs. In the previous year, the capitalisation rate of capitalised borrowing costs was 3.0 % p. a. For informa-
tion on the calculation of the capitalisation rate, please refer to ‘Property, plant and equipment’ in the section
‘Accounting and measurement methods’.
The carrying amount of property, plant and equipment subject to ownership restrictions or pledged as
security totals € 611.3 m as at the balance sheet date (previous year € 490.7 m). The increase is mainly attrib-
utable to collaterals of financial liabilities for aircraft and buildings.
199
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(15) Right-of-use assets and leases
As a lessee, TUI recognises right-of-use assets and lease liabilities according to IFRS16. For more detailed
information on the use of practical expedients, please refer to the accounting and measurement methods in
the section ‘Leases’.
TUI AS A LESSEE
As a lessee, TUI leases moveable assets such as aircraft, vehicles and cruise ships, as well as property such
as hotel buildings, land, office buildings and travel agencies. The terms and conditions of the lease agree-
ments are individually negotiated. Some of
TUI’s aircraft leases comprise purchase or extension options.
Many of
TUI’s property leases, in particular for travel agencies and office buildings, contain extension options
and price adjustment clauses. No residual value guarantees were provided for the leased items.
The development of the right-of-use assets in financial year 2022 is presented in the table below:
Right-of-use assets
€ million
Aircraft and
engines
Hotels
Travel agencies Buildings Cruise ships Other To t a l
Historical cost
Balance as at 1 Oct 2020 2,998.9 612.0 229.2 184.1 211.7 66.1 4,302.0
Exchanges differences 39.9 5.1 4.6 1.7 12.0 0.2 63.5
Additions 343.0 20.6 10.8 27.6 0.3 21.5 423.8
Revaluations and modifications 44.2 – 71.0 3.3 – 23.6 8.7 0.5 – 37.9
Disposals – 72.6 – 33.6 – 14.8 – 7.1 – 0.1 – 2.9 – 131.1
Reclassifications as assets held for sale – – 24.7 – – 0.4 – – 0.6 – 25.7
Transfer – 30.0 – 10.9 – 2.0 0.3 – 0.2 – 38.8
Balance as at 30 Sep 2021 3,323.4 497.5 233.1 184.3 232.9 84.6 4,555.8
Exchanges differences 454.2 – 2.4 – 0.3 3.0 – 5.0 – 0.1 449.4
Additions 142.0 – 6.3 4.8 0.5 2.6 156.2
Revaluations and modifications 57.1 – 12.9 15.2 – 5.7 – 1.5 – 0.8 51.4
Disposals – 63.2 – 15.0 – 10.5 – 4.2 – 0.5 – 4.0 – 97.4
Transfer – 33.4 – 0.3 0.9 – 0.3 – 0.1 – 32.6
Balance as at 30 Sep 2022 3,880.1 467.2 244.1 183.1 226.1 82.2 5,082.8
Table continues on next page
200
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Right-of-use assets
€ million
Aircraft and
engines
Hotels
Travel agencies Buildings Cruise ships Other To t a l
Depreciation and impairment
Balance as at 1 Oct 2020 – 737.0 – 155.5 – 78.4 – 23.5 – 49.5 – 30.2 – 1,074.1
Exchange differences – 16.3 – 0.6 – 1.9 – 0.2 – 2.9 – 0.1 – 22.0
Depreciation for the current year – 355.3 – 67.7 – 42.0 – 23.7 – 16.5 – 11.4 – 516.6
Impairments – 2.1 – 22.4 – 13.1 – 27.9 – 6.9 – – 72.4
Reversal of impairments losses – 21.2 4.5 – – 2.3 28.0
Disposals 36.0 30.5 14.7 6.7 0.1 2.8 90.8
Reclassifications as assets held for sale – 11.6 – 0.4 – 0.6 12.6
Transfer 19.2 1.7 – 0.1 – 2.3 – 11.7 0.3 7.1
Balance as at 30 Sep 2021 – 1,055.5 – 181.2 – 116.3 – 70.5 – 87.4 – 35.7 – 1,546.6
Exchange differences – 184.2 1.6 0.9 – 0.1 2.6 – – 179.2
Depreciation for the current year – 365.0 – 59.8 – 37.7 – 21.4 – 16.0 – 10.7 – 510.6
Impairments – – 4.4 – 3.4 – – 1.0 – – 8.8
Reversal of impairments losses 0.6 13.2 2.0 – – – 15.8
Disposals 63.2 15.1 10.5 3.5 0.5 4.0 96.8
Transfer 22.4 – – 0.1 – – 1.2 21.3
Balance as at 30 Sep 2022 – 1,518.5 – 215.5 – 144.0 – 88.4 – 101.3 – 43.6 – 2,111.3
Carrying amounts as at 30 Sep 2021 2,267.9 316.3 116.8 113.8 145.5 48.9 3,009.2
Carrying amounts as at 30 Sep 2022 2,361.6 251.7 100.1 94.7 124.8 38.6 2,971.5
Right-of-use assets declined by € 37.7 m year-on-year. Depreciation of € 510.6 m led to a decrease in right-
of-use assets. The reclassification to property, plant and equipment led to a further reduction in right-of-use
assets of € 11.3 m. In this context, we refer to the section ‘Property, plant and equipment’.
An opposite effect was caused by additions of € 156.2 m, including an amount of € 142.0 m for the delivery
of six aircraft (previous year € 343.0 m for the delivery of aircraft and engines) acquired in the framework of
sale and leaseback transactions. In addition, foreign exchange translation resulted in an increase of right-of-
use assets of € 270.2 m. Changes and remeasurements of existing leases increase right-of-use assets by a
further € 51.4 m. The increase is primarily driven by a large number of lease extensions for leased aircraft
(€ 57.1 m) and leased travel agencies (€ 15.2 m). This was partly offset by contract remeasurements relating
to hotel contracts (€ – 12.9 m).
The reclassification of right-of-use assets to the balance sheet item ‘Assets held for sale’ in the previous year
related to the sale of Nordotel to the Grupotel joint venture. In this context, we refer to section ‘Divest-
ments’.
Information on the associated lease liabilities is provided in Note 32, ‘Financial liabilities and lease liabilities’.
Details regarding the maturities of the lease payments not yet made at the balance sheet date are shown in
the section ‘Liquidity risk’ in Note 41 ‘Financial instruments’.
Continued from previous page
201
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
The table below presents the expenses and income carried in the consolidated income statement of financial
position in financial year 2022 in connection with leases in which
TUI is the lessee:
Expenses and income from leases with TUI as the lessee
€ million 2022 2021
Expenses from short-term leases – 131.1 – 17.0
Expenses from low-value leases – 3.0 – 4.3
Variable lease income and expenses 0.5 22.6
Depreciation of right-of-use assets – 510.6 – 516.6
Impairment of right-of-use assets – 8.8 – 72.4
Reversal of impairments 15.8 28.0
Interest expenses from lease liabilities – 159.3 – 153.3
Gains or losses arising from sale and leaseback transactions 2.4 7.8
The expenses from short-term leases in the financial year under review relate in particular to the temporary
rental of aircraft. The impairment losses of the previous year related primarily to the leased office buildings
(€ 27.9 m) and to leased hotels (€ 22.4 m).
Gains from sale and leaseback transactions of € 2.4 m are mainly attributable to aircraft financing. In the
financial year under review, six newly delivered Boeing B737Max aircraft were refinanced by means of sale
and leaseback contracts. As at 30September2022, lease liabilities resulting from these transactions totalled
€ 165.6 m (previous year € 334.6 m). Gains obtained in the previous year of € 7.2 m related to sale and lease-
back transactions for nine newly delivered Boeing B737Max aircraft and two acquired engines. Moreover,
sale and leaseback transactions were used for follow-up financing for another aircraft as well as the sale and
leaseback of one aircraft and eight engines. In addition, the sale and leaseback of a plot of land with buildings
resulted in a gain from sale and leaseback transactions of € 0.6 m. As at 30September2021, lease liabilities
resulting from that transaction totalled € 24.8 m.
The cash outflows for leases totalled € 867.4 m (previous year € 751.4 m) in financial year 2022. The increase
is mainly due to short-term leases of aircraft.
At the balance sheet date, unrecognised financial commitments for short-term leases amounted to € 4.3 m
(previous year € 3.7 m). In addition, potential future lease payments from extension and termination options
of € 270.3 m (previous year € 259.5 m) were not included in the measurement of the right-of-use assets and
lease liabilities as it was not reasonably certain that the lease contracts were going to be extended or to be
terminated.
TUI AS LESSOR
As a lessor, TUI leases or subleases aircraft and, less significantly, space in office buildings and travel agencies.
In
financial year 2022, proceeds from operating leases worth € 7.8 m (previous year € 2.0 m) were carried in
revenue. In addition, income from finance leases of € 0.7 m (previous year € 1.0 m) was carried in the interest
result.
The following table shows the reconciliation from the undiscounted lease payments to the net investment
for the two subleases classified as finance leases:
Net investments – finance leases
€ million 30 Sep 2022 30 Sep 2021
Undiscounted lease payments (lease components) 10.5 12.7
Unguaranteed residual values – –
Gross investment 10.5 12.7
Unearned finance income 0.7 1.3
Impairment 0.2 0.3
Net investment 9.6 11.1
The table below comprises a maturity analysis of the undiscounted annual payments from leases in which
TUI is the lessor:
Expected minimum lease payments
30 Sep 2022
Remaining term
€ million
up to 1
year
1– 2 years 2– 3 years 3– 4 years 4– 5 years more than
5 years
To t a l
Operating lease contracts 15.6 0.6 – – – – 16.2
Finance lease contracts 4.6 3.9 2.0 – – – 10.5
30 Sep 2021
Remaining term
€ million
up to 1
year
1– 2 years 2– 3 years 3– 4 years 4– 5 years more than
5 years
Total
Operating lease contracts 7.5 5.2 0.2 0.2 0.1 0.1 13.3
Finance lease contracts 4.1 4.1 3.4 1.1 – – 12.7
202
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(16) Investments in joint ventures and associates
The table below presents all joint arrangements and associates of relevance to TUI Group. All joint arrange-
ments and associates are listed as
TUI Group shareholdings in Note 52. All joint arrangements are joint
ventures. There are no joint operations within the meaning of
IFRS11.
Significant associate and joint ventures
Capital share in % Voting rights share in %
Name and headquarter of company Nature of business
30 Sep
2022
30 Sep
2021
30 Sep
2022
30 Sep
2021
Associate
Sunwing Travel Group Inc.,
Toronto, Canada
Tour operator &
Hotel operator
49.0 49.0 25.0 25.0
Joint venture
Grupotel dos S. A.,
Can Picafort, Spain
Hotel operator 50.0 50.0 50.0 50.0
TUI Cruises GmbH,
Hamburg, Germany
Cruise ship operator 50.0 50.0 50.0 50.0
All companies presented above are measured at equity.
The financial year of Sunwing Travel Group Inc., Toronto / Canada (Sunwing), corresponds to
TUI Group’s
financial year. The financial years of the joint ventures listed above deviate from
TUI Group’s financial year,
ending on 31 December of any one year. In order to update the at equity measurement as at
TUI Group’s
balance sheet date, interim financial statements for the period ending 30September are prepared for these
companies.
SIGNIFICANT ASSOCIATES
In 2009, TUI Group entered into a partnership with Sunwing. Sunwing is a vertically integrated travel com-
pany comprising tour operation, an airline and retail shops. Since the transfer of the hotel operation and
development company Blue Diamond Hotels & Resorts Inc., St Michael / Barbados, to Sunwing in Septem-
ber2016, Sunwing has also included the hotel operation business with a chain of luxury beach resorts and
hotels in the Caribbean and Mexico. Sunwing’s hotel operation business is carried in the Hotels & Resorts
segment, while the tour operation business is carried in the Northern Region segment. The company has
different classes of shares.
TUI Group holds 25 % of the voting shares.
Togebi Holdings Limited (
TUI Russia), which was reported in the previous year, was sold at the end of
March2021. Accordingly, this company is no longer reported. Where figures were still reported in financial
year 2021, they are presented as previous year figures in the following tables.
SIGNIFICANT JOINT VENTURES
Grupotel dos S. A., founded in 1998, owns and operates hotels in the Balearic and the Canary Islands.
The
TUI Group’s shares in Riu Hotels S. A., reported in the previous year, were sold at the end of July2021.
As explained above for Togebi Holdings Ltd., only previous-year figures are reported for Riu Hotels S. A. as
well.
TUI Cruises GmbH is a joint venture with the US shipping line Royal Caribbean Cruises Ltd. established in
2008. The Hamburg-based company offers German-speaking cruises for the premium market.
TUI Cruises
GmbH currently operates twelve cruise ships.
FINANCIAL INFORMATION ON ASSOCIATES AND JOINT VENTURES
The tables below present summarised financial information for the significant associates and joint ventures
of
TUI Group. The amounts shown reflect the full amounts presented in the consolidated financial state-
ments of the relevant associates and joint ventures (100 %); they do not represent
TUI Group’s share of
those amounts.
Summarised financial information of material associates
Sunwing Travel
Group Inc., Toronto, Canada
Togebi Holdings Limited,
Nicosia, Cyprus
€ million
30 Sep
2022 /
2022
30 Sep
2021 /
2021
30 Sep
2022 /
2022
30 Sep
2021 /
2021
*
Non-current assets 2,115.8 1,559.4 n. a. n. a.
Current assets 862.8 623.4 n. a. n. a.
Non-current provisions and liabilities 1,500.1 1,015.3 n. a. n. a.
Current provisions and liabilities 1,278.4 1,019.5 n. a. n. a.
Revenue 1,907.3 506.7 n. a. 167.9
Profit / loss 7.0 – 144.9 n. a. 6.1
Other comprehensive income / loss 45.0 – 1.0 n. a. 2.1
Total comprehensive income / loss 52.0 – 145.9 n. a. 8.2
* Financial year 2021 only takes into account the values for the period until the disposal of the company.
203
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Summarised financial information of material joint ventures
Grupotel dos S. A.,
Can Picafort, Spain
Riu Hotels S. A.,
Palma de Mallorca, Spain
TUI Cruises GmbH,
Hamburg, Germany
€ million
30 Sep
2022 / 2022
30 Sep
2021 / 2021
30 Sep
2022 / 2022
30 Sep
2021 / 2021
*
30 Sep
2022 / 2022
30 Sep
2021 / 2021
Non-current assets 260.6 229.8 n. a. n. a. 4,153.0 4,312.8
Current assets 37.8 24.8 n. a. n. a. 591.4 615.6
thereof cash and cash
equivalents
16.9 12.9 n. a. n. a. 255.9 440.8
Non-current provisions
and liabilities
146.3 131.6 n. a. n. a. 3,195.7 3,585.9
thereof financial liabilities 134.1 124.7 n. a. n. a. 3,165.3 3,546.7
Current provisions and liabilities 36.9 26.8 n. a. n. a. 863.5 777.4
thereof financial liabilities 14.7 18.6 n. a. n. a. 282.9 599.2
Revenue 131.0 30.0 n. a. 97.4 1,238.2 319.2
Depreciation / amortisation of
intangible assets and property,
plant and equipment
12.0 6.4 n. a. 16.1 129.9 177.3
Interest income 0.2 0.1 n. a. – 17.2 0.9
Interest expenses 2.4 1.9 n. a. 0.4 135.8 106.4
Income taxes 5.1 3.7 n. a. – 5.7 – 8.6 –
Profit / loss 18.8 2.1 n. a. – 32.5 82.8 – 293.5
Other comprehensive
income / loss
0.2 – 13.9 n. a. 102.1 37.3 – 43.6
Total comprehensive
income / loss 19.0
– 11.8 n. a. 69.6 120.1 – 337.1
* Financial year 2021 only takes into account the values for the period until the disposal of the company.
In financial year 2022, TUI Group received dividends of € 0.9 m (previous year € 3.8 m) from its joint ventures
and dividends of € 0.2 m (previous year € 2.7 m) from its associates.
In addition to
TUI Group’s significant associates and joint ventures, TUIAG has interests in other associates
and joint ventures accounted for under the equity-method, which individually are not considered to be of
material significance. The tables below provide information on
TUI Group’s share of the earnings figures
shown for the major associates and joint ventures as well as the aggregated amount of the share of profit /
loss, other comprehensive income and total comprehensive income for the immaterial associates and joint
ventures.
Share of financial information of material and other associates
Sunwing Travel Group Inc.,
Toronto, Canada
Other immaterial
associates
Associates total
€ million 2022 2021 2022 2021 2022 2021
TUI’s share of
Profit / loss 3.4 – 71.0 4.2 – 1.0 7.6 – 72.0
Other comprehensive
income / loss
27.8 2.2 – 3.3 – 2.1 24.5 0.1
Total comprehensive
income / loss 31.2
– 68.8 0.9 – 3.1 32.1 – 71.9
Share of financial information of material and other joint ventures
Grupotel dos S. A.,
Can Picafort, Spain
Riu Hotels S. A.,
Palma de Mallorca,
Spain
TUI Cruises GmbH,
Hamburg, Germany
Other immaterial
joint ventures
Joint ventures total
€ million 2022 2021 2022 2021
*
2022 2021 2022 2021 2022 2021
TUI’s share
of
Profit / loss 9.4 1.1 n. a. – 15.9 41.4 – 146.7 42.3 2.9 93.1 – 158.6
Other com-
prehensive
income / loss
0.1 – 6.9 n. a. 49.3 18.6 – 21.8 – 2.0 – 8.3 16.7 12.3
Tot al
comprehen-
sive
income / loss 9.5
– 5.8 n. a. 33.4 60.0 – 168.5 40.3 – 5.4 109.8 – 146.3
* Financial year 2021 only takes into account the values for the period until the disposal of the company.
204
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Net assets of the material associates
€ million
Sunwing Travel
Group Inc., Toronto,
Canada
Togebi Holdings
Limited, Nicosia,
Cyprus
*
Net assets as at 1 Oct 2020 293.9 – 138.0
Foreign exchange effects – 1.0 2.1
Profit / loss – 144.9 6.1
Consolidation effects – 129.8
Net assets as at 30 Sep 2021 148.0 –
Other comprehensive income – –
Foreign exchange effects 45.0 –
Profit / loss 7.0 –
Net assets as at 30 Sep 2022 200.0 –
* Financial year 2021 only takes into account the values for the period until the disposal of the company.
Reconciliation to the carrying amount of the associates in the Group balance sheet
€ million
Sunwing
Travel Group
Inc., Toronto,
Canada
Other
immaterial
associates
Associates
total
Share of TUI in % as at 30 Sep 2021 49.0 n. a. n. a.
TUI's share of the net assets as at 30 Sep 2021 72.5 29.2 101.7
Goodwill as at 30 Sep 2021 51.2 5.0 56.2
Impairment of net assets – – 0.2 – 0.2
Carrying amount as at 30 Sep 2021 123.7 34.0 157.7
Share of TUI in % as at 30 Sep 2022 49.0 n. a. n. a.
TUI's share of the net assets as at 30 Sep 2022 98.0 29.6 127.6
Goodwill as at 30 Sep 2022 56.9 5.0 61.9
Carrying amount as at 30 Sep 2022 154.9 34.6 189.5
205
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Net assets of the material joint ventures
€ million
Grupotel dos S. A.,
Can Picafort, Spain
Riu Hotels S. A.,
Palma de Mallorca,
Spain
*
TUI Cruises GmbH,
Hamburg, Germany
Net assets as at 1 Oct 2020 108.0 714.2 783.2
Profit / loss 2.1 – 32.5 – 293.5
Other comprehensive income – 13.9 82.6 – 43.6
Capital increase – – 119.0
Foreign exchange effects – 19.5 –
Consolidation effects – – 783.8 –
Net assets as at 30 Sep 2021 96.2 – 565.1
Profit / loss 18.8 – 82.8
Other comprehensive income 0.2 – 37.3
Net assets as at 30 Sep 2022 115.2 – 685.2
* Financial year 2021 only takes into account the values for the period until the disposal of the company.
Reconciliation to the carrying amount of the joint ventures in the consolidated balance sheet
€ million
Grupotel dos
S. A., Can
Picafort, Spain
TUI Cruises
GmbH,
Hamburg,
Germany
Other
immaterial
joint ventures
Joint ventures
total
Share of TUI in % as at 30 Sep 2021 50.0 50.0 n. a. n. a.
TUI's share of the net assets as at 30 Sep 2021 48.1 282.6 159.2 489.9
Goodwill as at 30 Sep 2021 – – 18.3 18.3
Unrecognised share of losses – – 8.2 8.2
Impairment of net assets – – – 33.6 – 33.6
Carrying amount as at 30 Sep 2021 48.1 282.6 152.1 482.8
Share of TUI in % as at 30 Sep 2022 50.0 50.0 n. a. n. a.
TUI's share of the net assets as at 30 Sep 2022 57.6 342.6 207.3 607.5
Goodwill as at 30 Sep 2022 – – 15.5 15.5
Unrecognised share of losses – – 8.4 8.4
Impairment of carrying amounts – – – 35.5 – 35.5
Carrying amount as at 30 Sep 2022 57.6 342.6 195.7 595.9
IMPAIRMENT OF THE CARRYING AMOUNTS OF ASSOCIATES AND JOINT VENTURES
Due to the increase in the interest rates, the effects of Russia’s war of aggression against Ukraine and general
price inflation a risk assessment was performed if indicators for impairments exist. If this was the case the
carrying amounts of the respective associates and joint ventures concerned were subsequently tested for
impairment. In addition all carrying amounts of associates and joint ventures which have been impaired in
before were tested for reversals of impairment. All impairment tests used the business plan of the respec-
tive joint venture or associate. Based on these business plans, the recoverable amount was calculated by
discounting future net cash flows. In all cases the fair value less cost to sell was higher than the value in use.
Level 3 inputs of fair value hierarchy were used in the calculations.
206
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
The impairments included an amount of € 4.8 m related to the Vitya Holding Co. Ltd. joint venture in Thailand,
which operates the Robinson Club Khao Lak. An impairment loss of € 3.4 million recognised in 2020 for WOT
Hotels Adriatic Asset Company d. o. o. was partially reversed. The country-specific discount rates of 8.88 %
for Thailand and Croatia were applied. Other impairments related to joint ventures in Central Region. Apart
from that, the same parameters were applied as for the goodwill impairment test in the Hotel & Resorts
segment (see Note 12).
UNRECOGNISED LOSSES BY ASSOCIATES AND JOINT VENTURES
Unrecognised accumulated losses amounted to € 8.4 m (previous year € 8.2 m). The losses of € 4.6 m carried
in prior years for
TUI’s share in the earnings of Bartu Turizm Yatirimlari AS. were offset by a positive result
in the period under review. Additional unrecognised losses in the prior year relating to
WOT Hotels Vietnam
increased by € 3.4 m to € 6.9 m in the period under review. Further unrecognised losses of € 1.1 m related to
Ahungalla Resorts Limited and € 0.4 m to Abou Soma for Hotels S. A. E. The recognition of additional losses
would have resulted in the carrying amounts falling below nil.
RISKS ASSOCIATED WITH THE STAKES IN ASSOCIATES AND JOINT VENTURES
Contingent liabilities of € 6.5 m (previous year € 12.2 m) existed in respect of associates as at 30Septem-
ber2022. Contingent liabilities in respect of joint ventures totalled € 3.1 m (previous year € 28.1 m).
(17) Trade and other receivables
Trade and other receivables
30 Sep 2022 30 Sep 2021
€ million
Remaining
term more
than 1 year
To t a l
Remaining
term more
than 1 year
To t a l
Trade receivables – 399.2 – 259.9
Security deposits – 312.5 – 92.7
Advances and loans 43.4 66.7 182.0 202.0
Lease receivables 5.2 9.6 7.2 11.1
Other receivables and assets 83.0 355.4 119.4 214.7
Tot al 131.6 1,143.4 308.7 780.3
As at 30September2022, TUI has recognised deferred sales commissions to travel agencies and other
distribution channels worth € 63.3 m (previous year € 34.1 m) in respect of costs of obtaining a contract until
the associated revenue was earned. In the financial year under review, sales commissions worth € 622.5 m
(previous year € 208.0 m) were recognised in profit and loss.
Security deposits include securities for credit card acquirers as well as securities for touristic advance
payments received.
During the first quarter of financial year 2021,
TUI sold other receivables to a third party and thus derecog-
nised it as all criteria for derecognition were met. The sale resulted in a loss, which is presented as a financial
expense in the income statement.
(18) Touristic payments on account
Touristic payments on account mainly relate to customary advance payments in respect of future tourism
services, in particular advance payments made by tour operators for future hotel services.
In the financial year under review the reversals of impairments recognised through profit or loss for advance
payments made by tour operators for future hotel services totalled € 33.6 m (previous year expenses from
impairments € 8.4 m).
(19) Other non-financial assets
The other non-financial assets of € 305.1 m (previous year € 290.1 m) resulted mainly from the overfunded
pension plans worth € 163.4 m (previous year € 137.1 m) and assets from other taxes worth € 70.3 m (previous
year € 63.4 m).
207
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(20) Deferred tax assets
Individual items of deferred tax assets and liabilities recognised in the statement of financial position
30 Sep 2022 30 Sep 2021
€ million Asset Liability Asset Liability
Lease transactions 14.1 71.3 11.8 61.9
Recognition and measurement differences for property, plant
and equipment and other non-current assets
153.4 230.4 125.6 232.0
Recognition differences for receivables and other assets
21.9 55.5 15.7 35.9
Measurement of financial instruments 0.2 61.4 1.1 37.6
Measurement of pension provisions 78.6 43.3 175.7 38.8
Recognition and measurement differences for other provisions 50.4 5.3 72.1 6.5
Other transactions 95.5 40.5 87.0 55.8
Capitalised tax savings from recoverable losses carried forward 194.4 – 147.3 –
Netting of deferred tax assets and liabilities – 386.5 – 386.5 – 345.2 – 345.2
Balance sheet amount 222.0 121.2 291.1 123.3
Deferred tax assets include an amount of € 138.0 m (previous year € 169.2 m) expected to be realised after
more than twelve months. Deferred tax liabilities include an amount of € 119.5 m (previous year € 118.9 m)
expected to be realised after more than twelve months.
No deferred tax assets are recognised for deductible temporary differences of € 22.7 m (previous year
€ 179.7 m).
No deferred tax liabilities are carried for temporary differences of € 87.2 m (previous year € 75.2 m) between
the net assets of subsidiaries and the respective taxable carrying amounts of subsidiaries since these
temporary differences are not expected to be reversed in the near future.
Recognised losses carried forward and time limits for non-recognised losses carried forward
€ million 30 Sep 2022 30 Sep 2021
Recognised losses carried forward 1,091.0 771.4
Non-recognised losses carried forward 11,880.6 11,562.5
of which losses carried forward forfeitable within one year – 6.7
of which losses carried forward forfeitable within 2 to 5 years 8.7 70.2
of which losses carried forward forfeitable within more than 5 years
(excluding non-forfeitable loss carryforwards)
6.2 –
of which non-forfeitable losses carried forward 11,865.7 11,485.6
Total unused losses carried forward 12,971.6 12,333.9
Losses carried forward for German companies comprise the cumulative amount of trade tax and corporation
tax as well as interest carried forward in relation to the German interest barrier rule. Potential tax savings
totalling € 2,444.6 m (previous year € 2,341.2 m) were not recognised as the underlying losses carried forward
were not expected to be utilised in the planning horizon.
In financial year 2022, tax savings of € 0.0 m (previous year € 0.3 m) resulted from the use of tax losses
carried forward previously not assessed as recoverable for which, therefore, no deferred tax assets had been
carried as at 30September2021 for the potential tax savings resulting from these assets. Tax reductions
from loss carry-backs (previous year € 0.0 m) were not realised.
Development of deferred tax assets from losses carried forward
€ million 2022 2021
Capitalised tax savings at the beginning of the year 147.3 124.2
Use of losses carried forward – 23.7 – 2.0
Capitalisation of tax savings from tax losses carried forward 84.7 75.0
Impairment of capitalised tax savings from tax losses carried forward – 14.2 – 50.0
Exchange adjustments and other items 0.3 0.1
Capitalised tax savings at financial year-end 194.4 147.3
Capitalised deferred tax assets from temporary differences and losses carried forward that are assessed as
recoverable of € 321.3 m (previous year € 237.2 m) are covered by expected future taxable income even for
companies that generated losses in the reporting period or the prior year. This is based on the future
business development planned by TUI’s management. The key points of this planning are presented in the
section ‘Key judgements, assumptions and estimates’.
TUI uses a five-year planning horizon to derive the
recoverability of tax loss carryforwards and deductible differences.
208
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(21) Inventories
Inventories
€ million 30 Sep 2022 30 Sep 2021
Airline spares and operating equipment 13.3 10.9
Real estate for sale 0.2 0.2
Consumables used in hotels 20.9 15.5
Other inventories 21.7 16.2
Tot al 56.1 42.8
In financial year 2022, inventories of € 584.2 m (previous year € 248.5 m) were recognised as expense.
(22) Cash and cash equivalents
Cash and cash equivalents
€ million 30 Sep 2022 30 Sep 2021
Bank deposits 1,718.6 1,575.0
Cash in hand and cheques 18.3 8.9
Tot al 1,736.9 1,583.9
At 30September2022, cash and cash equivalents of € 526.1 m (previous year € 509.0 m) were subject to
disposition restrictions listed below:
On 30September2016,
TUIAG entered into a long-term agreement to close the gap between the obligations
and the fund assets of defined benefit pension plans in the
UK. At the balance sheet date an amount of
€ 66.1 m is deposited as security within a bank account.
TUI Group can only use that cash and cash equiva-
lents if it provides alternative collateral.
Furthermore, an amount of € 116.1 m (previous year € 116.3 m) was deposited with a Belgian subsidiary
without acknowledgement of debt by the Belgian tax authorities in financial year 2013 in respect of
long-standing litigation over
VAT refunds for the years 2001 to 2011. The purpose was to suspend the accru-
al of interest for both parties. In order to collateralise a potential repayment, the Belgian government was
granted a bank guarantee. Due to the bank guarantee,
TUI’s ability to dispose of the cash and cash equiva-
lents is restricted. The remaining € 343.9 m (previous year € 346.3 m) subject to restrictions relate to cash
and cash equivalents to be deposited due to statutory or regulatory requirements mainly in order to secure
customer deposit and payment service provider.
(23) Assets held for sale
Assets held for sale
€ million 30 Sep 2022 30 Sep 2021
Disposal group Nordotel – 96.5
Other assets 2.7 –
Tot al 2.7 96.5
On 26August2022, a contract was signed between TUI Airways Limited and A E Chapman & Son Limited to
sell the building at Jet Set House (Crawley). Correspondingly, the asset was classified as held for sale. The
disposal transaction was completed on 3October2022. The purchase price payment of £ 6.5 m was made on
3October2022.
No reclassifications to assets held for sale were effected in the course of the year under review.
In the previous year, assets from the sale of the Nordotel disposal group were carried as held for sale. The
disposal transaction was completed on 5October2021. The first purchase price payment of € 50.0 m was
made on 21September2021. Further deferred purchase price payments of € 10.2 m and € 20.4 m were origin-
ally due one or two years, respectively, after the closing of the transaction, taking account of final purchase
price adjustments. The final purchase price adjustment was already effected in September2022. In this
context, we refer to the note 36 ‘Liabilities related to assets held for sale’ and to the section ‘Divestments’.
Disposal group Nordotel
€ million 30 Sep 2021
Other intangible assets and property, plant and equipment 65.7
Right-of-use assets 13.2
Deferred tax assets 7.2
Touristic payments on account 6.0
Cash and cash equivalents 2.2
Other assets 2.2
Tot al 96.5
209
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(24) Subscribed capital
The fully paid subscribed capital of TUIAG consists of no-par value shares, each representing an identical
share in the capital stock. The proportionate share in the capital stock per no-par value share is € 1.00. As
the capital stock consists of registered shares, the owners are listed by name in the share register.
The subscribed capital of
TUIAG has been registered in the commercial registers of the district courts of
Berlin-Charlottenburg and Hanover. In October of the financial year under review, the Company’s capital
stock of € 1,099,393,634.00, consisting of 1,099,393,634 no-par value registered shares, was increased by the
issuance of 523,520,778 new no-par value registered shares with a proportionate share in the capital stock
of around € 1.00 per no-par value share. This increase in capital stock totalling € 523.5 m was carried out
using the authorizations granted by the Annual General Meeting on 25March2021 to issue new registered
shares against cash contributions by a maximum of € 109.9 m (Authorized Capital 2021 / I) and to issue new
shares against cash or non-cash contributions totalling € 413.6 m (Authorized Capital 2021 /
II) in full from the
authorized capital.
In May of the financial year under review, the Company’s capital stock of € 1,622,914,412.00, consisting of
1,622,914,412 no-par value registered shares, was again increased through the issuance of 162,291,441 new
no-par value registered shares with a proportionate share in the capital stock of around € 1.00. At the end
of the financial year under review, the subscribed capital therefore consisted of 1,785,205,853 shares, corres-
ponding to € 1,785,205,853.00.
This increase in capital stock in the amount of € 162.3 m was carried out by making partial use of the author-
ization granted by the Annual General Meeting on 8February2022 to create authorized capital for the issue
of new shares against cash or non-cash contributions in the total amount of € 671.0 m (Authorized Capital
2022 /
III).
In accordance with section 71 (1) no. 2 of the German Stock Corporation Act,
TUIAG acquired 398,901 own
shares to issue to employees in the framework of the employee share programme. The 398,901 shares were
purchased at the stock exchange at € 1.4306 per share and transferred free of charge to the employees
participating in the program on 30September2022. The shares represent a capital stock of € 398,901.00, i. e.
<0.025 % of the capital stock, and an acquisition volume of € 0.6 m. As at 30September2022,
TUI AG did not
hold any own shares.
CONDITIONAL CAPITAL
The Annual General Meeting on 9February2016 had created conditional capital of € 150.0 m for the issuance
of bonds. The authorisation to acquire bonds with conversion or option rights or obligations or profit partici-
pation rights (with or without a fixed term) was limited to a nominal amount of € 2.0 bn and expired on
8February2021. This authorisation was fully utilised with the issuance of a bond with warrants totalling
€ 150.0 m to the Economic Stabilisation Fund (
ESF) in October2020. As at the reporting date, the ESF had
not yet exercised its warrants.
The Extraordinary General Meeting on 5January2021 resolved to create conditional capital of € 420.0 m in
order to grant the
ESF the right to convert ESF’s asset contribution in the form of a silent participation of
€ 420.0 m (‘Silent Participation I’) at any time (in a single or several transactions) in full or in part into up to
420 m new no-par value registered shares with a proportionate share in the capital stock of € 1.00 per no-par
value share. The new shares will be issued at the minimum issuance amount of € 1.00. At the balance sheet
date, the
ESF had not yet exercised its conversion right.
The Annual General Meeting on 25March2021 resolved to create conditional capital for the issuance of
bonds totalling € 109.9 m. The authorisation to acquire bonds with conversion or option rights or obligations
or profit participation rights (with or without a fixed term) was limited to a nominal amount of € 2.0 bn and
expires on 24March2026. This authorisation was fully utilised with the issuance of a convertible bond
totalling
€ 589.6 m in April and June2021. As at the reporting date, no shares had been issued to serve the
convertible bond.
The Annual General Meeting on 8February2022 resolved to create two further amounts of conditional
capital for the issuance of bonds worth € 162.3 m and € 81.1 m. The authorisation to acquire bonds with
conversion or option rights or obligations or profit participation rights (with or without a fixed term) was
limited to a nominal amount of € 2.0 bn and expires on 7February2027.
As of 30September2022, unused option and conversion rights of issued bonds with warrants and convert-
ible bonds will result in conditional capital of € 588.6 m. As of 30September2022
TUIAG also has unused
conditional capital of € 243.4 m, resulting in total unused conditional capital of € 832.0 m.
AUTHORISED CAPITAL
The Annual General Meeting on 13February2018 resolved to create authorised capital of € 30.0 m for the
issuance of employee shares. The Executive Board of
TUIAG has been authorised to use this capital in one
or several transactions to issue employee shares against cash contribution by 12February2023. No new
employee shares were issued in the completed financial year so that authorised capital at the balance sheet
date remains at around € 22.3 m.
The Annual General Meeting on 25March2021 resolved to authorise the Executive Board to issue new regis-
tered shares against cash contribution by up to € 109.9 m (Authorised Capital 2021 / I). This authorisation will
expire on 24March2026.
The Annual General Meeting on 25March2021 also resolved to create authorised capital for the issuance of
new shares against cash or non-cash contribution of € 417.0 m (Authorised Capital 2021 /
II). The issuance of
new shares against non-cash contribution is limited to € 109.9 m. This authorisation will expire on
24March2026.
210
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
In the completed financial year, the two last-mentioned authorisations were utilised to increase the capital
stock by € 523.5 m. In addition, the authorisation for the remaining part of Authorised Capital 2021 /
II in the
amount of € 3.4 m was subsequently cancelled.
The Annual General Meeting on 8February2022 resolved to authorise the Executive Board to issue new
registered shares against cash contributions for up to a maximum of € 162.3 m (Authorised Capital 2022 / I).
This authorisation will expire on 7February2027.
The Annual General Meeting on 8February2022 also resolved to create authorised capital for the issuance
of new shares against cash and non-cash contribution of € 626.9 m (Authorised Capital 2022 / II). The issuance
of new shares against non-cash contributions is limited to € 162.3 m. The authorisation for this capital will
expire on 7February2027.
The Annual General Meeting on 8February2022 furthermore resolved to create authorised capital for the
issuance of new shares against cash or non-cash contribution of € 671.0 m. The net issuance proceeds are
exclusively to be used to repay the capital made available to
TUIAG by the ESF in the framework of Silent
Particpation
II of € 671.0 m (Authorised Capital 2022 / III). The authorisation for this authorised capital will
expire on 7February2027. In May of the completed financial year, the Company’s capital stock was increased
by € 162.3 m, utilising a part of Authorised Capital III, and the proceeds were used to fully repay Silent
Participation II.
At the balance sheet date, the total authorisations for unused authorised capital amounted to around
€ 1,320.2 m (previous year around € 549.2 m), of which € 508.7 m can no longer be used due to the repayment
of Silent Participation
II.
(25) Capital reserves
The capital reserves comprise transfers of premiums. They also comprise amounts entitling the holders to
acquire shares in
TUIAG in the framework of bonds issued for conversion options and warrants.
In the completed financial year, capital reserves rose by € 836.3 m from € 5,249.6 m to € 6,085.9 m, in particular
due to the premium from the capital increases in October2021 (€ 609.3 m) and in May2022 (€ 262.9 m).
The ancillary costs of the capital increase in October 2021 (€ 27.3 m), the capital increase in May 2022
(€ 5.9 m) and in connection with the silent participation issued in financial year 2021 (€ 2.1 m) were offset
against the capital reserve.
The capital reserve also decreased by € 0.6 m as a result of the repurchase of own shares for issue to
employees under the employee share program.
(26) Revenue reserves
In the completed financial year, TUIAG did not pay a dividend to its shareholders (previous year no dividend).
The ongoing recording of existing equity-settled stock option plans resulted in an decrease in equity of
€ 0.2 m (previous year increase € 0.3 m) in the reporting period. Disclosures on these long-term incentive
programmes are outlined in the section on Share-based payments in accordance with
IFRS2.
F
oreign exchange differences comprise differences from the translation of the financial statements of
foreign subsidiaries as well as differences from the translation of goodwill denominated in foreign currencies.
The proportion of gains and losses from hedges used as effective hedges of future cash flows is carried
directly in equity at €+ 110.7 m (previous year €+ 144.0 m). The increase in financial year 2022 is mainly attrib-
utable to changes in exchange rates and fuel prices.
The revaluation of pension obligations (in particular actuarial gains or losses) is also carried directly in Other
income in equity.
The revaluation reserve formed in accordance with
IAS27 (old version) in the framework of step acquisitions
of companies is retained until the date of deconsolidation of the company concerned.
(27) Silent participations
In financial year 2021, two silent participations were issued to the ESF. They are both carried in equity in the
consolidated financial statements as of 30September2021 in accordance with
IAS32.
The Silent participation
II in the amount of € 671.0 m was fully repaid in May2022.
As in the previous year, the remaining Silent participation I is carried in equity in the consolidated financial
statements as of 30September2022.
211
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(28) Use of Group profit available for distribution
In accordance with the German Stock Corporation Act, the Annual General Meeting resolves the use of the
profit available for distribution carried in
TUIAG’s commercial-law annual financial statements. TUIAG’s loss
for the year amounts to € 530.9 m (previous year loss of € 491.5 m). Taking account of loss carried forward of
€ 300.6 m (previous year profit carried forward € 190.9 m)
TUIAG’s balance sheet loss totals € 831.5 m.
(29) Non-controlling interest
Non-controlling interests mainly relate to RIUSA II S. A. based in Palma de Mallorca, Spain. TUI’s capital share
in this hotel operator stands at 50.0 %, as in the prior year.
The financial year of
RIUSA II S. A. ends on 31 December and thus deviates from TUI Group’s financial year.
This reporting date was fixed when the company was founded. In order to include the
RIUSA II Group in TUI
Group’s consolidated financial statements as at 30September, the RIUSA II Group prepares sub-group financial
statements as at 30September, the balance sheet date.
RIUSA II Group, allocated to Hotels & Resorts, operates owned and leased hotels and hotels operated under
management contracts in tourism destinations of
TUI Group.
The table below provides summarised financial information on
RIUSA II S. A., Palma de Mallorca, Spain – the
subsidiary for which material non-controlling interests exist. It presents the consolidated financial state-
ments of the sub-group.
Summarised financial information on RIUSA II S. A., Palma de Mallorca, Spain
*
€ million
30 Sep 2022 /
2022
30 Sep 2021 /
2021
Current assets 206.0 91.6
Non-current assets 2,016.0 1,824.1
Current liabilities 199.3 101.0
Non-current liabilities 108.6 141.9
Revenues 916.2 344.1
Profit / loss 128.4 – 21.2
Other comprehensive income 112.9 27.8
Cash outflow / inflow from operating activities 275.4 71.5
Cash outflow / inflow from investing activities – 169.6 – 73.0
Cash outflow / inflow from financing activities – 31.9 – 27.1
Accumulated non-controlling interest 785.5 664.9
Profit / loss attributable to non-controlling interest 64.2 – 10.6
* Consolidated subgroup.
(30) Pension provisions and similar obligations
A number of defined contribution and defined benefit pension plans are operated for Group employees.
Pension obligations vary, reflecting the different legal, fiscal and economic conditions in each country of
operation, and usually depend on employees’ length of service and pay levels.
All defined contribution plans are funded by the payment of contributions to external insurance companies
or funds. German employees enjoy benefits from a statutory defined contribution plan paying pensions as a
function of employees’ income and the contributions paid in. Several additional industry pension organisa-
tions exist for
TUI Group companies. Once the contributions to the state-run pension plans and private
pension insurance organisations have been paid, the Company has no further payment obligations. Apart
from Germany, major defined contribution plans are also operated the Netherlands and in the
UK. Contribu-
tions paid are expensed for the respective period. In the reporting period, the expenses for all defined
contribution plans totalled € 80.5 m (previous year € 77.1 m).
212
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Apart from these defined contribution pension plans, TUI Group operates defined benefit plans, which usually
entail the formation of provisions within the Company or investments in funds outside the Company.
Within this group,
MER-Pensionskasse VVaG, a private pension fund in which German companies of the
tourism industry are organised, represents a multi-employer plan classified as a defined benefit plan. In
accordance with the statues of the plan, the plan participants and the employers pay salary-based contribu-
tions into the plan. There are no further obligations pursuant to the statutes of the plan; an additional
funding obligation of the participating companies is explicitly excluded. The paid-in contributions are invest-
ed in accordance with the policies of the pension plan unless they are used in the short term for benefit
payments. As the investments are pooled and are not kept separately for each participating employer, an
allocation of plan assets to individual participating employers is not possible. The investment risk and the
mortality risk are jointly shared by all plan participants. Moreover, the pension fund does not provide any
information to participating companies that would allow the allocation of any over- or underfunding or
TUI’s
participation in the plan. For this reason, accounting for the plan as defined benefit plan is not possible, and
the plan is therefore in accordance with the requirements of
IAS19 shown like a defined contribution plan.
In the reporting period, contributions to
MER-Pensionskasse VVaG totalled € 5.6 m (previous year € 5.9 m).
For the next financial year, contributions are expected to remain at that level.
TUI Group’s major pension plans recognised as defined benefit plans exist in Germany and the UK. By far the
largest pension plans are operated by the Group’s tour operators in the
UK. They accounted for 68.2 %
(previous year 72.6 %) of
TUI Group’s total obligations at the balance sheet date. German plans account for
a further 25.6 % (previous year 23.0 %).
Material defined benefit plans in the United Kingdom
Scheme name Status
BAL Scheme closed
TUI UK Scheme closed
TAPS Scheme closed
Almost all defined benefit plans in the UK are funded externally. Under UK law, the employer is obliged to
ensure sufficient funding so that plan assets cover the pension payments to be made and the administrative
costs of the funds. The pension funds are managed by independent trustees. The trustees comprise inde-
pendent members, beneficiaries of the plan and employer representatives. The trustees are responsible for
the investment of fund assets, taking account of the interests of plan members, but they also negotiate the
level of the contributions to the fund to be paid by the employers, which constitute minimum contributions
to the funds. To that end, actuarial valuations are made every three years by actuaries commissioned by the
trustees. The annual contributions to be paid to the funds in order to cover any shortfalls were last defined
on the basis of the measurement as at 30September2019.
Since 31October2018, the main sections of TUI Group’s UK Pension Trust have been closed to future accrual
of benefits. As a result, current service cost no longer arises for services delivered by the employees. Since
1November2018, increases in accrued pension benefits from the plan have been therefore calculated in line
with the rules for deferred members. With the closure of the Pension Trust for future accrual, all existing
staff in the defined benefit scheme were offered the opportunity to join the existing defined contribution
plan to accrue pension from 1November2018 onwards.
By contrast, defined benefit plans in Germany are mainly unfunded and the obligations from these plans are
recognised as provisions. The company assumes the obligation for payments of company pensions when the
beneficiaries reach the legal retirement age. The amount of the pension paid usually depends either on the
remuneration received by the employee at the retirement date or the amount of the average remuneration
over the employee’s service period. Pension obligations usually include surviving dependants’ benefits and
invalidity benefits. Pension payments are partly limited by third party compensations, e. g. from insurances
and
MER–Pensionskasse.
Material defined benefit plans in Germany
Scheme name Status
Versorgungsordnung TUIAG open
Versorgungsordnung TUIfly GmbH open
Versorgungsordnung TUI Deutschland GmbH closed
Versorgungsordnung TUI Beteiligungs GmbH closed
Versorgungsordnungen TUI Immobilien Services GmbH closed
In the period under review, defined benefit pension obligations created total expenses of € 65.3 m for TUI
Group, principally comprising current service cost. The restructuring of the activities of the Group’s German
airline resulted in a past service cost and a curtailment expense in the current year. In the previous year, this
measure resulted in income from curtailments. The administrative costs shown are costs for consulting
services for pension plans, which were paid from the plan assets. The administrative expenses shown relate
to professional advisor costs for the pension plans settled from the plan assets.
213
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Pension costs for defined benefit obligations
€ million 2022 2021
Current service cost for employee service in the period
23.1 36.3
Curtailment (losses) / gains – 13.6 29.7
Net interest on the net defined benefit liability 6.6 0.9
Past service cost 19.8 1.5
Administration cost 2.2 6.7
Tot al 65.3 15.7
Provisions for pension obligations are established for benefits payable in the form of retirement, invalidity
and surviving dependants’ benefits. Provisions are exclusively formed for defined benefit schemes under
which the Company guarantees employees a specific pension level, including arrangements for early retire-
ment and temporary assistance benefits.
Defined benefit obligation recognised on the balance sheet
€ million
30 Sep 2022
To t a l
30 Sep 2021
Total
Present value of funded obligations 1,918.0 3,101.5
Fair value of external plan assets 2,076.4 3,172.1
Surplus (–) / Deficit (+) of funded plans – 158.4 – 70.6
Present value of unfunded pension obligations 596.3 868.6
Defined benefit obligation recognised on the balance sheet 437.9 798.0
of which
Overfunded plans in other non-financial assets 163.4 137.1
Provisions for pensions and similar obligations 601.3 935.1
of which current 33.1 33.2
of which non-current 568.2 901.9
For funded pension plans, the provision carried only covers the shortfall in coverage between plan assets
and the present value of benefit obligations.
Where plan assets exceed funded pension obligations, taking account of a difference due to past service
cost, and where at the same time there is an entitlement to reimbursement or reduction of future contribu-
tions to the fund, the excess is recognised in conformity with the cap defined by
IAS19. As at 30Septem-
ber2022, other non-financial assets include excesses of € 163.4 m (previous year € 137.1 m).
Development of defined benefit obligations
€ million
Present value
of obligation
Fair value of
plan assets
To t a l
Balance as at 1 Oct 2021 3,970.1 – 3,172.1 798.0
Current service cost 23.1 – 23.1
Past service cost 19.8 – 19.8
Curtailments and settlements 13.6 – 13.6
Interest expense (+) / interest income (–) 68.4 – 61.8 6.6
Administration cost – 2.2 2.2
Pensions paid – 163.8 123.8 – 40.0
Contributions paid by employer – – 141.1 – 141.1
Contributions paid by employees 1.4 – 1.4 –
Remeasurements – 1,413.2 1,167.7 – 245.5
due to changes in financial assumptions – 1,433.7 – – 1,433.7
due to changes in demographic assumptions 10.1 – 10.1
due to experience adjustments 10.4 – 10.4
due to return on plan assets not included in
Group profit for the year
– 1,167.7 1,167.7
Exchange differences – 4.5 6.3 1.8
Other changes – 0.6 – – 0.6
Balance as at 30 Sep 2022 2,514.3 – 2,076.4 437.9
214
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Development of defined benefit obligations
€ million
Present value
of obligation
Fair value of
plan assets
Total
Balance as at 1 Oct 2020 4,025.4 – 3,373.7 651.7
Current service cost 36.3 – 36.3
Past service cost 1.5 – 1.5
Curtailments and settlements – 29.7 – – 29.7
Interest expense (+) / interest income (–) 54.8 – 53.9 0.9
Administration cost – 6.7 6.7
Pensions paid – 178.1 146.2 – 31.9
Contributions paid by employer – – 78.3 – 78.3
Contributions paid by employees 1.4 – 1.4 –
Remeasurements – 101.5 359.0 257.5
due to changes in financial assumptions – 180.2 – – 180.2
due to changes in demographic assumptions 84.7 – 84.7
due to experience adjustments – 6.0 – – 6.0
due to return on plan assets not included in
Group profit for the year
– 359.0 359.0
Exchange differences 160.9 – 176.7 – 15.8
Other changes – 0.9 – – 0.9
Balance as at 30 Sep 2021 3,970.1 – 3,172.1 798.0
The net defined benefit obligation decreased by € 360.1 m to € 437.9 m in the financial year under review. The
present value of the obligation decreased by a total of € 1,455.8 m compared to the previous year, mainly due
to an increase in discount rates in the euro area and the United Kingdom. The fair value of the plan assets
decreased as well by € 1,095.7 m. As the pension fund’s assets in the United Kingdom also include instru-
ments that are intended to hedge changes in interest rates, the assets decrease in line with the decreased
obligation when interest rates rise.
In order to limit the risk arising from the obligation, the trustees of the
UK pension plans acquired insurance
policies in the previous fiscal year securitising full reimbursement by insurers of the payments to be made
for parts of the existing obligations. The obligation to fulfill the pension commitment has not been assumed
by
the insurer in this transaction. Accordingly, the insured portions of the pension plan continue to be rec-
ognised in the financial statements.
At the balance sheet date,
TUI Group’s fund assets break down as shown in the table below.
Composition of fund assets at the balance sheet date
30 Sep 2022 30 Sep 2021
Quoted market price
in an active market
Quoted market price
in an active market
€ million yes no yes no
Fair value of fund assets at end of period 1,127.5 948.9 1,797.4 1,374.7
of which equity instruments 528.2 – 843.8 –
of which government bonds 229.0 116.2 584.2 140.6
of which corporate bonds 260.8 – 302.0 –
of which liability driven investments 41.7 – 38.4 –
of absolute return bonds 39.1 – – –
of which property 22.1 – 23.7 –
of which insurance policies – 642.3 – 894.1
of which insurance linked securities – 155.0 – 209.3
of which loans – 10.4 – 15.6
of which cash – 25.0 – 115.1
of which other 6.6 – 5.3 –
At the balance sheet date, as in the prior year, fund assets did not comprise any direct investments in financial
instruments issued by TUIAG or its consolidated subsidiaries or any property owned by the Group. For
funded plans, investments in passive index tracker funds may entail a proportionate investment in Group-
owned financial instruments.
Pension obligations are measured on the basis of actuarial calculations based on country-specific parame-
ters and assumptions. The obligations under defined benefit plans are calculated on the basis of the inter-
nationally accepted projected unit credit method, taking account of expected future increases in salaries and
pensions. For the pension plans in the
UK, expected increases in salaries are not taken into account as they
are no longer relevant for the measurement due to the plan amendment outlined above. In order to take
account of the currently high inflation, significantly higher pension trends have been applied for the next
scheduled pension adjustment for the German pension plans in deviation from the projected future pension
increases indicated below for Germany.
215
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Actuarial assumptions
30 Sep 2022
Percentage p. a.
Germany United
Kingdom
Other countries
Discount rate 3.7 5.1 3.1
Projected future salary increases 2.0 – 1.5
Projected future pension increases 2.5 3.6 0.9
30 Sep 2021
Percentage p. a.
Germany United
Kingdom
Other countries
Discount rate 1.0 2.0 0.8
Projected future salary increases 2.0 – 1.0
Projected future pension increases 1.8 3.3 0.7
The interest rate applicable in discounting the provision for pensions is based on an index for corporate
bonds adjusted for securities already downgraded and under observation by rating agencies as well as sub-
ordinate bonds in order to meet the criterion for high quality bonds (rated
AA or higher) required under
IAS19. The resulting yield structure is extrapolated on the basis of the yield curves for almost risk-free
bonds, taking account of an appropriate risk mark-up reflecting the term of the obligation. In order to cover
a correspondingly broad market, an index partly based on shorter-term bonds is used (for instance for
Eurozone bonds from the iBoxx € Corporates AA 10+ and iBoxx € Corporates AA 7 – 10).
Apart from the parameters described above, a further key assumption relates to life expectancy. In Germany,
the Heubeck reference tables 2018 G are used to determine life expectancy. In the
UK, the S3NxA base tables
are used, adjusted to future expected increases on the basis of the Continuous Mortality Investigation (CMI)
2021. The pension in payment escalation formulae depend primarily on the pension plan concerned. Apart
from fixed rates of increase, there are also a number of inflation-linked pension adjustment mechanisms in
different countries.
Changes in the key actuarial assumptions mentioned above would lead to the changes in defined benefit
obligations presented below. The methodology used to determine sensitivity corresponds to the method
used to calculate the defined benefit obligation. The assumptions were amended in isolation each time;
actual interdependencies between the assumptions were not taken into account. The effect of the increase
in life expectancy by one year is calculated by means of a reduction in mortality due to the use of the Heubeck
tables 2018 G for pension plans in Germany. In the UK, an extra year is added to the life expectancy deter-
mined on the basis of the mortality tables.
Sensitivity of the defined benefit obligation due to changed actuarial assumptions
30 Sep 2022 30 Sep 2021
€ million
+ 50 Basis points – 50 Basis points
+ 50 Basis points – 50 Basis points
Discount rate – 171.0 + 193.4 – 342.4 + 393.6
Salary increase + 12.2 – 11.1 + 13.2 – 11.6
Pension increase + 54.4 – 45.7 + 103.4 – 105.6
+ 1 year + 1 year
Life expectancy + 79.1 – + 174.7 –
The weighted average duration of the defined benefit obligations totalled 15.8 years (previous year 19.4 years)
for the overall Group. In the UK, the weighted duration was 16.2 years (previous year 19.8 years), while it
stood at 15.4 years (previous year 19.4 years) in Germany.
Fund assets are determined on the basis of the fair values of the funds invested as at 30September2022.
The interest rate used to determine the interest income from the assets of external funds is identical with
the discount rate used for the defined benefit obligation.
For the forthcoming financial year, the companies of
TUI Group are expected to contribute around € 104.4 m
(previous year € 137.2 m) to pension funds and pay pensions worth € 33.1 m (previous year € 33.2 m) for
unfunded plans. The expected employer contribution to the pension funds mainly includes the annual
payment agreed with the trustees in the
UK to reduce the existing coverage shortfall. For funded plans, the
payments to the recipients are fully made from fund assets and therefore do not result in a cash outflow for
TUI Group.
TUI Group’s defined benefit plans entail various risks; some of which may have a substantial effect on the
Company. The purchase of insurance policies within the UK schemes serves to eliminate these risks in
respect of the liabilities due to pension scheme members covered by this insurance, and hence reduce the
overall level of risk in respect of all the categories detailed below.
216
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
INVESTMENT RISK
The investment risk plays a major role, in particular for the large funded plans in the UK. Although shares
usually outperform bonds in terms of producing higher returns, they also entail stronger volatility of balance
sheet items and the risk of short-term shortfalls in coverage. In order to limit this risk, the trustees have built
a balanced investment portfolio to limit the concentration of risks.
INTEREST RATE RISK
The interest rate influences in particular unfunded schemes in Germany as a decline in interest rates leads
to an increase in the defined benefit obligations. Accordingly, an increase in the interest rate leads to a
reduction in the defined benefit obligations. Funded plans are less strongly affected by this development as
the performance of the interest-bearing assets included in plan assets regularly dampens the effects. For
the funded plans in the
UK, the trustees have invested a part of the plan assets in liability-driven investment
portfolios, holding credit and hedging instruments in order to largely offset the impact of changes in interest
rates.
INFLATION RISK
An increase in the inflation rate normally increases the obligation in pension schemes linked to the final
salary of beneficiaries as inflation causes an increase in the projected salary increases. At the same time,
inflation-based pension increases included in the plan also rise. The inflation risk is reduced through the use
of caps and collars. Moreover, the large pension funds in the
UK hold inflation-linked assets, which also
partly reduce the risk from a significant rise in inflation. By investing, in particular, plan assets in liability-
driven investment portfolios, which hold credit and hedging instruments, they aim to largely offset the
impact of the inflation rate.
LONGEVITY RISK
An increasing life expectancy increases the expected benefit duration of the pension obligation. This risk is
countered by using regularly updated mortality data in calculating the present values of the obligation.
CURRENCY RISK
For TUI Group, the pension schemes entail a currency risk as most pension schemes are operated in the UK
and therefore denominated in sterling. The risk is limited as the currency effects on the obligation and the
assets partly offset each other. The currency risk only relates to any excess of pension obligations over plan
assets or vice versa.
(31) Other provisions
Development of provisions in the financial year 2022
€ million
Balance as at
30 Sep 2021
Changes with
no effect on
profit and
loss
*
Usage
Reversal
Additions
Balance
as at
30 Sep 2022
Maintenance provisions 794.3 – 28.8 160.9 31.6 254.7 827.7
Restructuring
provisions
157.4 – 4.1 66.8 42.5 44.3 88.3
Provisions for litigation 27.8 – 1.2 3.3 4.2 52.2 71.3
Provisions for other
personnel costs
37.1 9.7 3.0 8.5 7.2 42.5
Provisions for other taxes 51.2 0.5 2.9 10.3 3.4 41.9
Provisions for environmental
protection
52.0 – 1.1 17.2 1.2 34.9
Risks from onerous contracts 46.5 – 7.9 8.5 14.4 12.4 28.1
Miscellaneous
provisions
136.8 – 17.1 31.2 19.6 92.4 161.3
Other provisions 1,303.1 – 48.9 277.7 148.3 467.8 1,296.0
* Reclassifications, transfers, exchange differences and changes in the group of consolidated companies.
Provisions for maintenance primarily relate to contractual maintenance, overhaul and repair requirements
for aircraft, engines and other specific components arising from aircraft lease contracts. Measurement of
these provisions is based on the expected cost of the next maintenance event, estimated on the basis of
current prices, expected price increases and manufacturers’ data sheets. In line with the terms of the indi-
vidual contracts and the aircraft model concerned, additions are recognised on a prorated basis in relation
to flight hours, the number of flights or the length of the complete maintenance cycle. With the termination
of an aircraft lease, the associated guarantee agreement in the amount of € 13.1 m was reversed. Lower
maintenance expenses than expected led also to a reversal of € 18.5 m.
Restructuring provisions comprise severance payments to employees as well as payments for the early
termination of leases. They primarily relate to restructuring projects as part of our Global Realignment Pro-
gramme for which detailed, formal restructuring plans were drawn up and communicated to the parties
concerned. The reversal of the provision in the amount of € 42.5 m is mainly due to the lower than expected
reduction in the fleet size of the Group’s German airline. At the balance sheet date, restructuring provisions
totalled € 88.3 m (previous year € 157.4 m), for the most part relating to benefits for employees in connection
with the termination of employment contracts.
217
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Provisions for litigation are formed for existing lawsuits. For further details on lawsuits, please refer to Note 38.
Provisions for personnel costs comprise provisions for jubilee benefits and provisions for cash-settled
share-based payment schemes in accordance with IFRS2. For information on these long-term incentive
programmes, please refer to Note 40 ‘Share-based payments in accordance with
IFRS2’.
Provisions for environmental protection primarily relate to statutory obligations to remediate sites contam-
inated with legacy waste from former mining and metallurgical activities. Due to the absence of risks existing
in previous years, the provision of € 17.2 m was reversed.
Provisions from onerous contracts include € 15.3 m for the premature abandonment of a leased administrative
building as the largest single item.
Miscellaneous provisions include various provisions that, taken individually, do not have a significant influence
on TUI Group’s economic position. This item includes provisions for dismantling obligations and compensation
claims from customers.
Changes in other provisions outside profit and loss primarily relate to changes in the group of consolidated
companies, foreign exchange differences and reclassifications within other provisions.
Where the difference between the present value and the settlement value of a provision is material for the
measurement of a non-current provision as at the balance sheet date, the provision is recognised at its
present value in accordance with
IAS37. The discount rate to be applied should take account of the specific
risks of the liability and of future price increases. This criterion applies to some items contained in
TUI
Group’s other provisions. Additions to other provisions comprise an interest portion of € 10.1 m (previous
year € – 0.7 m), recognised as an interest expense.
Terms to maturity of other provisions
30 Sep 2022 30 Sep 2021
€ million
Remaining
term more
than 1 year
To t a l
Remaining
term more
than 1 year
Total
Maintenance provisions 561.1 827.7 569.7 794.3
Restructuring provisions 28.6 88.3 48.3 157.4
Provisions for litigation 38.6 71.3 5.1 27.8
Provisions for other personnel costs 34.9 42.5 28.7 37.1
Provisions for other taxes 21.9 41.9 21.9 51.2
Provisions for environmental protection 32.9 34.9 44.8 52.0
Risks from onerous contracts 15.1 28.1 18.4 46.5
Miscellaneous provisions 21.9 161.3 26.7 136.8
Other provisions 755.0 1,296.0 763.6 1,303.1
(32) Financial and lease liabilities
Financial and lease liabilities
30 Sep 2022 30 Sep 2021
Remaining term Remaining term
€ million
up to 1
year
1– 5 years more than
5 years
To t a l up to 1
year
1– 5 years more than
5 years
Total
Convertible bonds 13.5 – 518.6 532.1 13.5 – 508.7 522.2
Bonds – 48.4 – 48.4 – 119.3 – 119.3
Liabilities to banks
280.0 913.8 188.8 1,382.6 247.6 2,264.3 100.7 2,612.6
Other financial
liabilities
26.4 61.8 – 88.2 23.5 43.1 – 66.6
Financial
liabilities
319.9 1,024.0 707.4 2,051.3 284.6 2,426.7 609.4 3,320.7
Lease liabilities 698.8 1,668.0 840.7 3,207.5 623.3 1,738.1 868.0 3,229.4
218
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
N
on-current financial liabilities decreased by € 1,304.7 m to € 1,731.4 m versus 30September2021. This
decrease was primarily attributable to a decrease in liabilities to banks of € 1,262.4 m as well as to a contrac-
tually agreed early redemption of 913 partial option bonds on 1April2022. Of this amount, € 91.3 m is
accounted for by the nominal value of the partial option bonds and € 7.2 m by interest and early repayment
penalties. The remaining 587 partial bonds shown under non-current financial liabilities are not affected by
the early redemption, nor are the approx. 58.7 m call options on
TUI shares, which are legally and financially
separated from the warrant bond. The bond component of this bond with warrants is carried under Financial
liabilities in the table above in the line Bonds, the separately tradable warrants are recognised in equity. The
early termination rights by
TUIAG and the put options held by the holders of the convertible bond and the
bond with warrant represent embedded derivatives which were not separated in accordance with
IFRS9 as
they are classified as closely related to the host contract.
The main financing instrument is a syndicated revolving credit facility (
RCF) between TUIAG and the existing
banking syndicate which, from 2020, included the KfW. The amount of this revolving credit facility totals
€ 3.555 bn at 30September2022. The unused loan commitments under the separate KfW credit line within
this syndicated revolving credit facility were reduced by € 413.7 m in April2022 as well as by € 336.0 m in May.
In June2022, a British bank left the group of syndicated banks for regulatory reasons which led to a reduction
in the volume of the syndicated revolving credit facility of € 80.6 m.
In addition, there was a separate syndicated revolving credit facility of € 170.0 m. This credit facility was
fully cancelled in April2022.
At 30September2022, the amounts drawn under the revolving credit facilities totalled € 562.0 m (30Sep-
tember2021 € 1,852.9 m).
Current financial liabilities increased by € 35.3 m to € 319.9 m at 30September2022 compared to € 284.6 m
at 30September2021. The increase results primarily from an increase in liabilities to banks.
For more details on the terms, conditions and the reductions of the credit lines as well as the redemption of
the bond with warrants, please refer to the section ’Going Concern Reporting under the UK Corporate
Governance Code’.
Movements financial and lease liabilities
€ million
Convertible
bonds
Bonds
Short-term
liabilities to
banks
Long-term
liabilities to
banks
Other
financial
liabilities
Total
financial
liabilities
Lease
liabilities
Balance as at
1 Oct 2021
522.2 119.3 247.5 2,365.1 66.6 3,320.7 3,229.4
Raisings /
redemptions
of the period
– – 91.3 – 95.0 – 1,270.6 – 16.0 – 1,472.9 – 572.6
Foreign exchange
movements
– – 5.0 24.8 0.1 29.9 328.8
Other non-cash
movements
9.9 20.4 122.5 – 16.7 37.5 173.6 221.9
Balance as at
30 Sep 2022
532.1 48.4 280.0 1,102.6 88.2 2,051.3 3,207.5
219
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Movements financial and lease liabilities
€ million
Convertible
bonds
Bonds
Short-term
liabilities to
banks
Long-term
liabilities to
banks
Other
financial
liabilities
Total
financial
liabilities
Lease
liabilities
Balance as at
1 Oct 2020
– 298.8 560.9 3,392.9 16.4 4,269.0 3,399.9
Raisings /
redemptions of
the period
506.9 – 184.5 – 9.1 – 1,347.1 50.2 – 983.6 – 587.2
Changes in scope
of consolidation
– – – 0.2 – 2.7 – – 2.9 – 17.2
Foreign exchange
movements
– – 3.8 – 16.1 – – 12.3 47.6
Other non-cash
movements
15.3 5.0 – 307.9 338.1 – 50.5 386.3
Balance as at
30 Sep 2021
522.2 119.3 247.5 2,365.1 66.6 3,320.7 3,229.4
The payments made in the period include the raisings of financial debt, the repayment of bonds and financial
debt as well as the repayment of lease liabilities.
Fair values and carrying amounts of the bonds at 30 Sep 2022
30 Sep 2022 30 Sep 2021
€ million
Issuer
Nominal
value
initial
Nominal
value
out
-
standing
Interest
rate
% p. a.
Stock
market
value
Carrying
amount
Stock
market
value
Carrying
amount
2021 / 28
convertible
bond
TUIAG 589.6 589.6 5.000 423.0 532.1 583.7 522.2
Tot al 423.0 532.1 583.7 522.2
(33) Other financial liabilities
Other financial liabilities include touristic advance payments received for tours cancelled because of COVID-19
restrictions of € 16.7 m (previous year € 204.6 m), for which immediate cash refund options exist and which
have to be repaid immediately if the customer chooses to receive a refund. For more details, please refer to
the section below.
(34) Touristic advance payments received
Touristic advance payments received
€ million
Touristic advance payments received as at 1 Oct 2020 1,770.1
Revenue recognised that was included in the balance at the beginning of the period – 444.4
Increases due to cash received, excluding amounts recognised as revenue during the period
1,691.9
Reclassification to other financial liabilities – 61.3
Customer refund repayments – 609.9
Changes in the consolidation status – 6.0
Other 39.0
Touristic advance payments received as at 30 Sep 2021 2,379.4
Revenue recognised that was included in the balance at the beginning of the period – 2,253.1
Increases due to cash received, excluding amounts recognised as revenue during the period
3,237.7
Reclassification to other financial liabilities – 12.0
Customer refund repayments – 325.0
Other – 28.1
Touristic advance payments received as at 30 Sep 2022 2,998.9
Apart from the immediate cash refund option in certain jurisdictions, TUI Group offers its customers voucher /
refund credits for trips cancelled because of the COVID-19 crisis. If these voucher / refund credits are not
used for future bookings within a specified period, the customer is entitled to a refund of the voucher value.
The entitlement to a refund of the voucher value represents a financial liability. As at 30September2022 the
touristic advance payments received do not include any advance payments (previous year € 2.4 m) for can-
celled trips for which customers have received voucher / refund credits which may have to be refunded after
a certain period of time.
220
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(35) Other non-financial liabilities
Other non-financial liabilities
30 Sep 2022 30 Sep 2021
Remaining term Remaining term
€ million
up to 1 year 1– 5 years To t a l up to 1 year 1– 5 years Total
Other liabilities relating to employees 224.8 27.4 252.2 201.5 33.7 235.2
Other liabilities relating to
social security
39.7 – 39.7 50.2 – 50.2
Other liabilities relating to other taxes 50.6 – 50.6 20.8 – 20.8
Other miscellaneous liabilities 144.2 0.9 145.1 195.5 5.7 201.2
Deferred income 60.6 136.9 197.5 50.0 166.9 216.9
Other non-financial liabilities 519.9 165.2 685.1 518.0 206.3 724.3
(36) Liabilities related to assets held for sale
As at 30September2022, there were no liabilities related to assets held for sale.
Disposal group Nordotel
€ million 30 Sep 2021
Lease liabilities 23.9
Trade payables 19.5
Other non-financial liabilities 5.0
Other provisions and liabilities 2.2
Tot al 50.6
As at 30September2021, liabilities related to assets held for sale amounted to € 50.6 m. These liabilities
exclusively related to the Nordotel disposal group. In this context, we refer to Note 23 ‘Assets held for sale’
and the section ‘Divestments’.
(37) Contingent liabilities
As at 30September2022, contingent liabilities amounted to € 93.5 m (previous year € 128.7 m, adjusted).
They are mainly attributable to the granting of guarantees for the benefit of hotel activities and the granting
of guarantees for contingent liabilities from aircraft leasing agreements. The contingent liabilities are reported
at an amount representing the best estimate of the expenditure required to meet the potential obligation at
the balance sheet date.
(38) Litigation
TUIAG and its subsidiaries are involved in several pending or foreseeable court or arbitration proceedings,
which do not have a significant impact on their economic position as at 30September2022 or future periods.
This also applies to actions claiming warranty, repayment or any other compensation in connection with
the divestment of subsidiaries and business units over the past few years. As in previous years, the Group
recognised adequate provisions, partly covered by expected insurance benefits, to cover all probable financial
charges from court or arbitration proceedings.
(39) Other financial commitments
Other financial commitments
30 Sep 2022 30 Sep 2021
Remaining term Remaining term
€ million
up to
1 year
1– 5
years
more
than 5
years
To t a l
up to
1 year
1 – 5
years
more
than 5
years
Total
Order commitments in respect
of capital expenditure
400.7 1,730.6 160.1 2,291.4 456.5 1,769.5 160.1 2,386.1
Other financial commitments 71.9 28.5 28.8 129.2 51.8 37.0 2.9 91.7
Tot al 472.6 1,759.1 188.9 2,420.6 508.3 1,806.5 163.0 2,477.8
As at 30September2022 order commitments in respect of capital expenditure decreased by € 94.7 m as
against 30September2021. The decrease in order commitments is attributed to delivery of aircraft. The
reduction is to a greater extent partially off set by the effects of foreign exchange for order commitments
denominated in non-functional currencies. The commitments for maintenance and repairs reported within
other financial commitments increased in particular in the Hotels & Resorts segment after the business
returned to normality.
221
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(40) Share-based payments in accordance with IFRS2
As at 30September2022, all existing awards except the employee share programme ‘oneShare’ are recog-
nised as cash-settled share-based payment schemes.
The following share-based payment schemes are in effect within
TUI Group as at 30September2022.
1. PHANTOM SHARES IN THE FRAMEWORK OF THE LONG TERM INCENTIVE PLAN (LTIP)
FOR THE EXECUTIVE BOARD OF TUIAG
1.1 LTIP WITH SHARE ALLOCATION FROM FINANCIAL YEAR 2020
(
LTIP EPS20
–
22
)
Since the 2020 financial year, the Long Term Incentive Plan (LTIP) consists of a programme based on phantom
shares and is measured over a period of four years (performance reference period). The phantom shares are
allocated in annual tranches.
All Executive Board members have their individual target amounts defined in their service contracts. At the
beginning of each financial year, this target amount is translated into a preliminary number of phantom
shares based on the target amount. It constitutes the basis for the determination of the performance-related
pay after the end of the performance reference period. In order to determine that number, the target
amount is divided by the average Xetra share price of
TUIAG shares during the 20 trading days prior to the
beginning of the performance reference period (1October of any one year). The entitlement under the long-
term incentive programme arises upon completion of the four-year performance reference period subject to
the application of the remuneration restrictions (see below 1.3) and is subject to attainment of the relevant
target.
The performance target for determining the amount of the final payout after the end of the performance
reference period is the average development over four years of the earning per share based on a pro-forma
adjusted
EPS from continuing operations (Earnings per Share – EPS) as reported in the annual report of the
company. The average development of
EPS per annum (in percent) is derived from the four equally weighted
yearly
EPS development values (in percent). Each yearly EPS development value is calculated as the quotient
of the
EPS of the current financial year and the EPS of the previous financial year. The initial EPS value used
to determine the target achievement is calculated at the beginning of the performance period from the first
EPS in the performance period and the last EPS before the performance period.
Target achievement for the average development of
EPS per annum based on the annual amounts is deter-
mined as follows:
• An average absolute
EPS of less than 50 % of the absolute EPS value determined at the beginning of the
performance period corresponds to target achievement of 0 %.
• An average absolute
EPS of 50 % of the absolute EPS value determined at the beginning of the perform-
ance period corresponds to target achievement of 25 %.
• An average absolute
EPS of 50 % or more of the absolute EPS value determined at the beginning of the
performance period up to an average increase of 5 % corresponds to target achievement of 25 % to 100 %.
• An average increase of 5 % p. a. corresponds to target achievement of 100 %.
• An average increase of 5 % to 10 % p. a. corresponds to target achievement of 100 % to 175 %.
• An average increase of 10 % or more p. a. corresponds to target achievement of 175 %.
For an average absolute
EPS of 50 % or more of the absolute EPS value determined at the beginning of the
performance period up to an average increase of 5 %, corresponding to a target achievement of 25 % to
100 %, and an average increase of 5 % to 10 % p. a., corresponding to a target achievement of 100 % to
175 %, linear interpolation is used to determine the degree of target achievement. The degree of target
achievement is rounded to two decimal places, as is customary in commercial practice.
If the prior-year
EPS amounts to less than € 0.50, the Supervisory Board defines new absolute targets for
EPS as well as minimum and maximum amounts for determining the percentage target achievement for each
subsequent financial year in the performance reference period.
In order to determine the final number of phantom shares, the degree of target achievement is multiplied by
the preliminary number of phantom shares on the final day of the performance reference period. The payout
amount is determined by multiplying the final number of phantom shares by the average Xetra share price
of TUIAG shares over the 20 trading days prior to the end of the performance reference period (30September
of any one year). The payout amount determined in this way subject to the application of the remuneration
restrictions is paid out in the month of the approval and audit of
TUI Group’s annual financial statements for
the relevant financial year. If the service contract begins or ends in the course of the financial year relevant
for the allocation of the
LTIP, the entitlement to payment of the LTIP is determined on a pro rata basis.
In case of a capital increase from company funds, the number of preliminary phantom shares would increase
at the same ratio as the nominal value of the share capital. In case of a capital decrease without return of
capital, the number of preliminary phantom shares would decrease at the same ratio as the nominal value
of the share capital. In case of a capital increase against contributions, a capital decrease with return of
capital or any other capital or structural measures that have an effect on the share capital and cause a
material change in the value of the TUIAG share, the number of preliminary phantom shares would also be
adjusted. The Supervisory Board is entitled, at reasonable discretion, to make adjustments to neutralize any
negative or positive effects from such capital or structural measures. The same rule applies in case of a
change in share price due to the payment of an unusually high superdividend.
The maximum LTIP payout is capped at 240 % of the individual target amount for each performance reference
period. This means that there is an annual LTIP cap which is determined individually for each Executive Board
member. The Supervisory Board is furthermore, according to section 87 para. 1 cl. 3 German stock corporation
law, authorized to cap the LTIP payout in case of extraordinary circumstances (e. g. company mergers, segment
disposals, recognition of hidden reserves or external influences).
222
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
1.2 LTIP WITH SHARE ALLOCATION IN FINANCIAL YEAR 2019
(
LTIP EPS19
)
The LTIP with allocation in the 2019 financial year consists of a phantom share-based programme and has
been measured over a duration of four years (performance reference period) upon achievement of a total
shareholder return (
TSR) target and an earnings per share (EPS) target. The phantom shares are allocated
in annual tranches.
All Executive Board members have their individual target amounts defined in their service contracts. At the
beginning of each financial year, this target amount is translated into a preliminary number of phantom
shares based on the target amount. It constitutes the basis for the determination of the performance-related
pay after the end of the performance reference period. In order to determine that number, the target
amount is divided by the average Xetra share price of
TUIAG shares during the 20 trading days prior to the
beginning of the performance reference period (1October of any one year). The entitlement under the long-
term incentive programme arises upon completion of the four-year performance reference period and is
subject to attainment of the relevant target.
The performance target for determining the amount of the final payout after the end of the performance
reference period is the development of
TSR of TUIAG relative to the development of the TSR of the STOXX
Europe 600 Travel & Leisure (Index). The relative
TSR is included in the determination of target achievement
with a weighting of 50 %. The degree of target achievement is determined as a function of
TUIAG’s TSR rank
in comparison with the
TSR ranks of the index companies over the performance reference period. In order
to determine TUIAG’s relative TSR, the TSR ranks established for TUI’s peer companies are sorted in
descending order. TUIAG’s relative TSR is expressed as a percentile (percentile rank).
The
TSR is the aggregate of all share price increases plus the gross dividends paid over the performance
reference period. Data from recognised data providers (e. g. Bloomberg, Thomson Reuters) is used to estab-
lish the
TSR ranks for TUIAG and the index companies. The reference used to determine the ranks is the
composition of the index on the last day of the performance reference period. The values for companies that
were not listed over the entire performance reference period are factored in on a pro rata basis. The degree
of target achievement (in percent) is established as follows for
TUIAG’s relative TSR based on the percentile:
• A percentile below the median of the index corresponds to target achievement of 0 %.
• A percentile equal to the median corresponds to target achievement of 100 %.
• A percentile constituting the maximum value corresponds to target achievement of 175 %.
For a percentile between the median and the maximum value, linear interpolation is used to determine the
degree of target achievement at between 100 % and 175 %. The degree of target achievement is rounded to
two decimal places, as is customary in commercial practice.
Moreover, the average development of EPS per annum is included in the LTIP as an additional Group indicator
with a weighting of 50 %. The averages determined for the four-year performance reference period are
based on pro forma underlying earnings per share from continuing operations, as already reported in the
Annual Report.
Target achievement for the average development of
EPS per annum based on the annual amounts is deter-
mined as follows:
• An average increase of less than 3 % p. a. corresponds to target achievement of 0 %.
• An average increase of 3 % p. a. corresponds to target achievement of 25 %.
• An average increase of 5 % p. a. corresponds to target achievement of 100 %.
• An average increase of 10 % or more p. a. corresponds to target achievement of 175 %.
For an average increase of 3 % to 5 % p. a., linear interpolation is used to determine the degree of target
achievement at between 25 % and 100 %. Linear interpolation is used for an average increase of between
5 % and 10 % or more p. a. to determine target achievement at between 100 % and 175 %. Here, too, the
degree of target achievement is rounded to two decimal places, as is customary in commercial practice.
If the prior-year
EPS amounts to less than € 0.50, the Supervisory Board defines new absolute targets for
EPS as well as minimum and maximum amounts for determining the percentage target achievement for each
subsequent financial year in the performance reference period.
The degree of target achievement (in percent) is calculated from the average target achievement for the
performance targets ‘relative
TSR of TUIAG’ and ‘EPS’. In order to determine the final number of phantom
shares, the degree of target achievement is multiplied by the preliminary number of phantom shares on the
final day of the performance reference period. The payout amount is determined by multiplying the final
number of phantom shares by the average Xetra share price of
TUIAG shares over the 20 trading days prior
to the end of the performance reference period (30September of any one year). The payout amount deter-
mined in this way is paid out in the month of the approval and audit of
TUI Group’s annual financial state-
ments for the relevant financial year. If the service contract begins or ends in the course of the financial year
relevant for the allocation of the
LTIP, the entitlement to payment of the LTIP is determined on a pro rata
basis.
The maximum
LTIP payout is capped at 240 % of the individual target amount for each performance refer-
ence period. This means that there is an annual
LTIP cap which is determined individually for each Executive
Board member.
1.3 REMUNERATION RESTRICTIONS DUE TO FRAMEWORK AGREEMENT II WITH THE
ECONOMIC STABILISATION FUND
On 4January2021, TUIAG concluded a framework agreement with the Economic Stabilisation Fund on the
granting of stabilisation measures, fixing a number of provisions for the remuneration of the Executive
Board members during the use of these measures. Accordingly, each Executive Board member already
appointed on 31 December 2019 must not receive compensation beyond the basic remuneration of the
respective Board member as at 31 December 2019 unless at least 75 % of the stabilisation measure has been
repaid (taking account of potential Group remuneration in the event of dual employment by another Group
company). The framework agreement also sets out that TUIAG does not grant and therefore does not entitle
Executive Board members to ‘any other remuneration components or services in the free discretion of the
Company or any legally unjustified severance payments, taking account of potential Group remuneration
223
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
bonuses, other variable or comparable compensation components or special payments in the form of share
packages, bonuses or other separate remuneration’.
PERFORMANCE SHARE PLAN (PSP)
The PSP governs the share-based remuneration for eligible executives who are not members of the Executive
Board. The
PSP is in principle harmonized with the LTIP EPS 20 – 22 of the Board members. The performance
period of the PSP is three years. The current PSP has been in effect in its current form since 2019. The plan
conditions for the outstanding tranches of financial years 2021 and 2022 were adjusted again retroactively
in financial year 2022 and the vesting of the virtual shares was made dependent on the achievement of
absolute EPS values instead of relative EPS growth.
Since
LTIP EPS20 – 22 and PSP follow common scheme principles, the following development of allocated
phantom shares under the programs are shown on an aggregated basis.
Development of phantom shares allocated (LTIP EPS20 – 22, LTIP EPS19, PSP)
LTIP EPS20 – 22 & PSP LTIP EPS19
Number
of shares
Present
value
€ million
Number
of shares
Present
value
€ million
Balance as at 30 Sep 2020 1,526,114 5.2 763,460 2.6
Phantom shares allocated 3,775,181 13.0 – –
New virtual shares allocated from subscription rights 1,552,117 – 448,272 –
Phantom shares exercised – 342 – – –
Phantom shares forfeited – 477,470 – 1.7 – 567,103 – 2.1
Measurement results – 6.6 – 1.8
Balance as at 30 Sep 2021 6,375,600 23.1 644,629 2.3
Phantom shares allocated 2,986,295 10.8 – –
New virtual shares allocated from subscription rights 2,349,794 – 85,844 –
Phantom shares forfeited – 1,358,549 – 3.1 – 730,473 – 1.1
Measurement results – – 15.2 – – 1.2
Balance as at 30 Sep 2022 10,353,140 15.6 – –
EMPLOYEE SHARE PROGRAM ‘ONESHARE’
Eligible employees can acquire TUIAG shares under preferential conditions when participating in the
oneShare programme. The preferential conditions include a discount on ‘investment’ shares bought during
a twelve month investment period plus one ‘matching’ share per three investment shares held, after a lock-
up period of two years. Investment shares are created via capital increase, while matching shares are bought
on the open market. Eligible employees decide once a year about their participation in oneShare. As the
investment and matching shares as well as the Golden shares are equity instruments of
TUIAG, oneShare is
accounted for as an equity-settled share-based payment scheme in line with IFRS2. Once all eligible employees
have decided upon their yearly participation, the fair value of the equity instrument granted is calculated
once and fixed for each tranche on the basis of the proportional shares price at grant date taking into
consideration the discounted estimated dividends.
In 2022, no new tranche of oneShare was launched. The matching date for Tranche 4 was 30Septem-
ber2022 and the matching shares of Tranche 4 were subsequently transferred to participants who still held
their investment shares at the beginning of the financial year.
The development of acquired investment and estimated matching shares, as well as the parameters used for
the calculation of the fair value are as follows:
Overview oneShare tranches
Tranche 1
(2017 / 3)
Tranche 2
(2017 / 7)
Tranche 3
(2018 / 7)
Tranche 4
(2019 / 7)
Investment period
1.4.2017
–31.7.2017
1.8.2017
–31.7.2018
1.8.2018
–31.7.2019
1.8.2019
–31.7.2020
Matching date 30.9.2019 30.9.2020 30.9.2021 30.9.2022
Acquired investment shares 349,941 524,619 1,152,598 1,394,512
thereof forfeited investment shares 1,228 10,216 32,859 31,724
Distributed / estimated matching shares 116,647 174,873 384,199 464,837
thereof forfeited matching shares 15,256 23,953 67,181 65,925
Share price at grant date in€ 12.99 13.27 18.30 8.99
Fair value: discount per investment share in€ 2.60 2.02 2.94 1.26
recognised estimated dividend in€ – 0.63 0.72 0.54
Fair value: matching share in€ 11.65 11.15 15.93 7.17
recognised discounted estimated dividend in€ 1.34 2.11 2.37 1.82
224
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
ACCOUNTING FOR SHARE-BASED PAYMENT SCHEMES
As at 30September2022, all existing awards except oneShare are recognised as cash-settled share-based
payment schemes and are allocated with an exercise price of € 0.00. The personnel expense is recognised
upon actual delivery of service according to
IFRS2 and is, therefore, spread over a period of time. According
to
IFRS2, all contractually granted entitlements have to be accounted for, irrespective of whether and when
they are actually allocated. Accordingly, phantom shares allocated in the past are charged on a pro rata basis
upon actual delivery of service.
Overall, income from the reversal of provisions for cash-settled share-based payments of € 4.5 m was
recognised through profit or loss in financial year 2022 (previous year personnel expenses of € 1.9 m).
Overall, personnel expenses due to equity-settled share-based payment schemes of € 0.8 m (previous year
€ 1.6 m) were recognised through profit or loss in financial year 2022.
As at 30September2022, provisions relating to entitlements under these long-term incentive programmes
totalled € 7.6 m (previous year € 12.2 m).
(41) Financial instruments
RISKS AND RISK MANAGEMENT
RISK MANAGEMENT PRINCIPLES
Due to the nature of its business operations, TUI Group is exposed to various financial risks, including mar-
ket risks (consisting of currency risks, interest rate risks and market price risks), credit risks and liquidity
risks.
In accordance with
TUI Group’s financial goals, financial risks have to be mitigated. In order to achieve this,
policies and procedures have been developed to manage risk associated with financial transactions under-
taken.
The rules, responsibilities and processes as well as limits for transactions and risk positions have been defined
in policies. The trading, processing and control have been segregated in functional and organisational terms.
Compliance with the policies and limits is continually monitored. All hedges by
TUI Group are consistently
based on recognised or forecasted underlying transactions. Standard software is used for assessing, moni-
toring, reporting, documenting and reviewing the effectiveness of the hedging relationships for the hedges
entered into. In this context, the fair values of all derivative financial instruments determined on the basis of
the Group’s own systems are regularly compared with the fair value confirmations from the external coun-
terparties. The processes, the methods applied and the organisation of risk management are reviewed for
compliance with the relevant regulations on at least an annual basis by the internal audit department and
external auditors.
Within
TUI Group, financial risks primarily arise from cash flows in foreign currencies, fuel requirements (jet
fuel and bunker oil) and financing via the money and capital markets. In order to limit the risks from changes
in exchange rates, market prices and interest rates for underlying transactions, TUI Group uses over-the-
counter derivative financial instruments. These are primarily fixed-price transactions. In addition,
TUI also
uses options and structured products. Use of derivative financial instruments is confined to internally fixed
limits and other policies. The transactions are concluded on an arm’s length basis with counterparties oper-
ating in the financial sector, whose counterparty risk is regularly monitored. Foreign exchange translation
risks from the consolidation of group companies not preparing their accounts in euros are not hedged.
MARKET RISK
Market risks result in fluctuations in earnings, equity and cash flows. Risks arising from input cost volatility
are more fully detailed in the risk report section of the management report. In order to limit or eliminate
these risks,
TUI Group has developed various hedging strategies, including the use of derivative financial
instruments.
IFRS7 requires the presentation of a sensitivity analysis showing the effects of hypothetical changes in rel-
evant market risk variables on profit or loss and equity. The effects for the period are determined by relating
the hypothetical changes in risk variables to the portfolio of primary and derivative financial instruments as
at the balance sheet date. It is assured that the portfolio of financial instruments as at the balance sheet
date is representative for the entire financial year.
The analyses of
TUI Group’s risk reduction activities outlined below and the amounts determined using
sensitivity analyses represent hypothetical and thus uncertain risks. Due to unforeseeable developments in
the global financial markets, actual results may deviate substantially from the disclosures provided. The risk
analysis methods used must not be considered a projection of future events or losses, since TUI is also exposed
to risks of a non-financial or non-quantifiable nature. These risks primarily include sovereign, business and
legal risks not covered by the following presentation of risks.
CURRENCY RISK
The business operations of TUI’s group companies generate payments or receipts denominated in foreign
currencies, which are not always matched by payments or receipts with equivalent terms in the same currency.
Using potential netting effects (netting of payments made and received in the same currency with identical
or similar terms),
TUI Group enters into appropriate hedges with external counterparties in order to protect
its profit margin from exchange rate-related fluctuations.
Within TUI Group, risks from exchange rate fluctuations are hedged, with the largest hedging volumes relating
to US dollars, euros and pound sterling. The Eurozone limits the currency risk from transactions in the key
tourist destinations to group companies whose functional currency is not the euro. The tourism business
operations are mainly affected by changes in the value of the US dollar and the euro, the latter predominantly
affecting the TUI tour operators in the UK and the Nordic countries. In tourism operations, payments in
US dollars primarily relate to the procurement of services in non-European destinations, purchases of jet
and ship fuel and aircraft and cruise ship purchases or charter.
225
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
The tourism companies use financial derivatives to hedge their planned foreign exchange requirements.
They aim to take out cover ahead of the markets’ customer booking profiles in the planned currency require-
ments in the run-up to the tourism season. In this regard, account is taken of the different risk profiles of
TUI’s group companies. The hedged currency volumes are adjusted in line with changes in planned require-
ments based on reporting by business units. Target hedge ratios are regularly reviewed with the aim of
matching hedge ratios with the respective target hedging ratios for future seasons.
Currency risks within the meaning of
IFRS7 arise from primary and derivative monetary financial instru-
ments issued in a currency other than the functional currency of a company. Exchange rate-related differ-
ences from the translation of financial statements into the Group’s presentation currency are not taken into
account. Taking account of the different functional currencies within the
TUI Group, the sensitivity analyses
of the currencies identified as relevant risk variables are presented below. A 10 % strengthening or weakening
of the respective functional currencies, primarily euro and pound sterling, against the other currencies would
cause the following effects on the revaluation reserve and earnings after income tax.
Sensitivity analysis – currency risk
€ million 30 Sep 2022 30 Sep 2021
Variable: Foreign exchange rate + 10 % – 10 % + 10 % – 10 %
Exchange rates of key currencies
€ / US dollar
Revaluation reserve + 1.4 – 1.5 – –
Earnings after income taxes – 53.7 + 66.0 – 30.1 + 36.9
Pound sterling / €
Revaluation reserve + 67.5 – 66.3 + 1.2 – 1.2
Earnings after income taxes + 49.8 – 47.1 – 76.2 + 91.9
Pound sterling / US dollar
Revaluation reserve + 58.9 – 58.3 + 0.9 – 0.9
Earnings after income taxes + 406.7 – 481.4 – 18.4 + 28.3
€ / Swedish krona
Revaluation reserve + 0.1 – 0.1 – –
Earnings after income taxes + 0.1 – 0.1 – + 0.1
INTEREST RATE RISK
TUI Group is exposed to interest rate risks from floating-rate primary and derivative financial instruments.
Where interest-driven cash flows of floating-rate primary financial instruments are converted into fixed cash
flows using derivative hedges and the critical terms of the hedging transaction are the same as those of the
hedged items they are not exposed to an interest rate risk. No interest rate risk exists for fixed-interest
financial instruments carried at amortised cost.
Changes in market interest rates mainly impact floating-rate non-derivative financial instruments and deriv-
ative financial instruments entered into in order to reduce interest-induced cash flow fluctuations.
The table below presents the equity and earnings after income taxes effects of an assumed increase or
decrease in the market interest rate of 100 basis points (previous year 50 basis points) as at the balance
sheet date. The adjustment in the sensitivity of market prices from 50 basis points in the previous year to
100 basis points was based on the assumption that central banks are expected to continue with an aggressive
rate hike cycle in the coming months.
Sensitivity analysis – interest rate risk
€ million 30 Sep 2022 30 Sep 2021
Variable: Interest rate level for
floating interest-bearing debt
+ 100 basis
points
– 100 basis
points
+ 50 ba si s
points
– 50 ba si s
points
Earnings after income taxes – 0.3 + 0.4 + 2.9 – 2.9
IMPACT OF THE REFORM OF GLOBAL REFERENCE INTEREST RATE (IBORS)
The global reform of reference interest rates (IBORs) gives rise to uncertainties for TUI insofar as variable
reference interest rates that are available today, on which some transactions concluded in foreign currencies are
based, will no longer be available in the future or will be determined differently. At TUI, only non-derivative
risk positions are affected by these uncertainties. As in the previous year, there are no derivative risk positions.
With regard to the EURIBOR, there are no effects from the switch to accounting for non-derivative assets
and liabilities. The method of calculating the
EURIBOR had already been adjusted by the European Money
Market Institute in 2019 in order to ensure that the
EURIBOR conforms to the EU benchmark regulation.
According to the latest announcements, the
USD LIBOR quotations will not be published after June 30, 2023.
With reference to the
USD LIBOR, there are non-derivative liabilities at 30September2022 with carrying
amounts totalling € 492.7 m (previous year € 334.9 m) with a term beyond 30June2023. Of this amount,
€ 15.7 m (previous year € 0.1 m) relating to a bank facility with a contractual fallback clause. The other risk
positions relate to the leases or financing of aircraft. There is some residual risk with regard to the timeliness
and the content of the contract amendment needed.
TUI’s fleet management will enter into talks with the
226
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
counterparties in the coming months to agree on fallback clauses or to convert the existing agreements to
an alternative reference interest rate. No significant effects are expected from the
USD-LIBOR conversion,
which is still pending.
FUEL PRICE RISK
Due to the nature of its business operations, TUI Group is exposed to market price risks from the purchase
of fuel for the aircraft fleet and the cruise ships.
The tourism companies use financial derivatives to hedge their exposure to market price risks for the planned
consumption of fuel. They aim to take out cover ahead of the markets’ customer booking profiles in the
planned commodity requirements in the run-up to the tourism season. The different risk profiles of the
group companies operating in different source markets are taken into account, including the possibility of
levying fuel surcharges. The hedging volumes are adjusted for changes in planned consumption as identified
by the group companies. Target hedge ratios are regularly reviewed with the aim of matching hedge ratios
with the respective target hedging ratios for future seasons.
If the commodity prices, which underlie the fuel price hedges, increase or decrease by 15 % (previous year
+ 10 % / – 10 %), on the balance sheet date, the impact on equity and on earnings after income taxes would
be as shown in the table below. The adjustment in the sensitivity of market price to +/– 15 % was based on
the assumption that an above-average price volatility in fuel prices
could be expected to continue over the
coming months in the context of the current geo-political environment.
Sensitivity analysis – fuel price risk
€ million 30 Sep 2022 30 Sep 2021
Variable: Fuel prices for aircraft and ships + 15 % – 15 % + 10 % – 10 %
Revaluation reserve + 13.5 – 26.0 + 2.1 – 2.0
Earnings after income taxes + 15.0 – 3.0 + 10.1 – 10.1
OTHER PRICE RISKS
Apart from the financial risks that may result from changes in exchange rates, commodity prices and interest
rates,
TUI Group is not exposed to significant price risks at the balance sheet date.
CREDIT RISK
The credit risk in non-derivative financial instruments results from the risk of counterparties defaulting on
their contractual payment obligations.
Maximum credit risk exposure corresponds in particular to the total of the recognised carrying amounts of
the financial assets (including derivative financial instruments with positive market values). Furthermore,
there are no material financial guarantees for the discharge of liabilities. Where legally enforceable, financial
assets and liabilities are netted. Credit risks are reviewed closely on conclusion of the contract and continu-
ally monitored thereafter in order to swiftly respond to potential impairment in a counterparty’s solvency.
Responsibility for handling the credit risk is generally held by the Group company holding the receivable.
Since
TUI Group operates in many different business areas and regions, significant credit risk concentrations
of receivables from and loans to specific debtors or groups of debtors are not to be expected. A significant
concentration of credit risks related to specific countries is not to be expected either. As in the previous year,
at the balance sheet date, there is no material collateral held, or other credit enhancements that reduce the
maximum credit risk. Collateral held relates exclusively to financial assets of the category trade receivables
and other receivables. The collateral mainly comprises collateral for financial receivables granted and maturing
in more than one year and / or with a volume of more than € 1.0 m. Real property rights, directly enforceable
guarantees, bank guarantees and comfort letters are used as collateral.
Credit management also covers
TUI Group’s derivative financial instruments. The maximum credit risk for
derivative financial instruments entered into is limited to the total of all positive market values of these
instruments since in the event of counterparty default asset losses would only be incurred up to that
amount. Since derivative financial instruments are concluded with different debtors, credit risk exposure is
reduced. The specific credit risks of individual counterparties are taken into account in determining the fair
values of derivative financial instruments. In addition, the counterparty risk is continually monitored and
controlled using internal bank limits.
IFRS9 requires entities to recognise expected losses for all financial assets held at amortised cost and for
financial assets constituting debt instruments and measured at
FVTOCI (Fair Value Through Other Compre-
hensive Income). In
TUI Group, the items affected are financial instruments recognised at amortised cost in
the following categories: trade receivables and other receivables with the sub-classes trade receivables,
advances and loans, other receivables and assets as well as lease receivables. Additional classes are other
financial assets and cash and cash equivalents. In determining expected losses,
IFRS9 distinguishes between
the general and the simplified approach to impairment.
227
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Under the general approach to impairment, financial assets are classified into three stages. Stage 1 is where
financial assets are recognised for the first time or where credit risk has not increased significantly since
initial recognition. At this stage, the expected bad debt losses that may arise from possible default events
within the next 12 months after the respective balance sheet date are reported. For financial assets in stage
1, entities are required to recognise 12-month Expected Credit Losses (
ECL). Stage 2 is where credit risk has
increased significantly since initial recognition. Stage 3 includes financial assets that additionally have objec-
tive evidence of impairment alongside the criteria of stage 2. Stages 2 and 3 show lifetime
ECL.
Under the simplified approach to impairment, a loss allowance is carried at an amount equal to life-time
ECL
at initial recognition for trade receivables and lease receivables, regardless of the credit quality of the ac-
counts receivable and the lease receivables.
TUI uses a provision matrix to determine the expected loss for
trade receivables and lease receivables. Average historical observed default rates are determined for the
following maturity bands. Not overdue, less than 30 days past due, 30 – 90 days, 91 – 180 days and more than
180 days past due. The loss rates determined are adjusted by credit default swap (
CDS) rates in order to
take account of forward-looking information. The adjusted loss rates are based on average rates for the past
few years. The economic environment of the relevant geographical regions is taken into account through a
weighting of
CDS rates. All model parameters mentioned above are regularly reviewed and updated.
Under the simplified approach to impairment, trade receivable and lease receivables are transferred to Stage
3 when there is any objective evidence of impairment. In principle
TUI Group classifies whether a trade re-
ceivable is to be transferred to Stage 3 on an individual basis, depending on the region, after 180 days at the
earliest. In the event of insolvencies or other objective indications of impairment before this date, a transfer
to stage 3 is made earlier. If a receivable is more than 180 days overdue, it is assumed to be impaired and, in
the event of uncollectibility, generally written down in full. Objective evidence of impairment of lease receiv-
ables includes, for example, significant financial difficulties on the part of the debtor, breach of contract
(default or delay in interest and repayment) or concessions made for economic or contractual reasons in
connection with the debtor’s financial difficulties.
For all other financial assets carried at amortised cost impairments are determined in accordance with the
general approach.
For cash and cash equivalents, the low credit risk exemption of
IFRS9 is applied, according to which financial
instruments with a low default risk at the time of acquisition can be classified in stage 1 of the impairment
model. Cash and cash equivalents include, for instance, cash in hand or bank balances that are exclusively
due to counterparties with a high credit rating. In accordance with stage 1 of the impairment hierarchy, a risk
provision corresponding to the 12-month credit loss is recorded in cash and cash equivalents upon initial
recognition. At each balance sheet date, a verification is made as to whether the counterparties continue to
have a rating of investment grade quality. As the corresponding financial assets have a maximum term of
3 months, the impairment requirement is very low. A transfer from Stage 1 to Stage 2 or 3 has no practical
relevance, as the business relationship would be terminated immediately in the case of a corresponding event.
For material advances and loans and other receivables and assets, the expected credit losses are determined
by multiplying the probability of default with the loss given default and the exposure of default.
TUI Group
determines the probabilities of default on the basis of an internal rating model. As part of
TUI Group’s busi-
ness model, the ratings of debtors for material receivables are evaluated on the basis of this internal rating.
Category 1 of the rating model contains the debtors with the highest credit rating, whereas the debtors with
the lowest credit rating are classified in the category 7. If the credit risk has not significantly deteriorated
since initial recognition, 12-month credit losses are determined (stage 1). In the event of a significant increase
in the credit risk, the lifetime-expected credit loss is determined (stage 2). A significant increase in the
default risk is assumed on the basis of the internal rating and other relevant information such as changes in
the economic, regulatory or technological environment.
If there is any objective evidence of impairment, a transfer is made to Stage 3.
The gross carrying amount of a financial asset of all classes of financial instruments recognised at amortised
cost is written off when there is no longer the expectation of full or partial recovery a financial asset following
an appropriate assessment. For individual customers the gross carrying amount is usually written off by the
Group companies based on past experience of recoveries of such assets in the country specific business
environment if the financial asset is no longer expected to be collected due to days overdue. For corporate
customers,
TUI Group’s businesses conduct an individual assessment about the timing and the amount of
write off based on whether there is a reasonable expectation of recovery. TUI Group does not expect significant
recovery of amounts written off. However, written-off financial assets may still be subject to enforcement
actions to collect overdue receivables.
For advances and loans, other receivables and assets as well as other financial assets, the expected credit
losses are determined on a portfolio basis. In significant individual cases, this portfolio approach is deviated
from, as the relevant information for determining the expected loss is available at the stage of the individual
instrument. TUI Group ensures that solely financial assets with similar credit risk characteristics are combined,
e. g. type of product and geographical region. TUI Group initially carries the credit loss based on a loss rate
expected for the next twelve months. This loss rate is adjusted at regular intervals depending on the macro-
economic market environment. If the credit risk increases significantly, the lifetime expected credit loss is
determined (Stage 2). The assessment of a significant increase in the credit risk, because of the past due
status of the instruments, is determined in
TUI Group on an individual basis by region, change in default
risk-related market data or change in contractual conditions, among other factors. Depending on the port-
folio, a reclassification to stage 2 is regularly made if the overdue amount is more than 30 days past due. If
there is objective evidence of impairment, the instrument is transferred to Stage 3.
228
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
In principle, the general approach assumes that the default risk of financial assets has increased significantly
since initial recognition if contractual payments are more than 30 days overdue. However, this can be refuted
by TUI Group’s available appropriate and comprehensible information. The assessment of the objective
evidence of impairment for all instruments falling within the scope of the general model is based on the
following indicators: e. g. severe financial difficulties of the debtor, breach of contract (default or delinquency
in interest or principal payment) or concessions made for economic or contractual reasons in connection
with financial difficulties of the debtor. As a result, such instruments are usually written off in full.
CDS rates are used as forward-looking information in the general impairment model, too.
TUI Group recognises an impairment gain or loss on all financial assets with a corresponding adjustment of
the carrying amount through a provision for impairment.
As at 30September2022, trade receivables were impaired in the amount of € 59.5 m (previous year € 71.6 m).
The following overview shows a maturity analysis of the impairments.
Ageing structure of impairment of financial instruments classified as trade receivables
30 Sep 2022
€ million
Gross value Impairment Net value Impairment
ratio
Trade receivables
Not overdue 271.9 6.8 265.1 5 – 25 %
Overdue less than 30 days 95.9 11.6 84.3 10 – 30 %
Overdue 30 – 90 days 35.4 12.3 23.1 15 – 35 %
Overdue 91 – 180 days 17.5 8.5 9.0 20 – 45 %
Overdue more than 180 days 38.0 20.3 17.7 50 – 75 %
Tot al 458.7 59.5 399.2
Ageing structure of impairment of financial instruments classified as trade receivables
30 Sep 2021
€ million
Gross value Impairment Net value Impairment
ratio
Trade receivables
Not overdue 184.5 17.9 166.6 5 – 25 %
Overdue less than 30 days 76.2 19.4 56.8 10 – 30 %
Overdue 30 – 90 days 20.8 9.6 11.2 15 – 35 %
Overdue 91 – 180 days 16.3 2.7 13.6 20 – 45 %
Overdue more than 180 days 33.6 22.0 11.6 50 – 75 %
Tot al 331.4 71.6 259.8
Impairments of lease receivables have developed as follows:
Ageing structure of impairment of financial instruments classified as lease receivables
30 Sep 2022
€ million
Gross value Impairment Net value Impairment
ratio
Lease receivables
Not overdue 9.8 0.2 9.6 5 – 25 %
Overdue less than 30 days – – – 10 – 30 %
Overdue 30 – 90 days – – – 15 – 35 %
Overdue 91 – 180 days – – – 20 – 45 %
Overdue more than 180 days – – – 50 – 75 %
Tot al 9.8 0.2 9.6
229
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Ageing structure of impairment of financial instruments classified as lease receivables
30 Sep 2021
€ million
Gross value Impairment Net value Impairment
ratio
Lease receivables
Not overdue 11.4 0.3 11.1 5 – 25 %
Overdue less than 30 days – – – 10 – 30 %
Overdue 30 – 90 days – – – 15 – 35 %
Overdue 91 – 180 days – – – 20 – 45 %
Overdue more than 180 days – – – 50 – 75 %
Tot al 11.4 0.3 11.1
The following tables show the development of impairment losses on financial instruments in the category
Other receivables and assets and in the category advances and loans, in each case less the amounts shown
for the corresponding category in the table of the default risk below.
Ageing structure of impairment of financial instruments classified as other receivables and assets
30 Sep 2022
€ million
Gross value Impairment Net value Impairment
ratio
Other receivables and assets
Not overdue 642.1 2.3 639.8 5 – 25 %
Overdue less than 30 days – – – 10 – 30 %
Overdue 30 – 90 days 3.4 3.4 – 15 – 35 %
Overdue 91 – 180 days 0.2 – 0.2 20 – 45 %
Overdue more than 180 days 1.1 0.3 0.8 50 – 75 %
Tot al 646.8 6.0 640.8
Ageing structure of impairment of financial instruments classified as other receivables and assets
30 Sep 2021
€ million
Gross value Impairment Net value Impairment
ratio
Other receivables and assets
Not overdue 223.8 9.1 214.7 5 – 25 %
Overdue less than 30 days 0.2 – 0.2 10 – 30 %
Overdue 30 – 90 days 0.2 – 0.2 15 – 35 %
Overdue 91 – 180 days 0.9 – 0.9 20 – 45 %
Overdue more than 180 days 2.0 0.1 1.9 50 – 75 %
Tot al 227.1 9.2 217.9
Impairments of advances and loans developed as follows:
Ageing structure of impairment of financial instruments classified as advances and loans
30 Sep 2022
€ million Gross value Impairment Net value
Advances and loans
Not overdue 23.0 15.6 7.4
Overdue less than 30 days – – –
Overdue 30 – 90 days 0.1 0.1 –
Overdue 91 – 180 days – – –
Overdue more than 180 days 5.6 5.6 –
Tot al 28.7 21.3 7.4
230
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Ageing structure of impairment of financial instruments classified as advances and loans
30 Sep 2021
€ million Gross value Impairment Net value
Advances and loans
Not overdue 40.4 28.4 12.0
Overdue less than 30 days – – –
Overdue 30 – 90 days 0.1 – 0.1
Overdue 91 – 180 days – – –
Overdue more than 180 days 1.6 1.2 0.4
Tot al 42.1 29.6 12.5
The material single items in the following table, ‘Default risk on financial instruments classified as advances
and loans, as other receivables or as other financial assets’ are disclosed based on an internal rating. In the
past financial year, there was a stage transfer in the individual items listed there in the category of advances
and loans to related companies from stage 2 to stage 3 in the amount of € 6.2 m (previous year two transfers
from stage 1 to stage 2 totaling € 9.7 m).
231
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Default risk on financial instruments classified as advances and loans, as other receivables or as other financial assets
30 Sep 2022 30 Sep 2021
€ million
Impairment
Stage
Rating Gross value Impairment Net value Gross value Impairment Net value
Loans to related parties
Advances and loans 1 internal: class 2 21.9 – 0.6 21.3 25.0 – 0.2 24.8
Advances and loans 3 internal: class 5 6.2 – 3.6 2.6 – – –
Other receivables 1 internal: class 2 – – – 0.5 – 0.5
Loans to hotels
Advances and loans 1 internal: class 5 10.4 – 1.8 8.6 7.8 – 0.5 7.3
Advances and loans 2 internal: class 5 30.0 – 3.3 26.7 29.0 – 1.5 27.5
Other receivables 3 internal: class 3 41.0 – 13.8 27.2
Loans to other companies
Advances and loans 1 internal: class 2 – – – 130.0 – 0.1 129.9
Other financial assets 1 internal: class 1 34.6 – 0.2 34.4 – – –
Other receivables 1 internal: class 2 – – – 89.2 – 0.2 89.0
Other financial assets 1 external 45.1 – 0.1 45.0 – – –
Other financial assets carried at amortised cost at an amount of € 85.8 m (previous year € 12.1 m) relate to
short-term deposits with banks. The full amount of these investments with a gross amount of € 86.2 m
(previous year € 12.7 m) is not overdue. Impairments of € 0.5 m (previous year € 0.7 m) were carried in the
framework of risk provisioning.
In the financial year 2022, there were cash inflows of € 4.8 m from impaired interest-bearing trade receivables
and other receivables (previous year no significant cash inflows).
The tables below show a reconciliation of the loan loss provisions for financial assets, measured at amortised
cost, for which loan loss provisions are determined using the general approach or the simplified approach.
232
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Change in risk provisions for financial assets measured at amortised cost in the classes advances
and loans, other receivables and assets and other financial assets
€ million
Stage 1
12-month-
ECL
Stage 2
lifetime-
ECL
(not impaired)
Stage 3
lifetime-
ECL
(impaired)
To t a l
Risk provisioning as at 1 Oct 2020 66.2 4.8 – 71.0
Exchange differences 0.1 – – 0.1
Addition of impairments on newly issued /
acquired financial assets
18.7 – – 18.7
Transfer to stage 2 lifetime ECL (not impaired) – 9.7 9.7 – –
Unrequired impairments on financial assets derecog-
nised during the period and use of impairments
47.7 0.2 – 47.9
Risk provisioning as at 30 Sep 2021 27.6 14.3 – 41.9
Risk provisioning as at 1 Oct 2021 27.6 14.3 – 41.9
Addition of impairments on newly issued /
acquired financial assets
2.3 1.8 20.8 24.9
Transfer to stage 3 lifetime ECL (impaired) – 7.4 – 12.8 20.2 –
Unrequired impairments on financial assets derecog-
nised during the period and use of impairments
15.9 – – 15.9
Risk provisioning as at 30 Sep 2022 6.6 3.3 41.0 50.9
As at 30September2022, risk provisioning totals € 19.8 m (previous year € 9.4 m) for the other receivables
and assets class and € 0.5 m (previous year € 0.7 m) for the other financial assets class as well as € 30.6 m
(previous year € 31.8 m) for the advances and loans class.
As at 30September, 2022, three instruments in class other receivables and assets and eight instruments in
class advances and loans were reported in stage 3 (previous year no instruments in stage 3). There were no
currency differences (previous year € 0.1 m). There was no change in the scope of consolidation (previous
year no changes). Transfers were made between the stages of the impairment model in the advances and
loans class. In the amount of € 6.6 m from stage 1 to stage 3 and in the amount of € 12.8 m from stage 2 to
stage 3 (previous year transfer from stage 1 to stage 2: € 9.7 m). A transfer of € 0.8 m from stage 1 to stage
3 was made in the other receivables and assets class (previous year no transfer).
The largest single item in the use of impairments in class advances and loans amounts to € 9.5 m. The models
were adjusted with regard to the risk parameters used in terms of the loss rate in line with the macroeconomic
market environment. This resulted in a lower risk provision of € 6.2 m (previous year € 21.2 m).
Change in risk provisions for financial assets measured at amortised cost classified
as trade receivables
€ million
Lifetime ECL
simplified approach
Risk provisioning as at 1 Oct 2020 86.2
Exchange differences 0.7
Changes in the group of consolidated companies 0.1
Addition of impairments on newly issued / acquired financial assets 30.1
Unrequired impairments on financial assets derecognised during the period and use of impairments
45.5
Risk provisioning as at 30 Sep 2021 71.6
Risk provisioning as at 1 Oct 2021 71.6
Exchange differences 0.7
Addition of impairments on newly issued / acquired financial assets 23.6
Other changes 1.3
Unrequired impairments on financial assets derecognised during the period and use of impairments 37.7
Risk provisioning as at 30 Sep 2022 59.5
233
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Change in risk provisions for financial assets measured at amortised cost classified
as lease receivables
€ million
Lifetime ECL
simplified approach
Risk provisioning as at 1 Oct 2020 27.1
Exchange differences 0.3
Unrequired impairments on financial assets derecognised during the period and use of impairments 27.1
Risk provisioning as at 30 Sep 2021 0.3
Risk provisioning as at 1 Oct 2021 0.3
Exchange differences – 0.3
Unrequired impairments on financial assets derecognised during the period and use of impairments – 0.2
Risk provisioning as at 30 Sep 2022 0.2
The tables below show a reconciliation of gross carrying amounts for financial assets measured at amortised
cost:
Change in gross carrying amounts classified as advances and loans
€ million
Stage 1
12-month-
ECL
Stage 2 life-
time-
ECL
(not impaired)
Stage 3 life-
time-
ECL
(impaired)
To t a l
Gross carrying amounts as at 1 Oct 2020 285.8 63.4 – 349.2
Addition of assets 37.7 – – 37.7
Reduction of assets – 124.9 – 28.1 – – 153.0
Transfer to lifetime-ECL (Stage 2) – 9.7 9.7 – –
Gross carrying amounts as at 30 Sep 2021 188.9 45.0 – 233.9
Gross carrying amounts as at 1 Oct 2021 188.9 45.0 – 233.9
Addition of assets 13.2 1.0 2.3 16.5
Reduction of assets – 153.1 – – – 153.1
Transfer to impaired financial assets (Stage 3) – 9.1 – 16.0 25.1 –
Gross carrying amounts as at 30 Sep 2022 39.9 30.0 27.4 97.3
As of 30September2022, instruments of the classes loans and advances amounting to € 27.4 m are reported
in stage 3. There were no significant changes or modifications. There were transfers of € 9.1 m from stage 1
to stage 3 and of € 16.0 m from stage 2 to stage 3 (previous year transfers between stage 1 and 2: € 9.7 m).
Change in gross carrying amounts classified as other receivables and assets
and other financial assets
€ million
Stage 1
12-month-
ECL
Stage 3 life-
time-
ECL
(impaired)
To t a l
Gross carrying amounts as at 1 Oct 2020 460.6 – 460.6
Addition of assets 318.6 – 318.6
Reduction of assets – 449.6 – – 449.6
Gross carrying amounts as at 30 Sep 2021 329.6 – 329.6
Gross carrying amounts as at 1 Oct 2021 329.6 – 329.6
Addition of assets 685.4 44.4 729.8
Reduction of assets – 285.3 – – 285.3
Transfer to impaired financial assets (Stage 3) – 7.7 7.7 –
Gross carrying amounts as at 30 Sep 2022 722.0 52.1 774.1
As at 30September2022, instruments in the classes of other receivables and assets and other financial
assets amounting to € 52.1 m were reported in stage 3. There were no significant changes or modifications.
There were transfers from stage 1 to stage 3 amounting to € 7.7 m. (Previous year no transfers between
stages 1 – 3). No newly issued or acquired instruments were impaired at the date of addition.
234
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Change in gross carrying amounts of assets classified as trade receivables
€ million
Lifetime ECL
simplified
approach
Gross carrying amounts as at 1 Oct 2020 237.4
Addition of assets 331.4
Reduction of assets – 237.4
Gross carrying amounts as at 30 Sep 2021 331.4
Gross carrying amounts as at 1 Oct 2021 331.4
Addition of assets 458.7
Reduction of assets – 331.4
Gross carrying amounts as at 30 Sep 2022 458.7
Change in gross carrying amounts of assets classified as lease receivables
€ million
Lifetime ECL
simplified
approach
Gross carrying amounts as at 1 Oct 2020 40.5
Addition of assets 10.1
Reduction of assets – 39.2
Gross carrying amounts as at 30 Sep 2021 11.4
Gross carrying amounts as at 1 Oct 2021 11.4
Addition of assets 9.8
Reduction of assets – 11.4
Gross carrying amounts as at 30 Sep 2022 9.8
LIQUIDITY RISK
Liquidity risks arise from TUI Group being unable to meet its short-term financial obligations and the resulting
increases in funding costs. TUI Group has established an internal liquidity management system to secure
TUI Group’s liquidity at all times and consistently comply with contractual payment obligations. To that end,
TUI Group’s liquidity management system uses the opportunities of physical and virtual cash pooling for
more efficient liquidity pooling. It also uses credit lines to compensate for the seasonal fluctuations in liquidity
resulting from the tourism business. The core credit facility is a syndicated revolving credit facility totalling
€ 3.6 bn agreed with the previous syndicate banks and KfW Bank, which has been included due to the
COVID-19 pandemic.
Details of the financing transactions are presented in the section ‘Going-concern reporting in accordance
with the
UK Corporate Governance Code’.
As in the previous year, no material assets were deposited as collateral for liabilities. Moreover, the Group
companies participating in the cash pool are jointly and severally liable for financial liabilities from cash pooling
agreements.
The tables provided below list the contractually agreed (undiscounted) cash flows of all primary financial
liabilities as at the balance sheet date. Planned payments for future new liabilities were not taken into
account. Where financial liabilities have a floating interest rate, the forward interest rates fixed at the balance
sheet date were used to determine future interest payments. Financial liabilities cancellable at any time are
allocated to the earliest maturity band.
The analysis of cash flows from derivative financial instruments shows the contractually agreed (undiscounted)
cash flows by maturity of foreign exchange hedges of all liabilities and receivables that existed at the balance
sheet date. Derivative financial instruments used to hedge other price risks are included in the analysis with
their contractually agreed (undiscounted) cash flows by maturity from all financial receivables and liabilities
at the balance sheet date.
Cash flow of financial instruments – financial and lease liabilities (30 Sep 2022)
Cash outflow until 30 Sep
up to 1 year 1 – 2 years 2 – 5 years more than 5 years
€ million
repay-
ment
interest repay-
ment
interest repay-
ment
interest repay-
ment
interest
Financial liabilities
Convertible bonds – – 29.5 – – 29.5 – – 88.4 – 589.6 – 29.5
Bonds – – 5.6 – – 5.6 – 58.7 – 11.2 – –
Liabilities to banks – 280.0 – 65.3 – 600.9 – 44.0 – 312.8 – 36.5 – 188.9 – 16.7
Other financial debt – 26.4 – 1.6 – 44.9 – 2.0 – 16.9 – 0.5 – –
Trade payables – 3,316.5 – – – – – – –
Other financial liabilities – 174.7 – 0.3 – 0.3 – – 2.5 – – –
Lease liabilities – 698.8 – 60.8 – 655.7 – 69.8 – 1,012.4 – 182.5 – 840.7 – 393.4
235
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Cash flow of financial instruments – financial and lease liabilities (30 Sep 2021)
Cash outflow until 30 Sep
up to 1 year 1 – 2 years 2 – 5 years more than 5 years
€ million
repayment interest repayment interest repay-
ment
interest repay-
ment
interest
Financial liabilities
Convertible bonds – – 29.5 – – 29.5 – – 88.4 – 589.6 – 59.0
Bonds – – 14.3 – – 14.3 – 150.0 – 42.8 – –
Liabilities to banks – 247.6 – 107.7 – 223.1 – 105.6 – 2,040.1 – 85.2 – 101.8 – 6.2
Other financial debt – 23.5 – 21.7 – 42.9 – – 0.2 – 0.2 – –
Trade payables – 2,052.4 – – – – – – –
Other financial liabilities – 313.2 – 1.1 – 1.0 – – 2.2 – – –
Lease liabilities – 623.3 – 66.2 – 727.1 – 70.6 – 1,011.0 – 176.8 – 868.0 – 362.5
Cash flow of derivative financial instruments (30 Sep 2022)
Cash in- / outflow until 30 Sep
€ million
up to 1 year 1 – 2 years 2 – 5 years more than
5 years
Derivative financial instruments
Hedging transactions – inflows + 156.2 – – –
Hedging transactions – outflows – 185.1 – – –
Other derivative financial instruments – inflows + 630.3 – – –
Other derivative financial instruments – outflows – 665.7 – – –
Cash flow of derivative financial instruments (30 Sep 2021)
Cash in- / outflow until 30 Sep
€ million
up to 1 year 1 – 2 years 2 – 5 years more than
5 years
Derivative financial instruments
Hedging transactions – inflows + 57.6 – – –
Hedging transactions – outflows – 57.8 – – –
Other derivative financial instruments – inflows + 513.8 + 52.1 – –
Other derivative financial instruments – outflows – 531.5 – 65.5 – 2.4 –
The derivative financial instruments carried as Other derivative financial instruments are derivatives not
designated as hedging instruments according to
IAS39.
For further information for hedging strategies and risk management see also the remarks in the Risk Report
section of the Management Report.
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGES
STRATEGY AND GOALS
In accordance with TUI Group’s policy, derivatives are allowed to be used if they are based on underlying
recognised assets or liabilities, firm commitments or forecast transactions. Hedge accounting based on the
rules of
IAS39 is applied to forecasted transactions. In the completed financial year, hedges consisted of
cash flow hedges.
Derivative financial instruments in the form of fixed-price transactions and options as well as structured
products are used to limit currency, interest rate and fuel risks.
The
COVID-19 pandemic significantly impacted business operations and the existing hedging strategy for
currency risks and fuel price risks. Due to numerous travel restrictions and limitations in the past three
financial years, the occurrence of numerous hedged underlying transactions could no longer be assessed as
highly likely, causing a rapid decline in fuel price and currency hedge requirements and therefore requiring
the prospective termination of these hedges.
For the hedges so affected, occurrence of the underlying transactions can no longer be expected for a future
point in time, so that the accrued amounts from the change in the value of the hedging instruments were
reclassified from cash flow hedge reserve (
OCI) to the cost of sales in the income statement. Despite the
significant increase in bookings, €+ 0.4 m were reclassified from foreign currency hedges in the reporting
period. During financial year 2022 only foreign currency hedges have been de-designated as the highly
expected forecasted transactions did not occur.
236
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Furthermore, the strong increase in TUI’s credit risk had a direct impact on the retrospective hedge effec-
tiveness test. As a result, fuel price, interest rate and currency hedges had to be terminated as they no
longer met the effectiveness requirements of
IAS39. All future changes in the value of these de-designated
hedges are also taken to the cost of sales respectively in the financial result in the case of interest rate hedges
in the income statement through profit and loss and recognised as other derivative financial instruments
from the date of the termination of the cash flow hedge accounting. At 30September2022, the fair value of
these reclassified fuel price hedges totalled € 21.6 m at a nominal value of € 153.5 m, while the fair value of
the interest rate hedges amounted to € 5.7 m at a nominal volume of € 358.1 m and the fair value of currency
hedges totalled € 10.4 m at a nominal volume of € 68.7 m.
CASH FLOW HEDGES
At 30September2022, hedges existed to manage cash flows in foreign currencies with maturities of up to
two years (previous year up to two years). The fuel price hedges had terms of up to one year (previous year
up to one year). Hedges to protect variable interest payment obligations are currently not in the portfolio
(previous year none). The impact on profit or loss for the period is at the time the expected cash inflow
occurs.
Nominal amounts of derivative financial instruments used
30 Sep 2022
Remaining term
€ million
up to
1 year
more than
1 year
To t a l
Average
hedged
rate / price
Currency hedges
Forwards 2,535.6 2.4 2,538.0
Forwards EUR / GBP 1,013.5 – 1,013.5 1.1582
Forwards EUR / USD 464.7 2.4 467.1 0.9627
Forwards GBP / USD 878.6 – 878.6 0.8368
Forwards EUR / SEK 63.5 – 63.5 0.0942
Other currencies 115.3 – 115.3
Commodity hedges
Swaps 165.2 – 165.2
Jet fuel 154.8 – 154.8 1,088.90
Marine fuel 10.4 – 10.4 674.27
Other fuels – – – –
Other derivative financial instruments 3,743.2 53.6 3,796.8
237
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Nominal amounts of derivative financial instruments used
30 Sep 2021
Remaining term
€ million
up to
1 year
more than
1 year
Total
Average
hedged
rate / price
Currency hedges
Forwards 131.2 0.4 131.6
Forwards EUR / GBP 17.0 – 17.0 1.1712
Forwards EUR / USD 76.4 – 76.4 0.8602
Forwards GBP / USD 12.9 – 12.9 0.7223
Forwards EUR / SEK 19.5 – 19.5 0.0982
Other currencies 5.4 0.4 5.8
Commodity hedges
Swaps 26.9 – 26.9
Jet fuel 26.9 – 26.9 538.06
Marine fuel – – – –
Other fuels – – – –
Other derivative financial instruments 1,950.3 505.3 2,455.6
Other derivative hedging instruments comprise the nominal values of hedges not designated for hedge
accounting. TUI Group exclusively enters into derivative financial instruments for hedging purposes. Depen
d-
ing on the type of the hedged underlying transaction,
TUI exercises the option to apply hedge accounting
according to
IAS39. Due to the COVID-19 pandemic, a large number of hedges according to IAS39 had to be
terminated. Accordingly, the derivative financial instruments underlying these hedges are shown under Other
derivative financial instruments.
The nominal values correspond to the total of all purchase and sale amounts underlying the transactions or
the respective contract values of the transactions.
In order to hedge the risks of fluctuations in future cash flows from currency, interest rate and fuel price
risks,
TUI regularly enters into hedges. The planned transactions, i. e. the underlying transactions, are used
to determine the ineffective portions of hedges designated as cash flow hedges. In designating cash flow
hedges, only the spot rate component is included in hedge accounting as a hedge for some forward exchange
transactions, while the interest component of these financial instruments is shown separately in all relevant
tables under Other derivative financial instruments, in line with derivatives not designated as hedging
instruments according to IAS39.
Disclosures on underlying transactions of cash flow hedges
30 Sep 2022
€ million
Fair Value
changes to
determine
inefficient
portions
Balance of
hedging
reserve of
active cash
flow hedges
Hedging
reserve
completed
(ended) cash
flow hedges
Interest rate risk hedges – – – 30.6
Currency risk hedges – 121.7 121.6 1.4
Fuel price risk hedges 23.8 – 22.9 – 19.3
Hedging – 97.9 98.7 – 48.5
Tot al – 97.9 98.7 – 48.5
Disclosures on underlying transactions of cash flow hedges
30 Sep 2021
€ million
Fair Value
changes to
determine
inefficient
portions
Balance of
hedging
reserve of
active cash
flow hedges
Hedging
reserve
completed
(ended) cash
flow hedges
Interest rate risk hedges – – – 31.0
Currency risk hedges – 0.9 0.9 3.9
Fuel price risk hedges – 3.7 3.2 – 33.7
Hedging – 4.6 4.1 – 60.8
Tot al – 4.6 4.1 – 60.8
238
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
In accounting for cash flow hedges, the effective portions of the hedging relationships have to be recognised
in
OCI outside profit and loss. Any additional changes in the fair value of the designated components are
recognised as ineffective portions in cost of sales. The table below presents the development of OCI in
financial year 2022.
Development of OCI
30 Sep 2022
€ million
Interest
rate risk
Currency risk Fuel price risk To t a l
Gain or loss from fair value changes of
hedges within hedge accounting
– 30.6 123.0 – 42.2 50.2
recognised in equity – 30.6 123.0 – 42.2 50.2
Reclassification from cash flow hedge
reserve to income statement
– 1.4 4.1 – 22.0 – 19.3
due to early termination of the hedge – 0.5 – 0.5
due to recognition of the
underlying transaction – 1.4 3.6 – 22.0 – 19.8
Development of OCI
30 Sep 2021
€ million
Interest
rate risk
Currency risk Fuel price risk Total
Gain or loss from fair value changes of
hedges within hedge accounting
– 31.0 4.8 – 30.5 – 56.7
recognised in equity – 31.0 4.8 – 30.5 – 56.7
Reclassification from cash flow hedge
reserve to income statement
– 3.0 – 45.7 – 116.3 – 165.0
due to early termination of the hedge – – 11.4 – 10.8 – 22.2
due to recognition of the
underlying transaction
– 3.0 – 34.3 – 105.5 – 142.8
In the reporting period, expenses of € 18.4 m (previous year expenses of € 139.8 m) from currency hedges
and derivative financial instruments used to hedge the impact of exposure to fuel price risks was recognised
in the cost of sales. Interest rate hedges result in expenses of € 1.4 m (previous year expenses of € 3.0 m),
carried in net interest income. Expense of € 1.3 m (previous year income of € 0.2 m) was recognised for the
ineffective portion of cash flow hedges.
FAIR VALUES OF DERIVATIVE FINANCIAL INSTRUMENTS
The fair values of derivative financial instruments generally correspond to the market value. The market
price determined for all derivative financial instruments is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
A description of the determination of the fair values of derivative financial instruments is provided with the
classification of financial instruments measured at fair value.
Positive and negative fair values of derivative financial instruments shown as receivables or liabilities
30 Sep 2022
€ million
Receivables
Liabilities
FV changes to
determine
ineffective
portions
Nominal
volume
Cash flow hedges for
currency risks 124.4 2.8 121.6 2,537.9
fuel price risks – 24.2 – 24.2 165.2
interest rate risks – – – –
Hedging 124.4 27.0 97.4 2,703.1
Other derivative financial instruments 134.7 33.7 – 3,796.7
Tot al 259.1 60.7 97.4 6,499.8
239
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Positive and negative fair values of derivative financial instruments shown as receivables or liabilities
30 Sep 2021
€ million
Receivables
Liabilities
FV changes to
determine
ineffective
portions
Nominal
volume
Cash flow hedges for
currency risks 1.3 0.4 0.9 131.6
fuel price risks 3.2 – 3.2 26.9
interest rate risks – – – –
Hedging 4.5 0.4 4.1 158.5
Other derivative financial instruments 57.8 23.4 – 2,455.6
Tot al 62.3 23.8 4.1 2,614.1
Financial instruments which are entered into in order to hedge a risk position according to operational criteria
but do not meet the criteria of IAS39 to qualify for hedge accounting are shown as other derivative financial
instruments. They include foreign currency transactions entered into in order to hedge against foreign
exchange-exposure to changes in the value of balance sheet items and foreign exchange fluctuations from
future expenses in tourism.
FINANCIAL INSTRUMENTS – ADDITIONAL DISCLOSURES
CARRYING AMOUNTS AND FAIR VALUES
Where financial instruments are listed in an active market, e. g. shares held and bonds issued, the fair value
or market value is the respective quotation in this market at the balance sheet date. For over-the-counter
bonds, debt components of bonds with warrants and convertible bonds, liabilities to banks, promissory
notes and other non-current financial liabilities, the fair value is determined as the present value of future
cash flows, taking account of yield curves and the respective credit spread, which depends on the credit rating.
In financial year 2022, the fair values of other current receivables and current liabilities to banks were deter-
mined in line with the past financial year, taking into account yield curves and the respective credit risk
premium (credit spread) based on credit rating. As a result, the assumption that the carrying amount
approximately corresponds to the fair value due to the short remaining term has been adjusted to the
current market conditions due to the
COVID-19 pandemic.
The fair values of non-current trade receivables and for parts of current other receivables and current other
financial assets as well as cash and cash equivalents, current other financial liabilities and trade payables
correspond to the present values of the cash flows associated with the assets, taking account of current
interest parameters which reflect market and counterparty-related changes in terms and expectations. In the
case of cash and cash equivalents, current trade receivables, other financial assets, current trade payables and
other financial liabilities the carrying amount approximates the fair value due to the short remaining term.
240
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
The table below shows the reconciliation of the balance sheet items to the financial instrument categories
by carrying amount and fair value of the financial instruments.
Carrying amounts and fair values according to classes and measurement categories according to IFRS9 as at 30 Sep 2022
Category according to IFRS9
€ million
Carrying amount
At amortised cost
Fair value with no
effect on profit and
loss without recycling
Fair value with no
effect on profit and
loss with recycling
Fair value
through profit
and loss
Fair value of
financial
instruments
Assets
Trade receivables and other receivables
thereof instruments within the scope of IFRS9 1,133.8 1,027.3 – – 106.5 1,124.5
thereof instruments within the scope of IFRS16 9.6 – – – – 9.9
Derivative financial instruments
Hedging transactions 124.4 – – 124.4 – 124.4
Other derivative financial instruments 134.7 – – – 134.7 134.7
Other financial assets 96.4 85.9 9.6 – 0.9 90.5
Cash and cash equivalents 1,736.9 1,736.9 – – – 1,736.9
Liabilities
Financial liabilities 2,051.3 2,051.3 – – – 1,656.7
Trade payables 3,316.5 3,316.5 – – – 3,316.5
Derivative financial instruments
Hedging transactions 27.0 – – 27.0 – 27.0
Other derivative financial instruments 33.7 – – – 33.7 33.7
Other financial liabilities 177.4 177.4 – – – 177.4
241
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Carrying amounts and fair values according to classes and measurement categories according to IFRS9 as at 30 Sep 2021
Category according to IFRS9
€ million
Carrying amount
At amortised cost
Fair value with no
effect on profit and
loss without recycling
Fair value with no
effect on profit and
loss with recycling
Fair value
through profit
and loss
Fair value of
financial
instruments
Assets
Trade receivables and other receivables
thereof instruments within the scope of IFRS9 769.2 661.1 – – 108.1 783.2
thereof instruments within the scope of IFRS16 11.1 – – – – 11.7
Derivative financial instruments
Hedging transactions 4.5 – – 4.5 57.8 4.5
Other derivative financial instruments 57.8 – – – 2.0 57.8
Other financial assets 24.4 12.1 10.3 – – 24.4
Cash and cash equivalents 1,583.9 1,586.1 – – – 1,586.1
Liabilities
Financial liabilities 3,320.7 3,320.8 – – – 3,359.7
Trade payables 2,052.4 2,071.9 – – – 2,071.9
Derivative financial instruments
Hedging transactions 0.4 – – 0.4 – 0.4
Other derivative financial instruments 23.4 – – – 23.4 23.4
Other financial liabilities 318.9 318.9 – – – 318.9
The amounts shown in the column ‘carrying amount’ (as shown in the balance sheet) in the tables above can
differ from those in the other columns of a particular row since the latter include all financial instruments.
That is the latter columns include financial instruments which are part of disposal groups according to
IFRS5. In the balance sheet, financial instruments, which are part of a disposal group, are shown as separate
items. If such financial instruments are included, further details on these financial instruments are explained
in the sections ‘Assets held for sale’ and ‘Liabilities related to assets held’.
The instruments measured at fair value through other comprehensive income within the other financial
as
sets class are investments in companies based on medium to long-term strategic objectives. Recording all
short-term fluctuations in the fair value in the income statement would not be in line with
TUI Group’s
strategy; these equity instruments were therefore designated as fair value through
OCI.
242
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Aggregation according to measurement categories under IFRS9 as at 30 Sep 2022
€ million
Carrying
amount of
financial
instruments
To t a l
Fair Value
Financial assets
at amortised cost 2,850.1 2,834.9
at fair value – recognised directly in equity without recycling 9.6 9.6
at fair value – through profit and loss 242.1 242.1
Financial liabilities
at amortised cost 5,545.2 5,150.6
at fair value – through profit and loss 33.7 33.7
Aggregation according to measurement categories under IFRS9 as at 30 Sep 2021
€ million
Carrying
amount of
financial
instruments
Total
Fair Value
Financial assets
at amortised cost 2,259.3 2,381.4
at fair value – recognised directly in equity without recycling 10.3 10.3
at fair value – through profit and loss 167.9 167.9
Financial liabilities
at amortised cost 5,711.6 5,750.5
at fair value – through profit and loss 23.4 23.4
FAIR VALUE MEASUREMENT
The table below presents the fair values of recurring, non-recurring and other financial instruments meas-
ured at fair value in line with the underlying measurement level. The individual measurement levels have
been defined as follows in line with the inputs:
• Level 1: (unadjusted) quoted prices in active markets for identical assets or liabilities.
• Level 2: inputs for the measurement other than quoted market prices included within Level 1 that are
observable in the market for the asset or liability, either directly (as quoted prices) or indirectly (derivable
from quoted prices).
• Level 3: inputs for the measurement of the asset or liability not based on observable market data.
Hierarchy of financial instruments measured at fair value as at 30 Sep 2022
Fair value hierarchy
€ million To t a l Level 1 Level 2 Level 3
Assets
Other receivables 106.5 – – 106.5
Other financial assets 10.5 – – 10.5
Derivative financial instruments
Hedging transactions 124.4 – 124.4 –
Other derivative financial instruments 134.7 – 134.7 –
Liabilities
Derivative financial instruments
Hedging transactions 27.0 – 27.0 –
Other derivative financial instruments 33.7 – 33.7 –
Hierarchy of financial instruments measured at fair value as at 30 Sep 2021
Fair value hierarchy
€ million Total Level 1 Level 2 Level 3
Assets
Other receivables 108.1 – – 108.1
Other financial assets 12.3 – – 12.3
Derivative financial instruments
Hedging transactions 4.5 – 4.5 –
Other derivative financial instruments 57.8 – 57.8 –
Liabilities
Derivative financial instruments
Hedging transactions 0.4 – 0.4 –
Other derivative financial instruments 23.4 – 23.4 –
At the end of every reporting period, TUI Group checks whether there are any reasons for reclassification to
or from one of the measurement levels. Financial assets and financial liabilities are generally transferred out
of Level 1 into Level 2 if the liquidity and trading activity no longer indicate an active market. The opposite
situation applies to potential transfers out of Level 2 into Level 1. In the reporting period, there were no
transfers between Level 1 and Level 2.
243
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Reclassifications from Level 3 to Level 2 or Level 1 are made if observable market price quotations become
available for the asset or liability concerned. In the reporting period there were no other transfers from or
to Level 3.
TUI Group records transfers from or to Level 3 at the date of the obligating event or occasion
triggering the transfer.
LEVEL 1 FINANCIAL INSTRUMENTS
The fair value of financial instruments for which an active market exists is based on quoted prices at the
reporting date. An active market exists if quoted prices are readily and regularly available from an exchange,
dealer, broker, pricing service or regulatory agency and these prices represent actual and regularly occurring
market transactions on an arm’s length basis. These financial instruments are classified as Level 1. The fair
values correspond to the nominal amounts multiplied by the quoted prices at the reporting date. Level 1
financial instruments primarily comprise shares in listed companies classified as at fair value through
OCI and
bonds issued classified as financial liabilities at amortised cost.
LEVEL 2 FINANCIAL INSTRUMENTS:
The fair values of financial instruments not traded in an active market, e. g., over-the-counter (OTC) deriva-
tives, are determined by means of valuation techniques. These valuation techniques make maximum use of
observable market data and minimise the use of group-specific assumptions. If all essential inputs for the
determination of the fair value of an instrument are observable, the instrument is classified as Level 2.
If one or several key inputs are not based on observable market data, the instrument is classified as Level 3.
The following specific valuation techniques are used to measure financial instruments:
• For over-the-counter bonds, debt components of warrant and convertible bonds, liabilities to banks,
promissory notes and other non-current financial liabilities as well as for current other receivables, current
financial liabilities and non-current trade and other receivables, the fair value is determined as the present
value of future cash flows, taking account of observable yield curves and the respective credit spread,
which depends on the credit rating.
•
The fair value of over-the-counter derivatives is determined by means of appropriate calculation methods,
e. g., by discounting the expected future cash flows. The forward prices of forward transactions are based
on the spot or cash prices, taking account of forward premiums and discounts. The fair values of optional
hedges are calculated on the basis of option pricing models. The fair values determined on the basis of the
group’s own systems are periodically compared with fair value confirmations of the external counterparties.
• Other valuation techniques, e. g., discounting future cash flows, are used to determine the fair values of
other financial instruments.
LEVEL 3 FINANCIAL INSTRUMENTS:
The table below presents the fair values of the financial instruments measured at fair value on a recurring
basis, classified as Level 3.
Financial assets measured at fair value in Level 3
€ million
Other receivables
IFRS9
Other financial
assets
IFRS9
Balance as at 1 Oct 2020 – 10.6
Additions 108.1 –
sale 108.1 –
Disposals – – 0.1
sale – – 0.1
Total gains or losses for the period – – 0.1
recognised in other comprehensive income – – 0.1
Foreign currency effects – 1.9
Balance as at 30 Sep 2021 108.1 12.3
Balance as at 1 Oct 2021 108.1 12.3
Disposals – 15.0 –
Total gains or losses for the period 13.4 – 1.4
recognised through profit and loss 13.4 – 0.1
recognised in other comprehensive income – – 1.3
Foreign currency effects – – 0.4
Balance as at 30 Sep 2022 106.5 10.5
EVALUATION PROCESS
The fair value of financial instruments in Level 3 has been determined by TUI Group’s financial department
using the discounted cash flow method. This involves the market data and parameters required for measure-
ment being compiled or validated. Non-observable input parameters are reviewed on the basis of internally
available information and updated if necessary.
In principle, the unobservable input parameters relate to the following parameters; the (estimated)
EBITDA
margin is in a range between 8.3 % and 24.0 % (previous year – 4.2 % and 22.5 %). The constant growth rate
is 1 % (previous year 1 %). The weighted average cost of capital (
WACC) is in a range between 9.5 %–11.3 %
(previous year 8.8 – 9.9 %). Due to materiality, no detailed figures have been provided. With the exception of
the
WACC, there is a positive correlation between the input factors and the fair value.
244
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
The decrease in the fair values of Other financial assets in Level 3 results from a measurement effect totalling
€ – 1.4 m and from foreign exchange effects totalling € – 0.4 m.
Financial instruments classified as Other financial assets include shares in corporations. The total fair value
of these financial investments at 30September2022 is € 9.6 m (previous year € 10.3 m). In the year under
review, there were no disposals (previous year € 0.1 m) of shares in corporations as part of the initial consol
i-
dation which were measured at fair value, as part of their first consolidation. None of these strategic financial
investments were sold in the completed financial year. Dividend payments of € 0.3 m (previous year € 0.0 m)
resulted from these financial investments.
At 30September2022, other receivables in accordance with
IFRS9 in Level 3 include a carrying amount of
€ 106.5 m (previous year € 108.1 m) for a variable purchase price receivable from the sale of Riu Hotels S. A.
in the prior year, measured as a financial instrument in the category
FVTPL. The fair value is determined
using a probability calculation for the future gross operating profit, taking account of contractual entitlements
to an additional purchase price demand and an appropriate risk-adjusted discount rate (1.99 % until 2.87 %
previous year – 0.33 % until – 0.22 %). Gross operating profit is defined as total revenue minus operating
expenses. The cash flows from the contractual claims depend solely on a number of contractually deter-
mined Riu hotels delivering the gross operating profit for calendar years 2022 and 2023.
The variable purchase price payment varies as a function of delivering the contractually fixed gross operating
profit. Its’ maximum amount is limited. At least 90 % of the target gross operating profit contractually agreed
for 2022 or 2023, respectively, has to be achieved in order to generate a variable purchase price payment. If
the 90 % target is not met, no further purchase price payment will be made. The maximum purchase price
payment totals € 112.4 m. Due to different expectations regarding target achievement, potential purchase
price payments vary between € 0 and € 112.4 m. At 30September2022, the contractually fixed target for
2022 had already been reached, thus the variable purchase price receivable related to 2022 was recognised
at its maximum amount (€ 87.7 m, previously € 69.9 m). After granting a discount, income of € 13.4 m was
recognised in the income statement.
TUI expects the hotels concerned to deliver around 100 % to 105 % in calendar year 2023. The current planning
for the relevant hotels (input parameters) is regularly reviewed by the responsible accounting staff.
A sensitivity analysis shows that an increase in the hotels’ gross operating profit of 10 % (regarding calendar
year 2023) would result in a change in the present value of the additional purchase price receivable of around
€ 2 m, while a reduction in gross operating profit of 10 % would result in a change in the present value of
around € – 24.4 m. An interest rate shift of + / – 100 basis points would alter the present value of the purchase
price receivable by around € 0.5 m.
EFFECTS ON RESULTS
The effects of remeasuring the financial assets carried at fair value through OCI as well as the effective
portions of changes in fair values of derivatives designated as cash flow hedges are listed in the statement
of changes in equity.
The net results of the financial instruments by measurement category according to
IFRS9 are as follows:
Net results of financial instruments
2022
€ million
from interest other
net results
net result
Financial assets 1.4 202.9 204.3
at amortised cost 1.4 40.1 41.5
at fair value through profit or loss – 162.8 162.8
Financial liabilities – 256.7 – 1.7 – 258.4
at amortised cost – 256.7 – 1.6 – 258.3
at fair value through profit or loss – – 0.1 – 0.1
Tot al – 255.3 201.2 – 54.1
Net results of financial instruments
2021
€ million
from interest other
net results
net result
Financial assets 1.3 140.3 141.6
at amortised cost 0.2 140.5 140.7
at fair value through profit or loss 1.1 – 0.2 0.9
Financial liabilities – 255.7 – 114.2 – 369.9
at amortised cost – 255.7 – 12.7 – 268.4
at fair value through profit or loss – – 101.5 – 101.5
Tot al – 254.4 26.1 – 228.3
245
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
NETTING
The following financial assets and liabilities are subject to contractual netting arrangements:
Offsetting of financial assets
Financial assets and
liabilities not set off in the
balance sheet
€ million
Gross
amounts of
financial
assets
Gross
amounts of
financial
liabilities set
off
Net amounts of
financial assets set off,
presented in the
balance sheet
Financial
liabilities
Collateral
received
Net amount
Financial assets as
at 30 Sep 2022
Derivative financial
assets
259.1 – 259.1 32.9 – 226.2
Cash and cash
equivalents
1,859.7 122.8 1,736.9 – – 1,736.9
Financial assets as
at 30 Sep 2021
Derivative financial
assets
62.3 – 62.3 11.1 – 51.2
Cash and cash
equivalents
1,691.2
*
107.3
*
1,583.9 – – 1,583.9
* Restated by € 49.5 m from a correction when determining the netted amount.
Offsetting of financial liabilities
Financial assets and
liabilities not set off in the
balance sheet
€ million
Gross
amounts of
financial
assets
Gross
amounts of
financial
assets set
off
Net amounts of
financial liabilities set
off, presented in the
balance sheet
Financial
assets
Collateral
granted
Net amount
Financial liabilities
as at 30 Sep 2022
Derivative financial
liabilities
60.7 – 60.7 32.9 – 27.8
Financial liabilities 2,174.1 122.8 2,051.3 – – 2,051.3
Financial liabilities
as at 30 Sep 2021
Derivative financial
liabilities
23.8 – 23.8 11.1 – 12.7
Financial liabilities 3,428.0
*
107.3
*
3,320.7 – – 3,320.7
* Restated by € 49.5 m from a correction when determining the netted amount.
Financial assets and financial liabilities are only netted in the balance sheet if a legally enforceable right to
netting exists and the Company concerned intends to settle on a net basis.
The contracts for financial instruments are based on standardised master agreements for financial deriva-
tives (including
ISDA Master Agreement, German master agreement for financial derivatives), creating a
conditional right to netting contingent on defined future events. Under the contractual agreements all
derivatives contracted with the corresponding counterparty with positive or negative fair values are netted
in that case, resulting in a net receivable or payable in the amount of the balance. As this conditional right to
netting is not enforceable in the course of ordinary business transactions and thus the criteria for netting
are not met, the derivative financial assets and liabilities are carried at their gross amounts in the balance
sheet at the reporting date.
Financial assets and liabilities in the framework of the cash pooling scheme are shown on a net basis if there
is a right to netting in ordinary business transactions and
TUI intends to settle on a net basis.
246
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(42) Capital management
TUI Group’s capital management ensures that our goals and strategies can be achieved in the interest of our
share- / bond- and credit-holders as well as other stakeholders. The primary objectives of the Group are as
follows:
• Ensuring sufficient liquidity for the Group
• Profitable growth and a sustainable increase in
TUI Group’s value
• Strengthening our cash generation allowing to invest, pay dividends and strengthen the balance sheet
• Maintaining sufficient debt capacity and an at least unchanged credit rating
In financial year 2021 and also in the first half of financial year 2022, the travel restrictions triggered by the
COVID-19 pandemic had a strong negative impact on the Group’s earnings and liquidity development.
The financing measures carried out in the year under review are described in detail in the section on Going concern reporting
in
accordance with the
UK Corporate Governance Code, addititional information can be found on page162 and in the section
on Financial instruments, page224 in the Notes.
Management variables used in capital management to measure and control the above objectives are Return
On Invested Capital (
ROIC) and the leverage ratio, presented in the table below.
From a Group perspective, invested capital is derived from liabilities, comprising equity (including non-
controlling interests) and the balance of interest-bearing liabilities and interest-bearing assets with an
adjustment for the seasonality of the Group’s net financial position. The cumulative amortisations of
purchase price allocations are then added to the invested capital.
TUI Group calculates the leverage ratio as the ratio of gross financial debt + lease liabilities + recognised
obligations from defined benefit pension plans to
EBITDA. Due to the lower gross financial debt and the
return to a positive
EBITDA, the leverage ratio improved in the 2022 financial year to a value of 4.7x. Our
medium-term objective is to return to a leverage ratio of below 3.0x.
TUI Group’s financial and liquidity management for all Group subsidiaries is centrally operated by TUIAG,
which acts as the Group’s internal bank. Financing and refinancing requirements, derived from the multi-year
finance budget, are satisfied by the timely conclusion of appropriate financing instruments. The short-term
liquidity reserve is safeguarded by syndicated credit facilities, bilateral bank loans and liquid funds. More-
over, through intra-Group cash pooling the cash surpluses of individual Group companies are used to finance
the cash requirements of other Group companies.
Key figures of capital risk management
€ million 2022 2021
Ø Invested Capital 5,457.8 6,913.1
Underlying EBIT 408.7 – 2,075.5
ROIC 7.5 % – 30.0 %
Gross financial liabilities 2,051.3 3,320.8
Lease liabilities 3,207.5 3,229.4
Defined benefit obligation recognised on the balance sheet 438.0 798.0
EBITDA 1,203.3 – 1,000.4
Leverage Ratio 4.7 – 7.3
247
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Notes to the Cash Flow Statement
The cash flow statement shows the flow of cash and cash equivalents on the basis of a separate presentation
of cash inflows and outflows from operating, investing and financing activities. The effects of changes in the
group of consolidated companies and of foreign currency translation are eliminated.
In the period under review, cash and cash equivalents rose by € 150.8 m to € 1,736.9 m. The balance sheet
item ‘Assets held for sale’ did not include any cash or cash equivalents (previous year € 2.2 m).
(43) Cash inflow / cash outflow from operating activities
Based on the Group result after tax, the cash flow from operating activities is derived using the indirect
method. In the completed financial year, the cash inflow from operating activities totalled € 2,077.8 m (pre-
vious year cash outflow of € 151.3 m). This amount includes interest payments received of € 12.4 m (previous
year € 6.4 m) and dividends of € 0.3 m from non-consolidated companies (previous year € 0.0 m) and of
€ 0.2 m from companies measured at equity (previous year € 14.2 m). Income tax payments resulted in a cash
outflow of € 131.4 m (previous year € 9.0 m).
(44) Cash inflow / cash outflow from investing activities
In financial year 2022, the cash outflow from investing activities totalled € 308.2 m (previous year inflow of
€ 704.7 m). This amount includes a cash outflow for capital expenditure related to property, plant and equip-
ment and intangible assets of € 515.7 m. The Group recorded a cash inflow of € 180.7 m from the sale of
property, plant and equipment and intangible assets. Purchase price adjustments for the divestment of
interests in Riu Hotels S. A., effected in the previous year, resulted in a cash outflow of € 8.9 m. The divest-
ment Karisma Hotels Caribbean S. A., also effected in the previous year, resulted in a cash inflow of € 3.5 m
for
TUI Group. TUI Group received an inflow of € 25.7 m net of cash and cash equivalents from the disposal
of Nordotel S. A. A part of the purchase price had already been paid in the previous year.
(45) Cash inflow / cash outflow from financing activities
The cash outflow from financing activities totalled € 1,630.9 m (previous year outflow of € 233.5 m). TUIAG
recorded a cash inflow of € 1,522.7 m from equity increases after deduction of capital procurement costs in
October2021 and in May2022. At the end of June,
TUIAG fully repaid the Silent Participation II of € 671.0 m
plus a coupon of € 51.0 m, carried as a dividend, to the Economic Stabilisation Fund.
In the period under review,
TUIAG reduced its syndicated credit facility by € 1,301.4 m. TUI Group companies
took out loans worth € 109.7 m. A cash outflow of € 853.5 m was recorded for the redemption of other financial
liabilities, including an amount of € 583.6 m for lease liabilities. A cash outflow of € 385.6 m related to interest
payments. A further cash outflow of € 0.6 m was used to purchase shares transferred to TUI Group employees
in the framework of the oneShare employee stock option programme.
(46) Development of cash and cash equivalents
Cash and cash equivalents comprise all liquid funds, i. e. cash in hand, bank balances and cheques.
Cash and cash equivalents increased by € 12.2 m (previous year € 33.2 m) due to foreign exchange effects.
248
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Other Notes
(47) Services of the auditors of the consolidated financial statements
TUI AG’s consolidated financial statements have been audited by Deloitte GmbH Wirtschaftsprüfungs-
gesellschaft. Since financial year 2022, Annika Deutsch has been the auditor in charge. Total expenses for the
services provided by the auditors of the consolidated financial statements in financial year 2022 break down
as follows:
Services of the auditors of the consolidated financial statements
€ million 2022 2021
Audit fees for TUIAG and subsidiaries in Germany 3.4 3.1
Audit fees 3.4 3.1
Review of interim financial statements 0.4 0.3
Other certification services (mainly in connection with comfort letters) 0.6 0.8
Other certification services 1.0 1.1
Tot al 4.4 4.2
(48) Remuneration of Executive and Supervisory Board members according to § 314 HGB
In the completed financial year, the remuneration paid to Executive Bord members totalled € 6.4 m (previous
year € 4.9 m), and that of the Supervisory Board members totalled € 3.2 m (previous year € 3.2 m, adjusted).
The aforementioned remuneration of the Executive Board members includes a tranche of the long term
incentive plan of € 2.0 m (previous year € 0.0 m), which represents the fair value at the time of granting in
relation to a number of 1,878,828 phantom shares (previous year 3,573,057) granted in the 2022 financial year.
Pension payments for former Executive Board members or their surviving dependants totalled € 6.2 m (previous
year € 6.1) in the completed financial year. Pension obligations according to IAS19 for former Executive
Board members and their surviving dependants amounted to € 63.0 m (previous year € 71.8 m) at the balance
sheet date.
(49) Use of exemption provision
The following German subsidiaries fully included in consolidation made use of the exemption provision in
accordance with section 264 (3) of the German Commercial Code (
HGB):
Use of exemption provision
DEFAG Beteiligungsverwaltungs GmbH I, Hanover TUI Aviation GmbH, Hanover
DEFAG Beteiligungsverwaltungs GmbH III, Hanover TUI Aviation Holding GmbH, Hanover
FIRST Travel GmbH, Hanover TUI Beteiligungs GmbH, Hanover
Flyloco GmbH, Rastatt TUI BLUE DE GmbH, Hanover
Last-Minute-Restplatzreisen GmbH, Rastatt TUI Business Services GmbH, Hanover
Leibniz-Service GmbH, Hanover TUI Customer Operations GmbH, Hanover
l’tur GmbH, Rastatt TUI Deutschland GmbH, Hanover
MEDICO Flugreisen GmbH, Rastatt TUI Group Services GmbH, Hanover
Preussag Beteiligungsverwaltungs GmbH IX, Hanover TUI Hotel Betriebsgesellschaft mbH, Hanover
Robinson Club GmbH, Hanover TUI Immobilien Services GmbH, Hanover
TICS GmbH Touristische Internet und Call Center Services, Rastatt TUI InfoTec GmbH, Hanover
TLT Urlaubsreisen GmbH, Hanover TUI Insurance & Financial GmbH, Hanover
TUI 4 U GmbH, Bremen TUI Leisure Travel Service GmbH, Neuss
TUI Airline Service GmbH, Hanover TUIfly GmbH, Langenhagen
TUI Asset Management and Advisory GmbH, Hanover TUI fly Vermarktungs GmbH, Hanover
249
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(50) Related parties
Apart from the subsidiaries included in the consolidated financial statements, TUIAG, in carrying out its
ordinary business activities, maintains indirect or direct relationships with related parties. Related parties
controlled by
TUI Group or over which TUI Group is able to exercise a significant influence are shown in the
list of shareholdings (Note 52) published in the Federal Gazette (www.bundesanzeiger.de). Apart from pure
equity investments, related parties also include companies that supply goods or provide services for
TUI
Group companies.
Through the Economic Stabilisation Fund (
ESF), the federal German government has indirectly acquired two
silent participations and a warrant bond, which combined form the stabilisation package for
TUIAG. With the
payments of € 420 m made in connection with the first silent participation on 25January2021, a number of
terms and conditions relating to the package have entered into force, which
TUIAG has to comply with.
Amongst others the
ESF nominated two members of the supervisory board of TUIAG. Due to the scope of
those terms and conditions,
ESF can exercise material control over TUIAG and hence is a related party. The
stabilisation measures received are significant business transactions with the
ESF. Please refer to Note 27
‘Silent participations’ and Note 10 ‘Earnings per share’ for details regarding the warrant bond.
Financial obligations from order commitments vis-à-vis related parties primarily relate to the purchasing of
hotel services.
Transactions with related parties
€ million 2022 2021
Services provided by the Group
Management and consultancy services 3.9 16.1
Sales of tourism services 49.2 36.9
Other services 0.8 –
Tot al 53.9 53.0
Services received by the Group
Rental and leasing agreements 18.3 9.5
Purchase of hotel services 309.3 110.1
Distribution services 6.5 0.8
Other services 14.7 2.9
Tot al 348.8 123.3
Transactions with related parties
€ million 2022 2021
Services provided by the Group to
non-consolidated Group companies 0.4 0.3
joint ventures 38.1 29.0
associates 15.4 1.7
other related parties – 22.0
Tot al 53.9 53.0
Services received by the Group from
non-consolidated Group companies 1.0 0.4
joint ventures 226.4 106.1
associates 121.4 16.8
Tot al 348.8 123.3
Transactions with joint ventures and associates are primarily effected in the tourism business. They relate in
particular to the tourism services of the hotel companies used by the Group’s tour operators.
In accordance with
IAS24, all transactions with related parties were executed on an arm’s length basis as
would be customary with third parties outside the Group.
In October2021,
TUI Group sold Nordotel S. A. to the joint venture Grupotel dos S. A. For details of the
transaction, we refer to the section ‘Divestments’.
250
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Receivables against related parties
€ million 30 Sep 2022 30 Sep 2021
Trade receivables from
non-consolidated Group companies 0.1 –
joint ventures 9.6 4.2
associates 0.5 3.9
other related parties – 5.5
Tot al 10.2 13.6
Advances and loans to
non-consolidated Group companies – –
joint ventures 3.3 3.1
associates 26.9 27.3
other related parties – 2.5
Tot al 30.2 32.9
Payments on account to
joint ventures 15.1 24.4
Tot al 15.1 24.4
Other receivables from
non-consolidated Group companies 1.3 1.3
joint ventures 2.4 1.4
associates 1.6 1.8
other related parties – –
Tot al 5.3 4.5
Payables due to related parties
€ million 30 Sep 2022 30 Sep 2021
Trade payables due to
non-consolidated Group companies 0.1 0.3
joint ventures 40.5 19.6
associates 19.7 3.0
other related parties – –
Tot al 60.3 22.9
Financial liabilities due to
non-consolidated Group companies 0.4 0.5
joint ventures 91.6 111.9
Tot al 92.0 112.4
Other liabilities due to
non-consolidated Group companies 4.5 4.9
joint ventures 15.8 6.3
associates 7.2 2.3
key management personnel 3.0 3.3
Tot al 30.5 16.8
Financial liabilities to joint ventures included liabilities from leases of € 91.2 m (previous year € 111.9 m).
The share of result of associates and joint ventures is shown separately in segment reporting.
As at 31 December 2021, Unifirm Ltd., Cyprus, held 34.0 % of the shares in
TUIAG (as at 30September2021
32.0 %). Unifirm Ltd. was indirectly controlled by Alexey Mordashov.
TUI received voting rights notifications
informing the company that a 4.1 % stake in
TUIAG had been transferred to Severgroup LLC, Russia, a com-
pany controlled by Alexey Mordashov, on 28February2022 via a number of share transfers, and that Alexey
Mordashov had ceded control over Unifirm Ltd. The majority shareholder of Unifirm Ltd., which held 29.9 %
of the shares in
TUIAG at the time of the notification of voting rights, was, according to the notification,
Ondero Ltd., British Virgin Islands. In a further regulatory notification
TUI was informed on 18March2022
that Marina Mordashova was the controlling shareholder of Ondero Ltd.
251
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Moreover, the Federal Ministry for Economic Affairs and Climate Action has informed TUI on 17March2021
that it has initiated an assessment procedure under the Foreign Trade and Payments Act to ascertain whether
the reported transactions are effective. Until the conclusion of these proceedings the transactions are pro-
visionally invalid and the voting rights of Unifirm Ltd. may not be exercised.
Alexey Mordashov was specified on a
EU sanctions list on 28 February 2022, Marina Mordashova on
3June2022. Thus they do not have access to the shares in
TUIAG controlled by them, the associated voting
rights and economic benefits. This applies irrespectively of the outcome of the review by the Federal Ministry
for Economic Affairs and Climate Protection. Mr Mordashov stepped down from TUIAG’s Supervisory Board
on 2March2022.
Mr Mordashov and Ms Mordashova and the companies controlled by them therefore do not constitute related
parties to TUIAG since the sabctions entered into force.
The Executive Board and the Supervisory Board are key management personnel. They are therefore related
parties in the meaning of
IAS24 whose compensation must be disclosed separately.
Remuneration of Executive and Supervisory Board
€ million 2022 2021
Short-term benefits 7.6 8.1
*
Post-employment benefits – 1.2 1.5
Share-based payment 1.1 0.5
Termination benefits – Share-based payment 1.4 –
Termination benefits – Other 3.0 –
Tot al 11.9 10.1
* Adjusted.
Post-employment benefits are transfers to or reversals of pension provisions for Executive Board members
active in the reporting period. The expenses mentioned do not meet the definition of remuneration for
Executive and Supervisory Board members under German accounting rules. The share-based payments are
an offset amount of expenses due to the addition to the provision and income resulted from the reversal of
the provision due to the valuation. Termination benefits relate to provisions in connection with the resignation
of Fritz Joussen, whose service agreement including all related compensation components will continue
until the end of the 2024 financial year.
Pension provisions for active Executive Board members total € 13.2 m (previous year € 16.0 m) as at the
balance sheet date. In addition, provisions of € 5.1 m (previous year € 2.6 m) are recognised relating to the
long-term incentive programme.
252
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(51) International Financial Reporting Standards (IFRS) not yet applied
New standards endorsed by the EU, but applicable after 30 Sep 2022
Standard Applicable from Amendments Expected impact on financial
position and performance
Amendments to IAS37
Onerous Contracts
1 Jan 2022
The amendments specify which costs to include in assessing whether a contract is onerous. The amendments clarify that the cost of fulfilling a
contract consists of the direct cost of the contract representing either the incremental costs of fulfilling the contract or an allocation of other costs
that relate directly to fulfilling the contract.
No major impacts.
Amendments to IAS16
Proceeds before Intended Use
1 Jan 2022
The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while
bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an
entity has to recognise the proceeds from selling such items, and the cost of producing those items, in profit or loss.
No impacts.
Amendments to IFRS3
Reference to the Conceptual Framework
1 Jan 2022 The amendments update a reference to the Conceptual Framework in IFRS3 without changing the accounting requirements for business
combinations.
No impacts.
Various amendments to IFRS
(2018–2020 Cycle)
1 Jan 2022
The amendments resulting from the Annual Improvements 2018–2020 Cycle include small amendments to IFRS1, IFRS9, IAS41, and the
Illustrative Examples accompanying
IFRS16.
No major impacts.
IFRS17
Insurance Contracts
1 Jan 2023
IFRS17 establishes the principles for the accounting for insurance contracts and replaces IFRS4. On 25June2020, the IASB published
Amendments to
IFRS17 and deferred the effective date of the Standard to 1January2023. Amendments were also issued to address
challenges arising from the implementation of
IFRS17 that were identified after it was published.
Not relevant.
Amendments to IAS1
Disclosure of Accounting Policies
1 Jan 2023
The amendments to IAS1 and IFRS Practice Statement 2 are to help preparers in deciding which accounting and measurement methods to
disclose in their financial statements. The amendments require entities to disclose their material accounting and measurement policy information
instead of their significant accounting and measurement policies.
TUI will review the impacts
of this amendment on the
disclosures of accounting
policies in financial year 2023.
Amendments to IAS8
Definition of Accounting Estimates
1 Jan 2023
The amendments to IAS8 are to help entities to distinguish between accounting policies and accounting estimates. The definition of a change
in accounting estimates is replaced with a new definition of accounting estimates. It is clarified that a change in an accounting estimate that results
from new information or new developments is not the correction of an error.
No major impacts.
Amendments to IFRS17
Initial Application of
IFRS17 and
IFRS9 – Comparative Information
1 Jan 2023
The amendment addresses implementation challenges in the presentation of comparative information that were identified after IFRS17
was published.
No impact.
Amendments to IAS12
Deferred tax related to Assets and
Liabilities arising from a Single Transaction
1 Jan 2023
The amendments clarify that deferred tax assets and liabilities have to be formed when a transaction gives rise to equal amounts of deductible
and taxable temporary differences at the same time. The initial recognition exemption, according to which deferred tax assets or liabilities are not
recognised on initial recognition of an asset or a liability, does not apply to transactions of this type.
No major impacts.
The following amendments and new standards have not yet been endorsed by the European Union.
253
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
New standards and interpretations not yet endorsed by the EU and applicable after 30 Sep 2022
Standard Applicable from Amendments Expected impact on financial
position and performance
Amendments to IAS1
Classification of Liabilities as
Current or Non-Current
1 Jan 2024
The amendments to IAS1 are intended to clarify the criteria used to classify a liability as current or non-current. In future, the classification
of liabilities as current or non-current will exclusively be based on ‘rights’ that are in existence at the end of the reporting period. The
amendments additionally include guidance on the interpretation of the criterion ‘right to defer settlement by at least twelve months’ and
clarify what ‘settlement’ refers to. On 15July2020, the
IASB had issued an amendment resulting in the deferral of the effective date to
1January2023. By the amendments to
IAS1 (Non-current Liabilities with Covenants) issued on 31October2022, the effective date of these
amendments is deferred again to 1January2024.
TUI will review the impacts of this
amendment in due course. We
currently do not expect to see any
major impacts.
Amendments to IFRS16
Lease Liability in a Sale and Leaseback
1 Jan 2024 The amendments clarify how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in
IFRS15 to be accounted for as a sale.
No major impacts.
Amendments to IAS1
Non-Current Liabilities with Covenants
1 Jan 2024
The amendments to IAS1 clarify that only covenants an entity must comply with on or before the reporting period should affect the
classification of the corresponding liability as current or non-current. However, an entity is required to disclose information in the notes
that enables users of financial statements to understand the risk that non-current liabilities with covenants could become repayable
within twelve months.
TUI will review the impacts of this
amendment in due course. We
currently do not expect to see any
major impacts.
254
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
(53) TUI Group Shareholdings
Company Country Capital share in %
Consolidated companies
Tourism
Absolut Holding Limited, Qormi Malta 99.9
Advent Insurance PCC Limited (Absolut Cell), Qormi Malta 100
Africa Focus Tours Namibia (Proprietary) Limited, Windhoek Namibia 100
Antwun S.A., Clémency Luxembourg 100
ATC African Travel Concept Proprietary Limited, Cape Town South Africa 50.1
ATC-Meetings and Conferences Proprietary Limited, Cape Town South Africa 100
B.D.S Destination Services Tours, Cairo Egypt 100
B2B d.o.o., Dubrovnik Croatia 100
BU RIUSA II EOOD, Sofia Bulgaria 100
Cabotel-Hoteleria e Turismo Lda., Santiago Cape Verde 100
Cel Obert SL, Sant Joan de Caselles Andorra 100
Chaves Hotel & Investimentos S.A., Sal-Rei, Boa Vista Island Cape Verde 100
Citirama Ltd., Quatre Bornes Mauritius 100
Club Hotel CV SA, Santa Maria Cape Verde 100
Club Hôtel Management Tunisia SARL, Djerba Tunisia 100
Clubhotel Cala Serena S.A., Madrid Spain 100
Clubhotel IP S.A., Athens Greece 100
Clubhotel JD, S.A., Las Palmas Spain 100
Cruisetour AG, Zurich Switzerland 100
Daidalos Hotel- und Touristikunternehmen A.E., Athens Greece 89.8
Darecko S.A., Luxembourg Luxembourg 100
Destination Services Singapore Pte Limited, Singapore Singapore 100
Egyptian Germany Co. for Hotels Limited, Cairo Egypt 66.6
Elena SL, Palma de Mallorca Spain 100
ETA Turizm Yatirim ve Isletmeleri A.S., Ankara Turkiye 100
Evre Grup Turizm Yatirim A.Ş., Ankara Turkiye 100
Explorers Travel Club Limited, Luton United Kingdom 100
Faberest S.r.l., Verona Italy 100
First Choice (Turkey) Limited, Luton United Kingdom 100
First Choice Holiday Hypermarkets Limited, Luton United Kingdom 100
First Choice Holidays & Flights Limited, Luton United Kingdom 100
First Choice Land (Ireland) Limited, Dublin Ireland 100
First Choice Travel Shops Limited, Luton United Kingdom 100
FIRST Reisebüro Güttler GmbH & Co. KG, Dormagen Germany 75.1
FIRST Travel GmbH, Hanover Germany 100
flyloco GmbH, Rastatt Germany 100
Company Country Capital share in %
Follow Coordinate Hotels Portugal Unipessoal Lda, Albufeira Portugal 100
Fritidsresor Tours & Travels India Pvt Ltd, Bardez, Goa India 100
GBH Turizm Sanayi Isletmecilik ve Ticaret A.Ş., Istanbul Turkiye 100
GEAFOND Número Dos Fuerteventura S.A., Las Palmas, Gran Canaria
Spain 100
GEAFOND Número Uno Lanzarote S.A., Las Palmas, Gran Canaria Spain 100
Gemma Limited, Unguja Tanzania 100
German Tur Turizm Ticaret A.Ş., Izmir Turkiye 100
Groupement Touristique International SAS, Lille France 100
Gulliver Travel d.o.o., Dubrovnik Croatia 100
Hannibal Tourisme et Culture SA, Tunis Tunisia 100
Hapag-Lloyd Reisebüro Hagen GmbH & Co. KG, Hanover Germany 70
Hellenic EFS Hotel Management E.P.E., Athens Greece 100
Holiday Center S.A., Cala Serena, Cala d’Or Spain 100
Holidays Services S.A., Agadir Morocco 100
Hoteli Koločep d.d., Koločep Croatia 100
Hoteli Živogošće d.d., Živogošće Croatia 100
Iberotel International A.S., Antalya Turkiye 100
Iberotel Otelcilik A.Ş., Istanbul Turkiye 100
Imperial Cruising Company SARL, Heliopolis-Cairo Egypt 90
Inter Hotel SARL, Tunis Tunisia 100
Intercruises Port Operations USA Inc, Wilmington DE United States 100
Intercruises Shoreside & Port Services Canada, Inc., Quebec Canada 100
Intercruises Shoreside & Port Services Pty Limited, Sydney Australia 100
Intercruises Shoreside & Port Services Sam, Monaco Monaco 100
Intercruises Shoreside & Port Services SARL, Paris France 100
Intercruises Shoreside & Port Services, Inc., State of Delaware United States 100
Itaria Limited, Nicosia Cyprus 100
Jandia Playa S.A., Morro Jable, Fuerteventura Spain 100
Kurt Safari Proprietary Limited, White River – Mpumalanga South Africa 51
Kybele Turizm Yatırım San. Ve Tic. A.Ş., Istanbul Turkiye 100
Label Tour EURL, Levallois-Perret France 100
Last-Minute-Restplatzreisen GmbH, Rastatt Germany 100
Le Passage to India Tours and Travels Pvt Ltd, New Delhi India 99,6
Lima Tours S.A.C., Lima Peru 100
Lodges & Mountain Hotels SARL, Courchevel France 100
l’tur GmbH, Rastatt Germany 100
L’TUR Suisse AG, Basel Switzerland 99.5
Lunn Poly Limited, Luton United Kingdom 100
255
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Company Country Capital share in %
Magic Hotels SA, Tunis Tunisia 100
MAGIC LIFE Assets GmbH, Vienna Austria 100
Magic Life Egypt for Hotels LLC, Sharm el Sheikh Egypt 100
Magic Tourism International S.A., Tunis Tunisia 100
Manahe Ltd., Quatre Bornes Mauritius 51
Marella Cruises Limited, Luton United Kingdom 100
Medico Flugreisen GmbH, Rastatt Germany 100
Meetings & Events International Limited, Luton United Kingdom 100
Meetings & Events Spain S.L.U., Palma de Mallorca Spain 100
Meetings & Events UK Limited, Luton United Kingdom 100
Musement S.p.A., Milan Italy 100
MX RIUSA II S.A. de C.V., Cabo San Lucas Mexico 100
Nazar Nordic AB, Malmö Sweden 100
Nouvelles Frontières Senegal S.R.L., Dakar Senegal 100
Nungwi Limited, Zanzibar Tanzania 100
Ocean College LLC, Sharm el Sheikh Egypt 100
Ocean Ventures for Hotels and Tourism Services SAE, Sharm el Sheikh
Egypt 98
Pacific World (Beijing) Travel Agency Co., Ltd., Beijing China 100
Pacific World (Shanghai) Travel Agency Co. Limited, Shanghai China 100
Pacific World Destination East Sdn. Bhd., Penang Malaysia 65
Pacific World Meetings & Events Hong Kong, Limited, Hong Kong Hong Kong SAR 100
Pacific World Meetings & Events SAM, Monaco Monaco 100
Pacific World Meetings & Events Singapore Pte. Ltd, Singapore Singapore 100
Pacific World Meetings and Events France SARL, Nice France 100
Pacific World Travel Services Company Limited, Ho Chi Minh City Vietnam 90
Papirüs Otelcilik Yatırım Turizm Seyahat İnşaat Ticaret A.Ş., Antalya
Turkiye 100
Paradise Hotel Management Company LLC, Cairo Egypt 100
PATS N.V., Ostend Belgium 100
Promociones y Edificaciones Chiclana S.A., Palma de Mallorca Spain 100
PT Pacific World Nusantara, Bali Indonesia 100
RC Clubhotel Cyprus Limited, Limassol Cyprus 100
RCHM S.A.S., Agadir Morocco 100
Rideway Investments Limited, London United Kingdom 100
Riu Jamaicotel Ltd., Negril Jamaica 100
Riu Le Morne Ltd, Port Louis Mauritius 100
RIUSA II S.A., Palma de Mallorca
*
Spain 50
Riusa Lanka (PVT) Ltd., Ahungalla Sri Lanka 100
RIUSA NED B.V., Amsterdam Netherlands 100
Robinson Austria Clubhotel GmbH, Villach-Landskron Austria 100
Robinson Club GmbH, Hanover Germany 100
Company Country Capital share in %
Robinson Club Italia S.p.A., Marina di Ugento Italy 100
Robinson Club Maldives Private Limited, Malé Maldives 100
Robinson Clubhotel Turizm Ltd. Sti., Istanbul Turkiye 100
Robinson Hoteles España S.A., Cala d’Or Spain 100
Robinson Hotels Portugal S.A., Vila Nova de Cacela Portugal 67
Robinson Otelcilik A.Ş., Istanbul Turkiye 100
Santa Maria Hotels SA, Santa Maria Cape Verde 100
SERAC Travel GmbH, Zermatt Switzerland 100
Skymead Leasing Limited, Luton United Kingdom 100
Société d’Exploitation du Paladien Marrakech SA, Marrakesh Morocco 100
Société d’Investissement Aérien S.A., Casablanca Morocco 100
Société d’Investissement et d’Exploration du Paladien de
Calcatoggio (
SIEPAC), Calcatoggio France 100
Société d’investissement hotelier Almoravides S.A., Marrakesh Morocco 100
Société Marocaine pour le Developpement des Transports
Touristiques S.A., Agadir
Morocco 100
Sons of South Sinai for Tourism Services and Supplies SAE,
Sharm el Sheikh
Egypt 84.1
Stella Polaris Creta A.E., Heraklion Greece 100
STIVA RII Ltd., Dublin Ireland 100
Summer Times Ltd., Quatre Bornes Mauritius 100
Summertime International Ltd., Quatre Bornes Mauritius 100
Sunshine Cruises Limited, Luton United Kingdom 100
Tantur Turizm Seyahat A.Ş., Istanbul Turkiye 100
Tec4Jets NV, Zaventem Belgium 100
Thomson Reisen GmbH, St. Johann Austria 100
Thomson Travel Group (Holdings) Limited, Luton United Kingdom 100
TICS GmbH Touristische Internet und Call Center Services, Rastatt
Germany 100
TLT Reisebüro GmbH, Hanover Germany 100
TLT Urlaubsreisen GmbH, Hanover Germany 100
Travel Choice Limited, Luton United Kingdom 100
Travel Guide With Offline Maps B.V., Amsterdam Netherlands 100
TT Hotels Croatia d.o.o., Zagreb Croatia 100
TT Hotels Italia S.R.L., Rome Italy 100
TT Hotels Turkey Otel Hizmetleri Turizm ve ticaret A.Ş., Antalya Turkiye 100
TUI (Suisse) AG, Zurich Switzerland 100
TUI 4 U GmbH, Bremen Germany 100
TUI Airlines Belgium N.V., Ostend Belgium 100
TUI Airlines Nederland B.V., Rijswijk Netherlands 100
TUI Airways Limited, Luton United Kingdom 100
* Entrepreneurial management.
256
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Company Country Capital share in %
TUI Asset Management and Advisory GmbH, Hanover Germany 100
TUI Austria Holding GmbH, Vienna Austria 100
TUI Belgium NV, Ostend Belgium 100
TUI Belgium Real Estate N.V., Brussels Belgium 100
TUI Belgium Retail N.V., Zaventem Belgium 100
TUI BLUE AT GmbH, Schladming Austria 100
TUI BLUE DE GmbH, Hanover Germany 100
TUI Blue Hotels L.L.C., Dubai United Arab Emirates 100
TUI Bulgaria EOOD, Varna Bulgaria 100
TUI Curaçao N.V., Curaçao Country of Curaçao 100
TUI Customer Operations GmbH, Hanover Germany 100
TUI Cyprus Limited, Nicosia Cyprus 100
TUI Danmark A/S, Copenhagen Denmark 100
TUI Destination Experiences (Thailand) Limited, Bangkok
*
Thailand 49
TUI Destination Experiences Costa Rica SA, San José Costa Rica 100
TUI Destination Services Cyprus, Nicosia Cyprus 100
TUI Deutschland GmbH, Hanover Germany 100
TUI Dominicana SAS, Higuey Dominican Republic 100
TUI España Turismo SL, Palma de Mallorca Spain 100
TUI Finland OY AB, Helsinki Finland 100
TUI France SA, Nanterre France 100
TUI Hellas Travel Tourism and Airlines A.E., Athens Greece 100
TUI Holding Spain S.L., Palma de Mallorca Spain 100
TUI Holidays Ireland Limited, Dublin Ireland 100
TUI Hotel Betriebsgesellschaft mbH, Hanover Germany 100
TUI Ireland Limited, Luton United Kingdom 100
TUI Italia S.r.l., Sorrent Italy 100
TUI Italia S.r.l. ‘in liquidazione’, Fidenza Italy 100
TUI Jamaica Limited, Montego Bay Jamaica 100
TUI Malta Limited, Pieta Malta 100
TUI Mexicana SA de CV, Mexico Mexico 100
TUI Nederland Holding N.V., Rijswijk Netherlands 100
TUI Nederland N.V., Rijswijk Netherlands 100
TUI Nordic Holding AB, Stockholm Sweden 100
TUI Norge AS, Stabekk Norway 100
TUI Northern Europe Limited, Luton United Kingdom 100
TUI Norway Holding AS, Stabekk Norway 100
TUI Österreich GmbH, Vienna Austria 100
TUI Pension Scheme (UK) Limited, Luton United Kingdom 100
TUI Poland Dystrybucja Sp. z o.o., Warsaw Poland 100
Company Country Capital share in %
TUI Poland Sp. z o.o., Warsaw Poland 100
TUI PORTUGAL – Agencia de Viagens e Turismo S.A., Faro Portugal 100
TUI Reisecenter Austria Business Travel GmbH, Vienna Austria 74.9
TUI Service AG, Altendorf Switzerland 100
TUI Suisse Retail AG, Zurich Switzerland 100
TUI Sverige AB, Stockholm Sweden 100
TUI Technology NV, Zaventem Belgium 100
TUI Travel Distribution N.V., Ostend Belgium 100
TUI UK Italia Srl, Turin Italy 100
TUI UK Limited, Luton United Kingdom 100
TUI UK Retail Limited, Luton United Kingdom 100
TUI UK Transport Limited, Luton United Kingdom 100
TUIfly GmbH, Langenhagen Germany 100
TUIfly Nordic AB, Stockholm Sweden 100
TUIfly Vermarktungs GmbH, Hanover Germany 100
Tunisie Investment Services Holding S.A., Tunis Tunisia 100
Tunisie Voyages S.A., Tunis Tunisia 100
Tunisotel S.A.R.L., Tunis Tunisia 100
Turcotel Turizm A.Ş., Istanbul Turkiye 100
Turkuaz Insaat Turizm A.Ş., Ankara Turkiye 100
Ultramar Express Transport S.A., Palma de Mallorca Spain 100
Umbhaba Eco Lodge Proprietary Limited, Cape Town South Africa 85
WOT Hotels Adriatic Management d.o.o., Zagreb Croatia 51
Zanzibar Beach Village Limited, Zanzibar Tanzania 100
All other segments
Absolut Insurance Limited, St. Peter Port Guernsey 100
Canadian Pacific (UK) Limited, Luton United Kingdom 100
Cast Agencies Europe Limited, Luton United Kingdom 100
CP Ships (Bermuda) Ltd., Hamilton Bermuda 100
CP Ships (UK) Limited, Luton United Kingdom 100
DEFAG Beteiligungsverwaltungs GmbH I, Hanover Germany 100
DEFAG Beteiligungsverwaltungs GmbH III, Hanover Germany 100
Europa 2 Ltd, Valletta Malta 100
First Choice Holidays Finance Limited, Luton United Kingdom 100
First Choice Holidays Limited, Luton United Kingdom 100
First Choice Olympic Limited, Luton United Kingdom 100
Jetset Group Holding (Brazil) Limited, Luton United Kingdom 100
Jetset Group Holding Limited, Luton United Kingdom 100
Leibniz-Service GmbH, Hanover Germany 100
* Entrepreneurial management.
257
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Company Country Capital share in %
Mala Pronta Viagens e Turismo Ltda., Curitiba Brazil 100
Manufacturer’s Serial Number 852 Limited, Dublin Ireland 100
PM Peiner Maschinen GmbH, Hanover Germany 100
Preussag Beteiligungsverwaltungs GmbH IX, Hanover Germany 100
Sovereign Tour Operations Limited, Luton United Kingdom 100
Thomson Airways Trustee Limited, Luton United Kingdom 100
travel-Ba.Sys GmbH & Co KG, Mülheim an der Ruhr Germany 83.5
TUI Airline Service GmbH, Hanover Germany 100
TUI Ambassador Tours Unipessoal Lda, Lisbon Portugal 100
TUI Aviation Asset Company Limited, Luton United Kingdom 100
TUI Aviation GmbH, Hanover Germany 100
TUI Aviation Holding GmbH, Hanover Germany 100
TUI Aviation Services Limited, Luton United Kingdom 100
TUI Beteiligungs GmbH, Hanover Germany 100
TUI Brasil Operadora e Agencia de Viagens LTDA, Curitiba Brazil 100
TUI Business Services GmbH, Hanover Germany 100
TUI Canada Holdings, Inc, Toronto Canada 100
TUI Chile Operador y Agencia de Viajes SpA, Santiago Chile 100
TUI China Travel CO. Ltd., Beijing China 75
TUI Group Fleet Finance Limited, Luton United Kingdom 100
TUI Group Services GmbH, Hanover Germany 100
TUI Group UK Healthcare Limited, Luton United Kingdom 100
TUI Group UK Trustee Limited, Luton United Kingdom 100
TUI Immobilien Services GmbH, Hanover Germany 100
TUI India Private Limited, New Delhi India 100
TUI InfoTec GmbH, Hanover Germany 100
TUI Insurance & Financial GmbH, Hanover Germany 100
TUI International Holiday (Malaysia) Sdn. Bhd., Kuala Lumpur Malaysia 100
TUI Leisure Travel Service GmbH, Neuss Germany 100
TUI LTE Viajes S.A de C.V, Mexico City Mexico 100
TUI Spain, SLU, Madrid Spain 100
TUI Travel Amber E&W LLP, Luton United Kingdom 100
TUI Travel Aviation Finance Limited, Luton United Kingdom 100
TUI Travel Common Investment Fund Trustee Limited, Luton United Kingdom 100
TUI Travel Group Management Services Limited, Luton United Kingdom 100
TUI Travel Group Solutions Limited, Luton United Kingdom 100
TUI Travel Holdings Limited, Luton United Kingdom 100
TUI Travel Limited, Luton United Kingdom 100
TUI Travel Overseas Holdings Limited, Luton United Kingdom 100
Company Country Capital share in %
Non-consolidated Group companies
Tourism
‘Schwerin Plus’ Touristik-Service GmbH, Schwerin Germany 80
Airline Consultancy Services S.A.R.L., Casablanca Morocco 100
Ambassador Tours S.A., Barcelona Spain 100
Centro de Servicios Destination Management SA de CV, Cancun Mexico 100
FIRST Reisebüro Güttler Verwaltungs GmbH, Hanover Germany 75
Hapag-Lloyd Reisebüro Hagen Verwaltungs GmbH, Hanover Germany 70
HV Finance SAS, Levallois-Perret France 100
Ikaros Travel A.E. (i.L.), Heraklion Greece 100
L’TUR SARL, Schiltigheim France 100
Lunn Poly (Jersey) Limited, St. Helier Jersey 100
N.S.E. Travel and Tourism A.E. (i.L.), Athens Greece 100
NEA Synora Hotels Limited (Hinitsa Beach), Porto Heli Argolide Greece 100
New Eden S.A., Marrakesh Morocco 100
Nouvelles Frontières Burkina Faso EURL, Ouagadougou Burkina Faso 100
Nouvelles Frontières Tereso EURL, Grand-Bassam Ivory Coast 100
Nouvelles Frontières Togo S.R.L. (i.L), Lome Togo 99
Société de Gestion du resort Al Baraka, Marrakesh Morocco 100
T-Développement SAS, Levallois-Perret France 100
Trendturc Turizm Otelcilik ve Ticaret A.Ş., Istanbul Turkiye 100
Triposo GmbH i.L., Berlin Germany 100
TUI 4 U Poland sp.zo.o., Warsaw Poland 100
TUI d.o.o., Maribor Slovenia 100
TUI Magyarország Utazasi Iroda Kft., Budapest Hungary 100
TUI Reisecenter GmbH, Salzburg Austria 100
TUI ReiseCenter Slovensko s.r.o., Bratislava Slovakia (Slovak Republic) 100
TUI Travel Cyprus Limited, Nicosia Cyprus 100
TUIFly Academy Brussels, Zaventem Belgium 100
VPM Antilles S.R.L., Levallois-Perret France 100
VPM SA, Levallois-Perret France 100
All other segments
Bergbau Goslar GmbH, Goslar Germany 100
travel-Ba.Sys Beteiligungs GmbH, Mülheim an der Ruhr Germany 83.5
258
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
161 Principles and
Methods underlying the
Consolidated Financial
Statements
180 Segment Reporting
183 Notes to the Consolidated
Income Statement
190 Notes to the
Consolidated Statement
of Financial Position
247 Notes to the Cash Flow
Statement
248 Other Notes
259 Responsibility Statement
by Management
260
Independent Auditor’s Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Company Country Capital share in %
Joint ventures and associates
Tourism
Abou Soma for Hotels S.A.E., Giza Egypt 16.7
Ahungalla Resorts Limited, Colombo Sri Lanka 40
Aitken Spence Travels (Private) Limited, Colombo Sri Lanka 50
ARP Africa Travel Limited, Harrow United Kingdom 25
Atlantica Hellas A.E., Rhodes Greece 50
Atlantica Hotels and Resorts Limited, Limassol Cyprus 49.9
Bartu Turizm Yatirimlari Anonim Sirketi, Istanbul Turkiye 50
Clubhotel Kleinarl GmbH & Co KG, Flachau Austria 24
Daktari Travel & Tours Ltd., Limassol Cyprus 33.3
DER Reisecenter TUI GmbH, Dresden Germany 50
Diamondale Limited, Dublin Ireland 27
ENC for touristic Projects Company S.A.E., Sharm el Sheikh Egypt 50
Etapex, S.A., Agadir Morocco 35
Fanara Residence for Hotels S.A.E., Sharm el Sheikh Egypt 50
Gebeco Gesellschaft für internationale Begegnung und
Cooperation mbH & Co.
KG, Kiel Germany 50
GRUPOTEL DOS S.A., Can Picafort Spain 50
Ha Minh Ngan Company Limited, Hanoi Vietnam 50
Holiday Travel (Israel) Limited, Airport City Israel 50
Hydrant Refuelling System NV, Brussels Belgium 25
InteRes Gesellschaft für Informationstechnologie mbH, Darmstadt Germany 25.2
Interyachting Limited, Limassol Cyprus 45
Jaz Hospitality Services DMCC, Dubai United Arab Emirates 50
Jaz Hotel Group S.A.E., Cairo Egypt 51
Kamarayat Nabq Company for Hotels S.A.E., Sharm el Sheikh Egypt 50
Pollman’s Tours and Safaris Limited, Mombasa Kenya 25
Raiffeisen-Tours RT-Reisen GmbH, Burghausen Germany 25.1
Ranger Safaris Ltd., Arusha Tanzania 25
Sharm El Maya Touristic Hotels Co. S.A.E., Cairo Egypt 50
Südwest Presse + Hapag-Lloyd Reisebüro GmbH & Co. KG, Ulm Germany 50
Sun Oasis for Hotels Company S.A.E., Hurghada Egypt 50
Sunwing Travel Group, Inc, Toronto Canada 49
Teckcenter Reisebüro GmbH, Kirchheim unter Teck Germany 50
Tikida Bay S.A., Agadir Morocco 34
TIKIDA DUNES S.A., Agadir Morocco 30
Tikida Palmeraie S.A., Marrakesh Morocco 33.3
Travco Group Holding S.A.E., Cairo Egypt 50
TRAVELStar GmbH, Hanover Germany 50
Company Country Capital share in %
TRAVELStar Touristik GmbH & Co. OHG, Vienna Austria 50
TUI Cruises GmbH, Hamburg Germany 50
UK Hotel Holdings FZC L.L.C., Fujairah United Arab Emirates 50
Vitya Holding Co. Ltd., Takua, Phang Nga Province Thailand 47.5
WOT Hotels Adriatic Asset Company d.o.o., Tučepi Croatia 50
All other segments
.BOSYS SOFTWARE GMBH, Hamburg Germany 25.2
MSN 1359 GmbH, Hanover Germany 25
259
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
259 Responsibility Statement
by Management
260 Independent Auditor’s
Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Responsibility Statement
by Management
To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidated
financial statements give a true and fair view of the net assets, financial position and results of operations
of the Group, and the group management report includes a fair review of the development and perform-
ance of the business and the position of the Group, together with a description of the principal opportu
-
nities and risks associated with the expected development of the Group.
Hanover, 12December2022
The Executive Board
Sebastian Ebel David Burling Mathias Kiep
Peter Krueger Sybille Reiss
269
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
259 Responsibility Statement
by Management
260 Independent Auditor’s
Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
Forward
-
Looking
Statements
The annual report, in particular the report on expected developments included in the management report,
includes various forecasts and expectations as well as statements relating to the future development of the
TUIGroup and TUIAG. These statements are based on assumptions and estimates and may entail known
and unknown risks and uncertainties. Actual development and results as well as the financial and asset
situation may therefore differ substantially from the expectations and assumptions made. This may be due
to market fluctuations, the development of world market prices for commodities, of financial markets and
exchange rates, amendments to national and international legislation and provision or fundamental changes
in the economic and political environment. TUI does not intend to and does not undertake an obligation
to update or revise any forward-looking statements to adapt them to events or developments after the
publication of this annual report.
270
CONTENTS
FINANCIAL YEAR 2022
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
156 Consolidated Financial
Statements
161 Notes
259 Responsibility Statement
by Management
260 Independent Auditor’s
Report
267 Report of the Independent
Auditor Regarding the
consolidated non-financial
statement
269 Forward-Looking
Statements
FINANCIAL CALENDAR
14FEBRUARY2023
Annual General Meeting 2023
14FEBRUARY2023
Quarterly Statement Q1 2023
MAY2023
Half-Year Financial Report H1 2023
AUGUST2023
Quarterly Statement Q3 2023
PUBLISHED BY
TUIAG
Karl-Wiechert-Allee 4
30625 Hanover, Germany
Phone: + 49 511 566-00
Fax: + 49 511 566-1901
www.tuigroup.com
CONCEPT AND DESIGN
3st kommunikation, Mainz, Germany
PHOTOGRAPHY
TUI Group (cover photo, p. 10); Ben Queenborough (p. 6, 8); Christian Wyrwa (p. 11, 18)