2023
ANNUAL
REPORT
3
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
THE FOLLOWING SYMBOLS ARE USED FOR CROSS-REFERENCES:
This is a cross-reference provided by law and / or audited by the auditor as
part of the audit of the financial statements.
Here you will find a page reference to further information within the annual
report. This reference, as a cross-reference not provided for by law or by
the German Accounting Standards (DRS) No. 20, is not subject of an auditor’s
review.
Here is a reference to websites or separate corporate publications. This
reference, as a cross-reference not provided for by law or by the German
Accounting Standards (DRS) No. 20, is not subject of an auditor’s review.
Unless stated otherwise, all change figures refer to the corresponding period from
the previous year.
The Annual Report of TUI Group and the financial statements of TUIAG
are available in German and in English: www.tuigroup.com/en-en/investors/
annual-reports
This report was published on 6 December 2023.
The components subject to publication requirements are also published in the
Federal Gazette and, for the first time, also in XHTML / iXBRL format, taking into
account the requirements of the European Single Format (ESEF) Regulation.
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Contents
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with SebastianEbel
10 Group Executive Committee
11 Report of the Supervisory Board
19 Report of the Audit Committee
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by the Executive Board
and Report on expected Developments
59 Business Review
81 Non-financial Group Declaration of
TUI Group
104 Annual financial Statements of
TUIAG
107 Information required under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
115 Supervisory Board and Executive Board
119 Corporate Governance Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial Statements
182 Consolidated Income Statement
182 Earnings per share
182 Consolidated Statement of Comprehensive Income
183 Consolidated Statement of Financial Position
184 Consolidated Statement of Changes in Equity
186 Consolidated Cash Flow Statement
187 Notes
287 Responsibility Statement by Management
288 Independent Auditor’s Report
294 Report of the Independent Practitioner Regarding
the consolidated non-financial statement
296 Forward-Looking Statements
4
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with SebastianEbel
10 Group Executive Committee
11 Report of the Supervisory Board
19 Report of the Audit Committee
1
5
CONTENTS
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with
SebastianEbel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Financial Highlights
TUI Group– financial highlights
€ million
2023
2022
adjusted
Var. %
Var. %
at constant
currency
Revenue 20,665.9 16,544.9 + 24.9 + 25.8
Underlying EBIT
1
Hotels & Resorts 549.5 480.3 + 14.4 + 15.9
Cruises 236.0 0.8 n. a. n. a.
TUI Musement 36.0 23.7 + 51.7 + 86.9
Holiday Experiences 821.5 504.7 + 62.8 + 65.8
Northern Region 71.5 – 101.6 n. a. n. a.
Central Region 88.1 74.6 + 18.1 + 13.9
Western Region 81.1 – 31.5 n. a. n. a.
Markets & Airlines 240.6 – 58.6 n. a. n. a.
All other segments – 84.8 – 37.4 – 126.6 – 127.0
TUI Group 977.2 408.7 + 139.1 + 136.8
EBIT
1
999.3 320.0 + 212.3
Underlying EBITDA 1,775.3 1,224.6 + 45.0
EBITDA
2
1,858.5 1,203.3 + 54.4
Group profit / loss 455.7 – 212.6 n. a.
Basic earnings per share
3
€ 0.80 – 1.02 n. a.
Net capex and investment 493.7 315.9 + 56.3
Equity ratio (30 Sept)
4
% 12.1 4.2 + 7.9
Net debt (30 Sept) 2,106.2 3,436.2 – 38.7
Employees (30 Sept) 65,413 61,091 + 7.1
Due to the re-segmentation of Future Markets from All other segments to Hotels & Resorts, TUI Musement and Central Region in financial
year 2023, previous year’s figures have been adjusted.
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 2023 of the TUI Group was prepared for the reporting period from 1 October 2022 to 30 September 2023.
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 page 65.
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
Earnings per share for all periods presented were adjusted for the impact of the 10-for-1 reverse stock split in February 2023 as well as
the impact of the subscription rights issued in the capital increase in March 2023.
4
Equity divided by balance sheet total in %, variance is given in percentage points.
11
CONTENTS
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with
SebastianEbel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 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,
The financial year 2023 was characterised by a further recovery in business operations and the Group
achieved a result that was significantly higher than in the previous year. At the same time, TUI realised fur
ther
important measures that enabled the company’s financial stability to be restored. Following the challenges
posed by the pandemic, the time has now come to refocus on the implementation of strategic measures and
profitable growth.
Even at the beginning of the financial year, we benefited from good incoming bookings, with average prices
at times exceeding pre-pandemic levels. In a macroeconomically challenging environment, this demonstrated
the great importance of travelling for people and the pent-up demand created by the years of the coronavi
rus
pandemic. Although customers continued to book at shorter notice, the strong demand for
TUI products
also demonstrated the attractiveness of the Group’s product portfolio. As the financial year progressed,
incoming bookings developed in line with expectations and we recorded a strong summer season. However,
the financial year 2023 was not without its operational challenges. Flight operations had normalised com
pared
to the previous year and the tourism industry was able to recruit staff comparatively better and faster. How
ever,
periods of heat and forest fires in southern Europe kept us and our customers busy in summer 2023, which
also had a short-term impact on the development of bookings. For TUI, the safety of our guests and employ
ees
was always our top priority.
In addition to operational development, strengthening
TUI’s financial stability remained a key task in the
past
financial year. In December 2022, a repayment agreement was negotiated with the Economic Stabilisa
tion Fund
(
WSF) regarding the stabilisation measures granted during the coronavirus pandemic. The Executive Board
informed us as the Supervisory Board in detail about the developments in the talks and negotiations.
The
measures to implement this agreement were then also the subject of our Annual General Meeting in
February2023, which was held virtually for the first time on the basis of the new legal regulations. This
en
abled us to engage in direct dialogue with our shareholders again, but unfortunately it was not free of
technical disruptions. However, we gained important insights from the completely new format and will work
on facilitating a disruption-free dialogue in future. Due to the pleasingly positive response to the recapitali-
sation measures, a reverse stock split at a ratio of 10:1 was completed following the Annual General Meeting,
creating the conditions for the successful placement of a further capital increase in March / April2023. As a
result, TUI was able to fully repay the stabilisation measures of the WSF, achieved a further reduction in in
terest
costs and debt and thus also a significant improvement in its credit ratios. A further important step was then
taken in May2023 with the extension of our revolving credit facility until summer 2026. The support from
the banks was once again a vote of confidence in our business model and the Group’s future strategy.
Com
bined with strict liquidity and investment management, this led to a significant improvement in the
company’s financial situation, which the rating agencies also honoured with an upgrade.
With the repayment of the
WSF stabilisation measures, the conditions and requirements to be fulfilled by
TUIAG in accordance with Framework Agreement II ended and thus also the remuneration restrictions for
the members of the Executive Board. Accordingly, the Supervisory Board dealt with the re-implementation
of the current Executive Board remuneration system and defined target values for the long-term variable
remuneration. Together with the Executive Board, we were able to update the Declaration of Conformity
with the German Corporate Governance Code in August2023 and declare that the recommendations of the
German Corporate Governance Code as amended are now fully complied with again. We also addressed the
remuneration system as a whole, as the past few years since the Boeing grounding have shown the limits of
the existing system. We have therefore initiated a revision. The feedback from investors and proxy advisors
on
the existing system and our experience since its introduction have been incorporated into our deliberations
on adjustments. We now intend to submit a balanced proposal for a revised Executive Board remuneration
system to the upcoming Annual General Meeting in February2024.
The strategic direction and further development of the Group was also always the subject of our meetings.
The Executive Board informed us in detail about the growth initiatives in the two divisions Holiday Experi
ences
and Markets & Airlines, which are embedded in a central customer ecosystem and supported by the sustaina-
bility agenda and employees. As part of the Supervisory Board’s discussions, the Group’s sustainability
agenda „People, Planet, Progress“ was given high priority. For example, we were informed about the emis-
sion reductions of our airlines, cruise ships and hotels by 2030, which have been tested and validated by the
Science Based Targets initiative (
SBTi) on the basis of the latest climate science findings.
Before I turn to the report of the Supervisory Board, I would like to express my sincere thanks to the share-
holders of
TUIAG. As in the years of the coronavirus pandemic, you showed your comprehensive support in
the past financial year and paved the way for further capital measures with a large majority at the Annual
General Meeting 2023. You have thus once again demonstrated your confidence in the
TUI Group and helped
the company regain its financial stability. You have ensured that the management can once again focus on
the strategic development of the company and on profitable growth.
12
CONTENTS
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with
SebastianEbel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
1 Dr Dieter Zetsche
Chairman of the Supervisory Board
3 Ingrid-Helen Arnold
11 Mark Muratovic
7 Peter Bremme
15 Janina Kugel
5 Helena Murano
13 Joan Trían Riu
9 María Garaña Corces
17 Wolfgang Flintermann
19 Stefan Heinemann
4 Sonja Austermühle
12 Anette Strempel
8 Dr Jutta A. Dönges
16 Andreas Barczewski
6 Coline Lucille McConville
14 Tanja Viehl
10 Christian Baier
18 Prof. Dr Edgar Ernst
20 Stefan Weinhofer
2 Frank Jakobi
Deputy Chairman
13
CONTENTS
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with
SebastianEbel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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 (page 119). In doing so, the Supervisory Board has primarily monitored the
legality, propriety, expediency and efficiency of the work of the management and the Executive Board, with
a significant focus on the refinancing of the Group. 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 outside meetings. The reports included all relevant information on the development and
implementation of strategic targets, liquidity development, planning, business development during the year
and the situation of the Group, and risk management and the internal control system, compliance, but also
reports from the capital markets (e.g. from analysts) and the press. In the financial year 2023, the focus
was
on the refinancing strategy for the Group, in particular the capital split and implementation of a capital
increase with subscription rights and the extension of the revolving credit line. Other topics of discussion
were
the personnel and Group strategy as well as the booking behaviour of customers in the current macroeco
nomic
environment. The Supervisory Board was involved in all decisions of fundamental importance to the compa
ny
in a timely manner. We passed the resolutions required by law, the Articles of Association or the Rules of
Procedure after thorough 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 ad
vance.
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. Discus-
sions 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 Supervi
sory
Board may also submit to the Chairman of the Supervisory Board the need to discuss an item on the agen
da
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.
In addition to the plenum, a total of three committees were established in the past financial year: the
Pre
siding Committee, the Audit Committee and the Nomination Committee. The Mediation Committee to be
formed in accordance with section 27, paragraph 3 of the German Co-determination Act did not have to
meet. The chairpersons of the committees reported regularly and in detail on their work at the ordinary
meetings of the Supervisory Board. In connection with the implementation of a capital increase in spring
2023, a transaction committee set up by the Supervisory Board and consisting of Dr Zetsche, Mr Jakobi,
Prof.
Dr Ernst and Mr Flintermann met. 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 committee meetings were always accessible to all members of the Supervisory
Board. In addition, the meetings were reported on at the respective subsequent Supervisory Board meet
ings.
No additional remuneration or attendance fees were paid for the meetings of the Transaction Committees.
Despite the numerous meetings, we were able to record a consistently high attendance rate at our delibera
tions
in the 2023 financial year, as in previous years. Attendance at the plenary meetings averaged 96.0 % (previous
year 96.3 %) and at the committees 97.2 % (previous year 98.7 %). The vast majority of the mem
bers of the
Supervisory Board participated in all meetings of the Supervisory Board in the financial year 2023 and in its
committees in accordance with their respective membership. Members who were unable to attend the meet
ings
generally participated in the resolutions by sending voting messages. The timely distribution of documents
by the Executive Board in advance of the meetings and the almost universal avoidance of table papers made
the preparation of the meetings much easier for the members of the Supervisory Board. For
organisational
reasons, some Supervisory Board and committee meetings were also held as video confer
ences to ensure the
availability of Supervisory Board members for meetings scheduled at short notice. The exact breakdown of
presence and video conference meetings can be seen in the table below.
Until the stabilisation measures were redeemed on 27April2023, the Economic Stabilisation Fund (
WSF), in
addition to the members of the Supervisory Board, exercised its right to be a guest at the meetings of the
Supervisory Board and its committees, as agreed in the second framework agreement of January2021,
in
sofar 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.
14
CONTENTS
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with
SebastianEbel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Attendance at meetings of Supervisory Board in financial year2023
Supervisory
Board
meetings
Transaction
committees
Presiding
committee
Audit
committee
Nomination
committee
Meetings total 10 1 6 8 1
thereof virtual 4 1 1 2 0
Name
DrDieter Zetsche (Chairman) 10 (10) 1 (1) 6 (6)
*
7 (8) 1 (1)
*
Frank Jakobi (Deputy Chairman) 10 (10) 1 (1) 6 (6) 8 (8)
Ingrid-Helen Arnold 9 (10)
Sonja Austermühle 9 (10)
Christian Baier 7 (10) 8 (8)
Andreas Barczewski 10 (10)
Peter Bremme 10 (10) 6 (6)
DrJutta Dönges 8 (10) 5 (6) 7 (8) 1 (1)
Prof. DrEdgar Ernst 10 (10) 1 (1) 6 (6) 8 (8)
*
1 (1)
Wolfgang Flintermann 10 (10) 1 (1)
Maria Garaña Corces 9 (10)
Stefan Heinemann 10 (10) 8 (8)
Janina Kugel 10 (10)
Coline Lucille McConville 10 (10)
Helena Murano 10 (10)
Mark Muratovic 10 (10) 8 (8)
Anette Strempel 10 (10) 6 (6)
Joan Trían Riu 10 (10)
Tanja Viehl 10 (10)
Stefan Weinhofer 10 (10) 8 (8)
Attendance at meetings in % 96.0 100.0 97.2 96.9 100.0
Attendance at Committee meetings in % 97.2
(In brackets: number of meetings held)
* Chairperson of Committee
Main topics of the Supervisory Board’s work
There were ten meetings of the Supervisory Board. Of these, six were held as presence meetings, while four
were held as video conferences. Furthermore, the established transaction committee of the Supervisory
Board met one time, and four additional resolutions were passed by circular resolution. The following main
points were the subject of the individual meetings:
1. In its meeting on 5October2022, the Supervisory Board first dealt with the preliminary report on the
past financial year. In addition, the Supervisory Board was informed about the current booking situation,
the liquidity situation and the refinancing options of the Group. The agenda also included an update on
the sanctioning of a major shareholder and the revised competence profile of the Supervisory Board,
including a qualification matrix. The Supervisory Board also informed itself about the law on the intro-
duction of virtual general meetings and decided to hold the next ordinary general meeting in virtual
format. Furthermore, the members of the Supervisory Board received an update on the definition of the
performance criteria for the individual performance of the Executive Board members, the performance
of the Executive Board as a whole and the achievement of stakeholder targets. Finally, the Board dealt
with general succession planning and discussed possible changes to the Executive Board.
2. In a circular resolution on 18October2022, the Supervisory Board approved, in implementation of the
changes discussed at the meeting on 5October, the termination by mutual consent of the appointment
of Mr Frank Rosenberger as a member of the Executive Board of
TUIAG and the amendment of the
business allocation plan.
3. The extraordinary meeting on 23November2022 dealt with an update on the Group’s refinancing strat
egy.
The prerequisites for the refinancing options and, among other things, their implications for the compa
ny’s
rating were examined. In addition, the members of the Supervisory Board also had the potential conse-
quences and effects of the possible refinancing for the company and the shareholders and their legal
assessment explained to them.
4. The meeting on 13 December 2022 initially included a discussion of the draft repayment agreement with
the
WSF and the associated key conditions, requirements and implications. The agenda also included the
financial statements of the Group and
TUIAG, each of which had been issued with an unqualified audit
certificate by the auditors, and the combined management report for the Group. The Executive Board
and the auditors were also present. The Audit Committee had already dealt extensively with these re
ports
the previous day and also had the opportunity to discuss them with the auditors without the Executive
Board. The members of the Supervisory Board approved the financial statements prepared by the
Ex
ecutive Board and the combined management report for TUIAG and the Group. The annual financial
statements for 2022 were thus adopted. The Supervisory Board also approved the Report of the Super-
visory Board, the Corporate Governance Report and the Remuneration Report. In addition, the declara
tions
of compliance with the German and
UK Corporate Governance Code and the proposal to the Annual
General Meeting to commission Deloitte GmbH Wirtschaftsprüfungsgesellschaft for the 2023 half-year
and annual financial statements were adopted. Furthermore, the Supervisory Board adopted the agenda
for the Annual General Meeting on 14February2023 and approved the revised competence profile and
15
CONTENTS
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with
SebastianEbel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
the qualification matrix. Other topics discussed at the Supervisory Board meeting included the person
nel
and social report, an update on the
IT organisation and remuneration topics for the Executive Board.
5. The meeting on 13February2023 included explanations on the quarterly report and quarterly financial
report as well as the current booking situation. In addition, the current developments regarding the refi
nanc-
ing project were discussed at the meeting. The Supervisory Board was also informed about the
current
status of the preparations for the Annual General Meeting and received an update on the imple
mentation
of the strategic initiatives and on customer satisfaction. The agenda also included the extension of
Mr
Peter Krueger’s appointment for another three years, the related remuneration adjustment in the
second cycle and remuneration topics for the Executive Board.
6. At the extraordinary constituent meeting on 14February2023 after the Annual General Meeting, the
members of the Supervisory Board re-elected Dr Dieter Zetsche as Chairman of the Supervisory Board
and thus also as a member and Chairman of the Presiding Committee and the Nomination Committee.
In addition, Dr Dieter Zetsche and Mr Christian Baier were elected members of the Audit Committee.
7. In a so-called learning session on 23February2023, the Supervisory Board was informed in detail about
the requirements of the
UK stock exchange supervisory authority as well as the rights and obligations of
the directors in connection with a possible capital increase, in particular with regard to the prospectus
required for BaFin and
FCA. This was a requirement of the UK Listing Rules. This was attended by both
our external legal advisors and representatives of the sponsoring bank.
8. In an extraordinary meeting on 10March2023, the Executive Board reported to the Supervisory Board
on the process, timetable and potential volume of a capital increase. The Supervisory Board approved
the capital increase in principle and set up a Transaction Committee for further implementation.
9. At its meeting on 24March2023, the Transaction Committee approved the measures required for the
placement of the capital increase and its implementation within the scope of its authority as assigned by
the Supervisory Board.
10. In a circular resolution on 4April2023, the Supervisory Board approved the sale of the stake in peakwork AG.
11. At the meeting on 9May2023, the Executive Board explained the report on the current financial year,
the quarterly financial statements and the first half of 2023, which the Audit Committee had already
discussed on the previous day. In addition, the Executive Board gave an update on the successfully
com
pleted capital increase and the refinancing strategy. Other key topics of the meeting were updates
on the People and Group strategy. The Supervisory Board also dealt with changes in the composition of
the Group Executive Committee and discussed succession planning in general. In addition, the Super-
vi
sory
Board decided on the exercise of LTIP adjustment mechanisms in the context of Executive Board
matters, received an update on the remuneration restrictions for the Executive Board and on the
termi
nation of the WSF’s guest rights as a result of the redemption of the stabilisation measures.
12. At its meeting on 4July2023, the Supervisory Board first received an update on the current business
development and IT security. Furthermore, the Board dealt with the establishment of two joint venture
companies. In the context of Executive Board matters, the Supervisory Board approved the appointment
extension of Ms Sybille Reiss for another three years as well as the related remuneration adjustment and
discussed the remuneration structure of the Executive Board members. The agenda also included an
update on corporate governance at
TUIAG and a report on a revised internal guideline on the control of
related party transactions.
13. In a circular resolution on 16August2023, the Supervisory Board approved the exercise of LTIP adjust
ment
mechanisms and the update of the corporate governance declaration in the course of the year in accord
ance
with section 161 of the German Stock Corporation Act.
14. In a circular resolution on 28August2023, the Supervisory Board approved the sale of the stake in
Raif
feisen-Tours RT-Reisen GmbH and the purchase of a share in TRAVELStar GmbH.
15. At its strategy meeting on 6September2023, the Supervisory Board received an update on the strategic
orientation and developments in the individual company segments. It also discussed the People strategy,
IT and sustainability as well as the impact of artificial intelligence on the tourism industry and TUI’s busi
ness
model.
On the second day of the meeting, the Supervisory Board received a report on the current financial year
at its ordinary meeting on 7September2023. In addition, the Board adopted the budget for the coming
financial year and the three-year plan and took note of the report on security, health and safety. In
ad
dition, the Supervisory Board set the target values for the annual performance-related remuneration
of the Executive Board for the following financial year and discussed in principle the options for revising
the
Executive Board remuneration system. Other topics included an update on the revision of the qualifica
tion
matrix and the assessment of the independence of shareholder representatives in accordance with the
German Corporate Governance Code and the
UK Code.
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 accordance of
UK principles. In addition, the Presiding
Committee prepares the meetings of the Supervisory Board. In the reporting period, six meetings were held.
Of these, five were held as presence meetings, while one were held as video conferences.
16
CONTENTS
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with
SebastianEbel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The Presiding Committee, which is made up of equal numbers of members, consists of:
• Dr Dieter Zetsche (Chairman)
• Peter Bremme
• Dr Jutta Dönges
• Prof. Dr Edgar Ernst
• Frank Jakobi
• Anette Strempel
1. At its meeting on 4October2022, the Presiding Committee dealt with possible changes to the composi
tion
of the Executive Board and the definition of performance criteria for the individual performance of
Ex
ecutive Board members, the performance of the Executive Board as a whole and the achievement of
stakeholder goals and their relative weighting for the following financial year. The Executive Committee
also dealt with the revised competency profile for the Board and the qualification matrix as well as with
the drafts of the Report of the Supervisory Board and the Corporate Governance statements for the
annual report 2022.
2. On 12 December 2022, the target achievement for the variable remuneration components of the Execu
tive
Board in the 2022 financial year was the subject of discussion, subject to the validity of the remuneration
restrictions. In addition, the exercise of
LTIP adjustment mechanisms was discussed. In the context of
Supervisory Board matters, the annual planning of the Supervisory Board and its committees for the
2023 and 2024 financial years as well as the competence profile and the qualification matrix were among
the items on the agenda.
3. At its meeting on 13February2023, the Presiding Committee received an update on the remuneration
restrictions for the Executive Board in the course of the utilisation of stabilisation measures of the
WSF.
In addition, the Committee discussed the extension of the appointment and service agreement of
Mr
Peter Krueger for a further three years.
4. On 8May2023, the Presiding Committee received an update on the composition of the GEC and
dis
cussed the general succession planning, including the quota for women. Furthermore, the members
of the Committee again dealt with the remuneration restrictions for the Executive Board, the exercise of
LTIP adjustment mechanisms and the termination of the WSF’s guest rights after the redemption of the
stabilisation measures at the end of April2023.
5. At the meeting on 4July2023, the Presiding Committee dealt with the extension of Ms Sybille Reiss’s
service agreement by a further three years and discussed the level of remuneration of the members of
TUI AG’s Executive Board. Apart from other remuneration topics, the agenda included an update on
corporate governance at
TUIAG.
6. On 5September2023, the Presiding Committee discussed the determination of the target values for
annual performance-related remuneration for the following financial year. Furthermore, the general
fur
ther development of the remuneration system was discussed. In addition, the update on the revision
of the qualification matrix and the assessment of the independence of the shareholder representatives
on the board according to the German Corporate Governance Code and the
UK Code were discussed.
Audit Committee
The Audit Committee met for eight ordinary meetings in the 2023 financial year. Of these, six were held as
Presence meetings, while two were held as video conferences. Please refer to the detailed report of the
Audit Committee on page 19 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 share-
holder candidates to the Supervisory Board for its election proposals to the general meeting or for appoint
ment
by the district court.
The members of the Nomination Committee, which met one time in an attendance meeting, were:
• Dr Dieter Zetsche (Chairman)
• Dr Jutta Dönges
• Prof. Dr Edgar Ernst
In its meeting on 13 December 2022, the Nomination Committee dealt with the resolution recommendation
for the nomination of Mr Baier, Ms Murano and Dr Zetsche (shareholder representatives) for election at the
following Annual General Meeting.
Corporate Governance
The TUIAG share has its initial listing on the London Stock Exchange in the United Kingdom. In this context,
TUIAG’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 govern
ance.
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 a practicable extent – 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 2023 with the Executive Board in accordance with section 161
AktG.
The GCGC will be fully complied with again from August2023. For further details, please refer to the
Corpo
rate Governance Report. The deviations from the UK CGC are largely due to the conceptual difference
17
CONTENTS
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with
SebastianEbel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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
com
pany (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 2023 pursuant to section 161 of
the German Stock Corporation Act (AktG) and the declaration on the UK CGC can be found in the Corporate
Governance Report jointly prepared by the Executive Board and the Supervisory Board in this Annual
Re
port (page 11) 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
fi
nancial year and determined that no conflict of interest arose in the 2023 financial year.
Audit of the annual financial statements and consolidated financial statements of
TUIAG and the 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 the financial year 2023 prepared on the basis of the International Financial Report
ing
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 meeting
on 4Decem
ber2023 and at our balance sheet meeting on 5 December 2023, at which the Executive Board
ex
plained 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
no cause for objections and therefore concurred with the Executive Board’s assessment of the situation of
TUIAG and the TUI Group.
On the recommendation of the Audit Committee, we approve the financial statements for financial year
2023;
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 30September2023 is shown in
the overviews on pages 115 for the Supervisory Board and on page 117 for the Executive Board.
SUPERVISORY BOARD
In the following, I will give you an overview of the personnel changes on the Supervisory Board.
At the proposal of the Supervisory Board, Dr Zetsche was re-elected by the
AGM 2023. In addition, the AGM
2023 confirmed Ms Murano and Mr Baier as members of
TUIAG’s Supervisory Board. Both members had
initially been appointed by court order on 31May2022.
PRESIDING COMMITTEE
In financial year 2023, there were no changes in the composition of the Presiding Committee of TUIAG.
AUDIT COMMITTEE
In financial year 2023, there were no changes in the composition of the Audit Committee of TUIAG. Dr Zet
sche
and Mr Baier were also re-elected to the Audit Committee following their election by the Annual General
Meeting.
NOMINATION COMMITTEE
In financial year 2023, there were no changes in the composition of the Nomination Committee of TUIAG.
EXECUTIVE BOARD
Frank Rosenberger, Chief IT Officer and Future Markets, has decided to leave the Group with effect as of the
expiry of 31October2022. Mr Rosenberger had been with
TUI since 2015 and had been responsible for
Future Markets and the Group’s digitalisation on the company’s Executive Board since 2017. Under his
re
sponsibility, a global system for TUI tour operators was launched and the digitalisation of the company was
significantly advanced.
The reduction in the number of Executive Board members also required a reorganisation of responsibilities
in the management body. The
CIO with his central IT functions of the TUI Group is located in the direct area
of responsibility of CEO Sebastian Ebel. The other IT units are interlinked with the operational areas to
en
able a fast and efficient implementation of the digitalisation strategy. Peter Krueger is fully responsible for
the Holiday Experiences area at Executive Board level.
18
CONTENTS
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with
SebastianEbel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Thanks to
The Supervisory Board would like to thank the employees of the TUI Group for their great commitment
in
the past financial year. Thanks to your commitment, TUI has managed to regain its strength after the
pandemic– in your respective areas of responsibility, you have all contributed to enabling
TUI customers to
enjoy the best time of the year.
Hanover, 5 December 2023
For the Supervisory Board
Dr Dieter Zetsche
Chairman of the Supervisory Board
19
CONTENTS
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with
SebastianEbel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 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 reporting,
financial information during the year and the individual financial statements according to the German Com-
mercial 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)
and the
UK Corporate Governance Code (UK CGC) and the rules of procedure of the Supervisory Board.
In
addition, the Board Office also dealt for the Audit Committee with the implementation of the Financial
Reporting Council’s (
FRC) ‘Audit Committees and the External Audit Minimum Standard’ and determined
that the requirements are already being met.
Furthermore, the Audit Committee is responsible for the selection of the external auditor, whereby it also
reviews the qualification as well as the independence of the auditor. The selected auditor is then proposed
by the supervisory board to the general meeting for appointment. After the appointment by the 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-yearly financial report as well as any additional interim financial information that meets the require-
ments for the half-yearly financial report. The Audit Committee has agreed with the auditor that the auditor
shall 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.
PROF. DREDGAR ERNST
Chairman of the Audit Committee
20
CONTENTS
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with
SebastianEbel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The Audit Committee, which has equal representation, 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 its audit. The Chairman of the Audit
Committee, Prof. Dr Edgar Ernst, is an expert in both areas. In addition, Mr 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 page 119, 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 page 121).
The Audit Committee regularly meets six times a year. The meeting dates and agendas are based in particu
lar
on the reporting cycle of the Group and the agendas of the Supervisory Board. In addition, there may be
other topic-related meetings. 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 usually published shortly before the annual closing date.
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, Group
Corporate Finance & Group 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 individ
ual
discussions with the Executive Board, division heads or the responsible partners of the auditor if this
ap-
peared 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 page 14. The format
of the respective meeting is also shown there, as these meetings are held both in person and as a video
conference.
Informative value of financial reporting and monitoring of the accounting process
The preparation of the annual financial statements and annual report of a German public limited company
is the sole responsibility of the Executive Board. According to § 243 (2)
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 convinced
– 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 also satisfy ourselves 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
fi
nancial situation of the Group in the four Audit Committee meetings, which took place immediately before
the publication of the respective financial statements. The corresponding reports were discussed. If the
auditor had conducted an audit or review, the auditors reported on the results of the audit at these meetings
in detail on important aspects of the financial statements and on the results of the audit or the auditor’s
review. According to the
DCGK discussions should take place in the absence of the Executive Board on a
regular basis. In the past financial year, the Audit Committee was also regularly given this opportunity. This
applies in particular to the audit of the financial statements. In the past 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 reported to the Audit Committee on each occasion.
In order to monitor accounting, we dealt intensively with individual aspects. As in previous years,
TUI’s eco-
nomic development was a central topic in our meetings. In particular, we received detailed reports from
TUIAG’s Executive Board on the measures taken to refinance the company.
In addition, we considered the accounting treatment of significant balance sheet items, in particular goodwill,
specific provisions as well as the development of
TUIAG’s equity. In consultation with the auditor, we assured
21
CONTENTS
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with
SebastianEbel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
ourselves that the assumptions and estimates underlying the accounting were appropriate. Furthermore,
material aspects arising from the operational business were acknowledged by the Audit Committee.
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 area. Structured working capital management was also
extended to the subsidiaries. We were regularly informed about these projects in our meetings. Also after
the outbreak of the
COVID-19 pandemic, these processes were accompanied by 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 figure ‘underlying
EBIT’ and the significant items
(adjustments) eliminated here were discussed for each quarterly report and for the annual financial state
ments.
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 viability state
ment
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 business year was also discussed. Since none of the transactions – neither on an individual nor on
a cumulative basis – exceeded the defined threshold value in the reporting year, a control of the monitored
individual matters was carried out.
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 decided to seek support of the auditor, Deloitte, in reviewing the disclosures. According
ly,
we have been informed of the results of the auditor’s review and are of the opinion that the information
published in the
CSR Report is appropriate and adequate.
Our assessment of all aspects of accounting and financial reporting discussed is consistent with the assess
ment
of the Executive Board and the auditor.
On 21November2022, TUI received a letter from the UK regulator (FRC) with respect to the inclusion of TUI
in
the selection for their thematic review on earnings per share (IAS33). The letter raised no questions re
quiring
a response or further correspondence with the FRC. The schedule to the letter set out a number of obser
va-
tions on the reporting for earnings per share in
TUI’s Annual Report for the year ended 30September2021.
The observations and the recommendations made in the FRC’s publication on their thematic review of earn
ings
per share (
IAS33) have been taken into account in the preparation of the 2023 Annual Report.
The
FRC’s review is based on the published Annual Report and Accounts and does not benefit from detailed
knowledge of the business or an understanding of the underlying transactions. lt provides no assurance
that the Annual Report and Accounts is correct in all material respects. The
FRC’s role is not to verify the
information provided, but to consider compliance with reporting requirements. The FRC accepts no liability
for reliance on the
FRC’s review by the Company or any third party, including but not limited to investors and
shareholders.
On 22 August 2023,
TUI received a letter from the German regulator (BaFin) ordering a random audit of the
annual report as of 30 September 2022. The scope of the audit comprises the reporting on the macroeco-
nomic environment, the consideration of climate-related risks, the maintenance provisions in connection
with aircraft lease agreements and specific notes to the financial statements. BaFin’s catalogues of questions
received on 30 August and 30 October 2023 were answered by
TUI in due time respectively.
Effectiveness of the control and risk management system
The Audit Committee is guided in its legal obligation to deal with the effectiveness of the internal control and
risk management system by the conviction that a stable and effective internal control system is indispensa
ble
to ensure economic success in the long term. To fulfil its monitoring task, the Audit Committee is regularly
informed about the maturity of the implemented controls and also about the further development 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 the identification of further control needs and the permanent improvement of
ex
isting 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 timely elimination.
The Audit Committee receives regular reports on the effectiveness of the risk management system, as
shown in the risk report starting on page 35. The Risk Oversight Committee that has been set up is of crucial
importance 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
dis
cussions 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 determined in this context. The Audit Committee
believes that the regular coordination ensures the effectiveness of the internal audit.
22
CONTENTS
FINANCIAL YEAR 2023
5 Financial Highlights
6 Interview with
SebastianEbel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
In the course of our meetings, we were again informed in this business year about the implementation and
guarantee of the regulations of the European Data Protection Regulation (EU GDPR) in the individual
busi
ness areas. Based on this report, we are convinced that the projects continuously initiated and measures
taken throughout the Group for this purpose are designed to fulfil the requirements of the
EU GDPR.
Whistleblowing systems for employees in the event of compliance violations
A standardised whistleblowing system has been set up in TUI Group through which employees can draw
attention to possible 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 past financial year.
Review of the independence and objectivity of the auditor
For financial year 2023, the Audit Committee recommended to the Supervisory Board that Deloitte GmbH
Wirtschaftsprüfungsgesellschaft (Deloitte) be proposed to the Annual General Meeting as auditors. Follow
ing
the appointment of Deloitte as auditors by the Annual General Meeting in February2023, the Supervisory
Board commissioned Deloitte to audit the 2023 financial statements.
The Audit Committee had Deloitte explain to it in advance the audit plan for the annual financial statements
as at 30September2023. This plan includes the main focal points of the audit 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 objec
tivity
of the auditor to be given and has also established with the quality of the audit within the framework of a
structured survey.
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 2024. 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 the first
election 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 order. The chairperson of the Audit Committee is only involved in the decision if a fixed 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 procedure is in line with the company’s exist
ing
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, the non-audit services amounted to € 2.1 m. The audit fee received by the
auditor, excluding voluntary audits, amounted to € 8.6 m. The corresponding non-audit services accounted
for approximately 24 % of Deloitte’s audit fees.
I would like to thank the members of the Audit Committee, the auditors, the Executive Board and all employ
ees
involved for their trusting and committed cooperation in the past financial year.
Hanover, 4 December 2023
Prof. Dr Edgar Ernst
Chairman of the Audit Committee
23
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
COMBINED
MANAGEMENT REPORT
*
24 TUI Group Strategy
28 Corporate Profile
28 Group Structure
31 Value-oriented Group Management
35 Risk Report
55 Overall Assessment by the Executive Board and Report on expected Developments
59 Business Review
59 Macroeconomic, Industry and Market Framework
63 Group Earnings
67 Segmental Performance
72 Net Assets
74 Financial Position of the Group
81 Non-financial Group Declaration of TUI Group
104 Annual financial Statements of TUIAG
107 Information required under Takeover Law
110 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
24
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI Group Strategy
Tourism is a growth sector driven by strong fundamentals
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. This demand has proved highly resilient – after
the disruption of
COVID-19 and resulting travel restrictions, international arrivals are expected to return
almost to pre-pandemic levels in 2023
3
. At TUI, we experienced a strong uplift in bookings for our desti nations
on the easing of government travel restrictions during the pandemic, and in Summer 2023, Markets & Air
lines
customer numbers rebounded almost completely to Summer 2019 levels, coupled with a strong 8 % increase
in average selling price versus prior season, and 26 % increase versus Summer 2019. Therefore, we expect
leisure tourism to continue to be an attractive growth market over the long-term.
The industry still faces some key challenges. Cost inflation (driven by higher energy costs and labour supply
shortages), higher interest rates and foreign exchange fluctuations all impact supplier cost bases, as well as
putting a squeeze on household income and hence consumer sentiment. In turn, this reinforces customer
needs for brands which they can depend on, and which deliver choice and flexibility in configuring the right
product for them.
TUI’s focus on delivering quality to our customers while increasing choice and flexibility,
both in terms of our product offer, and by increasing the flexibility of flight and hotel sourcing, mean that we
can deliver growth by offering value and choice, without additional risk capacity.
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. TUI has committed to Science Based Targets, in order to significant
ly
reduce carbon emissions in our airline, hotels and cruise business by 2030, with a further commitment to
reach net-zero by 2050 at the latest. In addition, our Sustainability Agenda sets out our wider commitments
to sustainability, in terms of People, Planet and Progress.
Also see page 26 – 27 and the Non-financial Group Declaration from page 81 onwards.
TUI’s business model – foundation for success
TUI is a leisure experiences group covering the entire holiday journey, serving millions of customers, operating
126
aircraft, 424 hotels (including our concept hotels) and 16 cruise ships
4
, as well as a sizeable experiences, trans-
fers and tours business. The group is structured into two divisions – Holiday Experiences and Markets & Airlines.
Holiday Experiences delivers differentiated content in hotels, cruises, experiences, transfers and tours:
• 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 mainly outside our
own source markets.
• 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
5
,
benefitting from multi-channel distribution via Markets & Airlines, direct to customer and via third parties.
•
TUI Musement is one of the largest
6
digital providers in the online intermediary market for tours and
activities, including experiences (excursions, activities and tickets) and tous (multi-day tours), connecting
our own and third party product portfolio in destinations with Markets & Airlines customers, direct to
customer and via third parties; as well as providing transfers and customer support in the destination.
4
As at 30 September 2023, including concept hotels in third party properties
5
As measured by capacities
6
As measured by market share
1
Based on WTTC Economic Impact Research 2023– Travel & Tourism sector contributed 10.3 % to global GDP in 2019; this decreased
to 5.3 % in 2020, 6.1 % in 2021 and 7.6 % in 2022, due to government restrictions on mobility. However, Travel & Tourism GDP is ex-
pected to reach 95 % of 2019 levels in 2023.
2
Based on UNWTO international travel arrivals CAGR versus global GDP CAGR for 2015 to 2019
3
UNWTO World Tourism Barometer September2023
25
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Markets & Airlines distributes and fulfills holidays to a large customer base in more than a dozen source
markets.
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 our products and services. 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.
As a vertically integrated group, it is also important to leverage cross-sell and upsell potential across all divi
sions,
and the power of our brand in order to reduce cost of sales. Our Central Customer Ecosystem creates the
basis of this, covering all aspects of marketing, sales and service.
TUI’s strategy for profitable growth
As demand recovers post-pandemic TUI is committed to delivering profitable growth. We have already laid
the foundations for this, and delivery is underway.
Our strategy is defined across both of our business divisions, embedded onto one central customer eco-
system, 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.
Strategy Implementation – our strategy diamond
Sustainability
Holiday
Experiences
Central Customer
Ecosystem
Group Strategy
Markets &
Airlines
People
7
As measured by brand consideration in TUI brand performance tracking, completed by Metrixlab
26
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
HOLIDAY EXPERIENCES
Our Holiday Experiences strategy focusses on asset-right, profitable growth in differentiated content and
expanding the customer base with multi-channel distribution, in particular outside Markets & Airlines.
In Hotels & Resorts, product growth is delivered by expanding our portfolio in new and existing destinations.
In financial year 2023 we added 41 new hotels to our pipeline. Growth in hotels is based on an asset-right and
scaleable approach – through our joint ventures, the
TUI Global Hotel Fund, launched by TUI and partners, and
management and franchise contracts. We have continued to develop and enhance our own global distribution
platform, with a focus on global distribution alongside our existing source markets; and we are also expanding
our appeal across customer segments, with launch of new brands.
Product growth in Cruises is driven by investment into new-build ships by our
TUI Cruises JV, with three new
ships being delivered over the next three years. In addition, we are continuing Marella’s fleet upgrade, by replacing
older ships with newer, larger ones, including the launch of Voyager in June2023 (previously Mein Schiff Herz).
Customer growth will be driven by a broader marketing positioning for both
TUI Cruises and Marella.
In TUI Musement, we have realigned our strategy to digitalise all three business sectors – experiences
(ex
cursions, activities and tickets), transfers and tours (multi-day tours), with a strong focus on delivering
profitable growth from the marketing of our own products across all channels, and investing in particular in
more of our own products. In this way, we simultaneously differentiate and position ourselves in the attrac
tive
producer margin area. The digitization of the Experiences segment has already been completed (with the
acquisition in 2018 and subsequent integration of the Musement platform), and we are now focusing on the
Tours and Transfers segments. This will help us generate further customer growth.
MARKETS & AIRLINES
Our Markets & Airlines strategy focusses on strengthening and leveraging our capabilities (including brand
and distribution, differentiated and exclusive product, quality and service) and market positions, with growth
delivered from new products and new customers, based on scaleable common platforms. Product growth is
based on an expanded offer of accommodation only, flight only, car rentals, ancillaries and tours, as well as
increasing the volume and proportion of dynamic packaging and supply, to deliver choice, flexibility and hence
growth, without increasing risk capacity. Customer growth is driven by this increase in choice and flexibility,
as we enlarge our appeal across more customer segments, supported by our brand and marketing strategy,
and initiatives such as the relaunch of First Choice in the
UK which targets new, especially younger, customers.
To increase efficiency and scaleability, we grow based on common platforms and central production. This year,
we rolled-out our group-wide platforms for accommodation only, flight only and dynamic packaging to more
markets, as well as continuing to develop and enhance the capabilities of these platforms. In
TUI Airline, we
operate a strong leisure network, with a high degree of integration with our Markets, on a modern and fuel
efficient fleet. We leverage these strengths and continue to deliver transformation through increased flexibility
and cost efficiency.
CENTRAL CUSTOMER ECOSYSTEM
As well as growing customer volumes, our marketing and distribution strategy focuses on maximizing
customer value, leveraging the synergies between both of our business divisions, and lowering our cost of
distribution. As the basis for this, we will continue to strengthen and leverage the
TUI brand in existing and
untapped customer segments and broaden our brand image for our growth products (such as cities, tours,
accommodation only and experiences). We continue to enhance our app with a focus on native bookflows,
targeting futher growth in the proportion of digital sales made in-app. Our customer relation management
strategy is focused on growing the marketing base through improved permission capture, extension of
automated marketing to all products and channels, and growing revenue by improved cross-channel marketing.
We also continue to streamline the digital customer experience via the operation of a single customer ac
count
and implementing a common payment process. All of this facilitates a full product suite offering and
cross-selling, and increases the number of holiday and experience touchpoints we have with the customer,
whilst at the same time reducing our cost of sales.
Sustainability agenda ‘People, Planet, Progress’
As an industry leading Group, we want to set the standard for sustainability in the market. We believe that
sustainable transformation should not be viewed solely as a cost factor, but that sustainability pays off – for
society, for the environment, and for economic development. Our strategy is therefore underpinned by clear
science-based goals and targets on sustainability.
TUI’s Sustainability Agenda consists of three building
blocks– People, Planet and Progress.
For details please refer to page82.
27
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
PEOPLE
• We will ensure that local people and communities benefit from tourism and the local supply chain.
• We will empower a generation of sustainability changemakers.
TUI Care Foundation will drive positive
social and environmental impacts in tourism communities around the world.
PLANET
• In 2023, our emission reduction targets were recognised by the Science Based Targets initiative (SBTi).
TUI commits to implementing these targets in line with the latest climate science findings.
• 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
• Together with our partners, we will co-create the next-generation sustainable business model for the
tourism industry through our Destination Co-Lab Rhodes.
• 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 2023, relative carbon emissions of our airlines decreased by 3.9 %. This improvement was primarily driven
by higher load factors versus 2022, as well as our re-fleeting programme, with older aircraft being replaced by
new, more carbon-efficient aircraft. In 2023, we still operated 19 Boeing 787 aircraft. In the period under
review, our Boeing 737 Max fleet grew from 35 to 37 aircraft.
Further information is provided on pages 85 to 90
People strategy – digital, engaging, inclusive
Our employees make a key contribution to TUI Group’s success. Our goal is to secure that success in the long
term. In the period under review, we focussed on the continuation of our strategic initiatives defined in the
framework of our People Strategy.
The vision of our People Strategy is to be digital, engaging and inclusive.
In order to implement our strategy, six relevant areas of action have been defined:
1. Simplification, harmonisation and focus
2. Digital transformation
3. Supporting growth
4. Positive employee experience
5. Diversity, equity and inclusion
6. Facilitating top performance
We are thus seeking to create a framework that empowers our employees to deliver the best performance
and succeed as a team.
Further information is provided on pages 91 to 98.
TUI is set for profitable growth
Having driven the recovery post-pandemic, delivered our Global Realignment Programme and defined our
strategy,
TUI is well positioned and committed to capturing market growth. The execution of our strategy is
well underway. As a result,
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 efficiencies and synergies within the business.
28
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Corporate Profile
Group Structure
HOLIDAY EXPERIENCES
Hotels & Resorts
Cruises
TUI Musement
MARKETS & AIRLINES
Nothern Region
Central Region
Western Region
ALL OTHER
SEGMENTS
TUIAG parent company
TUIAG is TUIGroup’s parent company headquartered in Hanover. It holds direct or, via its affiliates, indirect
interests in the principal Group companies conducting the Group’s operating business in individual countries.
Overall,
TUI AG’s group of consolidated companies comprised 266 direct and indirect subsidiaries at the
balance sheet date. A further 20 affiliated companies and 27 joint ventures were included in
TUIAG’s consoli-
dated financial statements on the basis of at equity measurement.
For details on principles and methods underlying the consolidated financial statements and TUIGroup shareholders, see page
190 and 281.
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 manage-
ment 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 applicable.
EXECUTIVE BOARD AND GROUP EXECUTIVE COMMITTEE
As at the balance sheet date, the Executive Board of TUIAG consisted of the CEO and four other Board
members.
For details on Executive Board members, see page 117.
The Executive Board is the Company’s central decision-making body. In addition, there is the Group Executive
Committee (
GEC), which as of 30September2023 consisted of twelve members, including the 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 further details, also see: www.tuigroup.com/en-en/investors/corporate-governance
TUIGroup reporting structure
TUIGroup 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.
TUIGroup also comprises All other segments. The Group’s
reporting structure thus remained unchanged year-on-year in the reporting period.
HOLIDAY EXPERIENCES
Holiday Experiences comprises our hotel, cruise and destination activities.
HOTELS & RESORTS
The Hotels & Resorts segment comprises TUIGroup’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 year2023, Hotels & Resorts comprised a total of 360 hotels with 285,127 beds. 330 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.
29
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
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 45 50 97 105,712
Spain, Mexico, Caribbean,
Cape Verde, Portugal,
Morocco
Robinson 1 17 8 26 16,016
Spain, Greece, Turkey,
Austria, Maledives
Blue Diamond 2 14 21 37 35,329
Cuba, Dom. Rep., Jamaica,
Mexico, Saint Lucia
Others 25 122 53 200 128,070 Spain, Greece, Turkey, Egypt
Total 30 198 132 360 285,127
As at 30September2023
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 in
terms of the number of resorts. Most of its clubs are located in Spain, Greece, Turkey, the Maldives and Austria.
BlueDiamond is a hotel chain in the Caribbean. The Hotels & Resorts segment comprises 37 resorts in the
Caribbean and Mexico.
Other hotel brands include the
TUI signature hotels TUI Blue, TUI Magic Life and TUI Suneo.
TUIBlue, present in about 20 countries, is TUIGroup’s global hotel brand and targeting an international
audience. After five hotel openings in summer2023,
TUI Blue continues its growth path, primarily in new
holiday destinations in Asia and Africa.
TUIMagic Life is an all-inclusive brand, targeting an international audience seeking club holidays with
different profiles in beachfront locations.
TUISuneo offers value for money hotels.
Our hotels operated by third-party hoteliers include a total of 64 hotels belonging to our international
concept brands. This brings the total number of
TUIGroup portfolio hotels to 424.
Hotels & Resorts beds per region in %
(30)
31
Caribbean
(21) 22
Eastern
Mediterranean
10 (7)
Other
countries
19 (20)
Western
Mediterranean
18 (22)
North Africa /
Egypt
Hotels & Resorts financing structure in %
(53) 53
Management
1 (1)
Franchise
8 (8)
Lease
38 (38)
Ownership
% %
In brackets: previous year
30
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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) 11 0 11
Mein Schiff 6 0 6
Hapag-Lloyd Cruises 5 0 5
Marella Cruises 3 2 5
Total 14 2 16
As at 30September2023
TUICruises is a joint venture in which TUIAG and the US shipping company Royal Caribbean Cruises Ltd.
each hold a 50 % stake. With its six ‘MeinSchiff’ vessels,
TUI Cruises is top-ranked in the German-speaking
market for cruises. The Insight Guides (formerly Berlitz Cruise Guide), an international reference for cruise
ship ratings, ranked all six ships operated by
TUI Cruises into high positions in the four-stars category. The
Mein Schiff Herz was transferred to the Marella Cruises fleet in Q32023. The commissioning of three newly
built ships is planned for the coming years, which will bring the fleet to a total of nine ships. After the
pandemic years, TUICruises is thus continuing its growth as planned.
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. They are the only ships worldwide to have each been awarded a five-
star rating by Insight Guides. This makes Hapag-Lloyd Cruises the winner of the title of best fleet worldwide.
With a fleet of five ships, Marella Cruises offers voyages in different segments, including family and city
cruises, in the British market. The former Mein Schiff Herz joined the fleet as Marella Voyager in June2023.
TUI MUSEMENT
The TUIMusement 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. TUIMusement’s business model for the
distribution of experiences (excursions, activities), tickets and tours (multi-day tours) 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 service and operation teams and
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 distribution of tours, activities and experiences 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 organi-
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.
Our strategic venture Sunwing Travel Inc., Canada, sold its tour operation business, which was previously
included in this segment, in May2023.
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 amongst others the corporate centre functions of TUIAG and the interim hold
ings,
the Group’s real estate companies and the Group’s key tourism functions. The future markets business,
which has also been shown in All other segment so far, was resegmented to Hotels & Resorts,
TUIMusement
and Central Region in financial year2023.
31
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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 omitted.
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 impairment 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 reconciliation to
underlying
EBIT also adjusts for goodwill impairments.
To track the Group’s financial position in financial year2023, we identified net capital expenditure and financial
investments as well as
TUIGroup’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 before tax (WACC).
We regard specific carbon emissions (in g CO
2
/ pkm) from our aircraft fleet as a key non-financial perfor
mance
indicator
.
To track business performance in our segments in the course of the year, we also monitor other non-finan
cial
performance indicators, such as the customer numbers in tour operation, capacity or passenger days,
occu
pancy and average prices in Hotels & Resorts and Cruises.
Information on operating performance indicators is provided in the sections on
Segmental performance (page 67)
, the
Non-financial Group declaration (page 81) and in the Report on Expected Developments (page 55).
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
TUIGroup. 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 year2023, we apply a cost of capital of TUIGroup of 11.76 %
(previous year: 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 amortisations
of purchase price allocations are then added to the invested capital.
32
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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,
TUIGroup’s ROIC amounted to 19.10 % (previous year: 7.49 %). Taking into account
the Group’s weighted average cost of capital of 11.76 %, this resulted in an Economic Value Addded of
€ 375.6 m (previous year: negative Economic Value Addded of – € 280.7 m).
Invested Capital
€ million Notes 2023 2022
Equity 1,947.2 645.7
Subscribed capital (24) 507.4 1,785.2
Capital reserves (25) 9,090.1 6,085.9
Revenue reserves (26) – 8,474.6 – 8,432.7
Non-controlling interest (29) 824.3 787.3
Silent Participations (27) 0.0 420.0
plus interest bearing financial liability items 4,922.5 5,921.0
Pension provisions and similar obligations (30) 670.4 601.4
Non-current financial liabilities (32) 1,198.5 1,731.4
Current financial liabilities (32) 98.5 319.9
Derivative financial instruments (41) 37.0 60.7
Lease liabilities (IFRS16) (32) 2,918.1 3,207.5
less financial assets 1,926.4 1,669.6
Derivative financial instruments (41) 268.4 259.1
Cash and cash equivalents (22) 2,060.3 1,736.9
Other financial assets 97.7 173.5
Seasonal adjustment
1
– 500.0 – 500.0
less overfunded pension plans 98.5 163.4
Invested Capital before addition of effects from purchase price
allocation
4,844.7 4,733.7
Invested Capital excluding purchase price allocation prior year 4,733.7 5,569.7
Ø Invested capital before addition of effects from purchase price
allocation
2
4,789.2 5,151.7
Invested Capital before addition of effects from purchase price
allocation
4,844.7 4,733.7
plus effects from purchase price allocation 336.4 315.4
Invested Capital 5,181.1 5,049.1
Invested Capital prior year 5,049.1 5,866.6
Ø Invested Capital
2
5,115.1 5,457.8
1
Adjustment to net debt to reflect a seasonal average cash balance
2
Average value based at beginning and year-end
33
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
ROIC
€ million 2023 2022
Underlying EBIT 977.2 408.7
Ø Invested Capital
*
5,115.1 5,457.8
ROIC % 19.10 7.49
Weighted average cost of capital (WACC) % 11.76 12.63
Value added 375.6 – 280.7
* 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 (including the result of the measurement of the Group’s interest hedges) and
taxes on a constant currency basis developed as follows in the financial year under review:
Reconciliation EBIT
€ million 2023
EBIT 999.3
FX effects from translation to budget rates – 8.3
EBIT at budget rates 991.1
JEV-RELEVANT CASH FLOW BEFORE DIVIDEND
The second Group key figure taken into account in the JEV in accordance with the remuneration system is the
cash flow figure ‘cash flow before dividends’, which is included in the calculation with a weighting of 25 %. For
these purposes, cash flow before dividends is generally calculated using a simplified approach based on the
management cash flow statement. The
TUIGroup’s EBIT is also generally adjusted for currency effects for this
purpose. This basic rule was deviated from for the 2023financial year. The deviations are explained below:
When adopting the resolution on the target setting for the
JEV in September2022, the Supervisory Board of
TUIAG took into account the particular effects on the originally planned cash flow component resulting from
the changes in accounting regulations that have occurred since the remuneration system was established. In
September2022, the Supervisory Board decided to use total cash flow as the second Group key performance
indicator for determining the target achievement of the
JEV.
The total cash flow corresponds to the cash flow after dividends (€ 571.0
m) plus the cash inflow from capital
increases through the issue of new shares (€ 1,760.9
m) less payments for financing / leasing (€ 2,021.4
m). For
the 2023financial year, it amounts to € 310.5 m. The cash flow after dividends in turn results from the cash
flow before dividends (€ 708.1
m) less a coupon on a silent partnership (€ 16.8
m) and dividends from sub-
sidiaries to non-controlling interests (€ 120.3
m).
When adopting the resolution on target achievement, the Supervisory Board also exercised its right to
adjust the conditions of the
JEV at its reasonable discretion in the event of extraordinary events or develop-
ments in order to take account of rare special situations that were not adequately covered by the defined
targets. The cash inflow from capital increases through the issue of new shares (€ 1,760.9 m) was therefore
deducted from the above-mentioned total cash flow (€ 310.5 m) and the following items were increased:
Payments for the revolving credit line (€ 561.2 m), payments for the repayment of hybrid capital (€ 682.4 m)
and payments for the repayment of promissory note and WSF loans (€ 241.7 m). Taking into account pay
ments
for other items, the total cash flow excluding one-off financing effects totalled € 33.5 m. The following items
were added back in order to reconcile to the cash flow relevant to JEV: Dividend from Riu II to Riu for the
establishment of a new subsidiary (€ 75.0 m), payments for the investment in a new subsidiary (€ 73.5 m),
payments already received in the previous year from the Riu earn-out (€ 17.1 m) and other payments (€ 7.4 m).
This results in a
JEV-relevant cash flow of € 206.5 m.
As a result of the adjustments to take account of the special situations, the cash flow relevant to JEV fell by
around € 100
m to € 206.5
m, which also led to a lower target achievement for JEV
.
34
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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-relevant EPS).
The table below shows
TUIGroup’s pro forma underlying earnings per share. The normalised Group tax
rate for the year under review is 18 %, the prior year rate was reduced to 0 % against the background of
the considerable decline in earnings caused by
COVID-19.
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 TUIGroup
€ million
2023 2022
adjusted
Underlying EBIT 977.2 408.7
less: Net interest expense
– 448.2 – 465.9
Underlying profit before tax 529.1 – 57.1
Income taxes (18 % assumed tax rate, prior year 0 %) 95.2 0.0
Underlying Group profit 433.8 – 57.1
Minority interest 149.9 64.6
Underlying Group profit attributable to TUI shareholders of TUIAG 283.9 – 121.7
Numbers of shares at FY end (in million) 384.3 273.1
Underlying earnings per share (€) 0.74 – 0.45
Earnings per share for all periods presented were adjusted for the effect of the capital reduction carried out in
February2023 at a ratio of 10:1 and the effect of the bonus component of subscription rights issued as part of
the capital increase in March2023.
35
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
36
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profi le
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-fi nancial Group
Declaration of
TUI Group
104 Annual fi nancial
Statements of
TUI AG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Risk Governance
GROUP RISK OVERSIGHT COMMITTEE
(
GROC
)
EXECUTIVE BOARD
AUDIT COMMITTEE
TUI Risk Management Governance
Identify, Assess & Manage
•
• Understand key risks
•
• Review key risks and mitigation
•
• Manage and monitor risks
•
• Report on risk status
Coordinate, support & report in Sector
Support & report
Review & Communicate
•
• Formulate risk strategy and policy
•
• Discuss and propose risk appetite
•
• Summarise and assess principal risks
•
•
Ensure eff ective monitoring
•
• Report back to Executive Board
Direct & Assure
•
•
Overall responsibility for risk management
Overall responsibility for risk management
•
•
Determine strategic approach to risk
Determine strategic approach to risk
•
•
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
Oversee & Review
•
•
Oversee adequacy and eff ectiveness of the risk management system
Oversee adequacy and eff ectiveness of the risk management system
•
•
Acknowledge the risk appetite
Acknowledge the risk appetite
BUSINESSES
&
BUSINESS
FUNCTIONS
BUSINESSES
&
BUSINESS
FUNCTIONS
BUSINESSES
&
FUNCTIONS
BUSINESSES
&
FUNCTIONS
GROUP
FUNCTIONS
RISK CHAMPION COMMUNITY
CENTRALISED
FUNCTIONS
GROUP RISK TEAM
SECTOR RISK & CONTROL
37
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
38
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
| Impact Assessment | ||||
MINOR | MODERATE | SIGNIFICANT | MAJOR | SERIOUS |
Impact on | Impact on | Impact on | Impact on | Impact on |
| Financials (Sales and / or Costs) | Financials (Sales and / or Costs) | Financials (Sales and / or Costs) | Financials (Sales and / or Costs) | Financials (Sales and / or Costs) |
| Reputation | Reputation | Reputation | Reputation | Reputation |
| Technology reliability | Technology reliability | Technology reliability | Technology reliability | Technology reliability |
| Compliance | Compliance | Compliance | Compliance | Compliance |
| Health & Safety standards | Health & Safety standards | Health & Safety standards | Health & Safety standards | Health & Safety standards |
| Programme Delivery | Programme Delivery | Programme Delivery | Programme Delivery | Programme Delivery |
| Likelihood Assessment | ||||
| RARE | UNLIKELY | POSSIBLE | LIKELY | ALMOST CERTAIN |
| < 10 % | 10 – < 30 % | 30 – < 60 % | 60 – < 80 % | ≥ 80 % |
39
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profi le
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-fi nancial Group
Declaration of
TUI Group
104 Annual fi nancial
Statements of
TUI AG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Principal Risk Heat Map
High
Risk Score
Low
Risk Score
IMPACT
LIKELIHOOD
1 Lack of integration and flexibility (IT & Ops)
2 Reduced customer demand
3 Insufficient cash flow
4 Volatility of input costs
5 Access to EU airspace
6 Disruption of IT Systems (Cyber attack)
7 Lack of sustainability improvements
8 Reliance on key suppliers
9 Disruption within our destinations
10 Climate change impacting our business model
RISKS ABOVE APPETITE
CURRENT RISK POSITION
A Security Health & Safety failure
B Breach of regulatory requirements
C Management of joint venture partnerships
D Instability to attract & retain talent
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
High
Risk Score
Low
Risk Score
1
10
2
3 5
4
8
9
7
6
4
5
6
3
7
21
10
8
9
A
C
D
B
40
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
41
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Principal risks above risk appetite
Nature of Risk Mitigating Factors
42
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
43
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
44
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
45
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
46
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
47
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
48
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
49
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
50
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Mitigating FactorsNature of Risk
Principal Risks within appetite
Unchanged risk Increased risk Lower risk New risk
Change of net risk compared to previous year:
51
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk Mitigating Factors
• Good working relationships exist with all of our main partners and they are fully aligned with and committed
52
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
53
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
54
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
55
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Overall Assessment by the Executive Board
and Report on expected Developments
Actual business performance 2023 compared with our guidance
Overall, the operating and financial indicators showed a positive year-on-year development, as expected in
our guidance.
In the period under review, revenue by
TUI Group rose from € 16.5 bn to € 20.7 bn. The year-on-year growth
of 25.8 % at constant currency thus matched the strong increase assumed in our guidance.
Likewise,
TUI Group’s underlying EBIT rose by € 568.5 m to an operating profit of € 977.2 m in financial year
2023. This means that we achieved the expected considerable improvement in underlying
EBIT.
The net income of € 22.1 m adjusted in the income statement in the period under review were outside the
corridor we had expected, which included net costs of € 60 m to € 80 m. This is due in particular to the
unplanned gain on disposal of € 91 m from the sale of the tour operator business by the equity method
ac
counted company Sunwing Travel Group Inc., Ontario in the Northern Region segment.
Due to the significant recovery in underlying
EBIT, ROIC and EVA also improved considerably in financial year
2023, as expected. In the period under review,
TUI Group’s ROIC stood at 19.10 % (previous year 7.49 %).
Taking account of the Group’s weighted cost of capital of 11.76 % (previous year 12.63 %), this resulted in
positive Economic Value Added of € 375.6 m (previous year negative Economic Value Added of € 280.7 m).
In the period under review, the cash outflows from net capital expenditure on property, plant and equipment
and financial investments of € 493.7 m (previous year net outflow of € 315.9 m) were withinh the expected
range of € 450 m to € 500 m.
Our forecast had expected an almost stable development of the Group’s net debt, excluding the capital in
crease
carried out in financial year 2023. Against the backdrop of the net cash inflows from the capital increase
implemented in April2023 and the redemption payments made to the Economic Stabilisation Fund, we had
adjusted our guidance for the Group’s net debt to around € 2.4 bn as at the end of financial year 2023 in our
Half-Year Financial Report. At € 2.1 bn, the Group’s net debt reported as at the end of financial year 2023 was
significantly below the net debt of € 3.4 bn carried at the previous year’s reporting date and slightly below
our updated guidance. The considerable decline reflected in particular the cash inflow from operating activ
ities
of € 1,637.3 m and the cash inflow from the capital increase effected in the period under review of € 1,760.9 m,
less the payment of € 682.4 m made to redeem Silent Participation
II to the Economic Stabilisation Fund. The
improvement compared to the adjusted forecast was due in particular to higher cash and cash equivalents
and positive effects from the translation of liabilities denominated in foreign currencies as at the balance
sheet date.
For financial year 2023, we had expected a slight reduction in specific CO
2
emissions as against financial
year
2022. In the period under review, relative CO
2
emissions of our airlines declined by 3.9 % from 6.36 to
6.11 kg / 100 pkm. The improvement was primarily driven by higher load factors as against 2022 and our fleet
renewal programme, under which older aircraft are replaced with new, more carbon-efficient aircraft.
Projected development of global situation
Projected development of World Output
Var. % 2024 2023
World + 2.9 + 3.0
Euro zone + 1.2 + 0.7
Germany + 0.9 – 0.5
France + 1.3 + 1.0
UK + 0.6 + 0.5
US + 1.5 + 2.1
Russia + 1.1 + 2.2
Japan + 1.0 + 2.0
China + 4.2 + 5.0
India + 6.3 + 6.3
Source: Projections of International Monetary Fund (IMF), World Economic Outlook, October2023
56
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
MACROECONOMIC SITUATION AND MARKET DEVELOPMENT IN TOURISM
Despite signs of economic resilience in calendar year 2023 and progress in reducing headline inflation, eco-
nomic activities are still generally falling short of pre-pandemic projections, especially in emerging market
and developing economies, amid widening growth divergences across regions. Several forces are holding
back the recovery. Some reflect the long-term consequences of the pandemic, Russia’s war in Ukraine, and
cyclical factors including the effects of monetary policy tightening necessary to reduce inflation. A central
driver of the recent fall in headline inflation is declining international commodity prices (IMF, World Econom
ic
Outlook, October2023).
Following a strong rebound in calendar year 2022, international tourism could climb close to pre-pandemic
levels in 2023, driven by strong pent-up demand and the lifting of travel restrictions. Experts expect inter-
national arrivals in Europe to come close to their pre-pandemic levels after reaching 80 % in the previous
year. Complete recovery of tourism remains subject to certain risks affecting global travel flows, like a potential
economic slowdown in some regions, the loss of purchasing power amid high inflation and rapid interest
hikes (
UNWTO, World Tourism Barometer, September2023).
EFFECTS ON TUI GROUP
As a global tourism provider, TUI Group depends on the political and legal framework and on consumer de
mand
in the major source markets in which we operate with our hotel, cruise and tour operator brands. Our budget
is based on
IMF’s assumptions about the future development of the global economy and takes its guidance
from
UNWTO’s long-term forecast.
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, the
US dollar and the Swedish krona. 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 indica
tors
displayed in
TUIAG’s consolidated financial statements.
Our key financial performance indicators for our earnings position in financial year 2024 are revenue and
underlying
EBIT.
Definition of underlying EBIT in Value-oriented Group management on page 31.
Key performance indicators used for regular value analysis are Return On Invested Capital (ROIC) and
Eco
nomic Value Added. ROIC for a given segment is compared with the segment-specific cost of capital.
For the financial year 2024 it is expected that customer volumes will reach 2019 levels. In the course of the
financial year 2023
TUI improved its financial position due to the recovery of its business, the capital increase
and the prolongation of the credit facilities. Accordingly
TUI has now far more options to hedge against
changes in fuel prices or exchange rates. The further digitalisation of our business and the expansion of
existing and new business areas are expected to take effect. Below we describe the key assumptions under-
lying the medium-term business planning in the segments.
In its business plan, Hotels & Resorts expects to deliver further earnings growth due to capacity expansion,
demand growth and increases in average selling prices.
For the Cruises segment further recovery of results in the financial year 2024 is expected as the winter sea
son
of the financial year 2023 was still affected by the comparative late recovery of demand in 2022. Further
more,
results will increase in financial year 2024 due to the expansion of the fleets of Marella and
TUI Cruises. In
Summer 2023 Marella took over one cruise ship from TUI Cruises. This ship will be operated all-season
beginning with the financial year 2024. TUI Cruises will launch a new ship in Summer 2024. However, the
results
will be negatively impacted by new imposed regulatory measures with the aim to reduce climate-damaging
emissions. For example the EU emission trading system will be introduced stepwise in the cruise sector
be
ginning with 2024.
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, beginning with the financial year 2024 it is expected that customer numbers will reach
2019 levels. Wider use of online distribution, the provision of dynamic production capacities for flights and
accommodation and the investments in digitalisation are expected to further improve the results. In addi
tion,
TUI has now by far more options to hedge against changes in fuel prices and in exchange rates in comparison
to financial year 2023. Otherwise will the emission trading system of the
EU and Great Britain lead to higher
expenses.
Below, we present
TUI Group’s expected development in financial year 2024 based on the constant currency
rates for financial year 2023.
57
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Expected development of Group turnover and underlying EBIT
€ million 2023
2024
*
Revenue 20,666 At least 10 % growth
Underlying EBIT 977 At least 25 % growth
Adjustments – 22 approx. € 25 – 35 m costs
* Variance year-on-year assuming constant foreign exchange rates are applied to the result in the current and prior period and with
in the
framework of the macroeconomic and geopolitical uncertainties currently known, especially around the Middle East.
REVENUE
TUI Group revenue totalled € 20.7 bn in the year under review. For financial year 2024, we expect TUI Group’s
revenue to increase by at least 10 % year-on-year.
UNDERLYING EBIT
TUI Group’s underlying EBIT in financial year 2023 amounted to € 977.2 m. For financial year 2024, we expect
TUI Group’s underlying EBIT to improve by at least 25 % year-on-year.
ADJUSTMENTS
For financial year 2024, we expect a net negative effect from adjustments in a range of € 25 m to € 35 m.
For details on objectives and strategies, see page 24 onwards; for details on risks, see Risk Report from page 35 onwards.
ROIC AND ECONOMIC VALUE ADDED
Due to the expected improvement in our operating result, ROIC and Economic Value Added are also expect
ed
to improve strongly 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 2024, we have defined the Group’s net capital
expenditure and investments and its net financial position as key performance indicators.
Expected development of Group financial position
€ million 2023
2024
Net capex and investments 493.7 around € 475 – 525 m
*
Net debt 2,106.2 slight decrease
* Excluding capital increase Peptoni S. A.
NET CAPEX AND INVESTMENTS
For financial year 2024, we expect net capex and investments in a range of € 475 m to € 525 m.
NET FINANCIAL POSITION
For financial year 2024, we expect the Group’s net debt to decrease slightly.
Sustainable development
CLIMATE PROTECTION AND EMISSIONS
We have identified specific carbon emissions (in g CO
2
/ pkm) from our aircraft fleet as the key non-financial
performance indicator. For financial year 2024, we expect specific
CO
2
emissions to slightly fall in comparison
with financial year 2023.
Overall Executive Board assessment of TUI Group’s current situation and expected
development
At the date of preparation of the Management Report (4 December 2023), the Executive Board assumes that
costumer volumes in 2024 will reach
2019 levels. Furthermore, in the course of the financial year 2023 TUI
im
proved its financial position due to the recovery of its business, the capital increase and the prolongation
of the
RCF. Accordingly TUI has now far more options to hedge against changes in fuel prices or exchange
rates. The further digitalisation of our business and the expansion of existing and new business areas are
expected to take effect.
For financial year 2024, we therefore expect
TUI Group’s underlying EBIT to improve by at least 25 % year-
on-year on a constant currency basis.
58
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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.
Opportunity Report
TUI Group’s opportunity management follows the Group strategy. Responsibility for systematically identify
ing
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 pro
cess.
The core task of the Group’s Executive Board is to secure profitable growth for TUI Group again by optimis
ing
the shareholding portfolio and developing the Group structure over the long term.
OPPORTUNITIES AND RISKS ARISING FROM MACRO TRENDS
In particular, a decline in fuel costs as well as a lower general price increase would have a positive impact on
the
TUI Group and its segments in financial year 2024.
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
pri
oritise 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
as
set-right strategy in our Hotels & Resorts and Cruises businesses. We are reviewing unprofitable activities
and will divest them as appropriate.
CLIMATE-RELATED OPPORTUNITIES
As short to medium term opportunities, we identified more efficient aircraft and cruise ships as well as a
shift to renewable energy sources at hotels & resorts as a way to reduce operating costs in connection with
CO
2
emissions. We further see an opportunity to offer lower-emission air travel, cruise travel and hotel stays
as a way to improve our competitive position. Providing alternative modes of transport including a move to
high-speed rail is also seen as an opportunity for our business. We are examining how we can utilise these
opportunities.
The summer season 2023 in Turkey and Greece for selected destinations has been expanded which has
been
well received by our customers. In the long term, we expect to see this more frequently and in more
destinations following a shift in consumer preferences from peak seasons where heat waves may be immi
nent
to shoulder seasons where the wheather is still very favourable for travel. In addition, our business model is
flexible to offer new destinations based on changing weather conditions, e. g. more travel to destinations
around the Baltic Sea. We continue to monitor these trends and embed them into our strategic and opera
tional
planning.
Business Review
Macroeconomic, Industry and Market Framework
Macroeconomic development
Development of World Output
Var. % 2023
*
2022
World + 3.0 + 3.5
Eurozone + 0.7 + 3.3
Germany – 0.5 + 1.8
France + 1.0 + 2.5
UK + 0.5 + 4.1
US + 2.1 + 2.1
Russia + 2.2 – 2.1
Japan + 2.0 + 1.0
China + 5.0 + 3.0
India + 6.3 + 7.2
* Projection
Source: International Monetary Fund (IMF), World Economic Outlook, October2023
Overall, the world economy has grown moderately so far in calendar year 2023. Widespread fears of reces
sion
among the world’s leading economies in the wake of monetary policy tightening largely look to be fading.
Overall, the global recovery from the COVID-19 pandemic has remained slow and uneven, with major region
al
divergences, due to Russia’s invasion of Ukraine and the associated distortions in the energy and food mar
kets.
Economic activity in emerging markets and developing economies, in particular, has fallen substantially short
of its pre-pandemic path (
IMF, World Economic Outlook, October2023).
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
con
solidated financial statements. 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 page 74, Risk report from page 35, and Financial instruments in the Notes from page 249.
59
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
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
As a global leisure experiences 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 tour
ist
arrivals. According to the United Nations World Tourism Organization (UNWTO), the number of internation
al
tourist arrivals grew by an average of 5 % year-on-year from 2009 to 2019 (UNWTO, World Tourism Barometer,
January2020). This growth was driven by a number of factors: the relatively stable global economy, a grow
ing
middle class in the emerging economies, technological progress, 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, almost all activities in the sector came to a standstill, and as a result, international tourist arrivals
declined significantly. However, as travel restrictions eased and mobility was restored, tourism demand has
rebounded. From January to July2023, international tourist arrivals reached 84 % of 2019 levels globally,
and 91 % in Europe, with the expectation that volumes will return closer to pre-pandemic levels by the end
of the year (
UNWTO, World Tourism Barometer, September2023). In Summer 2023, TUI Group has seen
volumes in its Markets & Airlines business return almost fully back to 2019 levels.
Exchange rate Sterling £ / €
2021 / 2022 2022 / 2023
0.95
0.90
0.85
0.80
Exchange rate US dollar $ / €
2021 / 2022 2022 / 2023
1.20
1.00
1.10
0.90
Oil price Brent ($ / Barrel)
2021 / 2022 2022 / 2023
140
120
100
80
60
60
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Change of international tourist arrivals versus 2019 in %
Var. %
2023
*
versus 2019
2022
versus 2019
World – 16 – 34
Europe – 9 – 20
Asia and the Pacific – 39 – 72
Americas – 13 – 29
Africa – 8 – 33
Middle East + 20 – 5
Source: UNWTO Tourism Dashboard and World Tourism Barometer, September2023
* 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, packaging and / or related services. Their advantage compared
with direct suppliers is generally related to their distribution and (in the case of tour operators) fulfilment
and service capabilities. Travel intermediaries include tour operators, travel agents, and online travel agen
cies
(
OTAs). These business models vary substantially. All may offer their customers a component product (e. g.
flight, accommodation) or a package product (comprising e. g. flight, hotel and transfers), usually through a
com
bi
nation of offline (i. e. travel agencies) and online channels (i.e. web and app). Booking preference 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 ex
pect
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 as deeply involved in the fulfilment and service 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. In addition 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), driven by delayed ramping up of staff after
COVID 19 ramping down and due to
shortages in the labour market. Despite this, air passenger traffic rebounded significantly in 2022, and has
continued its recovery in 2023, with global revenue expected to reach 90 % of 2019 (
IATA, Global Outlook for
Air Transport, June2023).
The airline industry, like many others, has been impacted by higher inflation, in particular in relation to jet
fuel prices, driven up by energy shortages and the war in Ukraine, as well as rising interest rates and labour
shortages. As a result of this, plus demand returning back to 2019 levels, average airfares have increased
(
IATA, Global Outlook for Air Transport, June2023).
Climate change is a further challenge facing the industry. The industry is committed to achieve net zero
emissions by 2050, meaning the current reliance on carbon offsetting will need to end. It is expected that
Sustainable Aviation Fuel (SAF) will become the most important means for the industry to achieve its
reduction targets, however, predicted demand is far in excess of current production (Skift State of Travel
2023,
July2023).
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 trav
el.
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 com
prises
several smaller sub-markets catering to customers’ individual needs and preferences. The sub-markets
com
prise 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 seg
ment,
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.
61
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Given the large number of ownership and operating models for leisure hotels and the fragmented competi
tive
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.
Sustainability and emissions reduction is strongly in focus for the hotels sector, with many major brands
committing to emissions reduction targets and other goals including to energy efficiency, water conservation
and waste reduction. Inflation is another key issue for the industry, driven by rising energy costs, higher in
terest
rates, and labour shortages. Although hotel revenue (based on the major global brands) has been increasing,
driven by the post-pandemic recovery and strong pricing, hotels may need to increase their efficiency in
order to remain competitive (Skift State of Travel 2023, July2023).
CRUISE MARKET
From the end of July2022, nearly the entire global ocean-going cruise fleet was back in operation after the
pandemic-induced suspension of operation. Sector forecasts regarding the pandemic impact and recovery
project passenger volume to exceed the levels recorded in baseline year 2019 by the end of 2023 and recov
er
in excess of 27 % above 2019 levels by the end of 2026 (
CLIA, State of the Cruise Industry 2023).
In calendar year 2022, the largest source markets were North America, Western Europe, Asia and Australia /
New Zealand / Pacific. Based on passenger volume, the most popular destinations within that period were
the
Caribbean, Central and Western Mediterranean, Northern Europe, North America and Eastern Mediter
ranean
(
CLIA, State of the Cruise Industry 2023).
Similar to the airline and hotel sectors, emissions reduction and the path to net zero is strongly in focus for
the cruise industry. In addition, new regulations are being introduced, with additional International Maritime
Organisation (
IMO) rules on carbon intensity and rating system having entered into force at the start of
2023, and the
EU Emissions Trading Scheme (ETS) being phased in from 2024.
EXPERIENCES AND ATTRACTIONS MARKET
The market for experiences and attractions is a sizeable and rapidly growing tourism segment (based on TUI
estimates). The market is diverse, complex and highly fragmented on the supplier side, and is predominant
ly
operated offline. Intermediation and in-destination presence therefore play a key role. However, due to
growing consolidation and digitalisation, the market is undergoing change. Online bookings have increased,
and many operators took the chance during the pandemic to invest in websites, digital marketing and
soft
ware. In addition, the growth of OTAs impacts how customers find and book experiences, and has
prompted operators to improve their technology and digital marketing (Phocuswire news, October2022).
Our brand
Our brand is symbolised by our smiling red logo and stands for our aim to create the moments that make
customers lives richer. Our new vision ‘Excellence in Leisure Experiences’ is about making our ambition clear
to the marketplace. We strive to do this at every point in the customer journey both in the physical and
digital worlds. Our new brand world crystalises this with a clear brand purpose, identity and promise.
Pre-pandemic, we successfully migrated our local brands to a single global
TUI brand. This established TUI
as one of the best-known travel and leisure brands in our core markets in Europe (as measured by brand
awareness and consideration in
TUI brand performance tracking, conducted by Metrixlab). As we exited the
pandemic, we sought to build on this success and support our growth ambitions, by broadening the
TUI
brand appeal into new customer segments and products.
Our Live Happy campaign, which launched at the end of 2021, has performed well across all markets and
segments (based on quantitative testing comparing our campaign to external benchmarks). Having built
emotional resonance with the brand through initial campaigns, we have deployed further advertising to drive
reappraisal and sales for our new and exclusive products e. g. Cities and TUI Blue Hotels. Our modular ap
proach
to advertising flexes by channel and segment, across markets and products, through the whole marketing
funnel. To attract future segments, we increasingly look to diversify our media channel mix to reflect media
viewing trends (such as video on demand and social media). Despite tough competition, we remain in the top
spot for brand awareness and consideration, and continue to build and increase resonance based on brand
identification and Net Promoter Score (
TUI Brand Pulse Tracking, July2023).
We have also extended our brand beyond advertising– to all of the touchpoints we have with our customers,
as well as to our people, directing them towards the same overarching goal of creating a sustainable and
consistent customer journey. To do so, we use our customer centricity programme “Makers of Happy”, our
values “Trusted”, “Unique” and “Inspiring” and our new employer brand “Let’s
TUI It!”. All of this is intended
to put
TUI in a strong position.
62
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Group Earnings
Comments on the consolidated income statement
In the financial year 2023 TUI left behind the impacts of the COVID-19 pandemic. In the Holiday Experience
division the complete product portfolio could be offered.
TUI Group’s business volume was significantly
higher than in financial year 2022, which was still impacted by travel restrictions to contain
COVID-19, in
particular in the first half. In aviation business disruptions did not occur unlike in the financial year 2022. The
number of guests reached near pre crisis levels, revenues exceeded pre crisis levels. In contrast the financial
year 2023 was still affected by the general increase in prices, especially for fuel, and by changes in exchange
rates. TUI was insufficiently hedged against these changes due to limited access to relevant hedging instru
ments.
However, overall all the segments increased their results in comparison to the financial year 2022.
Moreover, TUI Group’s performance is subject to seasonality due to the tourism business being character
ised
by the winter and summer travel months.
TUI Group’s underlying EBIT improved significantly by € 568.5 m to
€ 977.2 m year-on-year, an improvement of € € 559.3 m on a constant currency basis.
Consolidated Income Statement of TUIAG for the period from 1 Oct 2022 to 30 Sep 2023
€ million 2023 2022 Var. %
Revenue 20,665.9 16,544.9 + 24.9
Cost of sales 19,052.9 15,613.3 + 22.0
Gross profit 1,613.0 931.7 + 73.1
Administrative expenses 1,015.6 746.3 + 36.1
Other income 37.6 52.2 – 28.1
Other expenses 32.0 1.7 n. a.
Impairment of financial assets 18.4 7.3 + 152.1
Financial income 87.6 35.9 + 144.4
Financial expenses 533.6 509.5 + 4.7
Share of result of investments accounted for using the equity method 407.2 100.7 + 304.2
Impairment (+) / Reversals of impairment (–) of net investments in
joint ventures and associates
– 5.4 1.6 n. a.
Earnings before income taxes 551.2 – 145.9 n. a.
Income taxes (expense [+], income [–]) 95.5 66.7 + 43.1
Group profit / loss 455.7 – 212.6 n. a.
Group profit / loss attributable to shareholders of TUIAG 305.8 – 277.3 n. a.
Group profit attributable to non-controlling interest 149.9 64.6 + 132.0
63
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
REVENUE AND COST OF SALES
Revenue
€ million
2023 2022
adjusted
Var. %
Hotels & Resorts 1,032.5 806.2 + 28.1
Cruises 656.0 331.5 + 97.9
TUI Musement 770.0 578.4 + 33.1
Holiday Experiences 2,458.5 1,716.0 + 43.3
Northern Region 7,722.9 6,320.2 + 22.2
Central Region 7,329.7 5,787.3 + 26.7
Western Region 3,142.8 2,712.6 + 15.9
Markets & Airlines 18,195.4 14,820.1 + 22.8
All other segments
11.9 8.8 + 35.3
TUI Group
20,665.9 16,544.9 + 24.9
TUI Group (at constant currency) 20,821.5 16,544.9 + 25.8
In financial year 2023, TUI Group’s revenue increased by 24.9 % to € 20.7 bn. On a constant currency basis,
revenue increased by 25.8 %. Revenue is presented alongside the cost of sales in the income statement,
which increased by 22.0 % in the period under review.
GROSS PROFIT
The difference between revenue and the cost of sales increased as a result of the normalisation of the busi
ness
by € 681.3 m year-on-year to a gross profit of € 1,613.0 m.
ADMINISTRATIVE EXPENSES
Administrative expenses increased by € 269.3 m year-on-year to € 1,015.6 m (previous year € 746.3 m).
Administrative expenses increased due to the termination of state aid programmes as well as increased
ex
change rates.
OTHER INCOME AND OTHER EXPENSES
In financial year 2023 other income mainly reflects gains from the disposal of aircraft assets and income
from emission certificates. In the previous year, other income included the gain on disposal of Nordhotel S. A.
in October2022 and also subsequent income relating to the disposal of Riu Hotels S. A. in financial year 2021.
In financial year 2023, other expenses result from portion of the goodwill allocated to the seg
ment Northern
Region was disposed with the transfer of the operational business of Sunwing. This portion was
determined
as the relative value of the operations of Sunwing disposed of in relation to the retained seg
ment
Northern
Region. In the previous year, other expenses included in particular losses from the disposal of aircraft assets.
FINANCIAL RESULT
The financial result in the 2023 financial year amounted to € – 445.9 m after € – 473.7 m in the previous year.
The increase in financial income mainly resulted from higher interest income of € 76.9 m, up 192.4 % (previ
ous
year € 26.3 m). The increase in financial expenses was mainly due to 6.7 % higher interest expenses of
€ 525.1 m (previous year € 492.1 m), in particular driven by liabilities to banks and lease liabilities, the unwind
ing
of discount on provisions and the measurement of hedges. On the other hand, lower expenses were incurred
for other interest and similar expenses, largely due to lower interest expenses.
SHARE OF RESULT OF JOINT VENTURES AND ASSOCIATES
The share of result from joint ventures and associates of € 407.2 m (previous year € 100.7 m) comprises the
proportionate net profit for the year of these companies. The increase by € 306.4 m was in particular driven
by the normalisation of the business. In addition, Sunwing realised a gain of € 110.3 m from the sale of its
operating activities, which increased the share of result of joint ventures and associates.
EARNINGS BEFORE INCOME TAXES
In the period under review, earnings before income taxes totalled € 551.2 m, an improvement of € 697.1 m
year-on-year. In the previous year, a loss of € – 145.9 m was recorded.
GROUP PROFIT / LOSS
The Group profit for financial year 2023 totalled € 455.7 m, an increase of € 668.3 m year-on-year (previous
year loss of € – 212.6 m).
SHARE IN GROUP LOSS ATTRIBUTABLE TO TUIAG SHAREHOLDERS
The share in Group loss attributable to TUIAG shareholders amounted to € 305.8 m in financial year 2023
(previous year € – 277.3 m).
NON-CONTROLLING INTERESTS
In the completed financial year, non-controlling interests in the Group result totalled € 149.9 m (previous year
€ 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
€ 0.80 (previous year € – 1.02) in financial year 2023. Earnings per share for all periods presented were ad
justed
for the effect of the capital reduction carried out in February2023 at a ratio of 10:1 and the effect of the
bonus component of subscription rights issued as part of the capital increase in March2023.
64
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
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 2023 2022 Var. %
Earnings before income taxes 551.2 – 145.9 n. a.
plus: Net interest expense (excluding expense / income from
measurement of interest hedges)
432.6 478.9 – 9.7
plus: Expense / less income from measurement of interest hedges 15.6 – 13.0 n. a.
EBIT 999.3 320.0 + 212.3
Adjustments:
less / plus: Separately disclosed items – 45.8 58.7 n. a.
plus: Expense from purchase price allocation 23.7 30.1 – 21.3
Underlying EBIT 977.2 408.7 + 139.1
TUI Group’s EBIT increased by € 679.4 m to € 999.3 m in financial year 2023.
EBIT
€ million
2023 2022
adjusted
Var. %
Hotels & Resorts 555.5 476.6 + 16.6
Cruises 236.0 0.8 n. a.
TUI Musement 23.9 6.4 + 274.9
Holiday Experiences 815.5 483.7 + 68.6
Northern Region 151.8 – 137.6 n. a.
Central Region 83.6 47.0 + 77.7
Western Region 79.2 – 29.3 n. a.
Markets & Airlines 314.5 – 119.9 n. a.
All other segments
– 130.6 – 43.9 – 197.7
TUI Group 999.3 320.0 + 212.3
TUI Group’s operating EBIT adjusted for one-off effects (underlying EBIT) improved by € 568.5 m to € 977.2 m
in financial year 2023.
Underlying EBIT
€ million
2023 2022
adjusted
Var. %
Hotels & Resorts 549.5 480.3 + 14.4
Cruises 236.0 0.8 n. a.
TUI Musement 36.0 23.7 + 51.7
Holiday Experiences 821.5 504.7 + 62.8
Northern Region 71.5 – 101.6 n. a.
Central Region 88.1 74.6 + 18.1
Western Region 81.1 – 31.5 n. a.
Markets & Airlines 240.6 – 58.6 n. a.
All other segments
– 84.8 – 37.4 – 126.6
TUI Group 977.2 408.7 + 139.1
TUI Group (at constant currency) 968.0 408.7 + 136.8
In financial year 2023, net income were adjusted by € 45.8 m for one-off effects. For details, please refer to
the Notes to the segment data.
For one-off effects, please see page 206.
65
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Other segment indicators
Reconciliation to underlying EBITDA
€ million 2023 2022 Var. %
EBIT 999.3 320.0 + 212.3
Amortisation and impairment (+) / reversals (–) of other intangible as-
sets and depreciation and impairment (+) / reversals (–) of property,
plants and equipment and right of use assets
859.1 883.4 – 2.7
EBITDA 1,858.5 1,203.3 + 54.4
Adjustments
– 83.2 21.3 n. a.
EBITDA (underlying) 1,775.3 1,224.6 + 45.0
EBITDA
€ million
2023 2022
adjusted
Var. %
Hotels & Resorts 740.4 685.3 + 8.0
Cruises 301.5 55.4 + 444.2
TUI Musement 59.2 39.4 + 50.3
Holiday Experiences 1,101.1 780.0 + 41.2
Northern Region 447.8 190.5 + 135.1
Central Region 180.8 158.2 + 14.3
Western Region 221.4 115.3 + 92.0
Markets & Airlines 850.0 464.0 + 83.2
All other segments
– 92.7 – 40.7 – 127.8
TUI Group 1,858.5 1,203.3 + 54.5
Underlying EBITDA
€ million
2023 2022
adjusted
Var. %
Hotels & Resorts 734.4 651.1 + 12.8
Cruises 301.5 55.4 + 444.2
TUI Musement 62.9 49.2 + 27.8
Holiday Experiences 1,098.7 755.6 + 45.4
Northern Region 356.0 213.2 + 67.0
Central Region 184.2 180.5 + 2.0
Western Region 220.4 109.7 + 100.9
Markets & Airlines 760.8 503.5 + 51.1
All other segments
– 84.3 – 34.5 – 144.3
TUI Group 1,775.3 1,224.6 + 45.0
66
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Segmental Performance
Holiday Experiences
Holiday Experiences
€ million
2023 2022
adjusted
Var. %
Revenue 2,458.5 1,716.0 + 43.3
Underlying EBIT 821.5 504.7 + 62.8
Underlying EBIT (at constant currency) 836.7 504.7 + 65.8
Hotels & Resorts
€ million
2023 2022
adjusted
Var. %
Total revenue
1
1,855.3 1,499.6 + 23.7
Revenue 1,032.5 806.2 + 28.1
Underlying EBIT 549.5 480.3 + 14.4
Underlying EBIT (at constant currency) 556.8 480.3 + 15.9
Available bed nights
2
(in ’000) 38,521 37,761 + 2.0
Riu 13,751 13,490 + 1.9
Robinson 3,749 3,582 + 4.7
Blue Diamond 6,036 5,432 + 11.1
Occupancy
3
(in %, variance in % points) 82 76 + 6
Riu 90 82 + 8
Robinson 71 66 + 5
Blue Diamond 83 79 + 5
Average daily rate
4
(in €) 87 77 + 12.6
Riu 78 69 + 13.5
Robinson 106 103 + 2.1
Blue Diamond 152 137 + 10.9
Revenue includes fully consolidated companies, all other KPIs incl. companies measured at equity.
1
Total revenue includes intra-Group revenue.
2
Number of hotel days open multiplied by beds available (Group owned and leased hotels)
3
Occupied beds divided by available beds (Group owned and leased hotels)
4
Board and lodging revenue divided by occupied bed nights (Group owned and leased hotels)
Our Hotels & Resorts segment with its diversified hotel portfolio of well recognized brands, surpassed the
already strong operational performance in the previous year delivering an underlying
EBIT of € 549.5 m, up
€ 69.2 m year-on-year (previous year: € 480.3 m) and above pre-pandemic levels of
FY 2019. Results were
driven by an improved operational performance supported in particular by higher occupancies and improved
rates. Popular destinations proved to be Turkey, the Balearics and Greece as well as our year-round destina
tions
in the Caribbean, the Canaries and Cape Verde.
The number of available bed nights on offer rose by 2.0 % year-on-year as we continued to expand our ca
pacity
in this segment. The average occupancy rate increased across all our brands by a total of 6 %pts to 82 %
(previous year: 76 %). Average daily rate per bed increased by 12.6 % to € 87 (previous year: € 77) and were
well ahead of the pre-pandemic levels, with Riu continuing to drive the strong performance.
On a brand by brand basis, Riu occupancy increased by 8 % pts to 90 % versus previous year (previous year:
82 %) and average daily rate improved 13.5 % to € 78 (previous year: € 69), with the Group once again delivering
an improved operational performance in particular in the Caribbean market.
Robinson achieved an improved result across its portfolio of mainly four- and five star club hotels, support
ed
by higher occupancy up 5 % pts to 71 % versus previous year (previous year: 66 %) and average daily rate up
2.1 % to € 106 (previous year: € 103).
Blue Diamond occupancy increased by 5 % pts to 83 % versus previous year (previous year: 79 %) and aver
age
daily rates were 10.9 % higher at € 152 (previous year: € 137), benefitting from higher demand to our Carib
bean
and Mexican properties.
Our other hotels which include popular brands such as
TUI Blue, TUI Magic Life and TUI Suneo, profited from
higher rates and occupancies.
In Hotels & Resorts, product growth is being delivered by expanding our portfolio in new and existing
desti
nations. In FY23 we added 41 new hotels to our pipeline. This growth is being achieved in accordance
with our asset-right and scalable approach through our joint ventures. During the year we announced plans
to further expand the
TUI Blue portfolio, our brand focused on experience orientated lifestyle travellers. The
expansion is driven by international partnerships in which TUI Blue hotels are operated either under man
age-
ment contracts or by franchises. In addition, we also announced the creation of a new off-balance sheet joint
venture with Riu. This targets realising unique opportunities to invest into growth, whilst limiting the finan
cial
impact on
TUI’s leverage and net investments. The global Hansainvest hotel fund, initiated by TUI, is success-
fully executing its first two hotel investments on Zanzibar and on Cape Verde. Here,
TUI is providing hotel
management and investment advisory services to support our asset-light growth development.
67
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Cruises
€ million 2023 2022 Var. %
Revenue
1
656.0 331.5 + 97.9
Underlying EBIT 236.0 0.8 n. a.
Underlying EBIT (at constant currency) 235.7 0.8 n. a.
Available passenger cruise days
2
(in ’000)
Mein Schiff 6,121 5,637 + 8.6
Hapag-Lloyd Cruises 589 531 + 11.0
Marella Cruises 2,789 2,073 + 34.5
Occupancy
3
(in %, variance in % points)
Mein Schiff 95 69 + 26
Hapag-Lloyd Cruises 72 58 + 14
Marella Cruises 96 70 + 26
Average daily rate (in €)
Mein Schiff
4
171 178 – 4.0
Hapag-Lloyd Cruises
4
735 653 + 12.6
Marella Cruises
5
(in £) 181 164 + 10.6
1
No revenue is carried for Mein Schiff and Hapag-Lloyd Cruises as the joint venture TUI Cruises is consolidated at equity.
2
Number of operating days multiplied per berths available on the operated ships. This key figure has changed compared to previous
periods.
3
Achieved passenger cruise days divided by available passenger cruise days
4
Ticket revenue divided by achieved passenger cruise days
5
Revenue (stay on ship inclusive of transfers, flights and hotels due to the integrated nature of Marella Cruises) divided by achieved
passenger cruise days
The Cruises segment comprises the joint venture TUI Cruises in Germany, which operates cruise ships under
the brands Mein Schiff and Hapag-Lloyd Cruises, and Marella Cruises in
UK. The segment operated a full
fleet of 16 ships for the vast majority of the financial year against a more limited programme in the previous
financial year, when full operations were only resumed in April 2022 following the
COVID-19 restrictions
during the winter months. In Spring 2023 Mein Schiff Herz transferred from
TUI Cruises to Marella and after
a period of refurbishment, the newly named Marella Voyager returned to service at the beginning of June
for the summer season.
The segment continued its recovery throughout the year. As a result, underlying
EBIT of € 236.0 m was up
€ 235.3 m (previous year: € 0.8 m). All of our three Cruise brands contributed to the positive EBIT develop
ment
boosted by increased volumes as well as higher occupancies. Occupancy rates continued to rise throughout
the year ranging between 72 % and 96 % across our Cruises brands (previous year: between 58 % and 70 %),
with rates for many itineraries achieving the peaks last seen in 2019.
Mein Schiff operated their full fleet of six ships during the summer season against seven ships during the
winter season, following the transfer of Mein Schiff Herz to Marella Cruises in spring 2023. In the prior year
the brand had only been able to operate its full fleet of seven ships from April2022 following the lifting of
the
COVID-19 restrictions. The brand offered itineraries to the Canaries, the Caribbean, Central America,
Asia and the Orient during the winter with an offering to the Mediterranean, Northern Europe and the Baltic
Sea during the summer. With the return to normal operations, available passenger cruise days of 6,121 k
were up 8.6 % (previous year: 5,637 k). Occupancy of 95 %, was 26 %pts higher versus previous year (previ
ous
year: 69 %) underlining the higher demand for our German language premium all-inclusive product. Mein
Schiff average daily rate of 171€ was – 4.0 % versus previous year (previous year: € 178) but was virtually in
line with pre-pandemic levels (
FY 2019: € 174). Despite higher rates during the summer year-on-year, the
overall lower rates against previous year were driven by the sale of a higher mix of premium cabins in the
prior
winter half-year when occupancies and capacity were significantly lower due to a more restricted programme.
Hapag-Lloyd Cruises, our luxury and expeditions brand, provided itineraries to Europe, Asia, the Americas
and around the world with a full fleet of five ships able to operate again within a restriction-free environ
ment.
As a result, average passenger cruise days rose 11.0 % to 589 k (previous year: 531 k). Average daily rate of
€ 735 increased by 12.6 % versus previous year (previous year: € 653) and was well above pre-pandemic
levels of € 641. Occupancy of 72 % rose by 14 %-pts versus previous year (previous year: 58 %) underlining
the higher demand for these cruises.
Marella Cruises, our
UK cruise brand, offered itineraries to the Mediterranean, the Canaries, Caribbean and
North America during the year. The business was able to operate a full fleet with Marella Voyager complimenting
the fleet of now five vessels during the summer season. Available passenger cruise days increased by 34.5 %
to 2,789 k (previous year: 2,073 k) as a consequence and were also supported by a return to a full winter
offering after the
COVID-19 restrictions in the previous year. The average daily rate was £ 181, up 10.6 %
year-on-year (previous year: £ 164) driven by itineraries to the Mediterranean and the expansion of the fleet.
Occupancy also improved significantly to 96 %, up 26 % pts versus previous year (previous year: 70 %).
68
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI Musement
€ million
2023 2022
adjusted
Var. %
Total revenue
*
1,160.9 866.7 + 34.0
Revenue 770.0 578.4 + 33.1
Underlying EBIT 36.0 23.7 + 51.7
Underlying EBIT (at constant currency) 44.3 23.7 + 86.8
* Total revenue includes intragroup revenue.
TUI Musement, our tours and activities business, offers a wide range of experiences (excursions, activities
and tickets), transfers and tours (multi-day tours) to both popular city and sun & beach destinations. The
digitalisation initiatives and the development of own differentiated products is well on track and continues
to drive growth.
The business achieved an underlying EBIT of € 36.0 m, a notable increase of € 12.3 m compared to the previ
ous
year (previous year: € 23.7 m). This improvement was driven by the growth of the B2C experiences offering,
increased B2B partnerships and higher transfer volumes from our Markets & Airlines business.
As a result,
TUI Musement reported 28.2 m tour operator guest transfers, a 17 % year-on-year increase
(previous year: 24.0 m). Additionally, the business sold 9.4 m experiences across its global destinations, mark
ing
a 34 % growth from the previous year (previous year: 7.0 m).
Markets & Airlines
Markets & Airlines
€ million
2023 2022
adjusted
Var. %
Revenue 18,195.4 14,820.1 + 22.8
Underlying EBIT 240.6 – 58.6 n. a.
Underlying EBIT (at constant currency) 216.2 – 58.6 n. a.
Direct distribution mix
1
(in %, variance in % points) 76 78 – 2
Online mix
2
(in %, variance in % points) 51 54 – 3
Customers (in ’000) 19,010 16,780 + 13.3
1
Share of sales via own channels (retail and online)
2
Share of online sales
Our Markets & Airlines business has continued its post COVID-19 recovery across the regions during the year
within the framework of an improved booking environment. The winter half-year results in particular were
impacted by inflationary pressures especially on energy, exchange rate volatility and the negative impact of
valuation effects from ineffective hedge positions. The summer half-year benefitted from the non-repeat of
the significant operational flight disruption costs experienced especially in
UK in the previous year, following
the unparalleled industry ramp-up after the
COVID-19 pandemic. Results were impacted by € 25 m during
the peak summer season due to the wildfires on Rhodes. Against this background, underlying
EBIT for the
segment of € 240.6 m, was up € 299.1 m on previous year (previous year: € – 58.6 m loss), supported by high
er
demand for our product offering at significantly higher prices.
A total of 19,010 k customers departed for their holidays during the financial year, up 13.3 % year-on-year
(previous year: 16,780 k) with demand higher across all our source markets. Bookings taken for both the
summer season and especially the winter season were well ahead of previous year.
Traditional short- and medium-haul destinations such as the Canaries and Egypt were again popular amongst
customers during the winter season, whilst mainland Spain, Greece, Turkey, the Balearics and the Canaries
were well sought after in the summer season. Also, destinations such as Mexico and the Dominican Republic
proved to be in good demand throughout the fi
nancial year.
A key focus in the transformation of the segment is the strengthening and leveraging of our capabilities and
market positions with growth delivered from new products and new customers, based on scalable common
platforms. During the year we rolled-out our group-wide platforms for accommodation-only, flight-only and
dynamic packaging to more markets and we are continuing to develop and enhance the capabilities of these
platforms.
Northern Region
€ million 2023 2022 Var. %
Revenue 7,722.9 6,320.2 + 22.2
Underlying EBIT 71.5 – 101.6 n. a.
Underlying EBIT (at constant currency) 52.1 – 101.6 n. a.
Direct distribution mix
1
(in %, variance in % points) 94 94 –
Online mix
2
(in %, variance in % points) 69 71 – 2
Customers (in ’000) 7,360 6,475 + 13.7
1
Share of sales via own channels (retail and online)
2
Share of online sales
69
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Northern Region comprises the source markets UK and Nordics with our strategic tour operator venture in
Canada being sold in April2023.
Northern Region achieved a significantly improved underlying
EBIT of € 71.5 m (previous year: € – 101.6 m
loss) supported by higher margins as well as the absence of the level of flight disruptions witnessed in the
previous year.
Customer volume increased significantly by 13.7 % to 7,360 k versus previous year (previous year: 6,475 k)
with volumes recovering in particular in the
UK to above pre-pandemic levels. Online distribution for the
Region continued to be high at 69 %, down 2 %pts against previous year of 71 %, but up 2 %pts versus
pre-pandemic levels (FY 2019: 67 %), The comparison against last year is limited due to lower volumes and
longer
retail shop closures resulting from the
COVID-19 restrictions during the winter last year. Direct distribution
at 94 % maintaining the high rate of both the previous year and pre-pandemic.
During the year we announced the expansion of our
UK capacities for the financial year 2024 as part of our
customer growth plans. These will provide customers with more flexibility and choice and also enhance our
dynamic product offering. In September we also announced the re-launch of our First Choice brand in
UK,
which targets new and especially younger customers, to enlarge our appeal across more customer segments.
Central Region
€ million
2023 2022
adjusted
Var. %
Revenue 7,329.7 5,787.3 + 26.7
Underlying EBIT 88.1 74.6 + 18.1
Underlying EBIT (at constant currency) 85.0 74.6 + 14.0
Direct distribution mix
1
(in %, variance in % points) 56 58 – 2
Online mix
2
(in %, variance in % points) 29 30 – 1
Customers (in ’000) 7,036 5,922 + 18.8
1
Share of sales via own channels (retail and online)
2
Share of online sales
Central Region comprises Germany, Austria, Switzerland and Poland.
The segment reported underlying
EBIT profit of € 88.1 m, an increase of € 13.5 m against the previous year’s
€ 74.6 m profit which included the benefit of a ~€ 50 m state compensation for the impact on business of the
pandemic. The increase was driven in particular by an improved operational performance in the key Germa
ny
source market, supported by higher volumes and prices.
Customer numbers increased by 18.8 % to 7,036 k versus previous year (previous year: 5,922 k) in-line with
the positive development of the Region post pandemic. All source markets contributed to this improvement,
with Poland achieving more than one million guests for the first time. Online distribution for Central Region
of 29 % maintained virtually the level of the previous year of 30 % whereby the comparison is limited due to
lower volumes and longer retail shop closures due to the
COVID-19 restrictions during the winter last year.
Against pre-pandemic levels, online distribution continued to be significantly up by + 6 %pts. emphasising
the development of our online offering in this region in line with consumer demand. Similarly, direct distri
bution
of 56 % was also close to prior year (previous year: 58 %) and up 7 %pts against pre-pandemic levels of 50 %.
Western Region
€ million 2023 2022 Var. %
Revenue 3,142.8 2,712.6 + 15.9
Underlying EBIT 81.1 – 31.5 n. a.
Underlying EBIT (at constant currency) 79.1 – 31.5 n. a.
Direct distribution mix
1
(in %, variance in % points) 76 80 – 4
Online mix
2
(in %, variance in % points) 57 60 – 3
Customers (in ’000) 4,614 4,383 + 5.3
1
Share of sales via own channels (retail and online)
2
Share of online sales
Western Region comprises Belgium, Netherlands and France.
Western Region reported an underlying
EBIT of € 81.1 m, up € 112.6 m versus previous year (previous year:
€ – 31.5 m loss). Results were driven by higher demand at improved prices as well as an improved airline
operational performance with the non-repeat of the flight delay and cancellation costs due to operational
disruptions in particular at Schiphol Airport, which affected the business in the previous year.
Customer volume rose by 5.3 % to 4,614 k year-on-year (previous year: 4,383 k) reflecting the improved
booking environment. Online distribution for the region stood at 57 %, down 3 %pts (previous year: 60 %),
but maintaining the pre-pandemic levels (
FY 2019: 57 %). Again, the comparison to prior year is limited due
to
COVID-19 restrictions. Direct distribution of 76 % was 4 %pts down on previous year but maintained
pre-pandemic levels.
70
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
All other segments
€ million
2023 2022
adjusted
Var. %
Revenue 11.9 8.8 + 35.3
Underlying EBIT – 84.8 – 37.4 – 126.6
Underlying EBIT (at constant currency) – 84.9 – 37.4 – 126.7
All other segments’ includes the corporate centre functions of TUIAG and the interim holdings, the Group’s
real estate companies and the Group’s key tourism functions. The previous period numbers have been
ad
justed following the re-segmentation of Future Markets to other segments within the Group.
The underlying
EBIT loss for All other segments increased by € 47.4 m versus previous year, (previous year:
€ – 37.4 m loss). The devaluation of loans in particular contributed to the increase in the loss. The previous
year’s result was also positively influenced by valuation effects, particularly from the reversal of provisions.
71
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Net Assets
Development of the Group’s asset structure
€ million 30 Sep 2023 30 Sep 2022 Var. %
Fixed assets 10,929.1 10,636.0 + 2.8
Non-current receivables 676.8 715.7 – 5.4
Non-current assets 11,605.9 11,351.7 + 2.2
Inventories 62.1 56.1 + 10.8
Current receivables 2,355.4 2,108.1 + 11.7
Cash and cash equivalents 2,060.3 1,736.9 + 18.6
Assets held for sale 68.6 2.7 n. a.
Current assets 4,546.5 3,903.8 + 16.5
Assets 16,152.4 15,255.5 + 5.9
Equity 1,947.2 645.7 + 201.5
Liabilities 14,205.2 14,609.7 – 2.8
Equity and liabilities 16,152.4 15,255.5 + 5.9
The Group’s balance sheet total increased by 5.9 % year-on-year to € 16.2 bn.
Vertical structural indicators
Non-current financial assets accounted for 71.9 % of total assets, compared with 74.4 % in the previous year.
The capitalisation ratio (ratio of fixed assets to total assets) decreased from 69.7 % to 67.7 %.
Current assets accounted for 28.1 % of total assets, compared with 25.6 % in the previous year. The Group’s
cash and cash equivalents increased by € 323.4 m to € 2,060.3 m. They thus accounted for 12.8 % of total
assets, as against 11.4 % in the previous year.
Horizontal structural indicators
At the balance sheet date, the ratio of equity to non-current assets has been 16.8 %. At previous year’s
balance sheet date this figure was 5.7 %. The ratio of equity plus non-current financial liabilities to fixed
assets was 28.8 %, compared with 22.3 % in the previous year.
Development of the Group’s non-current assets
Structure of the Group’s non-current assets
€ million 30 Sep 2023 30 Sep 2022 Var. %
Goodwill 2,949.2 2,970.6 – 0.7
Other intangible assets 538.0 507.6 + 6.0
Property, plant and equipment 3,480.3 3,400.9 + 2.3
Right-of-use assets 2,763.4 2,971.5 – 7.0
Investments in joint ventures and associates 1,198.2 785.4 + 52.6
Fixed assets 10,929.1 10,636.0 + 2.8
Receivables and assets 366.2 493.7 – 25.8
Deferred tax claims 310.6 222.0 + 39.9
Non-current receivables 676.8 715.7 – 5.4
Non-current assets 11,605.9 11,351.7 + 2.2
GOODWILL
Goodwill remained at previous year’s level of € 2,949.2 m.
For details, please refer to the section Goodwill in the Notes from page 217.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment totalled € 3,480.3 m at the balance sheet date, up by € 79.4 m year-on-year.
Major additions to property, plant and equipment related to construction, acquisitions and renovations in
the Hotels & Resorts segment, refurbishment and maintenance work on cruise ships and investment in air
craft.
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 land.
72
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Development of property, plant and equipment
€ million 30 Sep 2023 30 Sep 2022 Var. %
Real estate with hotels 1,936.3 1,800.9 + 7.5
Other land 37.3 186.1 – 80.0
Aircraft 341.5 342.3 – 0.2
Ships 469.6 428.4 + 9.6
Machinery and fixtures 384.8 360.8 + 6.7
Assets under construction 151.9 170.7 – 11.0
Payments on accounts 158.9 111.7 + 42.3
Total 3,480.3 3,400.9 + 2.3
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
IFRS 16. 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
Twenty associated companies and 27 joint ventures were measured at equity. At € 1,198.2 m, their value
decreased by 52.6 % 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 2023 30 Sep 2022 Var. %
Inventories 62.1 56.1 + 10.8
Trade accounts receivable and other financial assets
1
1,397.1 1,330.1 + 5.0
Other non-financial assets
2
917.3 755.0 + 21.5
Current tax assets
41.0 23.1 + 77.9
Cash and cash equivalents 2,060.3 1,736.9 + 18.6
Assets held for sale 68.6 2.7 n. a.
Current assets 4,546.5 3,903.8 + 16.5
1
Incl. receivables from derivative financial instruments
2
Incl. touristic prepayments
73
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
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 for concluding
appropriate financing instruments for long-term corporate funding 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 procur
ing
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.
Hedging cover is taken out ahead of the markets’ customer booking profiles. This provides a degree of
cer
tainty 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 specula
tion
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
Fi
nancial instruments in the Notes to the consolidated financial statements.
See from page 35 ff. or 249 ff.
74
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Capital structure
Capital structure of the Group
€ million 30 Sep 2023 30 Sep 2022 Var. %
Non-current assets 11,605.9 11,351.7 + 2.2
Current assets 4,546.5 3,903.8 + 16.5
Assets 16,152.4 15,255.5 + 5.9
Subscribed capital 507.4 1,785.2 – 71.6
Capital reserves 9,090.1 6,085.9 + 49.4
Revenue reserves – 8,474.6 – 8,432.7 – 0.5
Silent participation – 420.0 n. a.
Non-controlling interest 824.3 787.3 + 4.7
Equity 1,947.2 645.7 + 201.5
Non-current provisions 1,485.7 1,323.2 + 12.3
Current provisions 366.7 574.2 – 36.1
Provisions 1,852.4 1,897.4 – 2.4
Non-current financial liabilities 1,198.5 1,731.4 – 30.8
Current financial liabilities 98.5 319.9 – 69.2
Financial liabilities (IFRS 16) 1,297.0 2,051.3 – 36.8
Non-current lease liabilities 2,216.9 2,508.7 – 11.6
Current lease liabilities 701.2 698.8 + 0.3
Lease liabilities 2,918.1 3,207.5 – 9.0
Other non-current liabilities 427.1 303.6 + 40.7
Other current liabilities 7,708.9 7,149.8 + 7.8
Other liabilities 8,136.0 7,453.4 + 9.2
Debt related to assets held for sale 1.6 – n. a.
Liabilities 16,152.4 15,255.5 + 5.9
Capital ratios
€ million 30 Sep 2023 30 Sep 2022 Var. %
Non-current capital 7,275.5 6,512.8 + 11.7
Non-current capital in relation to balance sheet total % 45.0 42.7 + 2.4
*
Equity ratio % 12.1 4.2 + 7.8
*
Equity and non-current financial liabilities 3,145.7 2,377.2 + 32.3
Equity and non-current financial liabilities in relation to
balance sheet total % 19.5
15.6 + 3.9
*
* Percentage points
Overall, non-current capital increased by 11.7 % to € 7,275.5 m. It accounted for 45.0 % (previous year 42.7 %)
of the balance sheet total.
The equity ratio was 12.1 % (previous year 4.2 %). Equity and non-current financial liabilities accounted for
19.5 % (previous year 15.6 %) of the balance sheet total.
EQUITY
In the completed financial year, after three shares had been redeemed in order to achieve a rounded figure
for the capital stock, the existing capital stock of the Company amounting to € 1,785,205,850.00, divided into
1,785,205,850 registered no-par value shares, each representing a pro rata amount of the capital stock of
€ 1.00, was reduced by € 1,606,685,265.00 to € 178,520,585.00 in accordance with the provisions on capital
reduction pursuant to sections 222 et seq of the German Stock Corporation Act (AktG) in conjunction with
section 7 (6) of the German Securities Trading Act (WStBG) for the purpose of transferring part of the
cap
ital stock to the Company’s capital reserve.
The reduction was effected by a ten-for-one reverse stock split, so that ten no-par value registered shares
were consolidated into one no-par value registered share.
The capital reduction was related to a recapitalisation of the Company in line with section 22
WStBG. The
reduction amount of € 1,606,685,265.00 was transferred to the Company’s non-distributable capital reserve
in accordance with section 7 (6) sentence 5
WStBG.
Following the capital reduction, the Company’s capital stock of € 178,520,585.00, divided into 178,520,585
no-par value registered shares, was increased to € 507,431,033.00 by issuing 328,910,448 new no-par value
registered shares with a pro rata amount of capital stock of € 1.00 per no-par value share, divided into
507,431,033 no-par value registered shares. This increase in capital stock of € 328.9 m was carried out entire
ly
from authorised capital using the authorisations granted by the Annual General Meeting on 8February2022
to issue new registered shares against cash contributions worth a maximum of € 162.3 million (Authorised
Capital 2022 / I) and to issue new shares against cash or non-cash contributions in the amount of € 626.9 m
(Authorised Capital 2022 /
II).
75
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
SILENT ESF PARTICIPATIONS
The remaining Silent Participation I of € 420.0 m taken out by the ESFin financial year 2021, convertible into
TUIAG shares at a conversion price of € 1.00 per share, was repaid in full in April2023 following a capital
increase without the ESF having exercised its conversion option.
PROVISIONS
Provisions mainly comprise provisions for pension obligations, tax provisions and provisions for typical
op
erating risks classified as current or non-current, depending on expected occurrence. At the balance sheet
date, they accounted for a total of € 1,852.4 m, down by € 45.0 m year-on-year.
FINANCIAL AND LEASE LIABILITIES
Composition of financial liabilities and lease liabilities
€ million 30 Sep 2023 30 Sep 2022 Var. %
Bonds 542.7 580.5 – 6.5
Liabilites to banks 718.8 1,382.6 – 48.0
Other financial liabilities 35.5 88.2 – 59.8
Financial liabilities 1,297.0 2,051.3 – 36.8
Lease liabilities 2,918.1 3,207.5 – 9.0
Our non-current financial liabilities declined by € 532.9 m to € 1,198.5 m year-on-year. The decline was
pri
marily attributable to a reduction in liabilities to banks.
For more detailed information, please refer to the Notes to the consolidated financial statements.
See chapter Financial and lease liabilities, page 244.
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 590 590 5.000
2021 BONDS
In March2023, the conversion price of the convertible bonds issued in 2021 of € 589.6 m was adjusted to
€ 26.6707 per share due to the capital reduction and subsequent rights issue.
See Other notes from page 275.
ESF WARRANT BOND
In April2023, the remaining € 58.7 m of the warrant bond issued to the Economic Stabilisation Fund (ESF) in
October2020 was repurchased together with the outstanding 58.7 m warrants following a capital increase
without the
ESF having exercised its warrant rights.
SYNDICATED CREDIT FACILITIES OF TUIAG
On the basis of a contractual agreement and due to proceeds from a capital increase, TUIAG’s syndicated
credit facilities originally totalling around € 3.7 bn were reduced to around € 2.7 bn by cancelling an amount
of € 1.05 bn of the undrawn KfW tranche previously amounting to € 2.1 bn.
In May2023, ahead of the maturity date, an agreement was concluded with the lenders under TUIAG’s
syn
dicated credit facilities totalling around € 2.7 bn, including a cash tranche by KfW of € 1.05 bn and a bank
guarantee tranche of € 190.0 m, to extend the maturity of these facilities to July2026.
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, no cash drawdowns had been made on the syndicated credit facilities.
76
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
2018 SCHULDSCHEIN
In July2023, the Schuldschein of € 425 m issued in 2018 was reduced to € 242 m by redeeming two tranches
worth € 183 m.
BANK CREDITS AND LEASE LIABILITIES
Liabilities to banks mainly relate to the Schuldschein worth of € 242 m of TUIAG and liabilities from the
financing of aircraft and hotel facilities.
Lease liabilities essentially relate to aircraft funding and hotel leases. For more detailed information, in
par
ticular 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, page 244.
OTHER LIABILITIES
The combined figure for other liabilities mainly includes trade payables and customer deposits. At € 8,136.0 m,
it was € 682.6 m up year-on-year.
Key credit facilities
SYNDICATED CREDIT FACILITIES OF TUIAG
TUIAG’s syndicated credit facility of around € 2.7 bn included a tranche of € 190 m for bank guarantees. At
the balance sheet date, no cash drawdowns had been made from this credit facility. An amount of € 109.2 m
was drawn under this credit facility by utilising bank guarantees.
BILATERAL GUARANTEE FACILITIES OF TUIAG WITH BANKS
In October2022, TUIAG concluded a guarantee facility of € 345.6 m with a bank in order to meet a regulato
ry
obligation. At the balance sheet date, this guarantee facility was fully utilsed. In October2023, this guarantee
facility was replaced by a new guarantee facility and utilsed in exchange for a new guarantee worth € 386.0 m.
In addition,
TUIAG concluded further bilateral guarantee facilities with banks with a total amount of € 19.8 m
for the provision of bank guarantees in the framework of ordinary business activities. Some of the guaran
tees
have a term of several years. The guarantees granted give rise to a commission in the form of a fixed
per
centage of the maximum guaranteed amount. At the balance sheet date, an amount of € 4.9 m of these
facilities had been utilised.
Obligations from financing agreements
TUIAG’s Schuldschein worth nominal € 242 m, the convertible bond worth nominal € 589.6 m and the credit
and guarantee facilities for
TUIAG contain a number of obligations.
Under its syndicated credit facility worth € 2.7 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 2.5; net debt must not
exceed 3.0 times
EBITDA. The financial covenants are determined every six months, but the banks initially
agreed to apply less tight financial covenants up until and including 31March2023. 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 nominal € 242 m, the convertible bond worth nominal € 589.6 m and the cred
it and
guarantee facilities for
TUIAG also contain additional clauses typical of financing instruments of this type.
Non-compliance with these obligations provide the lenders the right to terminate the facilities and terminate
the financing arrangements for immediate repayment.
Ratings by Standard & Poor’s and Moody’s
TUIAG ratings
2019 2020 2021 2022 2023 Outlook
Standard&Poor’s BB CCC+ CCC+ B– B positive
Moody’s Ba2 Caa1 Caa1 B3 B2 positive
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.
Following upgrades of their ratings to B- (Standard & Poor’s) and B3 (Moody’s) in financial year 2022, the
two rating agencies upgraded their ratings to “B (positive outlook)” (Standard & Poor’s) and “B2 (positive
outlook)” (Moody’s) in April and May2023 due to a significant improvement in the business environment, the
stronger balance sheet structure and the improved liquidity situation.
77
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Financial stability targets
TUI is aiming for an improved credit rating to finance the further development of the company. With the
temporary grounding of the Boeing 737
MAX aircraft type and subsequently due to the effects of the
COVID-19 pandemic, the rating was downgraded from BB and Ba territory to CCC+ and Caa1 in 2020. In the
2022 financial year,
TUI was upgraded to B territory again by both rating agencies. The improvements in key
operating figures associated with the easing of the
COVID-19 pandemic, the structural improvement in key
debt figures, in particular as a result of the capital increase in April2023, and the early extension of the
syndicated credit facilities led to an improvement in the rating to B (Standard & Poor’s) and B2 (Moody’s) in
the 2023 financial year, each with a positive outlook. We are aiming to further improve our ratings in order
to minimise our borrowing costs and stabilise our access to the debt capital markets. We achieved our finan
cial
stability target of a gross leverage ratio of below 3.0x in the 2023 financial year with a ratio of 2.6x.
From financial year 2024 onwards, we define the net-leverage ratio along the following basic lines:
Net Leverage Ratio
€ million 2023 2022
Financial liabilities 1,297.0 2,051.3
plus Lease liabilities 2,918.1 3,207.5
less Cash and cash equivalents 2,060.3 1,736.9
less Other current financial assets 48.6 85.8
Net Debt 2,106.2 3,436.1
EBITDA (underlying) 1,775.3 1,224.6
Net Leverage Ratio 1.2 2.8
Due to lower net debt and the improvement in our EBITDA (underlying) , our net-leverage ratio improved to
1.2x in the financial year 2023 (previous year: 2.8x). We are aiming for a net-leverage ratio of strongly less
than 1.0x in the medium term.
See section Capital management, page 272.
Interest and financing environment
In financial year 2023, short-term interest rates for the key currencies have steadily risen, from low single
digit percentage rates at the start of the period rising to medium single digit percentage rates towards the
end of the period, as central banks raised rates to tackle rising inflation. Inflation has now started to ease in
the key currency areas. Interest rates are expected to be at, or close to, their peak, and no further significant
interest rate increases by central banks are expected in the upcoming months. With the increase in short-
term interest rates, both the income from money market investments and the reference interest rates for
float
ing-rate debt have risen accordingly.
In the financial year under review, quoted credit margins (based on CDS levels) for corporates on sub-
invest
ment grades fell again, but remain at a level above the long-term average. Credit margins for TUIAG
declined again in the course of the financial year under review but are still elevated. Due to the persistently
difficult market environment in 2023, 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
€ 0.3 m.
RESTRICTIONS ON THE TRANSFER OF LIQUID FUNDS
At the balance sheet date, there were restrictions worth around € 0.8 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, page 107.
78
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Cash flow statement
Summary cash flow statement
€ million 2023 2022
Net cash inflow from operating activities + 1,637.3 + 2,077.8
Net cash outflow from investing activities
– 492.2 – 308.2
Net cash outflow from financing activities – 834.6 – 1,630.9
Change in cash and cash equivalents with cash effects + 310.5 + 138.6
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 increased by € 323.6 m to € 2,060.5 m.
CASH INFLOW FROM OPERATING ACTIVITIES
In financial year 2023, the cash inflow from operating activities totalled € 1,637.3 m (previous year cash inflow
of € 2,077.8 m). This amount includes interest payments received of € 54.9 m (previous year € 12.4 m) and
dividends of € 24.1 m (previous year € 0.2 m). Income tax payments resulted in a cash outflow of € 106.9 m
(previous year € 131.4 m).
CASH OUTFLOW FROM INVESTING ACTIVITIES
In financial year 2023, the cash outflow from investing activities totalled € 492.2 m (previous year cash out-
flow of € 308.2 m). This amount includes a cash outflow for capital expenditure related to property, plant and
equipment and intangible assets of € 666.2 m (previous year 515.7 m). The Group recorded a cash inflow of
€ 142.9 m from the sale of property, plant and equipment and intangible assets (previous year € 180.7 m).
TUI
recorded a cash inflow of € 70.7 m from the earn-out payment in connection with sale of the stakes in
RIU Hotels S. A. and € 3.0 m from the sale of Karisma Hotels Caribbean S.A., effected in financial year 2021.
The TUI Group contributed € 73.5 m to the capital increase of Pep Toni Hotels and € 9.9 m to the capital in
crease
of the
TUI Global Hospitality Fund. A cash inflow of € 2.1 m resulted from the sale of money market funds,
€ 0.7 m was spent on the purchase.
CASH OUTFLOW FROM FINANCING ACTIVITIES
The cash outflow from financing activities totalled € 834.6 m (previous year outflow of € 1,630.9 m).
Change in cash and cash equivalents
€ million 2023 2022
Cash and cash equivalents at the beginning of period + 1,736.9 + 1,586.1
Changes due to changes in exchange rates + 13.1 + 12.2
Cash changes + 310.5 + 138.6
Cash and cash equivalents at the end of period + 2,060.5 + 1,736.9
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.
See page 186 and 274.
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.
79
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COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Net capex and investments
€ million
2023 2022
adjusted
Var. %
Cash gross capex
Hotels & Resorts 220.5 197.2 + 11.8
Cruises 82.9 45.5 + 82.2
TUI Musement 26.4 25.5 + 3.5
Holiday Experiences 329.9 268.2 + 23.0
Northern Region 30.2 26.2 + 15.3
Central Region 15.1 13.5 + 11.9
Western Region 24.1 7.5 + 221.3
Markets & Airlines
*
100.6 115.5 – 12.9
All other segments
147.5 102.3 + 44.2
TUI Group 577.9 486.0 + 18.9
Net pre delivery payments on aircraft 51.8 – 126.5 n. a.
Financial investments 83.2 0.9 n. a.
Divestments – 219.2 – 44.4 – 393.4
Net capex and investments 493.7 315.9 + 56.3
* Including gross capex of € 31.2 m for financial year 2023 (previous year € 68.3 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 capital expenditure on property, plant and equipment
amounted to € 577.9 m, up 18.9 % year-on-year. This year-on-year increase was driven by the normalisation
and expansion of our business activities after the pandemic subsided, which led to higher capital expendi
ture,
in particular in Hotels & Resorts and IT. The significant increase in capex in the Cruises segment was attributable
to the refurbishment of the Mein Schiff Herz before the vessel was commissioned for the UK market by
Marella Cruises. Net property, plant and equipment and investments amounted to € 493.7 m in the period
under review, an increase of 56.3 % year-on-year. Investments include a contribution to the share
capital of
Pep Toni S. A., founded with the Riu family at the end of the financial year under review as a
company that
will own and operate hotels. Divestments include an inflow of around € 71 m from the sale of
the shares in
RIU Hotels S. A. in financial year 2021 and an inflow from the sale of the stake in the non- consolidated
investment Peakwork AG, divested in Q3 2023. In the prior year, 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
ven
ture of TUI Group. They also comprised a subsequent reduction in the selling price for the divestment
of
RIU Hotels
S. A.
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 2023 2022
Cash gross capex 577.9 486.0
Additions right-of-use assets 7.7 12.3
Advance payments 88.4 29.7
Other non-cash changes – 9.7 66.9
Additions to other intangible assets and property, plant and equipment 664.2 594.9
Investment obligations
ORDER COMMITMENTS
Due to agreements concluded in financial year 2023 or in prior years, order commitments for investments
totalled € 2,172.5 m as at the balance sheet date. This total included an amount of € 1,070.9 m for scheduled
investments in financial year 2024.
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 30September2023 declined by € 1,330.0 m year-on-year to € 2,106.2 m.
Net debt
€ million 30 Sep 2023 30 Sep 2022 Var. %
Financial debt 1,297.0 2,051.3 – 36.8
Lease liabilities 2,918.1 3,207.5 – 9.0
Cash and cash equivalents 2,060.3 1,736.9 + 18.6
Short-term interest-bearing investments 48.6 85.8 – 43.3
Net debt 2,106.2 3,436.2 – 38.7
80
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FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
81
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Non-financial Group Declaration of TUI Group
*
PAGE 81 About this Non-Financial Group Declaration
PAGE 82 Governance and sustainability management
PAGE 82 TUI Sustainability Agenda
PAGE 84 People – Empowering to drive development
PAGE 85 Planet – Reduce our footprint
PAGE 90 Progress – Accelerate the transformation
PAGE 91 Our people
PAGE 98 Customer experience, security & safety and crisis management
PAGE 99 Anti-corruption and anti-bribery
PAGE 99 Disclosures under the EU Taxonomy Regulation (EU) 2020 / 852
* Unaudited
About this Non-Financial Group Declaration
For TUI Group, sustainability covering all three areas of economic, environmental and social sustainabil
ity
is a fundamental management principle. We firmly believe that sustainable development is critical to
long-term economic success.
In the sections below,
TUIAG presents a Non-Financial Group Declaration for TUI Group that combines
aspects and reporting on the following key issues: environmental matters, employee matters, social
matters, respecting human rights, and information on integrity and compliance. Pursuant to section 315b
para. 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. In addition to the
Group’s fully consolidated subsidiaries, this non-financial statement also includes companies recognised
at equity, in particular in the
TUI Hotels & Resorts sector and TUI Cruises.
A materiality assessment performed in the financial year under review generated insights into the risks
and opportunities relating to sustainability. The
ESG-related positions and views derived from a survey
among internal experts were consolidated into a list of key topics. The findings did not give rise to any
substantial changes in our reporting approach for the Non-Financial Group Declaration.
We identified the following aspects scoring highest in the Environment, Social and Governance categories:
•
Environment: emissions, creation of sustainable holiday products, energy sources and efficiency, sustain
able
procurement, destination development, waste and circularity
• Social: human rights, diversity, equality and inclusion, talent acquisition, fair pay, occupational health and
safety, positive employee experience
• Governance: supply chain management, fair business relationships and integrity, corporate citizenship,
crisis management, business continuity
Nevertheless, in developing our
TUI Sustainability Agenda, we also include topics with lower materiality
scores, so as, for instance, to reflect the future relevance of specific topics such as biodiversity management.
We describe our risk management system and the principal risks associated with our business activities, our
business relationships and services as well as the principal sustainability risks in our Risk Report from
page35. Following a climate risk analysis carried out across the Group, our risk reporting was expanded to
include more detailed information on the impact of climate change on
TUI.
APPLIED STANDARDS AND SUSTAINABILITY INDICES
Our reporting reflects the principles of the UN Global Compact, which TUI signed up to in 2014. Our sustain-
ability activities are also aligned with the
UN Sustainable Development Goals (SDGs).
In 2023,
TUI participated in the CDP Climate Change Programme and in the S&P Dow Jones Sustainability
Index Assessment and engaged in dialogue with other
ESG researchers. For the first time, TUIAG’s rating was
upgraded to ‘Prime Investment’ by
ISS ESG.
SPECIFIC CO EMISSIONS OF OUR AIRLINES AS A KEY NON-FINANCIAL PERFORMANCE INDICATOR
We regard specific CO
2
emissions (in g CO
2
/ rpk) of our aircraft fleet as a key non-financial performance
in
dicator.
See page 86.
82
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FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
DISCLOSURES PURSUANT TO EU TAXONOMY REGULATION (2020 / 852)
This Group Declaration includes disclosures on whether and to what extent TUI Group’s operations include
economic activities to be classified as Taxonomy-eligible or Taxonomie-aligned under the
EU Taxonomy
Regulation (2020 / 852).
LIMITED ASSURANCE ENGAGEMENT ATTESTATION
The present Non-Financial Group Declaration was not included in the audit of the annual financial state
ments.
It was subject to a limited assurance engagement in accordance with
ISAE 3000 (revised).
See page 295.
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 page 134 summarises the extent to which TUI Group complies with the TCFD’s recommendations. These
disclosures are not part of this Non-Financial Group Declaration.
Governance and sustainability management
For TUI Group, sustainability is a fundamental management principle and a cornerstone of our strategy for
continually enhancing the value of our Company. Global responsibility for economic, environmental and
so
cial sustainability is at the core of our corporate culture.
Disclosures on the business model
TUI Group is an integrated tourism group operating globally. TUI Group’s business model is outlined in detail from pages 24
and 28 onwards in this Annual Report in accordance with section 315c para. 1 in conjunction with section 289c para. 1
HGB.
TUI Group has a governance structure in place that ensures that sustainability issues, along with climate-re
lated
risks and opportunities, are assessed and actioned at all levels. The Group Executive Committee (GEC) man
ages
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, published in February2023. It defines the
global framework for
TUI’s sustainability activities.
A team of experienced sustainability professionals are working in close collaboration with management to
ensure that
TUI’s business and sustainability activities areas are closely aligned. The Group Sustainability
Director heads up the Group Sustainability team, and reports to the Chief Sustainability Officer (
CSO) who
sits on the
GEC.
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 sustainability risks.
TUI Sustainability Agenda
TUI Group’s Sustainability Agenda, developed in the past few reporting periods by TUI’s international
sus
tainability team, was published in February2023. New priorities and strategic directions for TUI’s global
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.
We engaged in direct dialogue with our stakeholders and participated in industry initiatives to discuss
expecta
tions as well as existing and future challenges in relation to sustainability issues, and these have
been incorporated into our sustainability activities. The Supervisory Board, Executive Board, Group Execu
tive
Sustainability Governance
SUPERVISORY BOARD
Twice yearly updates by the CSO
EXECUTIVE BOARD AND GROUP EXECUTIVE COMMITTEE
Monthly updates by the CSO
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.
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.
83
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Board
and employee representatives were regularly involved in the development of the Agenda by means
of indi
vidual and group presentations. We also discussed specific topics with associations and interested
stakeholders. We have continued to foster this dialogue since publishing our Agenda in order to ensure that
we focus on the most important issues and adopt relevant future topics at an early stage.
Our Sustainability Agenda builds on tourism as a force for good. Together with our partners we continue to
promote the positive effects of tourism on local communities, reduce our ecological footprint and create
more sustainable holiday products for our guests.
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 ambition is to actively shape a more sustainable future for tourism in all three dimensions of sustain
a-
bility – social, environmental and economic. We use our scale and influence for the sustainable transforma
tion
of the tourism industry. We understand sustainable transformation as an opportunity.
Our Agenda is founded on three priorities: We aim to empower people in the destinations and TUI employ
ees
to drive the sustainable transformation actively (People). We aim to reduce TUI’s ecological footprint (Plan
et).
We aim to partner with others to launch initiatives for the sustainable transformation of our sector (Pro
gress).
Our three P’s – People, Planet and Progress – are supported by 15 focus areas with key goals, objectives and
initiatives. Our Sustainability Agenda seeks to address the major challenges we will face in the coming decades,
in particular climate change. For more details on the three P’s, please refer to the table below.
Our targets include achieving net-zero emissions across our own operations and in the supply chain by 2050
at the latest, setting near-term science-based targets for emission reduction, becoming a circular business
and enabling around 20 million customers a year to make sustainable holiday choices (from 2030).
Our Sustainability Agenda supports the United Nations’ Sustainable Development Goals (
SDGs) 17 global
goals to fight inequality, end poverty and protect our planet by 2030 – and defines appropriate measures to
contribute to their achievement. The tourism value chain is closely linked with many different sectors. This
enables us to influence progress on many
SDGs, with a particular focus on 13 of these goals.
TUI Sustainability Agenda
Building
blocks
Empower people 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
•
Circular business
•
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.
To protect our planet, we
will change the way we use
natural resources and
become a circular business.
Accelerating 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
84
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FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
People – Empowering to drive development
In many parts of the world, tourism is one of the key driving forces for development and prosperity. It cre
ates
employment, provides education and drives social and environmental standards. We aim to ensure that local
people and communities benefit from tourism and local supply chains. Our employees are empowered to
play a crucial role in this because we offer the skills and knowledge they need for a sustainable transforma
tion
of the tourism industry.
CONTRIBUTION TO THE SDGS
TUI SUSTAINABILITY ACADEMY AND TRAINING PROGRAMMES
We seek to provide our colleagues with the knowledge and skills required to become sustainability change-
makers. One of our tools is the digital
TUI Sustainability Academy learning platform. It offers insights into a
wide range of sustainability topics, from energy and fuels to social impacts and the circular economy. The
launch of
TUI’s Sustainability Agenda includes training sessions designed to familiarise our employees with
the core content of the strategy so that they can apply it more easily to their respective areas of work. Some
elements of the training courses are adapted to a specific business area and market, enhancing the relevance
and integration. By 2025 we hope to deliver our employees 25,000 hours of training a year on sustainability
issues. We intend to start our reporting in
FY24.
GERMAN SUPPLY CHAIN DUE DILIGENCE ACT
Protecting human rights and environmental standards across supply chains is the focus of the new German
Supply Chain Due Diligence Act (
GSCA), which entered into force on 1January2023. For TUI, it applies to
our own business,
TUI suppliers and the wider supply chain, both in Germany and worldwide. An internal
GSCA Steering Group has been established to manage the introduction and integration of the Act within the
Company. In the financial year under review, the focus was on the development and implementation of risk
analyses, training programmes, preventative and corrective measures and the adjustment and updating of
policies and reporting processes. These activities build on the work already delivered by TUI to protect hu
man
rights and the environment and support preparations for the
EU Due Diligence Directive.
More detailed information on TUI’s Human Rights Policy Statement at https://www.tuigroup.com/damfiles/default/tui-
group-15/en/sustainability/msa/msa-download-statements/
TUI-Human-Rights-Policy-Statement-and-Framework_final.
pdf-8d907708399b58b9232f73cf5224d1e0.pdf or https://www.tuigroup.com/damfiles/default/tuigroup-15/en/sustainability/
msa/msa-download-statements/Policy-Statement_Human-Rights-Framework_
TUI-Deutschland-GmbH_EN_signed.
pdf-a123f16e1f2b3eedd31ded408f4d0d45.pdf
RESPECTING HUMAN RIGHTS
In accordance with applicable laws, conventions and regulations, TUI Group commits to respecting all inter-
nationally proclaimed human rights as specified in the International Bill of Human Rights and expects its
suppliers and business partners to do so, too. We have a number of policies and initiatives in place to mon
itor,
identify, mitigate and prevent human rights impacts in line with the
UN Guiding Principles on Business and
Human Rights, and will take remedial action where necessary.
•
TUI signed up to the UN Global Compact in 2014. TUI Group has thus committed to aligning its activities
to principles in the fields of human rights, labour standards, environmental protection and anti-corrup
tion.
•
TUI signed the UN World Tourism Organisation (UNWTO)’s Global Code of Ethics in 2012.
• Our Global Employment Statement focusses on fair and respectful dealings with 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 via the Speak Up Line.
• Our Supplier Code of Conduct sets out the minimum standards we expect from our suppliers, covering
human rights and labour laws, anti-bribery and anti-corruption, environmental impacts and support for
local communities.
•
We expect our hotel partners to implement sustainability certifications recognised by the Global Sustainable
Tourism Council (GSTC)
*
comprising standards for human rights, child protection and social welfare. We
also apply the
GSTC Criteria to our experiences programme. In FY22 we started certifications of the TUI
Collection portfolio and extended this process in
FY23 to further excursion programmes we offer.
• Our in-house child protection policies include information for our colleagues on ‘voluntourism’.
• Our Human Rights Policy Statement, published on
TUI’s website, sets out our activities and measures
implemented in our business operations and our supply chain to prevent human rights violations.
•
We continue to provide e-learning modules on human rights and child protection, which we regularly up
date
to reflect changes in framework parameters. Airline crews in the UK, Nordics and Germany receive Vulner
able
Children and Human Trafficking training programmes as part of their induction so that they can spot hu
man
trafficking and take action. All staff working for
TUI Musement have to complete the Human Rights and
Child Protection modules every two years. A global training programme for
TUI employees was being
rolled out in the period under review.
* TUI requirement for hotel partners with more than 80 rooms and TUI occupancy rate > 10 %.
85
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
SUPPORTING THE TUI CARE FOUNDATION
One of our initiatives aimed at making a difference in the destinations is the foundation set up by our Group,
which draws on tourism as a force for good to improve the lives of young people, preserve the natural envi
ron-
ment and support local communities in their development.
With over 40 projects in 25 countries, the
TUI Care Foundation focuses on the special needs of individual
destinations, supported by
TUI’s customers. The foundation carries out projects in the fields of education,
community empowerment, natural landscapes and marine conservation. Examples include projects for
ma
rine conservation in Bali, vocational training at the TUI Academy for disadvantaged young people in Cape
Verde, campaigning against plastic waste in Cyprus and Zanzibar, and support for local communities in tran
si-
tioning to sustainable, regenerative agriculture.
In June2023, the government of Cape Verde, TUI Group and the TUI Care Foundation signed a Memoran
dum
of Understanding entitled ‘Tourism for Development’ as a basis for cooperation between the parties in
pro
moting the sustainable development of tourism in the Cape Verde islands. The focus is on strengthening
local supply chains, expanding educational programmes about the environment and sustainable tourism, and
promoting renewable energies.
For more information on the TUI Care Foundation, please refer to www.tuicarefoundation.com
Planet – Reduce our footprint
CONTRIBUTION TO THE SDGS
We are working to reduce the ecological footprint of travel and increase environmental performance in our
industry. We aim to achieve net-zero emissions in our operations and along our supply chain by 2050 and
considerably reduce our environmental impact in the fields of water, energy and waste. We are also reporting
the first strategic and operational steps taken in this context. In order to protect our planet, we are planning
to change how we use natural resources and to become a circular business.
VOLUNTARY CLIMATE COMMITMENTS
Climate change is a pressing global challenge. For 30 years, we have been committed to reducing our envi
ron-
mental impacts. We are linking these activities closely to science-based findings.
We have therefore joined the Science Based Targets initiative (
SBTi), committing to implement emission
reductions on the basis of the latest findings in climate science. The SBTi is a global initiative enabling
business
es to set ambitious emission reduction targets in line with the Paris Agreement goals to fight the
effects of global climate change. The SBTi is a joint initiative of the Carbon Disclosure Project (CDP), the United
Nations’ Global Compact, the World Resources Institute (WRI) and the World Wide Fund for Nature (WWF).
In accordance with the SBTi methods, emissions from TUI Group’s airline, cruises and hotels account for 99 %
of our emissions. Roadmaps for a significant reduction in emissions have been drawn up for each of our
three
business areas.
86
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The emission reduction targets for our own aircraft, cruise ships and hotels to be achieved by 2030 were
submitted to the
SBTi for final review and were officially recognised and validated by the SBTi. Intensity and
absolute targets have been submitted:
• Reduction of
CO
2
e-Emissions per Revenue Passenger Kilometer from TUI Airline – 24 % by 2030
1
• Reduction of absolute CO
2
e-Emissions from TUI’s cruise business – 27.5 % by 2030
1
• Reduction of absolute CO
2
e-Emissions from TUI Hotels&Resorts (owned) – 46.2 % by 2030
2
1
Base year 2019. Target level: well below 2°C. CO
2
e = CO
2
equivalents. In addition to carbon dioxide (CO
2
), these take into account the
other five climate-impacting greenhouse gases according to the Kyoto Protocol: Methane (CH), nitrous oxide (NO), hydrofluorocar
bons
(HFCs), perfluorocarbons (PFCs) and sulphur hexafluoride (SF). TUI Group’s commitments to achieve science-based targets also
include well-to-wake emissions for our aviation and cruise activities (emissions from aviation and marine fuels, Scope 1 and Scope3,
Category 3).
2
Base year 2019. target level: 1.5°C. For our hotels, the SBTi commitment includes emissions from all energy sources plus gases from
refrigerants (Scope 1 and 2).
Airline, cruise and hotel GHG emissions figures published in the FY23 Non-Financial Group Declaration do
not
match the scope, boundaries or reporting methodology of our science-based targets. Therefore inferences
of progress towards achieving
SBTs based on figures in this or previous Non-Financial Group Declarations
should not be made.
ACTIVITIES AT OUR BUSINESS LOCATIONS
We are committed to reducing the environmental impact of our administrative buildings. The TUI Campus in
Hanover will be supplied with electricity generated by a photovoltaic system. The array und construction in
FY23, which will occupy 7,350 m and have a maximum output of 1.6 megawatts , is a significant step towards
reducing emissions on site. In addition, 40 e-charging stations were under construction in the financial year
under review in order to promote sustainable mobility.
OUR CURRENT FOOTPRINT
In financial year 2023, TUI Group’s total absolute emissions were largely stable year-on-year at an increase
of 1 %. In aviation, emission reductions were due to the sale of the stake in Sunwing in March2023. We did
not adjust the
FY22 data. In Cruises, the increase was driven by the continued recovery of business after the
COVID-19 pandemic and the inclusion of our river cruises segment in reporting. Scope 3 emissions reflect the
expansion of the reporting framework, in particular due to the inclusion of
WTT (well-to-tank) emissions
from marine cruise fuel and jet fuel.
Carbon dioxide emissions (CO
2
)
tons 2023 2022
Var. %
Airlines 4,218,553 4,331,628 – 2.6
Cruises 899,790 762,942 + 17.9
Hotels 805,541 767,049
1
+ 5.0
Major premises / shops 14,890 14,251 + 4.5
Ground transport 14,413 13,144 + 9.7
Scope 3 (indirect emissions from TUI’s value chain)
3
1,239,493 1,232,804
2
+ 0.5
Total 7,192,680 7,121,818 + 1.0
1
Previous year adjusted due to inclusion of refrigerant gases
2
Previous year adjusted due to extended reporting scope
3
With reference to the Greenhouse Gas Protocol, TUI Group currently includes Scope 3 emissions from the production of office paper
and printed brochures, well-to-tank emissions from fuel consumption of aircraft, ships, hotels and ground transport, the distribution
of electricity (hotels), waste and water treatment (hotels), employee business travel with third-party airlines and rail, and employee
commuting. The current scope of the reported Scope 3 emissions therefore does not yet fulfil all the requirements of the Corporate
Value Chain (Scope 3) Accounting and Reporting Standard.
Our reduction targets
EMISSIONS FROM
TUI AIRLINE
EMISSIONS FROM
TUI’S CRUISE BUSINESS
EMISSIONS FROM
TUI HOTELS & RESORTS
(CO
2
e per rpk* by 2030,
Baseline year 2019)
(absolute CO
2
e by 2030,
Baseline year 2019)
(absolute CO
2
e by 2030,
Baseline year 2019)
– 24 % – 27.5 % – 46.2 %
* rpk = Revenue Passenger Kilometers (RPK) or Revenue Passenger Miles (RPM) is an aviation industry metric that indicates the number
of kilometers traveled by paying passengers.
87
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Energy usage by business area
MWh 2023 2022
Var. %
Airlines 17,202,638 17,655,179 – 2.6
Cruises 3,507,396 2,962,423 + 18.4
Hotels 1,762,992 1,599,057 + 10.3
Major premises / shops 59,651 60,036 – 0.6
Ground transport 61,087 55,311 + 10.4
Total 22,593,764 22,332,006 + 1.2
MORE EFFICIENT FLYING
We already operate one of Europe’s most carbon-efficient airlines and aim to continually enhance our envi
ron-
mental performance. Our airline emissions reduction targets by 2030 have been validated by the
SBTi. Our
emission reduction roadmap for our aircraft fleet comprises the following measures: additional capex on
modern carbon-efficient aircraft, efficiency enhancement through operational measures and investments in
sustainable aircraft fuels (
SAF).
In order to reduce emissions,
TUI Group has invested in state-of-the-art aircraft such as Boeing 787s and
Boeing 737 Max aircraft. On average, these planes are 20 % (787) and 16 % (737
MAX) more fuel-efficient
than the aircraft they replace in
TUI’s fleet.
Moreover,
TUI fly Belgium added Embraer E195-E2 aircraft, highly efficient planes in the category of up to
150 seats, to its fleet. The aircraft will operate on short- and medium-haul routes and reduce the carbon
footprint by up to one third.
Environmental management systems and operational measures play a key role in implementing sustainabil
ity
and further enhancing
TUI’s climate efficiency. In financial year 2023, all TUI airlines were certified under the
internationally recognised
ISO 14001:2015 standard. All ISO 14001 management systems used by individual
TUI airlines were transferred to one single management system in the period under review. The following
examples illustrate the operational measures implemented to enhance efficiency:
• Flight operations, for instance single engine taxiing in and out, wind uplinks and optimised climb speeds
and profiles
• Weight reduction, for instance carbon brakes and fly away kit (spare parts and tools)
• Fight planning optimisation, for instance alternate distance and minimum fuel programme
• Fuel management system to improve fuel analysis, identification of further savings potential and tracking
of savings
Sustainable aviation fuels (
SAF) play a crucial role in reducing aviation emissions and are hence a key part of
our emission reduction roadmap to further improve airline carbon efficiency by 2030.
TUI cooperates with a
number of partners to secure supplies of
SAF. Examples include the signing of a Memorandum of Under-
standing with the Spanish energy company
CEPSA. The partnership with CEPSA will focus on SAF fuels
generated from raw materials such as used cooking oils, non-food animal waste and biodegradable waste
from various industries. This will make it possible to reduce aircraft emissions by up to 80 % compared to
conventional jet fuel. An additional Memorandum of Understanding was signed with Shell.
In 2023, relative carbon emissions across our airlines decreased by 3.9 %. This improvement was largely due
to higher load factors versus 2022 and our ongoing re-fleeting programme to replace older aircraft by new,
more carbon-efficient aircraft.
Specific emissions are additionally shown in the form of
CO
2
equivalents (CO
2
e). Apart from carbon dioxide
(
CO
2
), these 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
hex
afluoride (SF
6
).
TUI Airlines– Fuel consumption and CO
2
emissions
2023 2022
Var. %
Specific fuel consumption l / 100 rpk
*
2.43 2.52 – 3.9
Carbon dioxide (CO
2
)– total t 4,218,553 4,053,745 + 4.1
Carbon dioxide (CO
2
)– specific kg / 100 rpk
*
6.11 6.36 – 3.9
* rpk=revenue passenger kilometer
88
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI Airlines– Carbon intensity
g CO
2
/ rpk
*
2023 2022 Var. % g CO
2
e / rpk
*
TUI Airline fleet 61.1 63.6 – 3.9 61.7
TUI Airways 60.7 62.2 – 2.5 61.3
TUI fly Belgium 66.3 70.7 – 6.3 66.9
TUI fly Germany 60 64.4 – 6.8 60.5
TUI fly Netherlands 59.6 59.8 – 0.2 60.2
TUI fly Nordic 59.8 66.4 – 9.9 60.4
* rpk=Revenue Passenger Kilometre
We commissioned Verifavia to provide assurance on the carbon intensity metrics for financial year 2023 as shown in the above
table ‘TUI Airlines – CO
2
intensity’. The airline carbon data methodology document and the full assurance report are available
at www.tuigroup.com/en-en/responsibility/sustainability/reporting-downloads
MORE SUSTAINABLE CRUISING
We continue to focus on reducing the emissions of our cruise ships, delivering progress by investing in state-
of-the-art technology to reduce air emissions and in operational efficiency. Emission reduction roadmaps
were drawn up for
TUI Cruises, Hapag-Lloyd Cruises and Marella Cruises as part of our submission of 2030
targets for validation by the SBTi. Key levers include investments in fleet modernisation and efficiency
en
hancement with a focus on shore power, route optimisation, energy efficiency enhancement and switching
to alternative fuels.
TUI Cruises with its Mein Schiff and Hapag-Lloyd Cruises brands continues to operate a modern and tech-
nologically advanced fleet. The newbuilds in the fleet are equipped with state-of-the-art technologies to
minimise fuel consumption. A smart energy management system, efficient air conditioning, innovative light
ing
controls and the use of exhaust heat from the engines contribute to a significant reduction in the carbon
footprint compared with vessels not equipped with those technologies.
In the period under review, essential steps were taken to reduce emissions generated by the Mein Schiff and
Hapag-Lloyd Cruises fleet. The Company will successively install the equipment required for shore power
connection on all ships of the Mein Schiff fleet. In the period under review, Mein Schiff 1 was retrofitted
during her scheduled dock period. Mein Schiff 2 and Mein Schiff 5 will follow in November2023 and in
Jan
uary2024.
In summer 2023, both fleets successfully used shore power, e. g. in Kiel and Hamburg. During their scheduled
dock periods, both ships, Mein Schiff 1 (in
FY 2023) and Mein Schiff 6 (in FY 2022), obtained a new silicone
coating to reduce resistance in the water so as to save fuel during the voyage.
In the period under review, the Company also successfully completed the first tests on the use of sustainable
biofuels, with both Hanseatic Inspiration and Mein Schiff 4 successfully operating on biofuel blends on some
voyages. The second-generation biofuel, which was bunkered for the first time, is purely plant-based and
mainly consists of cooking oil residues. This fuel is virtually free from sulphur oxides and in its pure form
offers a
CO
2
reduction of up to 90 % compared to fossil fuels.
Thanks to new exhaust gas treatment systems operated on all new vessels, the newbuilds in the Mein Schiff
fleet also significantly reduce their sulphur and nitrogen emissions. Use of these advanced emission purifi
cation
systems goes beyond regulatory requirements. They are, for instance, not only used in the designated emis
sion
control areas in the North and Baltic Seas, the English Channel and North America, but also in other regions
sailed by Mein Schiff such as the Mediterranean, the Orient, the Caribbean and Central America.
The Mein Schiff fleet is also setting another milestone for sustainable growth. Mein Schiff 7 is currently un
der
construction in the Meyer Turku shipyard in Finland. The focus is on compliance with high maritime environ-
mental standards by optimising the design in terms of energy efficiency and the use of modern technologies
to improve sustainability. The ship will feature equipment enabling her to run on green methanol in future.
She is scheduled for commissioning in 2024.
The expedition ships in the Hapag-Lloyd Cruises fleet exclusively use low-sulphur marine gas oil with a sul
phur
content of 0.1 %. This reduces sulphur emissions from these vessels by up to 80 % and particulate and soot
emissions by up to 30 % versus the use of heavy fuel oil. All Hapag-Lloyd Cruises ships have tributyltin-free
underwater coatings, on-board seawater desalination systems to make drinking water and biological sewage
treatment systems for wastewater. Waste is separated on board prior to disposal on land by specialised
companies in accordance with international regulations (
MARPOL).
In financial year 2023, relative
CO
2
emissions in the Cruises segment declined by around 24 %. This was due
to a significant increase in load factors, as the previous year’s figures were more strongly impacted by the
effects of the pandemic. The amount of waste per cruise passenger night decreased by around 23 % to 8 litres,
with freshwater consumption up by around 24 % to 46 litres. Our reporting covers all ships operating under
the Mein
Schiff, Hapag-Lloyd Cruises. Marella and TUI River Cruises brands.
89
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Cruises– Carbon intensity, fresh water and waste
2023 2022
Var. %
Carbon dioxide (CO
2
)– relative, kg / Cruise passenger night
101 132 – 23.7
Fresh water– relative, litre / Cruise passenger night 46 37 + 24.2
Total water– litre / Cruise passenger night 301 321 – 6.1
Waste– relative, litre / Cruise passenger night 8.2 10.6 – 22.9
ENVIRONMENTAL PROTECTION IN OUR HOTELS
Our hotels and hotel partners continue to focus on promoting the sustainability transformation across their
operations. Each hotel plays an important role in managing the impacts on the local community, the econo
my
and the environment. Emission reductions remain our key priority, and we have prepared comprehensive
roadmaps and defined targets for 2030 for our Hotels & Resorts segment. These targets have been validat
ed
by the
SBTi.
Our hotel portfolio is still growing and many of our hotels use green technology in order to improve their
sustainability performance. The generation of renewable energies from solar and wind power is a key ele
ment
of the emission reduction roadmaps for our hotels, alongside efficiency measures delivered through hotel
refurbishment and standard-setting for new buildings.
Sustainable construction is an important tool for saving energy and cutting carbon emissions from hotels. In
the financial year under review, the Hotels & Resorts segment published Green Building Guidelines for the
first time. They provide specific recommendations to our own hotels and to our hotel partners for their
construction and refurbishment projects. The Guidelines cover the key factors for reducing the ecological
footprint of construction and refurbishment projects and paring back water and energy consumption. They
also cover aspects such as monitoring systems, sustainability certifications and stakeholder communication.
The Guidelines were reviewed by external experts from the Fraunhofer
IAO Institute.
For more information on the topic, please refer to: TUI Green Building Guidelines (online version): https://mediacenter.tui-info.
com/onlinekataloge/index.php?catalog=tui_greenbuildingguideline_gj2023_f#page_1
Our TUI Global Hotel Awards 2023 placed a particular emphasis on sustainability. The award included cate
gories
reflecting TUI’s Sustainability Agenda. The winners in these categories are selected by an external commit
tee
based on pre-defined criteria. In 2023,
TUI also granted an award for sustainability innovation. Atlantica
Hotels & Resorts was recognised for introducing new, sustainable technologies. Examples of this commit
ment
can be found on the Greek island of Rhodes, where the hotel company has invested in the latest solar panel
technology, e-mobility for electric cars and a water desalination plant.
We continued to drive forward the use of photovoltaic systems in our hotels to promote sustainable power
generation. In cooperation with our joint venture partners RIU, Grupotel and Atlantica, 19 PV systems with
an
output of almost 3,500 kWp were installed in Greece, Spain and the Cape Verde Islands in financial year 2023.
Our hotels made further inroads towards a better ecological footprint in terms of emissions, water consump
tion
and waste production. This is the result of continual measures to improve our environmental performance
alongside higher customer numbers and occupancy levels as the pandemic subsided.
Hotels– Carbon intensity, fresh water and waste
2023 2022
Var. %
Carbon dioxide (CO
2
)– relative kg / guest night 12.4 13.8
1
– 9.8
Fresh water– litre / guest night 478 494 – 3.4
Water
2
– relative litre / guest night 617 652 – 5.3
Waste– relative kg / guest night
1.7 1.9 – 7.5
1
Previous year adjusted due to inclusion of refrigerant gases
2
Includes water for domestic, pool and irrigation purposes
CIRCULAR ECONOMY: REDUCE, REUSE, RECYCLE
One of our core Planet targets is to work towards a circular business model. The concept of a circular econ
omy
is about how we generate, use and recycle products and services. The goal is to keep resources and materi
als
in the loop for as long as possible and prevent waste from arising in the first place.
TUI has entered into Circular Economy Commitments focused on changing the way we operate and use
re
sources. These commitments involve all areas of our business model. TUI cooperates with suppliers in
order to capture relevant information about their sustainability performance so as to track and measure
progress. As part of our efforts to become a circular business, we joined the Sustainable Transformation
Group on Circular Economy, coordinated by the Antwerp Management School and part of the Ellen MacAr
thur
Foundation community.
In the reporting period, for example,
TUI’s cruise companies supported the circular economy and the careful
and sustainable use of resources. Examples include the refurbishment of the bar on board Mein Schiff 6,
where the focus was on sustainable design. The tables are made of 100 % recycled plastic or of the natural
material cork, and the carpeting is certified according to the Cradle-to-Cradle standard. Furniture no longer
used is donated to local aid organisations.
90
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Circular processes were also taken into account for the TUI Campus project, the redesigned corporate head-
quarters in Hanover: sustainable carpet tiles will reduce future material consumption, and much of the
furniture has been kept to avoid purchasing new items. Energy efficiency was an important factor in pur
chasing
new electrical equipment.
At
TUI, we have worked hard for many years to reduce plastic items in our business operations and identify
alternatives.
TUI Group is part of the Global Tourism Plastic Initiative and has signed up to the relevant
commitments. The implementation of the initiative is headed by the UN World Tourism Organisation (UNW
TO)
and the United Nations’ Environmental Programme (UNEP) in cooperation with the Ellen MacArthur Foun
dation
and is supported by an advisory council of which
TUI Group is a member. As part of these efforts, we are
committed to replacing all problematic and unnecessary plastic packaging by 2025 wherever possible.
PROTECTING BIODIVERSITY
We support the Nature Positive Vision for Travel and Tourism approach adopted by the World Travel & Tour
ism
Council (
WTTC), promoting nature conservation in order to halt and reverse biodiversity loss by 2030. We
invest in the protection and restoration of nature in the destinations. Apart from our existing focus on ani
mal
welfare in our supply chain, we intend to place further emphasis on biodiversity. To that end, we prepared a
first action plan in the period under review.
TUI audits its suppliers in accordance with animal welfare guidelines. We continue to carry out our checks,
which comply with the latest version of the
ABTA (Global Animal Welfare Guidance for Animals in Tourism)
guidelines. Wherever possible, we work with suppliers to implement improvements. A number of tenders
have, however, been removed from our programme as they did not meet the required standards.
Progress – Accelerate the transformation
CONTRIBUTION TO THE SDGS
By leveraging our scale, we aim to increase the positive social and environmental impact of the holiday
ex
periences we offer. We strive to be sustainability leaders in everything we do. Together with our partners
we will help shape the next-generation sustainable business model for the tourism industry. In this way, we
can enable our customers to make sustainable holiday choices at every stage of the customer journey. Our
goal for 2030 is to have 20 million customers per year choosing a Green & Fair hotel or excursion that meets
the strict criteria of the Global Sustainable Tourism Council.
DESTINATION CO-LAB
TUI Group, the TUI Care Foundation and the government of the Southern Aegean region have launched a
project called Destination Co-Lab Rhodes. Together with our partners are building the next-generation
sustainable business model for the tourism industry in Rhodes.
The project has three strategic pillars: ‘Regenerate the natural environment’, ‘Strengthen social develop
ment
and cultural heritage’ and ‘Foster inclusive economic development in the tourism business model’. The goal
of the Co-Lab is to collaborate with the local tourism industry and international partners in developing
spe
cific solutions and implementing them in Rhodes. Examples include the provision of 30 e-bikes and
20cargo bikes for short journeys by staff while looking after our customers. This cut the number of cars
used from over 100 to 60.
SUSTAINABLE RAIL TRAVEL
Following the positive experience gained in the Netherlands, TUI increasingly offers rail travel to provide
sustainable overnight trips to the holiday destinations. As a first step, the
TUI City Express was launched for
city connections to Prague in July2023, while the TUI Ski Express will connect the Netherlands and Germa
ny
with the skiing regions in Austria from December 2023.
PROMOTING CERTIFICATION
TUI promotes social and environmental standards through certification. We expect our hotels and hotel
partners to obtain sustainability certification from independent organisations.
1
This process involved a
third-party assessment to certify that the hotel complies with the criteria of the Global Sustainable Tourism
Council (GSTC) and hence engages in good social and environmental practice. The GSTC criteria are the estab-
lished global standard for sustainable tourism and cover four main aspects: effective sustainability plan
ning,
maximising social and economic benefits for local communities, valuing cultural heritage, and reducing neg
ative
impacts on the environment.
In financial year 2023, 10.5 m customers stayed in a contracted hotel
2
certified to a GSTC-recognised stand
ard,
compared with 7.9 m in 2022. The number of certified contracted hotels
3
rose by ca. 32 % year-on-year to
1,481. This increase was attributable to the fact that many of our key hotel partners have obtained sustain-
ability certificates to honour their long-standing commitment.
Sustainability also plays a key role in our holiday experiences. To assess sustainability, we were one of the
first tourism companies to start applying the
GSTC criteria to individual tours and activities within the TUI
Collection experiences in financial year 2022. In financial year 2022, 180
TUI Collection experiences were
certified according to these criteria. In financial year 2023, the process was extended to other excursion
categories such as National Geographic or Shorex. By the end of the financial year, a total of 1420 experienc
es
had been certified in accordance with the
GSTC criteria. We offer these tours under the “Green & Fair” label.
1
TUI requirement for hotel partners with hotels offering more than 80 rooms and a TUI occupancy rate above 10 %.
2
Number of hotels includes TUI Hotels & Resorts and hotels TUI Group has a contract with and that are certified to a Global Sustaina
ble
Tourism Council (GSTC) recognised standard. Methodology changes apply in FY 23 to align with TUI’s FY.
3
Number includes hotels TUI Group has a contract with, that are certified to a according to a GSTC-recognised standard and had a minimum
of 100 TUI guests in FY 2023. TUI Hotels & Resorts that do not have a contract with TUI Group are excluded from this figure.
91
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Progress performance
2023 2022
Var. %
Number of customers (millions) staying at hotels with certifications
1
10.5 7.9 + 33.0
Number of hotels with certifications
2
1,481 1,126 + 31.5
% of TUI Hotels & Resorts with certifications (variance in % points) 75 61 + 14
Number of certified TUI Collection excursions
3
1,420 180 + 688.9
1
Number of hotels includes TUI Hotels & Resorts and hotels TUI Group has a contract with and that are certified to a Global Sustaina
ble
Tourism Council (GSTC) recognised standard. Methodology changes apply in FY 23 to align with TUI’s FY.
2
Number includes hotels TUI Group has a contract with, that are certified to a according to a GSTC-recognised standard and had a minimum
of 100 TUI guests in FY 2023. TUI Hotels & Resorts that do not have a contract with TUI Group are excluded from this figure.
3
Certification in accordance with GSTC, process of certifying several excursion categories (e.g. TUI Collection, National Geographic) was
commenced in FY 2023.
INVOLVING PARTNERS
We created TUIPartners.com to support our many partners (hotels; tour, activity and transport providers) in
their transformation towards more sustainable tourism. It offers them information and guidance on current
issues such as sustainability, health and workplace safety. The sustainability section of the platform serves
in particular to share knowledge, experience and information on various matters, including successful sus
tain-
ability certification.
GREEN IT AWARD
In 2023, TUI launched new awards to recognise the sustainability commitment of its more than 2,000 IT
partners and suppliers. Three award winners convinced the jury with innovative approaches to carbon and
energy savings and the promotion of global sustainability goals through technological solutions. Technology
is an integral part of
TUI’s Sustainability Agenda.
MORE SUSTAINABLE CUSTOMER DECISIONS
Our goal is to enable customers to make more sustainable holiday choices. In addition to anchoring sustain-
ability in our brand essence and providing a marketing toolkit on sustainability for our companies, we have
created a label to identify more sustainable products. The Green & Fair label provides guidance on the
booking website to make it easier for our customers to select and book holidays certified to
GSTC criteria.
Our people
CONTRIBUTION TO THE SDGS
Our employees make a key contribution to TUI’s success. We aim to secure this success in the long run. In
the financial year under review, we focused on continuing our strategic initiatives as defined in our People
Strategy.
PEOPLE STRATEGY
The world of work is continuing to undergo structural change. We offer hybrid working models in order to
give our employees and future talents greater flexibility about where and when they work. One example
of our flexible, hybrid working models is the TUI Campus, which opened in the financial year. Around
2,800
employees from eight TUI companies have been working under one roof at the Hanover site since the
Campus was inaugurated. The offices have been redesigned and co-working spaces have been created.
Moreover, employees increasingly attach importance to diversity, a sense of belonging and greater wellbeing.
TUI responds to these expectations in order to acquire and retain talent in a highly competitive labour mar
ket
and provide a positive employee experience.
Against this backdrop, we have developed our People Strategy. Our vision is to be Digital, Engaging and
In
clusive.
Digital: We use digital tools to ease the workload for our employees, promote innovation and enhance
effi
ciency.
Engaging: We invest in the development of employees and empower our executives.
Inclusive: We acknowledge difference and bring global and local teams together.
In order to implement our strategy, we have adopted a mission defining our relevant areas of action. Our
goal is
to create a framework that empowers our employees to deliver their best performance and succeed
as one team.
92
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
SIMPLIFICATION, HARMONISATION, FOCUS
Our HR activities must be aligned to the principles of simplification, harmonisation and focus. Processes are
being harmonised, standardised and transparently communicated across the globe so as to create synergies
and avoid duplication.
We have also realigned our internal HR structure to match that principle. In addition to the existing HR Busi
ness
Partner and
HR Services structures, local teams were pooled in four global Centres of Expertise (CoEs)
in the
reporting period, established for the fields of Reward,
HR Systems & People Analytics, Talent Acqui
sition and
Talent Management & People Development. The goal of combining expertise in the cross-national CoEs is to
define and implement global processes and establish a uniform and standardised
IT landscape.
DIGITAL TRANSFORMATION
Our People Strategy centres on the harmonisation and digitalisation of our HR systems. We are continually
expanding our digital
HR solutions to facilitate data-based decision-making.
In the period under review, the implementation of our single
HR IT platform TUI People progressed further.
This far, the platform has been used to operate Recruiting, Learning, Talent Management, Reward and mas
ter
data administration. In the second quarter of the reporting period, the
HR core system was rolled out to the
TUI Musement segment. For Germany, the launch is scheduled for the beginning of the new financial year.
We also continued to introduce new functions in
TUI People and to expand our desktop assistant, which
offers our employees real-time step-by-step instructions for handling system functions.
Moreover, we rolled out the
TUI eSafe to several companies in Germany during financial year 2023. This is an
electronic safe for employees to which we send documents such as payroll slips, wage tax statements, etc.
in digital form. The current utilisation rate of the
TUI eSafe is around 91 %. Its successive global roll-out is
scheduled for the next few financial years.
So that we can measure our performance, we present relevant
HR metrics in dashboards and make them
available to the operational units. Areas monitored by us include the global use of
TUI WORKWIDE.
ENABLE GROWTH
In order to retain our employees and recruit new people in a challenging labour market, we have initiated a
range of measures to secure internal and external talent succession.
Our strategic focus includes succession planning and targeted career development. To ensure
TUI’s ability to
act at any time and secure the availability of human resources for business-relevant functions and key posi
tions,
succession planning and potential analysis are carried out on a regular basis. They extend to all members of
TUI’s Executive Board, all top management functions, executives and business-critical roles. Succession
planning takes account of short-, medium- and long-term changes and plays an essential role in the success
of the Company. In addition, succession planning reports are submitted to the Executive Board at regular
intervals.
In the completed financial year, we successfully introduced the first Group-wide Employer Value Proposition
(
EVP). The EVP describes TUI’s identity as an employer and sums up its key strengths and USPs. It offers us
a research-based framework to retain and win our current employees and future talents and has a positive
impact on perceptions of
TUI in the labour market. This is achieved via the employer branding measures
based on our
EVP, which puts people first. Our EVP “Let’s TUI it” was initially introduced in-house to inform
our employees about the relevance of the topic, promote employee retention and encourage people to
recommend TUI as an employer. Subsequently, a number of initiatives were launched drawing on photo
graphs
and video clips taken by employees to provide authentic insights into working at TUI. We initiated an Employ
er
Brand Ambassador programme, which forms the framework for all measures with which employees support
TUI’s employer branding. More than 200 employees have volunteered to take part.
People Strategy: areas of action
Positive
Employee
Experience
Diversity,
Equity &
Inclusion
Enable
Best
Performance
Simplification,
Harmonisation &
Focus
Digital
Transformation
Enable
Growth
93
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The campaign has created a high level of awareness in online channels. In the first few weeks after the
launch, we reached out to an estimated 2.39 m people on LinkedIn. Our Employer Branding campaign has
been nominated for various international awards and has already received a number of prizes in various
countries.
As in the prior year, our career sites recorded nearly 1.5 m visits in the period under review. The number of
job applications declined slightly from 295,000 to around 293,000.
POSITIVE EMPLOYEE EXPERIENCE
We want to create an environment where people like to work. With the launch of the TUI Way of Working, 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, offering flexibility for our employees. The core statement of that vision is: work is what we live and do,
not where we go.
TUI WORKWIDE is an innovative programme enabling people to work from abroad for up to 30 days per year.
In the financial year under review, around 1,260 employees participated in
TUI WORKWIDE with an average
stay of 8 days.
We continued updating the new Employee Listening strategy. Our goal is to listen to our employees regular
ly,
measuring their commitment and growing it in a sustained manner. The new
TUIgether+ survey methods will
facilitate a holistic approach to measuring and enhancing the employee experience. We focus on three different
survey types, each tailored to the specific needs of different groups of participants. Apart from global sur
veys
relating to engagement and other strategic topics, we 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.
Based on the survey results, executives receive feedback on a regular basis to help them plan measures
at
all levels.
At the end of August2023, we rolled out our new
TUIgether+ survey, again giving our employees the oppor-
tunity to provide feedback to their employer. The goal of the employee survey is to capture the sentiment
within
TUI Group and transform the survey results into measures. The survey was open until the end of the
period under review. It will be evaluated from the beginning of the new financial year.
DIVERSITY, EQUITY & INCLUSION
Our goal is to support and promote the wellbeing of our employees. We want them to feel accepted and
appreciated. This includes welcoming and leveraging diversity.
In the period under review, we developed our vision “Come as you are!”, defined the focus areas “People &
Culture”, “Leadership” and “Community” and agreed on specific measures to take.
People & Culture: Our goal is to recruit and promote the best talents worldwide in order to have a diverse
workforce.
Leadership: We create a work environment with trustworthy executives, where our employees are appreciated
and empowered to deliver their top performance.
Community: We enter into global and external partnerships enabling us to be perceived as a diverse and
inclusive brand, promoting diversity and inclusion beyond
TUI.
We have forged additional external partnerships, like the one with Code Girls First. This collaboration aims
to enhance the appeal of data science for female and diverse professionals. We also promote the diversity
of internal networks with different interests, such as LGBTQI+ and Religion, within the framework of Diver
sity,
Equity & Inclusion.
Diversity-related content has been shared on TUI’s Intranet, in the TUI Learning Lounge and in our leader
ship
programmes. Throughout the year, we also took part in various key events and special dates such as
Inter
national Women’s Day and Pride Month.
In aviation our vision “Come as you are!” was the springboard for a new Uniform Policy, allowing our employ
ees
more flexibility in their choice of look and clothing.
With
TUI’s Global Employment Statement and as a signatory to the UN Global Compact, we have made clear
commitments: 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.
94
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
In financial year 2023 we monitored a number of diversity-related indicators. The proportion of women in
the overall headcount matched the prior year’s level at around 56 %. The proportion of women in manage-
rial functions increased year-on-year by four percentage points. The proportion of women on the Senior
Leadership Team remained constant.
Proportion of women in managerial positions
in % 30 Sep 2023 30 Sep 2022 Target 2023
TUIAG
Supervisory Board 45 45 30
Executive Board 1 woman 1 woman at least
1 woman
First management level below Executive Board 14 21 25
Second management level below Executive Board 30 24 30
TUI Deutschland
Supervisory Board 42 33 30
Executive Board 33 33 25
First management level below Executive Board 39 35 30
Second management level below Executive Board 41 43 40
TUI fly
Supervisory Board 42 25 30
Executive Board 0 0 20
First management level below Executive Board 0 0 30
Second management level below Executive Board 38 41 40
For Germany (TUIAG, TUI Deutschland, TUI fly), targets covering the period to 2023 had been fixed in finan
cial
year 2020 under a voluntary commitment adopted in accordance with the statutory provisions of the
Ger
man Stock Corporation Act (AktG) and the German Limited Liability Companies Act (GmbHG). TUI
Deutschland GmbH achieved all its targets for 2023.
TUIAG met three of the four targets it had set itself and
managed to increase the proportion of women in the second tier of management by six percentage points.
TUI fly did not achieve all of the targets set.
The new targets 2026 will be set by the relevant committees in autumn 2023.
See declaration in the Corporate Governance Report on page 130.
29
2929
17
40
35
30
25
20
15
TUI Group Proportion of Women in Leadership 2019 – 2023 in%
Proportion of Women in Management Senior Leadership Team Executive Board
2023202220212019 2020
27
27
26
28
2017
33
36
33
29
33
95
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
13,839
(
12,731
)
OTHER
EUROPE
7,154
(
7,060
)
10,386
(
9,826
)
SPAIN
NORTH AND
SOUTH AMERICA
6,112
(
4,759
)
16,251
(
16,252
)
OTHER
REGIONS
11,671
(
10,463
)
GREAT BRITAIN
GERMANY
Personnel by region
*
(
30 SEPTEMBER 2023
)
TUIGROUP
65,413
(
61,091
)
* By domicile of company
In brackets: previous year
Age structure
(
30 SEPTEMBER 2023
)
in %
26 (27)
21 – 30 years
20 (18)
more than 50 years
23 (22)
41 – 50 years
5 (7)
up to 20 years
26 (26)
31 – 40 years
TUIGroup
In brackets: previous year
%
Average company affiliation
(
30 SEPTEMBER 2023
)
in %
58 (60)
up to 5 years
9 (9)
21 – 30 years
13 (12)
6 – 10 years
3 (3)
more than 30 years
17 (16)
11 – 20 years
TUIGroup
In brackets: previous year
%
96
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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.
In the financial year under review, we revised our feedback and target agreement process Great Place to
Grow, placing the focus on continuous development targets and extended feedback. Four target categories
were defined: Transformation; Growth, Profitability & Cash Generation; Employee & Customer Engagement;
ESG / Sustainability. Great Place to Grow ensures regular dialogue between executives and employees to
discuss development targets and performance.
Depending on their development targets, our employees can choose from a broad range of development and
learning formats. Overall, the active users of our learning platform
TUI People completed, similar to prior
year, an average of more than two hours of training per month in financial year 2023. We also offered a range
of programmes in the
TUI Learning Lounge, such as the Sustainability Academy.
Our program for:ward focuses on further training in the
IT sector and was continued in financial year 2023
with a third cohort. A total of 23 employees participated in this cohort.
Our executives have access to various development programmes. How2 is our global four-month programme
conveying key leadership fundamentals to new executives starting their leadership role. In financial year
2023, 373 employees from across
TUI Group completed the programme. The number of participants last
year was 194. We also resumed our leadership programmes Horizons and Perspectives after they had been
suspended due to the pandemic. A total of 46 executives were selected to take part – 20 participants for the
Horizons programme and 26 for Perspectives. The focus was on leadership skills for global teams as well as
strategy communication and implementation.
Our International Graduate Programme was reactivated after the end of the pandemic in financial year 2023.
The two-year programme familiarises participants with commercial and head office functions within
TUI.
OUTLOOK
Our People Strategy is our targeted, strategic approach to promoting strong leadership and supporting the
development of our employees. We consistently pursue the strategy of a Group-wide core
HR system. To
facilitate data-based decision-making, we are continually expanding and harmonising our digital systems. A
key focus is on Diversity, Equity & Inclusion (DEI) and the launch and implementation of a global DEI strate
gy,
covering many different aspects of diversity.
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 local works councils at company level.
In the period under review, many topics were jointly updated, continued or initiated in constructive talks. The
focus was on the revision of the feedback and target agreement process Great Place to Grow, the introduc
tion
of
TUIgether+ and our digitalisation projects, including the implementation of our single core HR system in
TUI People.
At the European level, the TUI Europe Forum as an information and consultation body represents the inter
ests
of employees working in companies outside Germany and thus plays an important role as a facilitator and
integrator in the European framework. With the joint revision of the basic agreement about the composition,
tasks and rights of the
TUI Europe Forum, TUI’s Executive Board has endorsed the effective involvement of
European employees to ensure that harmonisation and transformation programmes within the Group are
effected on the basis of socially acceptable solutions.
Employment structure
(
30SEPTEMBER2023
)
MaleFemale
56 % (56 %) 44 % (44 %)
Males in managerial
positions
Females in managerial
positions
33 % (29 %) 67 % (71 %)
In full-timeIn part-time
16 % (16 %) 84 % (84 %)
Permanent contract
Fixed-term & seasonal
employment contract
In brackets: previous year
65,413 (61,091)
Employees
32 % (35 %) 68 % (65 %)
97
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
EMPLOYEE HEALTH
TUI promotes the physical and mental health of all employees. The Group-wide body of health officers
regularly deals with best practices, ongoing projects and the plans presented to it for health-promoting
ac
tivities. Against the backdrop of global challenges, especially in relation to mental health, an even stronger
focus will be placed in future on aligning activities to common targets and establishing stringent processes.
In the course of the year, health-promoting activities and presentations were offered across the Group.
While some of the offerings, such as the company sports programmes in Germany, were resumed
post-
COVID-19, digital alternatives continue to complement the range of activities on offer.
EMPLOYEE INDICATORS
As at 30September2023, staff numbers had increased by 7.1 % to 65,413. The expansion of business
oper
ations following the COVID-19 pandemic resulted in a significant increase in overall staff numbers. Due
to the re-segmentation of Future Markets from All other segments to the segments Central Region and
TUI
Musement in financial year 2023, previous year’s figures have been adjusted.
Personnel by segment
30 Sep 2023 30 Sep 2022
adjusted
Var. %
Hotels & Resorts 28,621 27,234 + 5.1
Cruises
*
73 72 + 1.4
TUI Musement 10,484 9,061 + 15.7
Holiday Experiences 39,178 36,367 + 7.7
Northern Region 11,031 10,423 + 5.8
Central Region 7,266 7,120 + 2.1
Western Region 5,519 5,141 + 7.4
Markets & Airlines 23,816 22,684 + 5.0
All other segments
2,419 2,040 + 18.6
TUI Group 65,413 61,091 + 7.1
* Excludes TUI Cruises (JV) employees. Cruises employees are primarily hired by external crew management agencies.
HOTELS & RESORTS
Due to an increase in business operations at Hotels & Resorts, the headcount grew by a total of 5.1 % from
27,234 to 28,621. Robinson recorded a 2.7 % increase in staff numbers from 5,141 to 5,278. The headcount
numbers reported by
TUI Blue remained basically flat year-on-year. Riu recorded a growth in staff numbers
by 11.9 % from 12,691 to 14,195, driven by an increase in occupancy. Northern Hotels reported a slight de
crease
in the headcount.
CRUISES
The headcount in the Cruises segment increased slightly year-on-year by 1.4 % to 73.
TUI MUSEMENT
In financial year 2023, the headcount in TUI Musement rose by 15.7 % from 9,061 to 10,484. The increase was
driven by the growing business in destinations such as Spain, Greece, and North and South America.
NORTHERN REGION
Northern Region recorded a year-on-year headcount increase of 5.8 % from 10,423 to 11,031. In the UK, s t a ff
numbers in the Retail, Tour Operator and Airline sectors rose by 5.6 % year-on-year from 9,666 to 10,207. In
the Nordics, staff numbers in Tour Operator and Airline grew by a total of 8.9 % from 757 to 824.
CENTRAL REGION
In Central Region, the headcount grew by 2.1 % year-on-year from 7,120 to 7,266. In Germany, staff numbers
were more or less flat year-on-year at 5,521. In Austria, staff numbers rose slightly by 7.3 % from 464 to 498.
In Switzerland, the headcount increased slightly by 1.9 % from 366 to 373. In Poland, the headcount grew by
13.2 % from 720 to 815. Future Markets recorded a decline in its headcount.
WESTERN REGION
The headcount in Western Region increase by 7.4 % year-on-year from 5,141 to 5,519. This was driven by
higher staff numbers in the Retail and Tour Operator sectors in Belgium and the Netherlands. The number
of employees in the Airline sector in the Netherlands rose by 10.9 % from 750 to 832. In France, staff num
bers
grew by 17.6 % from 636 to 748.
ALL OTHER SEGMENTS
Overall staff numbers rose by 18.6 % year-on-year from 2,040 to 2,419. The number of employees working
for Head Office functions increased by 18.7 % from 1,079 to 1,281, including 262 employees working for
TUIAG. The headcount in IT rose by 18.4 % year-on-year from 961 to 1,138.
98
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Personnel costs
€ million 2023 2022 Var. %
Wages and salaries 1,954.6 1,732.3 + 12.8
Social security contributions 294.9 300.4 – 1.8
Pension costs 108.8 109.2 – 0.4
Total 2,358.3 2,141.9 + 10.1
In the period under review, TUI Group’s personnel costs increased from € 2.1 bn to € 2.4 bn year-on-year. The
year-on-year increase in wages and salaries and social security contributions in financial year 2023 mainly
results from the 11.4 % growth in average staff numbers.
For further details, please refer to page 212.
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,
honouring individual performance and promoting the sustainable participation of employees in the Compa
ny’s
long-term targets. In addition, the Senior Leadership Team can participate in a long-term share-based
com
pensation 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 insur
ance,
in some cases beyond the statutory minimum required. In Germany, collective contracts have been conclud
ed
with an insurance undertaking in order to meet the legal entitlement to deferred compensation.
Customer experience, security & safety and crisis management
*
We place our guests and their individual wishes and needs at the center 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 support of our employees, which our guests experience
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.
S A F E T Y
Throughout this financial year, Group Safety & Risk have continued to oversee and deliver our safety man
age-
ment programme, supporting the Group’s businesses with a resumption to normal operations after the
COVID 19-pandemic and the delivery of strategic growth plans.
The Safety & Risk team’s focus is on the principal safety risks associated with accommodation, transfers,
excursions, activities and tours supporting our tour operators in the source markets,
TUI Musement and TUI
Hotels & Resorts.
In addition to the continuous monitoring approach of key risk areas taken in
TUI Hotels & Resorts, TUI have
conducted multiple safety assessments across our third-party providers using a multi-layered assessment
approach.
The continued development of our data-led, risk-based approach to Safety Risk Management with third
party hoteliers is increasing our operational efficiency and enabling an improved approach to safety risk
management. This approach includes the use of data sharing portals, in partnership with several technical
safety specialist providers conducting safety monitoring / management programs with hoteliers globally.
Group Safety & Risk continues to support the strategic direction of the business and ensuring that TUI
re
mains a brand that can be trusted.
* As part of social matters
99
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
SECURITY
Following the review of security activities in 2022, recruitment of a new Head of Global Security lead and
Intelligence lead was completed in February2023. Since March2023 the function has worked to complete a
discovery phase, reviewing the whole security operation. This culminated with the creation of a new six pillar
strategy that not only is completely in accord with
TUI Safety, but also reflects TUI today and its risk based
approach to
SHS services and engagement.
This new strategy will be delivered in two stages over three years, the first 18 months will be the creation of,
or amendment to manuals, policies and guidelines related to our security specialisms. All infrastructure will
be made available to all via TUI partners and we will seek ISO9001 accreditation to officially cement our
ex
pertise. Strategic delivery is via a cyclical security system and this approach has been presented to various
elements of the business during operational activities and presentations.
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 take place on a weekly or monthly basis, depending on the
area, and are established to share strategic and operational topics including best practice. Data is aggregat
ed
and analysed, the frame works ascertain when guests and / or employees are affected and what support or
actions at what moment is need.
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 our businesses or together as a group when needed.
Anti-corruption and anti-bribery
Details of TUI Group’s anti-corruption and anti-bribery measures are presented in the Corporate Governance section on Integ-
rity & Compliance from page 154 in this Report.
Disclosures under the EU Taxonomy Regulation (EU) 2020 / 852
Pursuant to Article 8 of the Regulation (EU) 2020 / 852 of 18June2020 on the Establishment of a Framework
to Facilitate Sustainable Investment, TUIAG is publishing its report in accordance with the Taxonomy Regu
lation.
Compared with 2022, an extended reporting obligation applies for financial year 2023. Undertakings have to
disclose information on the proportion of turnover, capital expenditure and operating expenditure as de
fined
in the
EU Regulation that is associated with economic activities described in EU Regulations and Delegated
Acts and hence taxonomy-eligible. In addition, undertakings have to disclose information on the degree to
which these
KPIs qualify as environmentally sustainable or taxonomy-aligned under Articles 3 and 9 of the
Taxonomy Regulation.
Environmental sustainability is analysed on the basis of technical screening criteria for the following six
en
vironmental objectives:
• Climate change mitigation,
• Climate change adaptation,
• The sustainable use and protection of water and marine resources,
• The transition to a circular economy,
• Pollution prevention and control,
• The protection and restoration of biodiversity and ecosystems.
An economic activity qualifies as environmentally sustainable or taxonomy-aligned if it demonstrably makes
a substantial contribution to one of the six environmental objectives while doing no significant harm to any
of the remaining environmental objectives. The economic activity also has to meet minimum standards on
human rights as well as social and labour standards, anti-corruption, fair competition and taxation.
The regulations on the
EU Taxonomy are still under development. TUI has a financial year which ends at
30September. Accordingly, for financial year 2023, economic activities defined by regulations only related to
the environmental objectives of climate change mitigation and climate change adaptation. As of 1January2024,
additional economic activities will also be defined for other environmental objectives. Furthermore, technical
screening criteria for economic activities already defined will be adjusted. These regulations did not apply in
financial year 2023. Due to the larger number of defined economic activities, generally taxonomy-eligible
revenue, capital expenditure and operating expenditure are expected to increase from financial year 2024.
Moreover, some of the terms and definitions used in the
EU Taxonomy regulations are still unclear in terms
of their meaning and interpretation. To clarify these terms, the
EU regularly publishes statements (FAQs).
Due to this unclarity and the changes in regulations, TUI faces the risk of facing a different future interpre
tation
of these indicators and having to change its reporting accordingly. In its reporting as at 30September2023,
TUI reflects the status of the FAQs as at 20October2023.
100
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
DETERMINATION OF GENERALLY TAXONOMY-ELIGIBLE ECONOMIC ACTIVITIES
As a first step, TUI analysed its economic activities, taking into account both activities generating external
turnover and activities serving the Company’s own needs. TUI’s main activities, flight operation and the
de
livery of accommodation services in hotels, are not currently listed in the EU Taxonomy. Therefore, only a
small portion of the indicators mentioned above related to taxonomy-eligible activities in the period under
review.
TUI does not report any economic activities serving the environmental objective of climate change
adaptation.
The second step was to determine indicators relating to these economic activities. Where an indicator relates
to several activities at once, it was broken down based on appropriated indicator, usually based on the direct
costs incurred for the activity in question. The reported numbers only include the turnover, capital expend
iture
and operating expenditure of companies fully included in the consolidated financial statements.
CHECKING TECHNICAL SCREENING CRITERIA
Compliance with the relevant technical screening criteria is determined on the basis of queries to the respec
tive
Group companies or by means of a screening based on higher-level processes and within the framework of
national or
EU regulations. Where it was not possible to check compliance with technical screening criteria
for lack of data or evidence and the economic activity concerned is not material for
TUI, no screening was
carried out and the economic activity was classified as non-compliant with the taxonomy according to the
Comission Notice C / 2023 / 305 dated 20 October 2023 No. 13. The results are described in the following
sections on revenue, capital expenditure and operating expenditure.
CHECKING MINIMUM PROTECTION CRITERIA
TUI ensures compliance with the minimum protection criteria through Group-wide policies, training pro-
grammes, codes of conduct and risk management systems, which also cover our suppliers and the impact of
the services we provide. With regard to compliance with human rights, we refer to the Non-Financial Group
Declaration. Regarding anti-corruption and fair competition, we refer to the Corporate Governance Report.
TUI has also implemented a tax strategy aiming to ensure taxation in line with our business, preventing
aggressive or artificial tax planning, ensuring cooperation with local tax authorities and centrally managing
and
reviewing tax risks. In this context, please refer to the publication of our tax strategy at Our Tax Strategy and
Governance (tuigroup.com). At the reporting date, no relevant litigation was pending in this context.
REVENUE
Total revenue is the revenue determined in accordance with international accounting standards and carried
as revenue in the Notes. In the
TUI Musement segment, customer transport in the destination, e. g. in the
framework of excursions or transfers from the airport to the hotel, was allocated to economic activity 6.3
“Urban and suburban transport, road passenger transport”. The revenue numbers were taken from our in
ternal
reporting system. Where this revenue also related to other economic activities, e. g. in the case of excursions
involving not only transport but also guided tours, it was allocated on the basis of direct costs of the respec
tive
economic activity. Revenue from coach transport services provided by third parties is only recognised if this
revenue meets the definitions of international accounting standards and if
TUI controls the underlying pro-
cesses. The revenue generated in the Cruises segment is allocated to economic activity 6.11 “Sea and coast
al
passenger water transport”. Revenue in the Northern Region segment includes revenue from economic
ac
tivity 6.7 “Inland passenger water transport”. The revenue is regularly generated from sales of package
tours consisting, for example, of a flight, transport to the destination and overnight accommodation on a
ship. For the purposes of the
EU Taxonomy, these revenues are broken down in line with the direct costs of
the respective economic activity so as to determine the revenue attributable to passenger transport by ship.
As
TUI’s key economic activities currently do not fall under the EU Taxonomy, taxonomy-eligible revenue
only accounts for 3.0 % (previous year 2.0 %) of total revenue. In addition, technical screening criteria relate
partially to regulations exclusively applicable in the EU or to ship newbuilds so that taxonomy-aligned reve
nues
could not be identified.
CAPITAL EXPENDITURE
Capital expenditure summarises the additions to the relevant assets mentioned in the Notes in the sections
“Goodwill”, “Other intangible assets”, “Property, plant and equipment” and “Rights of use”. In financial year
2023, there were no additions from mergers.
Total capital expenditure of € 974.8 m is broken down as follows for financial year 2023:
Other intangible assets € 180.9 m
Property, plant and equipment € 483.3 m
Right of use assets € 310.6 m
As a rule, capital expenditure is allocated to individual economic activities on the basis of our internal project
controlling. Alongside the economic activities already mentioned in the Revenue section, capital expenditure
are particularly attributable to economic activities in connection with the construction and renovation of
buildings in the Hotels & Resorts segment, as well as the installation of renewable energy technologies.
Overall, taxonomy-eligible capital expenditure accounts for 44.7 % (previous year 31.0 %) of total capital
expenditure. The increase year on year is mainly related to the addition of one cruise ship. Due to the lack
of well-founded threshold values for hotels and administrative buildings and unclear transferability of tech-
nical screening criteria based on
EU regulations to non-EU countries, taxonomy-aligned capital expenditure
accounts for a very low proportion at under 1 %.
OPERATING EXPENDITURE
TUI’s operating expenditure includes building renovation measures, short-term lease, maintenance and re
pair,
and any other direct expenditures relating to the day-to-day servicing of assets of property, plant and
equipment, other intangible assets and right of use assets. Where necessary, operating expenditure is
allocat
ed to an economic activity on a cost basis. The review of the taxonomy eligibility and alignment of
operating expenditure follows the review of the respective property, plant and equipment, other intangible
assets or right-of-use assets to which they can be allocated. Taxonomy-eligible operating expenditure thus
accounts for 25.1 % (previous year 25.0 %) of total operating expenditure.
101
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Revenue 2023
Substantial conribution criteria DNSH (‘Does not significant harm’)
Portion of taxonomy-
aligned or taxonomy-
eligible turnover, 2022
(14)
in %
Category (enabling
activity) (15)
Yes / No
Category (transitional
activity) (16)
Yes / No
Economic activities (1)
Code (2)
Revenue (3)
in € million
Proportion of
revenue 2023 (4)
in %
Climate change
mitigation (5)
in %
Climate change
adaption (6)
in %
Climate change
mitigation (7)
Yes / No
Climate change
adaption (8)
Yes / No
Water and marine
resources (9)
Yes / No
Circular
economy (10)
Yes / No
Pollution (11)
Yes / No
Biodiversity and
ecosystems (12)
Yes / No
Minimum
safeguards (13)
Yes / No
A. Taxonomy-eligible activities
A.1. Environmentally sustainable activities
(taxonomy-aligned)
Revenues environmentally sustainable activities
(taxonomy-aligned) (A.1)
0.0 0.0 0.0 0.0 N / A N / A N / A N / A N / A N / A N / A N / A
Thereof enabling activities 0.0 0.0 0.0 0.0 N / A N / A N / A N / A N / A N / A N / A N / A N / A
Thereof transitional activities 0.0 0.0 0.0 N / A N / A N / A N / A N / A N / A N / A N / A N / A
A.2. Taxonomy-eligible but not environmentally
sustainable activities (not taxonomy-aligned)
Urban and suburban transport, road passenger
transport
CCM 6.3 123.8 0.6
Inland passenger water transport CCM 6.7 26.2 0.1
Sea and coastal passenger water transport CCM 6.11 477.8 2.3
Revenues taxonomy-eligible but not environmentally
sustainable activities (non-taxonomy-aligned
activities) (A.2)
627.8 3.0 3.0 0.0 2.0
A. Revenues of taxonomy-eligible activities (A.1+A.2) 627.8 3.0 3.0 0.0 2.0
B. Taxonomy-non-eligible activities
Revenue from taxonomy-non-eligible activities 20,038.1 97.0
Total 20,665.9 100.0
102
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Capital Expenditure (CapEx) 2023
Substantial conribution criteria DNSH (‘Does not significantly harm’)
Portion of taxonomy-
aligned or taxonomy-
eligible CapEx, 2022 (14)
in %
Category (enabling
activity) (15)
Yes / No
Category (transitional
activity) (16)
Yes / No
Economic activities (1)
Code (2)
CapEx (3)
in € million
Proportion of
CapEx (4)
in %
Climate change
mitigation (5)
in %
Climate change
adaption (6)
in %
Climate change
mitigation (7)
Yes / No
Climate change
adaption (8)
Yes / No
Water and marine
resources (9)
Yes / No
Circular
economy (10)
Yes / No
Pollution (11)
Yes / No
Biodiversity and
ecosystems (12)
Yes / No
Minimum
safeguards (13)
Yes / No
A. Taxonomy-eligible activities
A.1. Environmentally sustainable activities
(taxonomy-aligned)
Installation, maintenance and repair of renewable
energy technologies
CCM 7.6 2.2 0.2 100 – Ye s Ye s N / A N / A N / A N / A Ye s N / A E
CapEx environmentally sustainable activities
( taxonomy-aligned) (A.1)
2.2 0.2 0.0 0.0 N / A N / A N / A N / A N / A N / A N / A N / A
Thereof enabling activities 2.2 0.2 0.0 0.0 N / A N / A N / A N / A N / A N / A N / A N / A E
Thereof transitional activities 0.0 0.0 0.0 N / A N / A N / A N / A N / A N / A N / A N / A
A.2. Taxonomy-eligible but not environmentally
sustainable activities (not taxonomy-aligned)
Urban and suburban transport, road passenger
transport
CCM 6.3 7.1 0.7
Sea and coastal passenger water transport CCM 6.11 226.5 23.2
Construction of new buildings CCM 7.1 62.3 6.4
Renovation of existing buildings CCM 7.2 136.4 14.0
Installation, maintenance and repair of renewable
energy technologies
CCM 7.6 1.3 0.1
CapEx taxonomy-eligible but not environmentally
sustainable activities (non-taxonomy-aligned
activities) (A.2)
433.6 44.5 100 – 31.0
A. CapEx taxonomy-eligible activities (A.1+A.2) 435.8 44.7 100 – 31.0
B. Taxonomy-non-eligible activities
Capital expenditures on taxonomy-non-eligible activities 539.1 55.3
Total 974.9 100.0
103
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Operating expenditures (OpEx) 2023
Substantial conribution criteria DNSH (‘Does not significantly harm’)
Portion of taxonomy-
aligned or taxonomy-
eligible OpEx, 2022 (14)
in %
Category (enabling
activity) (15)
Yes / No
Category (transitional
activity) (16)
Yes / No
Economic activities (1)
Code (2)
OpEx (3)
in € million
Proportion of
OpEx (4)
in %
Climate change
mitigation (5)
in %
Climate change
adaption (6)
in %
Climate change
mitigation (7)
Yes / No
Climate change
adaption (8)
Yes / No
Water and marine
resources (9)
Yes / No
Circular
economy (10)
Yes / No
Pollution (11)
Yes / No
Biodiversity and
ecosystems (12)
Yes / No
Minimum
safeguards (13)
Yes / No
A. Taxonomy-eligible activities
A.1. Environmentally sustainable activities
(taxonomy-aligned)
OpEx environmentally sustainable activities
(taxonomy-aligned) (A.1)
0.0 0.0 0.0 0.0 N / A N / A N / A N / A N / A N / A N / A N / A
Thereof enabling activities 0.0 0.0 0.0 0.0 N / A N / A N / A N / A N / A N / A N / A N / A
Thereof transitional activities 0.0 0.0 0.0 N / A N / A N / A N / A N / A N / A N / A N / A
A.2. Taxonomy-eligible but not environmentally
sustainable activities (not taxonomy-aligned)
Urban and suburban transport, road passenger
transport
CCM 6.3 11.2 1.6
Sea and coastal passenger water transport CCM 6.11 48.1 6.9
Renovation of existing buildings CCM 7.2 110.7 16.0
Data processing, hosting and related activities CCM 8.1 4.0 0.6
OpEx taxonomy-eligible but not environmentally
sustainable activities (non-taxonomy-aligned
activities) (A.2)
174.0 25.1 25.0
A. OpEx taxonomy-eligible activities (A.1+A.2) 174.0 25.1 25.0
B. Taxonomy-non-eligible activities
Operating expenditures for taxonomy-non-eligible
activities
518.1 74.9
Total 692.1 100.0
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 German Unternehmensregister (www.unternehmensregister.de). The annual financial statements have
been made permanently available on the Internet at www.tuigroup.com.
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 2023 2022 Var. %
Revenue 158.4 89.8 + 76.4
Other operating income 411.9 491.7 – 16.2
Cost of materials 14.5 16.4 – 11.6
Personnel costs 53.4 57.5 – 7.1
Depreciation 1.4 1.6 – 12.5
Other operating expenses 228.7 332.6 – 31.2
Net income from investments – 13.5 – 205.2 + 93.4
Write-downs of investments 444.5 380.0 + 17.0
Net interest – 327.3 – 121.1 – 170.3
Income taxes (expense (+), income (–)) 2.7 – 3.8 n. a.
Loss after taxes – 515.7 – 529.1 + 2.5
Other taxes 1.9 1.8 + 5.6
Net result for the year – 517.6 – 530.9 + 2.5
The earnings position of TUIAG, the Group’s parent company, is primarily determined by the appropriation
of profits from 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 by the measurement
of financial investments and the funding of
TUI Group.
REVENUE AND OTHER OPERATING INCOME
The increase in revenue in financial year 2023 resulted mainly from a higher income from licence fees with
subsidiaries. Other operating income in the period under review was characterised in particular by the re
versal
of impairments on receivables and income from intra-Group cost transfers. This income was offset by ex
penses
for intercompany charging of service costs to
TUIAG, carried in Other operating expenses. The year-on-year
decline in Other operating expenses was partly driven by lower income from the reversal of provisions and
significantly lower income from write-ups on investments and lower income from exchange gains. On the
other hand, expenses were incurred for exchange losses, carried in Other operating expenses.
EXPENSES
The year-on-year decrease in personnel costs resulted essentially from lower pension expenses due to low
er
transfers to pension provisions. An opposite effect was driven by lower expenses for the formation of
per
sonnel provisions for Executive Board members.
Other operating expenses comprised in particular expenses for exchange losses, the cost of financial and
monetary transactions, fees, charges, capital procurements costs, services, transfers to impairments, other
administrative costs as well as expenses for intra-Group cost transfers. While there was a decline in expens
es
for exchange losses and a considerable fall in impairments on receivables, expenses for intra-Group cost
transfers rose. Overall, this resulted in a substantial decline in Other operat
ing expenses.
NET INCOME FROM INVESTMENTS
The year-on-year increase in net income from investments was driven by a decline in expenses for loss
transfers
and a significant increase in income from profit transfers. The positive development was also attributable to
an increase in dividend income from investments. The loss transfers were mainly related to Leibniz-Service
GmbH. The income from profit transfers generated in financial year 2023 resulted primarily from companies
allocated to Central Operations.
WRITE-DOWNS OF INVESTMENTS
In the period under review, write-downs of investments were mainly related to Tour Operator subsidiaries.
In
particular due to the inclusion of climate-related costs in the valuation, write-downs were significantly
high
er than in 2022.
104
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
INTEREST RESULT
In financial year 2023, the movement in the interest result mainly reflected expenses incurred in connection
with the redemption of Silent Participation I and the repayment of the remaining warrant bond issued to the
Economic Stabilisation Fund (
ESF).
TAXES
Income taxes and expenses for other taxes mainly resulted from the regular reassessment of tax provisions.
Expenses for income taxes also rose due to expenses for withholding taxes on dividend payments from
subsidiaries. Income taxes did not include any deferred taxes.
NET RESULT FOR THE YEAR
For financial year 2023, TUIAG posted a net result of € – 517.6 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 2023, the balance sheet total increased slightly year-on-year to
€ 10,144.4 m.
Abbreviated balance sheet of TUIAG (financial statement according to German Commercial Code)
€ million 30 Sep 2023 30 Sep 2022 Var. %
Intangible assets / property, plant and equipment 17.6 4.6 + 282.6
Investments 7,824.3 7,753.6 + 0.9
Fixed assets 7,841.9 7,758.2 + 1.1
Receivables 1,981.8 1,781.1 + 11.3
Marketable Securities 0.3 – n. a.
Cash and cash equivalents 319.4 473.0 – 32.5
Current assets 2,301.5 2,254.1 + 2.1
Prepaid expenses 1.0 9.8 – 89.8
Total A ssets 10,144.4 10,022.1 + 1.2
Equity 5,298.6 4,044.3 + 31.0
Special non-taxed items – – –
Provisions 307.9 323.3 – 4.8
Bonds 589.6 648.3 – 9.1
Other liabilities 3,948.3 5,006.2 – 21.1
Liabilities 4,537.9 5,654.5 – 19.7
Total Liabilities 10,144.4 10,022.1 + 1.2
FIXED ASSETS
At the balance sheet date, fixed assets almost exclusively consisted of investments. The movement in finan
cial
assets was affected by the capital increases carried out in subsidiaries and, in particular, by unscheduled
write-downs, which more than offset the capital increases effected in the period under review. The write-
downs
mainly related to shares in Group companies in tour operation. Due to the issuance of new non-current loans
and write-ups of shares in Group companies and participations, in particular in Hotels & Resorts, fixed assets
rose slightly overall year-on-year in the completed financial year.
CURRENT ASSETS
The moderate rise in current assets of 2.1 % to € 2,301.5 m was driven by an increase in receivables, which
more than offset the decrease in cash and cash equivalents. The increase in receivables was primarily attrib
ut-
able to the development of claims and obligations from profit and loss transfer agreements as well as the
short- and medium-term financing of Group companies. The rise in receivables and corresponding fall in
cash and cash equivalents was also driven by a further cash deposit for the regulatory hedging of customer
deposits for package tours.
TUIAG’s capital structure
EQUITY
TUIAG’s equity increase by 31.0 % to € 5,298.6
m
. This was primarily driven by the capital increase car
ried out
in April of the financial year under review.
The loss for the year totalled € – 517.6 m. Including a loss carried forward of € – 831.5 m, net loss totalled
€ – 1,349.1 m. The equity ratio rose to 52.2 % in the financial year under review (previous year 40.4 %).
PROVISIONS
Provisions decreased by € 15.4 m to € 307.9 m. They consisted of pension provisions worth € 160.8 m (previ
ous
year € 164.0 m), tax provisions worth € 25.1 m (previous year € 30.1 m), and other provisions worth € 122.0 m
(previous year € 129.2 m).
In financial year 2023, the decline in pension provisions was primarily attributable to a change in parameters.
Other provisions declined, in particular due to the reversal of provisions for investment hedges. Moreover,
use was made of the provision formed in connection with the early redemption of Silent Participation
II. An
opposite effect was driven by the slight increase in personnel provision.
105
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
LIABILITIES
As at 30September2023, TUIAG’s liabilities totalled € 4,537.9 m, a decline of € 1,116.6 m or 19.7 %.
In order to strengthen its balance sheet ratios and fund the state aid granted,
TUIAG carried out a capital
increase of around € 1.8 bn in April2023. As a result,
TUIAG was able to refinance the repayment of a Silent
Participation obtained from the
ESF with a nominal amount of € 420.0 m and implement the early repayment
of a warrant bond with a nominal amount of € 58.7 m plus the warrants worth 58.7 m for the purchase of
shares in
TUIAG that were acquired and subsequently cancelled.
Furthermore, bank liabilities under the syndicated credit facility were significantly reduced. In addition, an
amount of € 1,050.0 m of the undrawn KfW tranche of € 2.1 bn granted by the German government was
cancelled, reducing the tranche to € 1,050.0 m. The credit line of the syndicated credit facility from the two
tranches available for cash drawdowns thus amounted to € 2,504.4 m. As before, the amount of the tranche
available for the use of bank guarantees totalled € 190.0 m in the period under review.
In May2023, an agreement was reached with the banks to extend the term of the syndicated credit facility
from July2024 to July2026.
As at 30September2023, there had been no cash drawdown under the syndicated credit facility (previous
year: € 562.0 m). Drawdowns from this credit facility by means of bank guarantees amounted to € 109.2 m as
at 30September2023.
The considerable decrease in liabilities to banks and other liabilities was partly offset by the increase in
liabilities to Group companies. Due to the increase in operating activities, Tour Operator companies, in
par
ticular, transferred monies to TUIAG.
The net financial position (cash and cash equivalents minus liabilities to banks, bonds and Schuldschein)
to
talled € – 517.3 m in the completed financial year (previous year: € – 1,170.9 m).
CAPITAL AUTHORISATION RESOLUTIONS
Information on new and existing capital authorisation resolutions, adopted by the Annual General Meetings,
is provided in the next chapter on Information required under takeover law.
106
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
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
TUI AG, registered in the commercial registers of the district courts of Berlin-
Charlottenburg and Hanover, consisted of 507,431,033 shares at the end of financial year 2023 (previous year
1,785,205,853 shares) and correspondingly totalled € 507,431,033.00. 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 amount
ing
to 10 % or more of the voting rights:
* As a result of the capital increase in spring 2023, in which Alexey A. Mordashov (Moscow, Russian Federation) has not been allowed to
participate due to his sanction since 28February2022, his shareholding has decreased significantly. According to the voting rights
notifications of the German Federal Financial Supervisory Authority (BaFin) dated 16May2023, 10.87 % shares in TUIAG have been
indirectly attributable to Alexey A. Mordashov since 19April2023.
At the end of financial year 2023, around 89 % of TUI shares were in free float. Around 33 % of all TUI shares
were held by private shareholders, around 55 % by institutional investors and financial institutes, and around
12 % by strategic investors.
The current shareholder structure and voting rights notifications according to section 33 of the Securities Trading Act
(Wp
HG) are available online at:
www.tuigroup.com/en-en/investors/share/shareholder-structure and www.tuigroup.com/en-en/investors/news
Shareholder structure
(
30SEPTEMBER2023
)
in %
54.6
Institutional investors
10.9
Alexey A. Mordashov
*
1.1
Riu Hotels S. A.
33.4
Private investors
%
107
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
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 con
trol
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 Corpo
ration
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 8February2021. With the issuance of a bond with warrants worth € 150 m to the German
Economic Stabilisation Fund (ESF) in October2020, this authorisation was fully used. The bonds and war
rants
outstanding were repaid in full on 27April2023 without the
ESF having exercised its option rights.
The Annual General Meeting on 13February2018 adopted a resolution to create authorised capital for the
issue of employee shares worth € 30.0 m. The Executive Board of TUIAG was empowered to use this author
ised
capital by 12February2023 in one or several transactions by issuing employee shares against cash contri-
butions. In the completed financial year, no new employee shares were issued.
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 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. Silent
Participation I was repaid in full on 27April2023 without the
ESF having 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 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 24March2026. This authorisation was nearly fully used with the issuance of a convertible
bond worth € 589.6 m in April and July2021. As at the balance sheet date, no shares had yet been issued to
service the convertible bond.
The Annual General Meeting on 8February2022 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
isa-
tion will expire on 7February2027.
The Annual General Meeting on 8February2022 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
7Feb
ruary2027.
In the completed financial year, the capital stock was increased by € 328.9 m, utilising a part of the two
last-mentioned authorisations. Authorised Capital 2022 / I worth Proceeds of € 140.4 m were used from
Au
thorised Capital 2022 / I, primarily to repay in full the state aid provided by the German government for
stabilisation measures, while Authorised Capital 2022 / II worth proceeds of € 188.5 m were used from
Au
thorised Capital 2022 / I to reduce the credit lines under the KfW facility. The further use of the not yet
used authorized capital is subject to the binding declaration of commitment of the Executive Board from
February2023.
The Annual General Meeting on 8Februar y2022 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
war-rants 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 7February2027.
See the section on Subscribed capital in the Notes to the consolidated financial statements on page 235 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).
108
CONTENTS
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COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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 € 242.0 m, and the convertible
bond worth € 589.6 m must be offered a buyback. For the syndicated credit facilities worth € 2.7 bn (includ
ing
bank guarantees), of which 0.0 m (via cash) and € 109.2 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 above-mentioned financing instruments, a framework agreement between the Riu family
and
TUIAG includes a change of control clause effective in the event of a change of control. Accordingly, 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 sharehold
ers.
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 determined by an internationally recognised auditing compa
ny.
Since TUIAG’s Annual General Meeting of 25March2021, the conditions had been met for Unifirm to repre
sent
a majority of AGM attendees, so that the entitlement arose for the Riu family to acquire shares within cer
tain
time windows in 2021, 2022 and 2023. The Riu family dispensed with exercising its acquisition right within all
the time windows mentioned above.
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 shareholder
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 during three periods following the
change of control 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 2November2021, here, too, a
change of control was triggered due to a majority of
AGM attendees. The final period for El Chiaty Group to
exercise its acquisition right is from 16November to 16 December 2023.
A change of control agreement has likewise 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 whereby more than 50 % of
voting rights are acquired by an individual or group. The agreement in this case 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 effective in the event of a takeover bid have not been concluded between the
Company and its Executive Board members or employees.
109
CONTENTS
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COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI Share
1
TUI share price significantly impacted by economic uncertainty, persistent energy crisis
and inflation, and interest rate increases
In financial year 2023, the TUI share showed at times significant share price volatility, primarily driven by
uncertainty about the course of inflation, above all energy prices, and continued monetary tightening by the
central banks. Global growth concerns also remained at the forefront. The International Monetary Fund re
vised
its growth forecasts for gross domestic product downward for 2023 and 2024. Overall, the value of the
TUI
share, with an entry price adjusted for share consolidation and the capital increase with subscription
rights of € 7.17
2,3
declined by around 27 %, closing at € 5.22
2,3
on 30September.
At the beginning of the financial year, sentiment in the capital markets benefited from the persistent
post-
COVID recovery in demand, despite economic uncertainties. In addition, in mid-December 2022, TUI
concluded an agreement with the Economic Stabilisation Fund (‘WSF’) on the repayment of corona state aids
re
ceived during the pandemic, hence reducing debt and interest costs. In subsequent weeks, TUI’s share
price rose significantly to its annual high of € 12.57
2, 3
on 18January2023. In February, TUI carried out a
capital decrease by means of a ten-for-one reverse stock split, previously approved by the Annual General
Meeting and subse
quently implemented in accordance with the repayment agreement as the final condition
for the capital increase scheduled for March. On 18April2023, TUI completed the rights issue of approxi
mately
€ 1.8 bn, and issued around 329 million new shares. The proceeds were used to repay
TUI’s remaining
WSF
state aid in
cluding interest and for another major reduction to its KfW credit line. TUI thus strengthened its
balance sheet, is benefiting from lower interest payments and has gained greater financial and entrepreneurial
flex
ibility for the implementation of its strategy.
Furthermore,
TUI successfully extended the existing syndicated credit lines totalling € 2.7 bn in May. The
syndicated credit facility from 20 banks (€ 1.65 bn) and the credit line from KfW (€ 1.05 bn) will now mature
in July2026. In future, the interest terms and conditions under that revolving credit facility will also be linked
to achieving the Group’s emissions reduction targets confirmed by the Science Based Targets initiative. The
capital increase and the extension of the credit facilities were key measures to improve
TUI’s credit metrics,
also reflected in improved credit ratings from S&P (B3 to B2) and Moody’s (B- to B). This progress, and the
gratifying development of bookings in the summer months, supported by higher prices, facilitated the recovery
of the TUI share up until mid-July.
Despite the positive booking momentum, which continued into Winter 2023 / 24, the tense macro-economic
environment led to uncertainty in the stock markets in the final months of the financial year. With several
members of
OPEC+ (Organization of Petroleum Exporting Countries) continuing to cut back production, oil
prices rose substantially, in particular towards the end of the financial year under review which put additional
pressure on the
TUI share price.
Driven by these economic uncertainties, higher interest rates, persistent inflation and its potential impact on
booking behaviour in tourism, the
TUI share recorded its financial year low of € 5.01
2, 3
on 26September and
closed at € 5.22
2, 3
on 30September.
1
The contents presented in this chapter are unaudited and voluntary.
2
Source: Reuters, Xetra closing prices
3
Historical prices adjusted for the effect of the capital reduction through share consolidation and capital increase
with subscription rights
TUI share data
30September2023
WKN TUAG50
ISIN DE000TUAG505
Stock exchange centres London, Xetra, Hanover
Reuters / Bloomberg TU1n.DE/TU1.GR (Xetra); TUIT.L/TUI:LN (London)
Stock category Registered ordinary shares
Capital stock € 507,431,033.00
Number of shares 507,431,033
Market capitalisation bn€ 2.6
Market capitalisation bn£ 2.3
110
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COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share (unaudited)
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Long-term development of the TUI share (Xetra)
1, 2
€ 2019 2020 2021 2022 2023
High 51.23 39.19 25.86 20.37 12.57
Low 24.35 8.94 9.29 7.17 5.01
Year-end share price 32.99 10.02 18.52 7.17 5.22
1
Source: Reuters, Xetra closing prices
2
Historical prices adjusted for the effect of the capital reduction through share consolidation and capital increase with subscription rights
Quotations, indices, and trading
The TUI share has its primary listing in the Premium segment of the Main Market of the London Stock Ex
change
and is included in
FTSE’s UK Index Series. It also has a secondary listing at the Frankfurt Stock Exchange and
the Hanover Stock Exchange and is admitted to the electronic trading system Xetra.
As
TUI shares are also admitted to trading in a regulated market in Germany apart from their listing at the
London Stock Exchange,
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 financial year 2023, the average daily trading volume at the London Stock Exchange was around 839 thou
sand
shares, while about 2.5 million shares were traded on Xetra per day. Across all trading platforms, the daily
trading volume in the
UK amounted to around 1.8 million shares, with around 6.2 million shares traded in the
euro line. Both the sterling and the euro lines 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 September2023, 32 % of analysts recommended to ‘buy’ the
TUI share, with 58 % recommending
‘hold’ and 10 % of analysts recommending ‘sell’.
60
100
140
20
TUI share price performance
(
FY2023
)
1, 2
in%
TUI1 GR DAX FTSE
1 OCT 2022 1 JAN 2023 1 APR 2023 1 JUL 2023 30 SEP 2023
180
Analyst recommendations
(
30SEPTEMBER2023
)
in %
57.9
Hold
10.5
Sell
31.6
Buy
%
111
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share (unaudited)
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Shareholder structure
* As a result of the capital increase in spring 2023, in which Alexey A. Mordashov (Moscow, Russian Federation) has not been allowed to
participate due to his sanction
since 28February2022, his shareholding has decreased significantly. According to the voting rights
notifications of the German Federal Financial Supervisory Authority (BaFin) dated 16May2023, 10.87 % shares in TUIAG have
been indirectly attributable to Alex
ey A. Mordashov since 19April2023.
At the end of financial year 2023, around 89 % of TUI shares were in free float. Around 33 % of all TUI shares
were held by private shareholders, around 55 % by institutional investors and financial institutes, and around
12 % 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:
https://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
€ 2019 2020 2021 2022 2023
Earnings per share + 0.71 – 5.34 – 2.58 – 1.02
1
0.80
Dividend 0.54 – – – –
1
Earnings per share adjusted for the capital reduction through share consolidation
In connection with the COVID-19 crisis, TUI agreed on three stabilisation packages with the federal German
government. Conditions attached to the support include a de facto dividend holiday, which will remain in
force over the term of the loans and the duration of the investment made by the Economic Stabilisation
Fund.
TUI used the proceeds from the rights issue in financial year 2023 to repay the remaining financial aid
from the Economic Stabilisation Fund including interest and to reduce the (undrawn) credit line from KfW to
€ 1.05 bn, extending it to July2026.
Shareholder structure
(
30SEPTEMBER2023
)
in %
54.6
Institutional investors
10.9
Alexey A. Mordashov
*
1.1
Riu Hotels S. A.
33.4
Private investors
%
Geographical shareholder structure
(
30 SEPTEMBER 2023
)
in %
10.9
North America
11.6
Other
77.5
EU + UK
%
112
CONTENTS
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COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share (unaudited)
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Investor Relations
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
discussions were held, centring on the Group strategy, business performance in the individual seg
ments, the
strong operative Summer business post-COVID-19, the financing measures and the impact of inflation as well
as
the energy crisis. The goal of this dialogue 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 2023, dialogue with investors primarily focused on the following topics:
• Demand for travel, capacity development and booking numbers for the Summer and Winter seasons
•
Operational and financial implications of heat waves and wildfires in Europe and the impact of these events
on customers’ booking behaviour
• Impacts of cost inflation on prices and margins and on customers’ booking behaviour
• Repayment of the remaining
WSF state aid: reduction in the KfW credit line as well as extension of the
credit facilities
•
Strategic priorities: expansion of our TUI Musement segment for tours and activities, our dynamic pack
aging
as well as hotel-only and flight-only offering, and further growth of our hotel portfolio and ship fleet
through asset-right financing structures such as joint ventures
• Meeting expectations for financial year 2023 and future growth
• New
TUI Sustainability Agenda ‘People, Planet, Progress’ and the Group’s emissions reduction targets
confirmed by the Science Based Targets initiative (
SBTi)
TUI’s management team sought dialogue with investors at physical and virtual roadshows and conferences
in New York, London, Frankfurt, Düsseldorf, Munich, Warsaw, Zurich and Paris. The management also met
investors from other financial hubs in Europe, North America, Asia, South Africa and Australia.
TUI’s Investor Relations team also makes every effort to engage in direct contact with private investors, with
IR staff presenting TUI Group at events held by shareholder associations and answering questions asked by
that target group. 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.
113
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of
TUI Group
104 Annual financial
Statements of
TUIAG
107 Information required
under Takeover Law
110
TUI Share (unaudited)
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
CORPORATE
GOVERNANCE
115 Supervisory Board and Executive Board
119 Corporate Governance Report
(as part of the combined Management Report)
157 Remuneration Report
3
114
CONTENTS
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COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Supervisory Board and Executive Board
TUI AG Supervisory Board
Name Function / Occupation Location Initial
Appointments
Appointed until
AGM
Other Board Memberships
2
Number of
TUIAG shares
DrDieter Zetsche Chairman of the Supervisory Board of TUI AG Stuttgart 13.2.2018 2027 b) Veta Health LLC
Wallbox N. V.
37,460
Frank Jakobi
1
Deputy Chairman of the Supervisory Board of TUI AG
Chairman of Group Works Council of TUI AG
Hamburg 15.8.2007 2026 1,068
Ingrid-Helen Arnold Member of the Executive Board, Südzucker AG Dreieich 11.2.2020 2024 0
Sonja Austermühle
1
Trade union secretary of ver.di –
Vereinte Dienstleistungsgewerkschaft and Lawyer
Berlin 1.4.2022 2026 0
Christian Baier Member of the Management Board (CFO)
Covestro
AG (since October 2023)
Dusseldorf 31.5.2022 2027 0
Andreas Barczewski
1
Aircraft Captain, TUIfly GmbH
Grethem
(
OT Buechten)
10.5.2006
2026
a) TUIfly GmbH
4
20.09.2023; Court appointment
as of 19.10.2023)
14,450
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
DrJutta A. Dönges Member of the Executive Board (CFO),
Uniper
SE
Frankfurt am Main 25.3.2021 2025 a) Commerzbank AG 0
Prof Dr Edgar Ernst Member of supervisory bodies in different companies Bonn 9.2.2011 2025 a) Metro AG 0
Wolfgang Flintermann
1
Group Director Financial Accounting & Reporting, TUIAG Großburgwedel 13.6.2016 2026 a) Deutscher Reisepreis-
Sicherungsverein
VVaG
b) RIUSA II S. A.
TUI Netherland N. V.
3,201
María Garaña Corces Member of the Management Board
Forterro
UK Ltd. (since October 2023)
Madrid 11.2.2020 2024 b) Alantra Partners S. A. 0
Stefan Heinemann
1
Technology Team Lead Airline Platform Services,
Airline
IT, TUI InfoTec GmbH
Nordstemmen 21.7.2020 2026 3,906
Janina Kugel Supervisory Board Member & Senior Advisor Munich 25.3.2021 2025 b) Kyndryl Inc.
thinkproject Deutschland GmbH
0
Wenn hier Korrekturen kommen, an
Frederik Diehl weitergeben
115
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI AG Supervisory Board
Name Function / Occupation Location Initial
Appointments
Appointed until
AGM
Other Board Memberships
2
Number of
TUIAG shares
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
Helena Murano Senior Advisor to Arcano Partners
Palma de Mallorca
31.5.2022 2027 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.
1,252
Anette Strempel
1
Chairman of Works Council,
TUI Customer Operations GmbH
Hemmingen 2.1.2009 2026 3,357
Joan Trían Riu
Executive Board Member of Riu Hotels & Resorts
Palma de Mallorca
12.2.2019
2024
b) Ahungalla Resorts Ltd.
Hotel San Francisco S. A.
Pep Toni Hotels S. A.
RIUSA II S. A.
Riu Hotels S. A.
0
Tanja Viehl
1
Lawyer (in-house lawyer), Vereinigung Cockpit e.V. Woelfersheim 25.3.2021 2026 0
Stefan Weinhofer
1
International Employee Relations Coordinator at TUI AG Vienna 9.2.2016 2026 b) TUI Austria Holding GmbH 0
1
Representative of the employees
2
Information refers to 30 September 2023 or date of resignation from the Supervisory Board of TUI AG in financial year 2023.
3
Chairman
4
Deputy Chairman
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).
116
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COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI AG Executive Board
Name Department Other Board Memberships Number of TUIAG shares
(direct and indirect)
1
Sebastian Ebel
(Age: 60)
Member of the Executive Board since
December 2014
CEO since October 2022
Current appointment until September 2025
Chairman
a) BRW Beteiligungs AG
Eves Information Technology
AG
2
Compass Group Deutschland GmbH
b) Midnight Canada Inc.
RIUSA II S. A.
2
33,258
David Burling
(Age: 55)
Member of the Executive Board since June 2015
Current appointment until May 2026
CEO Markets & Airlines
a) TUI Deutschland GmbH
b) First Choice Holidays Ltd.
First Choice Holidays & Flights Ltd.
First Choice Olympic Ltd.
Midnight Canada Inc.
Sunwing Vacations 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.
Vacation Express
USA Corp
16,426
Mathias Kiep
(Age: 48)
Member of the Executive Board since
October 2022
Current appointment until September 2025
CFO
a) TUI Deutschland GmbH
2
b) TUI Canada Holdings Inc.
3,990
117
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COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI AG Executive Board
Name Department Other Board Memberships Number of TUIAG shares
(direct and indirect)
1
Peter Krueger
(Age: 47)
Member of the Executive Board since
January 2021
Current appointment until December 2026
CSO & CEO HEX
b) Midnight Canada Inc.
Midnight International Holdings Ltd
Old Court Management Limited
Pep Toni Hotels S. A.
RIUSA II S. A.
TUI Canada Holdings Inc.
1000476378 Ontario Inc.
44,059
Sybille Reiss
(Age: 47)
Member of the Executive Board since July 2021
Current appointment until June 2027
CPO/Labour Director
a) TUI Deutschland GmbH
3,315
Frank Rosenberger
(Age: 55)
Member of the Executive Board since
January 2017
Appointment until October 2022
CIO
a) Peakwork AG
3
1,374
1
Information refers to 30 September 2023 or date of resignation from the Excecutive Board in financial year 2023.
2
Chairman
3
As of 31 October 2022
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)
118
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COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Corporate Governance Report
*
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
year2023. 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 2023
‘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 August2023, the recommendations of the German
Corporate Governance Code in its applicable version have been and will be fully observed.’
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
ap
plication 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://media.frc.org.uk/documents/UK_Corporate_Governance_Code_2018.pdf
In many respects, the requirements of the GCGC and the UK CGC are similar and have continued to converge
in recent years. However, there are certain aspects that are not compatible, which are explained below.
Therefore, some deviations from Code requirements 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, according to which the Executive Board of the company manages the business under its own
responsibility and the Supervisory Board, as independent body, supervises the management of the compa-
ny (see below section ‘Functioning of the Executive and Supervisory Board’ on page 124). 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 com
plied
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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119 Corporate Governance
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157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
WORDING OF THE UK CORPORATE GOVERNANCE STATEMENT 2023
‘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 Supervisory Board 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
December2022 FY22 Results Presentation, London SE, MK
Roadshow UK, virtual SE, MK
January2023 Commerzbank & ODDO BHF German Investment Seminar, New York City MK
UniCredit / Kepler Cheuvreux 22nd German Corporate Conference, Frankfurt MK
February2023 FY23 Q1 Results Presentation, virtual SE, MK
Annual General Meeting, virtual SE, MK
March2023 Capital Raise Roadshow, virtual SE, MK
May2023
FY23 Q2 / H1 Results Presentation, London SE, MK
Roadshow UK, London SE, MK
Roadshow Frankfurt, virtual SE, MK
Roadshow Zurich, virtual MK
June2023 dbAccess German Corporate Conference, Frankfurt MK
Roadshow Paris, virtual MK
August2023 FY23 Q3 / 9M Results Presentation, virtual SE, MK
Stifel 7th Transportation, Business Services & Leisure Conference, virtual MK
September2023
Morgan Stanley CFO Fireside Chat, virtual MK
Berenberg & Goldman Sachs Twelfth German Corporate Conference, Munich MK
Bernstein’s 20th Pan European Annual Strategic Decisions Conference, London SE
Key: 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 CGC.
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119 Corporate Governance
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157 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 CGC. 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 independ-
ence disclosures to its 10 employee representatives on the Supervisory Board. Due to the number of
em
ployees, the Supervisory Board of TUIAG is subject to the German Co-Determination Act. Accordingly,
the Supervisory Board of
TUIAG consists of ten members who are elected by shareholders at the Annual
General Meeting (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 shareholders are typically referred to as ‘Shareholder Representatives’ and are not
con
sidered as independent under the UK CGC because of their link to a significant shareholder.
ASSESSMENT OF THE INDEPENDENCE OF THE SHAREHOLDER REPRESENTATIVES
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 Mura
no.
Additionally, the Chairman, Dr Dieter Zetsche, was independent on his re-election in 2019 and is still consid
ered
independent (Dr Dieter Zetsche also was independent when he was elected to the Supervisory Board in
February2018).
In its assessment, the Supervisory Board considered in particular the aspects set out below:
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 twelve years – provides as before the necessary critical distance
from the Executive Board and the Company and therefore consider him to be independent. In addition, due
to the personnel changes on
TUIAG’s Executive Board, particularly on the position of the CFO, in recent
years, Prof. Dr Ernst’s independence from the Executive Board is strengthened. Prof. Dr Ernst also ensures
continuity in the proper performance of the tasks of the Audit Committee, which has also seen personnel
changes in recent years. Prof. Dr Ernst has continually exhibited his critical distance from the Executive
Board and the Company in the past, especially in his position as Chairman of the Audit Committee. Against
this background, the Annual General Meeting 2021 has re-elected Prof. DrErnst with a large majority.
As of the balance sheet date, according to the
UK CGC (and also the GCGC), Dr Jutta Dönges is qualified as
non-independent. However, Dr Dönges will be assessed as independent by the Supervisory Board from
1November2023.
On 31October2022, Dr Jutta Dönges ceased her position as Managing Director of the Finance Agency of
the
Federal Republic of Germany (Finanzagentur GmbH der Bundesrepublik Deutschland). On 4January2021,
TUIAG entered into a Framework Agreement with the Economic Stabilisation Fund (WSF) represented by
Finance Agency GmbH regarding a silent participation of the WSF and further measures under the stabilisa
tion
package. Dr Dönges was nominated by the
WSF for membership of the Supervisory Board of TUIAG and
elected to the Supervisory Board by the shareholders with effect from the Annual General Meeting (
AGM)
2021. On 27April2023,
TUIAG repaid the WSF financial aid in full. In view of the above information, the
Supervisory Board has come to the conclusion that the factors previously indicating the dependence of
DrDönges no longer apply. However, as the Supervisory Board has decided to apply a one-year cooling-off
period according to recommendation C.7 (paragraph 2, indent 2) of the
GCGC in this case, Dr Dönges will
only be assessed as independent from the Company and its Executive Board from 1November2023, i. e.
after one year from the termination of her position as Managing Director of the Finance Agency of the
Fed
eral Republic of Germany. The Supervisory Board considers the shorter cooling-off period compared to
the
UK CGC (1 year according to the GCGC, 3 years according to the UK CGC to be appropriate.
At TUIAG, Mr Joan Trían Riu (Riu Hotels S. A., approx. 1.1 % of the voting rights as of 30September2023)
is
linked to a major shareholder. In this context, he is considered a non-independent under the UK CGC.
ASSESSMENT OF THE INDEPENDENCE OF EMPLOYEE REPRESENTATIVES
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.
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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, sharehold
ers
may raise any issues at the
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
Sebastian Ebel) is clearly defined under German law as part of the two-tier board structure. Therefore,
no further division of their responsibilities as well as responsibilities of the Executive Board and the Super-
visory Board is required or even possible. In addition, the division of responsibilities within the Executive
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-
vi
sory 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.
In addition to Prof. Dr Ernst, the Nomination Committee also consists of Dr Zetsche as Committee Chairman
and Dr Dönges, who is considered non-independent until 30October2023. In this context, the majority of
the members of the Nomination Committee are assessed by the Supervisory Board to be independent.
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 page 115.
Current curricula vitae of all Executive and Supervisory Board members are published at www.tuigroup.com/en-en/investors/
corporate-governance.
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115 Supervisory Board and
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119 Corporate Governance
Report
157 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 perfor
mance
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
tion-
naire 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 Supervi
sory
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 Super-
vi
sory Board dealt with in more detail. The next self-assessment is planned for the beginning of 2024 and is
accompanied externally by the consulting company
ECBE (European Center for Board Effectiveness GmbH)
since September2023. The Company is not aware of any other relationships between ECBE and the Compa
ny
or its directors.
NOMINATION COMMITTEE – SECTION IN THE ANNUAL REPORT (PROVISION 23)
For the activities of the Nomination Committee, see page 16 which is part of the Supervisory Board Chair
man’s
letter to shareholders. The succession planning approach is outlined on page 131. The policy on diversity and
inclusion can be found on page 132. 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
Su
pervisory 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 30October2023. TUIAG there-
fore 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 require-
ments.
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 page 157 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 ap
pointed
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 page 157.
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119 Corporate Governance
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CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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 management of the company.
TUIAG’s Executive
Board and Supervisory Board cooperate closely and in a spirit of trust, 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.
TUIAG’s Executive Board comprised five members as at the closing date 30September2023. 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 page 115 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. 30September2023. As the oversight body, the Supervisory Board provided on-going
advice and supervision for the Executive Board in managing the Company in financial year2023, 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 avail
able
on the company’s website.
* Total number of Supervisory Board members of TUIAG.
Gender quote and average age of Supervisory Board members of TUIAG
(
30 SEP 2023
)
in %
55
male
45
female
%
Average age of Supervisory
Board member
53.35
years
Duration of appointment of TUIAG
(
30 SEP 2023
)
Number of members
11
0 – 4
years
4
over 12
years
4
5 – 8
years
1
9 – 12
years
20
*
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119 Corporate Governance
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CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
For further details, please refer to the Report of the Supervisory Board on page 11.
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 represent
atives.
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 year2022, the Supervi
sory
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/damfiles/default/tuigroup-15/de/
ueber-uns/management/Kompetenzprofil/Kompetenzprofil_V03-13-12-2022_
EN-FINAL.pdf-473db0556f8dff912a59b-
1b37696a1df.pdf.
QUALIFICATION MATRIX OF THE SUPERVISORY BOARD
The following individualized qualification matrix is based on the targets for the composition of the Super-
vi
sory Board. The competences shown are based on a self-assessment by the Supervisory Board members.
Competence is deemed to exist if at least basic knowledge is available and thus the ability to understand the
relevant facts well and to make informed decisions on the basis of existing qualifications, the knowledge and
experience acquired in the context of the activity as a supervisory board member, or the further training
measures regularly attended by all Supervisory Board members.
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Individualised qualification matrix of the Supervisory Board of TUIAG (as of 30September2023)
DrDieter
Zetsche
Frank
Jakobi
Ingrid-Helen
Arnold
Sonja
Austermühle
Christian
Baier
Andreas
Barczewski
Peter
Bremme
DrJutta
Dönges
Prof. Dr
Edgar Ernst
Wolfgang
Flintermann
Membership
First appointment 2018 2007 2020 2022 2022 2006 2014 2021 2011 2016
Current appointment until 2027 2026 2024 2026 2027 2026 2026 2025 2025 2026
Duration of membership (in years, as of 30.9.2023) 5 16 3 1 1 17 9 2 12 7
Position Chairman Deputy Chairman SHR ER SHR ER ER SHR SHR ER
Committee membership:
Presiding Committee yes yes yes yes yes
Audit Committee yes yes yes yes yes
Nomination Committee yes yes yes
Diversity
Gender m m f f m m m f m m
Birth year 5.5.1953 18.2.1962 5.10.1968 27.2.1978 6.11.1976 15.8.1967 15.3.1960 9.5.1973 10.1.1952 4.12.1969
Age (on 30.9.2023) 70 61 54 45 46 56 63 50 71 53
Nationality German German German German German German German German German German
International experience yes no yes no yes yes yes yes yes yes
Personal qualification
Independence
1
yes / yes N / A yes / yes N / A yes / yes N / A N / A no / no
3
yes / yes N / A
No overboarding
2
yes yes yes yes yes yes yes yes yes yes
Integrity, commitment, engagement yes yes yes yes yes yes yes yes yes yes
Professional qualification
1. Tourism
2. Strategy, innovation
3. IT, digitalisation
4. Accounting, auditing, sustainability reporting
5. Auditing
6. Sustainability
7. Capital market
8. Risk management
9. Internal control system
10. Compliance
11. Human resources
12. Sustainability
1
In accordance with the GCGC and the UK Code, based on the assessment of the shareholder representatives on
TUIAG’s Supervisory Board
2
Within the meaning of Recommendation C.4 and C.5 of the GCGC
3
Will be assessed as independent as from 1November2023
Table continues on next page
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STATEMENTS AND NOTES
Individualised qualification matrix of the Supervisory Board of TUIAG (as of 30September2023)
María Garaña
Corces
Stefan
Heinemann
Janina
Kugel
Coline
McConville
Helena
Murano
Mark
Muratovic
Anette
Strempel
Joan
Trían Riu
Tanja
Viehl
Stefan
Weinhofer
Membership
First appointment 2020 2020 2021 2014 2022 2021 2009 2019 2021 2016
Current appointment until 2024 2026 2025 2024 2027 2026 2026 2024 2026 2026
Duration of membership (in years, as of 30.9.2023) 3 3 2 8 1 2 14 4 2 7
Position SHR ER SHR SHR SHR ER ER SHR ER ER
Committee membership:
Presiding Committee yes
Audit Committee yes yes yes
Nomination Committee
Diversity
Gender f m f f f m f m f m
Birth year 4.3.1970 14.4.1979 12.1.1970 21.7.1964 12.7.1966 29.6.1973 28.11.1966 10.7.1983 24.3.1986 31.8.1974
Age (on 30.9.2023) 53 44 53 59 57 50 56 40 37 49
Nationality Spanish German German Australian Spanish German German Spanish German Austrian
International experience yes yes yes yes yes yes no yes yes yes
Personal qualification
Independence
1
yes / yes N / A yes / yes yes / yes yes / yes N / A N / A no / no N / A N / A
No overboarding
2
yes yes yes yes yes yes yes yes yes yes
Integrity, commitment, engagement yes yes yes yes yes yes yes yes yes yes
Professional qualification
1. Tourism
2. Strategy, innovation
3. IT, digitalisation
4. Accounting, auditing, sustainability reporting
5. Auditing
6. Sustainability
7. Capital market
8. Risk management
9. Internal control system
10. Compliance
11. Human resources
12. Sustainability
1
In accordance with the GCGC and the UK Code, based on the assessment of the shareholder representatives on
TUIAG’s Supervisory Board
2
Within the meaning of Recommendation C.4 and C.5 of the GCGC
3
Will be assessed as independent as from 1November2023
Continued from previous page
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STATEMENTS AND NOTES
INDEPENDENCE OF THE SUPERVISORY BOARD MEMBERS
As of the balance sheet date, the Supervisory Board on the shareholder side has eight independent mem
bers
according to their assessment. The names of these members are listed in the qualification matrix. Further
information on the aspects taken into account in the assessment of independence can be found on page 121.
The company has no controlling shareholder.
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 informa
tion,
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/de/ueber-uns/management/lebenslae
ufe-de0/
lebenslaufe-de-neu/aufsichtsrat-de-neu/Ernst_Edgar-Lebenslauf-de_en/Ernst_
SB_Curriculum-Vitae_
04.10.2023.pdf-af2cdbb09cda997cc2549359db92a68f.pdf).
His expertise in the field of accounting also includes, in particular, knowledge and experience in the applica-
tion 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 page 121).
Mr Christian Baier has expertise in the field of accounting and in the field of auditing due to his profession
al
career and in particular due to his function as Chief Financial Officer of Metro
AG (until July2023). Further
information, in particular on his activities in these areas, can be found in his curriculum vitae on the Compa
ny’s
website (https://www.tuigroup.com/damfiles/default/tuigroup-15/en/about-us/management/lebenslauefe-
en/aufsichtsrat-en/Baier_
SB_Curriculum-Vitae_31.05.2022.pdf-e56d4eedf2399c6c8f58ca8cb0854609.pdf).
His expertise in the field of accounting also includes, in particular, knowledge and experience in the applica
tion
of accounting principles and internal control and risk management systems. His expertise in the field of au
diting
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 tak
ing
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.
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
CFO at Uniper SE as well 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/Do-nges_
SB_Curriculum-Vitae_05.12.2022.pdf-70e9299c9ba0a333f8c6452cb23ad30d.pdf).
Her expertise in the field of accounting also includes, in particular, knowledge and experience in the applica
tion
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 in
cludes
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
de
velopment 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 relat-
ing 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 year2023, there were no conflicts of interest requiring dis-
clo
sure to the Chairman of the Supervisory Board or the Executive Board. None of the Executive Board or
Supervisory Board members have a board role or a consultancy contract with one of
TUI’s competitors.
As a precautionary measure, Mr Joan Trían Riu abstained from the vote of the Supervisory Board in its
meeting of 4July2023 on the resolution to establish a joint venture with the Riu Family.
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Moreover, no current member of the Executive Board has been appointed and no member of the Supervi
sory
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), 96 (2), 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.
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-determination 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. The cut-off date for both was 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 a 30 % proportion of women in the second management level, these measures are
already having an effect and have led to the target for FY23 being met. The target of 25 % in the first
man
agement level below the Executive Board was not achieved at 14 %. As a new target for the period up to
30September2026, the Executive Board has decided that the proportion of women in the first management
level below the Executive Board should now be 30 % instead of the previous 25 % and that the proportion
of women in the second management level below the Executive Board should remain at 30 %.
SHAREHOLDERS AND ANNUAL GENERAL MEETING
TUIAG shareholders exercise their co-determination and monitoring rights at the AGM, which takes place at
least once a year. The AGM takes decisions on all statutory matters, and these are binding on all sharehold
ers
and the Company. For voting on resolutions, each share confers one vote.
All shareholders registering in due time are entitled to participate in the
AGM. Shareholders who are not able
to attend the
AGM in person are entitled to have their voting rights exercised by a shareholder 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.
STATEMENT PURSUANT TO PROVISION 4 UK CGC
At the AGM of TUIAG on 14February2023, no resolution received 20 % or more against votes.
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
ac
cordance with the German Commercial Code (sections 289 (5), 315 (2) no. 5 HGB).
Risk Report see page 35.
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 www.tuigroup.com 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.
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119 Corporate Governance
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157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
DIRECTORS’ DEALINGS
The Company was informed by Mr Andreas Barczewski, Mr David Burling, Mr Sebastian Ebel, Mr Wolfgang
Flintermann, Mr Stefan Heinemann, Mr Frank Jakobi, Mr Mathias Kiep, Mr Peter Krueger, Ms Sybille Reiss,
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
year2023. Details are provided on the Company’s website. It should be noted that there are different thresh
olds
for reporting requirements in Germany and the
UK of 20,000€ (Germany) and 5,000€ (UK).
Purchase and sales transactions by members of the boards are governed by the Group Manual Share Deal
ings
by Restricted Persons, approved by the Executive Board and the Supervisory Board, alongside correspond
ing
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
ac
cordance 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 pub-
lication. The consolidated financial statements and the financial statements of
TUI AG were audited by
Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover, the auditors elected by the 2023 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 page 288.
The condensed consolidated interim financial statement and management report as of 31March2023 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 information
in the framework of the audit of financial year2023.
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 page 98
• Employees – see page 91
• Shareholders and other financial stakeholders – see pages 113 and 188
• Suppliers – see page 84
• Non-governmental organisations – see page 90
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 obliga
tion
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 competence
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 corpo
rate
governance;
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•
profound knowledge of the intricacies and requirements of the capital market (shareholder manage
ment);
• 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
con
tribute 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 representa
tion
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 leadership
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
as
sociation 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 supervisor 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
Ex
ecutive 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
sce
narios). 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
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 cur
rent
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 2023
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 took over the
Fi
nance Ressort. In the opinion of the Supervisory Board, Mr Ebel and Mr Kiep contribute to the diversity of
the Executive Board through their professional careers, their wide-ranging international experience and
re
spective professional backgrounds.
Mr Frank Rosenberger, Executive Board Member for
IT and Future Markets, has decided to leave the Group
on 31October2022. Mr Rosenberger had been with
TUI since 2015 and had been responsible for Future
Markets and the Group’s digitalisation on the company’s Executive Board since 2017. Under his responsibil
ity,
a global system for
TUI Tour operators was launched and the digitalisation of the company was significantly
advanced.
The reduction in the number of Executive Board members also required a reorganisation of responsibilities
in the management team. The
CIO with his central IT functions of the TUI Group has been located in the
direct area of responsibility of
CEO Sebastian Ebel. The other IT units are interlinked with the operational
areas to enable fast and efficient implementation of the digitalisation strategy. Peter Krueger is fully respon
sible
for the Holiday Experiences segment at Executive Board level.
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 legal requirement 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 Supervisory Board.
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 2023 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
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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
com
petitive 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 2023
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 www.tuigroup.com/en-en/investors/corporate-governance/management. The
qualification matrix can be found at page 126.
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.
DIVERSITY IN THE EXECUTIVE BOARD AND SUPERVISORY BOARD AS WELL AS IN THE EXECUTIVE
MANAGEMENT OF TUIAG
Pursuant to LR 9.8.6 R (9) of the FCA Listing Rules, the Executive Board and the Supervisory Board confirm
that, as at 30September2023, the Company has partially met the targets set out in this provision by at least
40 % of the members of the Executive Board and the Supervisory Board were women and at least one
member of the Executive Board or the Supervisory Board was from an ethnic minority. The Company did
not meet the target in relation to the requirement that at least one of the named executive positions (the
Chairman of the Supervisory Board, the Chief Executive Officer, the Senior Independent Director or the
Chief Financial Officer) should be held by a woman. The Company recognises the importance of diversity and
its long-term goal is to further improve diversity on its boards. This is taken into account primarily in the
context of succession planning for the boards.
Since 30September2023, there have been no changes in the Executive Board as well as the Supervisory
Board that would affect the company’s ability to achieve the two objectives mentioned above.
Data on gender and ethnicity was collected directly from board members. Members were asked to indicate
their ethnicity using the categories in the table below.
In accordance with
LR 9.8.6 R (10) of the FCA Listing Rules, the following table contains data on the ethnic
origin and gender of the members of the Executive Board and the Supervisory Board as well as the Execu
tive
Management of the Company as of 30September2023.
Gender and ethnic background of board members
Number of
board
members
Percentage of
the board
Number of
senior
positions on
the board
(
CEO, CFO, SID
and Chair)
Number in
executive
management
Percentage of
executive
management
Gender
Men 15 60 % 3 7 100 %
Women 10 40 % 0 0 0 %
Not specified / prefer not to say – – – – –
Ethnic Background
White British or other White
(including minority-white groups)
24 96 % 3 7 100 %
Mixed / Multiple Ethnic Groups – – – – –
Asian / Asian British – – – – –
Black / African / Caribbean / Black British 1 4 % – – –
Other ethnic group, including Arab – – – – –
Not specified / prefer not to say – – – – –
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Description of the main features of the internal control and risk management system
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 may result from
published statements or take the form of policies, work instructions, process descriptions or risk control
matrices. A Group-wide framework is in place for the creation, approval, revision and communication of
these rules. With its Integrity Passport, TUI Group commits to implementing its Group-wide Code of Con
duct
that sets minimum standards and provides guidance on how to deal with ethical and legal challenges in day-
to-day work, and provides orientation for conflict situations.
On that basis, the business units define an appropriate framework of processes and rules where necessary
for the criticality of the process in question. These rules may vary from business unit to business unit as the
process of processing the transactions involves different systems, workflows or volumes. For certain risks,
addressed through a uniform Group framework, TUI has established central functions, operating as a ‘sec
ond
line’ for their area, in order to create appropriate Group-wide standards and support or monitor implemen
tation
of these standards.
A Group function has also been established for the area of sustainability. For years,
TUI Group has collected
certain sustainability-related indicators for management and reporting purposes in the framework of sepa
rate
sustainability reports or the non-financial statement. The methodologies used to gather this data have been
published. These ensure uniform understanding and collection throughout the Group. In the period under
review, a reporting software specifically designed for non-financial data points was implemented, further
enhancing the maturity of the internal control system in this field.
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. The internal control system is completed
by a set of manual process controls to prevent or detect errors.
We have a clear approach for identifying and mitigating information security risks.
TUI undergoes external
auditing, has an
IT security risk insurance policy in place and provides a training and compliance programme.
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 second line is responsi
ble.
Depending on the risk assessment, they use a different degree of monitoring intensity.
As an independent third line, Internal Audit reviews business processes, including
IT solutions, according to
its own risk assessment and provides recommendations to enhance the effectiveness and efficiency of
pro
cesses and controls.
The Supervisory Board of
TUI AG, in particular the Audit Committee, is involved in TUI Group’s internal
monitoring system with process-independent auditing activities.
Our Risk Report presents the key elements of our risk management system.
Details in our Risk Report, page 35.
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 potential improvements identified in the period
under review speak against the appropriateness and effectiveness of the two management systems.
Howev
er, there can be no absolute certainty, despite the internal control and risk management systems in
place, that the controls will detect every single process weakness or, in particular, that newly emerging
material risks will always be immediately identified and effectively addressed.
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Disclosure pursuant to UK Listing Rule LR 9.8.6
Task Force on Climate-related Financial Disclosures (
TCFD)
Climate change is one of the greatest challenges of our time. TUI recognises the risk posed to its business by
climate change from both physical changes in the climate and the transition to a low-carbon economy.
TUI is
committed to contributing to the transition and mitigating climate-related risks for its business. As a com-
pany 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). The TCFD provides a frame
work
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.
In financial year 2022,
TUI aligned its climate-related disclosures with the TCFD Recommendations for the
first time to communicate the potential effects of climate change on its business. The disclosure for financial
year 2023 builds on our prior year disclosure and has been enhanced to better align with the TCFD Recom
men-
dations. We are committed to complying with the recommendations and recommended disclosures of the
TCFD, taking into account the TCFD All Sector Guidance, and we consider the disclosures set out on the
following pages to be consistent with these guidelines.
• In financial year 2023,
TUI conducted a climate scenario analysis to identify and analyse the potential
impact of climate-related risks and opportunities on its business model, and assess the resilience of its
strategy (
TCFD Recommendations: Strategy a., b. and c.).
•
In financial year 2023, TUI embedded the identification, assessment and management of material individ
ual
climate-related risks into existing risk management processes (TCFD Recommendations: Risk Manage
ment
a., b. and c.).
•
In 2023, TUI’s near-term science-based emissions reduction targets were published following the success
ful
external validation by the Science Based Targets Initiative (
SBTi). These targets are included in TUI’s 2023
TCFD report (TCFD Recommendations: Metrics and Targets c.) and TUI continues to disclose on its key
climate-related metrics (
TCFD Recommendations: Metrics and Targets b. and c.).
The following statement follows the structure of the TCFD Recommendations, covering Governance, Strate
gy,
Risk Management, and Metrics and Targets. Our disclosures on these four thematic areas will continue
to
evolve and mature over time alongside our strategy and the evolution of the risks and opportunities
themselves.
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GOVERNANCE
TUI has a governance structure in place that ensures that sustainability issues, along with climate-related risks and
oppor
tunities, are assessed and actioned at all levels.
See page82 for the governance structure in the Non-financial declaration.
TCFD RECOMMENDATION TUI APPROACH
a) Describe the 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 climate-related risks
and opportunities, strategy, measures, and target-setting. At the
GEC level, the Group Chief Sustainability Officer (CSO) as a member of the
GEC is responsible for reporting on sustainability and climate-related issues for TUI. The CSO informs the GEC on sustainability issues on a
monthly basis. The Group Sustainability Director regularly reports into the
CSO, which is the most appropriate and direct line of reporting to
raise climate-related issues to the highest level within the business. Moreover, the Executive Board (all being members of the
GEC) also has
the final oversight of the non-financial declaration that includes the climate / environmental strategy, organisation, management, measures
and targets. By taking into the provided risk information, the Executive Board considers climate-related issues when reviewing and guiding
strategy, major plans of action, risk management policies, annual budgets, and business plans as well as setting the organization’s perfor
mance
objectives, monitoring implementation and performance, and overseeing major capital expenditures, acquisitions, and divestitures. The
high
est monitoring body in sustainable management is the Supervisory Board which oversees the work done by the Executive Board.
b) Describe management’s role in
assessing and managing climate-
related risks and opportunities.
The GEC manages TUI’s business strategically, sets the Group’s strategic direction and long-term objectives for sustainable development, and
signs 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 aligned. The Group Sustainability Director heads up the Group
Sustainability team.
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TCFD RECOMMENDATION TUI APPROACH
Our group sustainability team, led by the Group Sustainability Director, is responsible for the implementation of the Sustainability Agenda
across
TUI 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 Group 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.
Sustainability Governance
SUPERVISORY BOARD
Twice yearly updates by the CSO
EXECUTIVE BOARD AND GROUP EXECUTIVE COMMITTEE
Monthly updates by the CSO
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.
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.
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STRATEGY
Climate change is an urgent global challenge that requires a strategic response. The tourism industry in which TUI operates
faces significant impacts from climate change. As temperatures rise, the attractiveness of certain destinations will decline,
and the biodiversity loss will make certain destinations less attractive. The sector also faces impacts of a more general
nature: more cancellations from extreme weather-related events, increased risk of stranded assets, as well as changes in
policy and customer preferences. Climate change also presents an opportunity for
TUI – besides extending touristic
seasons in summer destinations also to innovate in new types of tourism, to diversify to new regions, and to engage
cus
tomers and other stakeholders along the business transformation process.
As part of our strategic and financial planning process, we have analysed various industry and macro trends to model the
expected development of
TUI 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 customer behavior, emissions-based taxes and fees, and
increasing regulations for aircraft and cruise ships). In financial year 2023,
TUI ’s 2030 emission reduction targets have been
approved by the
SBTi. Priorities and strategic directions from TUI’s Sustainability Agenda ‘People, Planet, Progress’ take
into account current challenges, global scenarios, and regulatory developments such as the
EU Green Deal. These priorities
were built into our midterm strategic and financial plan. To better identify and assess the impact of climate change on our
financial performance and business model, we have conducted a qualitative and quantitative climate risk assessment for the
first time in financial year 2023.
Two scenarios were considered in the climate risk assessment:
• A high emissions scenario to assess the impact of significant changes in the physical climate, which is based on the
Intergovernmental Panel on Climate Change (IPCC) Representative Concentration Pathway 8.5 (IPCC RCP8.5) and the
International Energy Agency (IEA) Stated Policies Scenario. This is aligned with global warming of approximately 4.3°C
by the year 2100.
• A low emissions scenario to assess the impact of significant socioeconomic changes to achieve a low-carbon economy,
which is based on IPCC RCP2.6 and the IEA Net Zero Scenario. This is aligned with global warming of approximately
1.5°C by the year 2100.
A number of assumptions underpin these scenarios regarding changes to the frequency and intensity of weather-related
events, economic growth, technology development, and the development of energy and carbon prices.
The identified risks and opportunities across the different combinations of scenarios and time horizons were first assessed
qualitatively to identify the most relevant climate-related risks and opportunities for
TUI. Based on the results of this
qualitative analysis, a number of risks and opportunities were then subject to more detailed analysis to better understand
the potential financial impacts.
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TCFD RECOMMENDATION TUI APPROACH
a) Describe the climate-related risks
and opportunities the organisation has
identified over the short, medium, and
long term.
The following climate-related risks and opportunities have been identified by
TUI over the short, medium and long term, where short term is
defined as the period up to 2030 (aligned with
TUI’s science-based targets), medium term as the period up to 2040, and long term as the
period up to 2050 (when
TUI aims to achieve net-zero emissions across our operations and supply chain). Climate-related impacts are divided
into two categories:
• Transition: Socioeconomic changes related to the transition to a low-carbon economy including policy, legal, technology and market
changes.
• Physical: Physical changes in the climate including event-driven (acute) changes such as storms, fires and floods, and long term (chronic)
changes such as increased temperature.
Given the nature of
TUI’s business model, most of the below listed risks and opportunities apply to TUIs business segments and geographies.
Modest variations in their significance for each segment are described below.
TUI has undertaken a qualitative assessment of all below summarized climated related risks and opportunities. In additon, TUI has performed
a high-level quantitative assessment for eight risks and opportunities. This assessment has shown the risks to be immaterial for financial
planning, which was confirmed by a sensitivity analysis. Further information on the effect of climate-related risks on the useful lives and the
measurement of assets can be found in the Notes, chapter ‘Key judgements, assumptions and estimates’, page 200 of this Annual Report.
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TCFD RECOMMENDATION TUI APPROACH
b) Describe the impact of climate-
related risks and opportunites on
our business, strategy, and financial
planning.
TCFD Risk Type Description Impact Management
Transition
Policy & Legal
Increased costs due to the introduction of new, or
extension of existing, carbon pricing mechanisms
( including pass-through of higher costs by suppliers),
and new energy and emissions regulations.
Increasing regulations and restrictions targeting the
airline and cruise industry, leading to reduced revenue
and / or stranded assets.
As an energy-intensive company, regulatory changes,
such as to carbon pricing through emissions trading
systems, emissions-based taxes and fees, and energy
and emissions regulation, pose a significant cost risk in
the short to medium term for
TUI.
There is a risk for
TUI’s airline and cruise operations of
stricter regulations and restrictions related to energy
and emissions in the short to medium term. Already
today, there are operating restrictions at certain airports
based on sustainability criteria. and the ban of non-
sustainable fuel types while sailing in certain maritime
areas.
• TUI is committed to decarbonising its business, and
has set ambitious near-term science-based emissions
reduction targets validated by the SBTi.
• To achieve these, TUI airlines procures state-of-the-
art aircraft, implements operational efficiencies
( including route optimisation), and will increase the
use of SAF. TUI already has cooperation agreements
in place to promote the production and supply of SAF.
•
TUI Cruises invests in energy efficiency at ship opera-
tions, fuel-saving route optimisation, shore power in
ports and alternative fuels, such as sustainable
biofuels, bio-LNG and green methanol. The three
newbuilds coming into the fleet by 2026 will not use
heavy fuel oil. Mein Schiff7 will enter service in 2024
and will run on lower-emission marine diesel and be
equipped with catalytic converters and a shore power
connection. In addition, the ship will also be able to
run on green methanol in the future. In 2024 and
2026, two ships will follow, which will be operated with
LNG. LNG serves as a bridge technology until bio-LNG
is available, which will be produced either from biogenic
sources or synthetically from renewable en
ergy.
• TUI Hotels & Resorts is focused on renewable energy
and resource-saving operational practices to reduce
hotel emissions as far as possible.
Technology
Costly or unavailable future fuels and technologies
resulting in higher costs, or preventing further
decarbonisation and compliance with regulations.
Although it is expected that future fuels will continue to
gain momentum and that production capacity will
dramatically increase in the short to medium term, there
is a risk that demand will outpace supply resulting in low
availability and inflated prices.
In the medium term, there is a risk that low carbon
technologies are not available to support
TUI’s path to
net zero. Whilst there are trials e. g., in battery or fuel
cell aircraft and ships, such technology might not be
developed to a market stage.
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TCFD Risk Type Description Impact Management
Market
Decline of travellers due to shifts in consumer
preferences and behaviour, and increasing negative
public sentiment towards travel, resulting in loss
of revenue.
Decline of overall customer demand as the price for
our products will increase to reflect higher capital
expenditures and operational expenses to offer carbon
low products.
Difficulties in obtaining access to financing and
increasing cost of capital due to the inability to reduce
emissions in line with market expectations.
Market trends show tourism growth outstripping global
GDP growth as it has for the last two decades, and
customers prioritising spend on leisure tourism over
other large purchases such as cars and houses. Never-
theless, there is a risk in the medium to long term that
customers decide to travel less (or differently, for example
moving away from air travel) for environmental reasons.
TUI as a market leader in Europe has significantly
contributed to make leisure travel an affordable product
for people with lower disposable income, e. g. families,
retired persons, etc. Significant price increases for
leisure product poses the risk that in the medium to long
term such consumer group will not be able to afford our
leisure travel products any more.
Increasingly policies and laws are being introduced that
combat climate change, and institutional investors in-
creasingly consider
ESG to be part of their fiduciary du-
ties. These investors might be more inclined to divest
from
TUI if the company does not take sufficient action
on
ESG issues in the medium and long term.
• Managing both market and reputational risks depends
on the successful implementation of our emissions
reduction initiatives. Accordingly, we have roadmaps
in place to deliver on our science-based targets.
• Whilst the cost for flights is very likely to increase, all
markets participants have to roll-over this ‘green
inflation’. With our state-of the art efficienct fleet, it is
likely that our cost increase is competitive. Further,
the share of extra cost from low-carbon flying is lower
in a package and hence we believe that we can effec-
tively transfer cost additions.
•
TUI has set science-based emissions reduction tar
gets
for 2030 and a net zero target for 2050. TUI continues
to notice a wide range of financiers due to TUI
Group’s
financial performance and is continuing to develop
relationships with new sources of finance and monitor
development of the market. TUI is in a continuing
education process with lessors and the financial
community to maintain confidence in the strategy.
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TCFD RECOMMENDATION TUI APPROACH
TCFD Risk Type Description Impact Management
Reputation
Failure to meet decarbonisation targets, negatively
affecting
TUI’s reputation with stakeholders.
There may be a reputational risk due to increased
negative public sentiment on climate change if
TUI is
unable to meet its decarbonisation targets. This impact
applies across all time horizons.
This risk may also have an impact on our ability to attract
and retain talent.
Physical
Acute
Physical damage to assets and business disruption due
to extreme weather-related events.
Unstable and more extreme weather conditions in cer-
tain regions might have a physical impact on our assets
resulting in higher costs from property damage and
business interruption, predominantly in our hotels &
resorts segment. Higher insurance premiums for prop-
erty damage and / or business interruption will be the
consequence. This risk is mostly likely to be realised in
the long-term as the effects of physical climate change
become more profound.
• This risk is managed at the asset-level.
• We manage the overarching risk through insurance
and a large and regional spread hotels & resorts
portfolio, providing diversifiying the risk of asset
impairment.
• We hold relatively short-duration lease contracts,
enabling flexibility in case of changes in insurability.
Extreme weather events disrupting transport hubs,
resulting in delays and cancellations, and increased
costs.
Extreme weather events may disrupt the airport and
port operations which
TUI relies on, resulting in delays
or cancellations.
Delays or cancellations are expected to result in addi-
tional costs including refunds, repatriation flights and
hotel accommodation costs.
This risk is mostly likely to be realised in the medium
and long term as the effects of physical climate change
become more profound.
• The risk of airport disruption was found to be low in
the physical risk analysis. Nonetheless, TUI works
closely with airports in case of disruption and will
continue to evaluate the risk profile of its material
airports.
•
Whilst docking is already considered a resilient activ
ity,
the risk is further mitigated by the flexibility to ad
just
cruise itineraries.
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TCFD Risk Type Description Impact Management
Chronic
Physical damage to assets and business disruption due
to longer-term shifts in climate patterns.
Chronic physical changes in the climate can result in
asset damage and business interruption, as well as high
er
operating costs for example from increased cooling load
requirements to offset higher sustained temperatures.
This risk is mostly likely to be realised in the long-term
as the effects of physical climate change become more
profound.
• Whilst the scenario analysis indicate higher probabil-
ity of extreme wheather events, non of the locations
where our hotels & resorts are located is vulnerable
to a rising sea level during the time frame of our
climate scenario analysis.
• This risk is managed with insurance and TUI Hotels &
Resorts’ renewable energy strategy.
Changing weather patterns decreasing suitability for
tourism and / or making source markets more attractive,
impacting tourism demand.
Tourism demand in the medium and long term is expect-
ed to be affected by climate change as weather is a key
determinant in destination choice. In Europe, it’s expect-
ed that southern regions will face reductions in demand
as weather becomes less suitable for tourism, particular
ly
in higher warming scenarios. On the other hand, north-
ern European regions are expected to benefit from
changing weather patterns.
• Climate-related factors are considered in the expan-
sion of TUI’s Hotels & Resorts business segment.
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OPPORTUNITIES
As short to medium term opportunities, we identified more efficient aircraft and cruise ships as well as a shift to renewable energy sources at
hotels & resorts as a way to reduce operating costs. We further see an opportunity to offer lower-emission air travel, cruise travel and hotel
stays as a way to improve our competitive position. Providing alternative modes of transport including a move to high-speed rail is also seen as
an opportunity for our business. We are investigating and promoting the management of all of these opportunities.
The summer season 2023 in Turkey and Greece for selected destinations has been expanded which has been well received by our customers.
In the long term, we expect to see this more frequently and in more destinations following a shift in consumer preferences from peak seasons
where heat waves may be imminent to shoulder seasons where the wheather is still very favoiurable for travel. In addition, our business model
is flexible to offer new destinations based on changing weather conditions, e. g. more travel to destinations around the Baltic Sea. We continue
to monitor these trends and embed them into our strategic and operational planning.
c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or lower
scenario.
In financial year 2023,
TUI conducted a qualitative and quantitative scenario analysis in order to understand the potential effects of climate
change on its business and to test its strategy and financial planning to increase resilience. A number of assumptions underpin this assessment
regarding changes to the intensity and frequency of weather related events, technology development, development of energy and carbon pric
es
and the development of knowledge on global warming.
Two scenarios were considered in the 2023 climate risk assessment:
• A high emissions scenario to assess the impact of significant changes in the physical climate, which is based on the Intergovernmental
Panel on Climate Change (IPCC) Representative Concentration Pathway 8.5 (IPCC RCP8.5) and the International Energy Agency (IEA)
Stated Policies Scenario. This is aligned with global warming of approximately 4.3°C by the year 2100.
• A low emissions scenario to assess the impact of significant socioeconomic changes to achieve a low-carbon economy, which is based on
IPCC RCP2.6 and the IEA Net Zero Scenario. This is aligned with global warming of approximately 1.5°C by the year 2100.
• Both emissions scenarios could have different consequences for the TUI Group. In a low emissions scenario, stricter emissions and fuel
efficiency targets could increase operating costs, while assets based on unsustainable practices could lose value. On the other hand, TUI
could benefit from a positive image, as environmentally conscious travellers prefer companies that are committed to sustainability. In a
high emissions scenario, physical risks from extreme weather events and natural disasters could impact TUI’s tourism destinations. Rising
operating costs due to stricter environmental regulations could impact profitability.
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Measures to strengthen and more closely align risk management and strategic planning were identified and discussed. TUI has committed to
the Science Based Targets initiative (
SBTi) to reduce emissions by 2030. Our targets are:
• Reduction of airline CO
2
e per revenue passenger kilometer by 24 % by 2030.
• Reduction of absolute CO
2
e from our cruise operations by 27.5 % by 2030.
• Reduction of absolute CO
2
e from TUI Hotels & Resorts by 46.2 % by 2030.
Furthermore it is the commitment of
TUI to achieve net-zero emissions by 2050. The reduction of emissions will be accomplished with
investments in new technologies and the use of fuel with less
CO
2
emissions.
The results of the scenario analysis confirm that the Group’s above described strategic initiatives and reduction pathway are suitable for
minimising the respective risks and creating opportunities. We acknowledge that a number of assumptions descibed above had to be taken into
account to derive the scenario analysis and the uncertainty of the impact and likelihood of certain effects increases mid- to long term.
TUI has
undertaken a qualitative assessment of all below summarized climated related risks and opportunities. In additon,
TUI has performed a
high-level quantitative assessment for eight risks and opportunities. This assessment has shown the risks to be immaterial for financial plan
ning,
which was confirmed by a sensitivity analysis. One key assumption concerns the extent to which costs for low-emission fuels and emission
certificates can be passed on to customers. Further information on the effect of climate-related risks on the useful lives and the measurement
of assets can be found in the Notes, chapter ‘Key judgements, assumptions and estimates’, page 200 of this Annual Report.
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RISK MANAGEMENT
TUI has a systematic and Group-wide approach in place to identify, assess and manage risks across the business. This is
managed through the processes and structures described in more detail in the Risk Report on page 35.
TCFD RECOMMENDATION TUI APPROACH
a)
Describe the organisation’s processes
for identifying and assessing climate-
related risks.
TUI constantly considers existing and emerging regulatory requirements in the risk management process. The processes and structures to
identify, assess and manage climate-related risks across the business are described in the Risk Report. They 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. By including the specialist teams, TUI prioritizes risks based on their assessed
magnitude and significance. In financial year 2023, TUI has defined a new principal risk ‘Climate change impacting our business model’.
For more information on the relative magnitude and significance compared to other risks, see overview on page 39 in the Risk Report.
b)
Describe the organisation’s processes
for managing climate-related risks.
Within the framework of TUI’s integrated approach, the key business segments and climate risk owners work together in the management of
climate-related risks and opportunities.
In addition, specialists in the Group Sustainability team coordinate climate-relevant activities and support and facilitate the management of
climate risks and opportunities within the Group.
When necessary, the
GEC deals with climate-related issues at board level.
c) Describe how processes for
identifying, assessing, and managing
climate-related risks are integrated
into the organisation’s overall risk
management.
Our systematic risk management process has identified sustainability risks including climate-related risks. The existing risk categories and defi-
nitions of our risk management framework have been used to assess and integrate the climate risks into our
ERM. For further details on the
risk management process please refer to page 35 in the Risk Report.
Whilst the impact of some risks is medium to long term, the Group Risk Management time horizon is short to medium, covering the economic
lifetime of an investment at a maximum. The climate change risk assessment has also highlighted risks and opportunities where the impact falls
beyond the risk management time horizon. Nevertheless, all major climate-related risks and opportunities from this assessment will be covered
by the Group’s Risk Management process and will be managed. Where the impact of risks or chances detected in the assessment is in far
future, they will be continuously monitored. Moreover, we see additional value in early identification to ensure risks are managed effectively
and opportunities are capitalised on.
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TCFD RECOMMENDATION TUI APPROACH
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
econo
my. As a global tourism group, our business model inherently leads to a significant emission of greenhouse gases. In alignment with our
reduction strategy, low emissions are the cornerstone for our pathway. This is reflected in our currently used metrics to assess climate related
risks and opportunities.
TUI is continuously working on improving its metrics and targets to ensuring an effective steering of the most material
climate related risks and opportunities. Following the larger scale use of
SAF, we will further develop our metrics to reflect the impact on CO
2
emissions. Emissions from TUI’s airline, cruises and hotel segments represent 99 % of the Group’s emissions. Within our asset portfolio our
airline emis
sions represent roughly 75 % 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.
TUI has considered the cross-sector risks Following the larger scale use of
SAF, we will further develop our metrics to reflect the impact on CO
2
emissions. TUI currently does not have an internal carbon pricing mechanism.
For the reasons outlined above, CO
2
emissions form our key metric to assess climate related risks and opportunities.
b) Scope 1, Scope 2, and, Scope 3
greenhouse gas emissions and the
related risks
In financial year 2023,
TUI Group’s total absolute emissions were largely stable year-on-year at an increase of 1 %. In aviation, emission
reductions were partly due to the sale of the stake in Sunwing. In Cruises, the increase was driven by the continued recovery of business after
the
COVID-19 pandemic and the inclusion of our river cruises segment in reporting. Scope 3 emissions reflect the expansion of the reporting
framework, in particular due to the inclusion of
WTT (well-to-tank) emissions from marine cruise fuel and jet fuel.
Carbon dioxide emissions (CO
2
)
tons 2023 2022
Var. %
Airlines 4,218,553 4,331,628 – 2.6
Cruises 899,790 762,942 + 17.9
Hotels 805,541 767,049
1
+ 5.0
Major premises / shops 14,890 14,251 + 4.5
Ground transport 14,413 13,144 + 9.7
Scope 3 (indirect emissions from TUI’s value chain)
3
1,239,493 1,232,804
2
+ 0.5
Total 7,192,680 7,121,818 + 1.0
1
Previous year adjusted due to inclusion of refrigerant gases
2
Previous year adjusted due to extended reporting scope
3
With reference to the Greenhouse Gas Protocol, TUI Group currently includes Scope 3 emissions from the production of office paper and printed bro
chures,
well-to-tank emissions from fuel consumption of aircraft, ships, hotels and ground transport, the distribution of electricity (hotels), waste and water
treatment (hotels), employee business travel with third-party airlines and rail, and employee commuting. The current scope of the reported Scope 3 emissions
therefore does not yet fulfil all the requirements of the Corporate Value Chain (Scope 3) Accounting and Reporting Standard.
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Carbon dioxide emissions (CO
2
), Scope 1 – 3
tons 2023 2022
Var. %
Scope 1 5,416,692 5,395,049 + 0.4
Scope 2 536,495 493,965 + 8.6
Scope 3 1,239,493 1,232,804 + 0.5
With reference to the Greenhouse Gas Protocol,
TUI Group currently includes Scope 3 emissions from the production of office paper and
printed brochures, well-to-tank emissions from fuel consumption of aircraft, ships, hotels and ground transport, the distribution of electricity
(hotels), waste and water treatment (hotels), employee business travel with third-party airlines and rail, and employee commuting. The current
scope of the reported Scope 3 emissions therefore does not yet fulfil all the requirements of the Corporate Value Chain (Scope 3) Accounting
and Reporting Standard. For the validation of it’s
SBTi targets TUI assessed it’s total GHG inventory. Scope 3 emissions currently constitute
less than 40 % of the total
GHG inventory. Because of this, TUI is not obliged to set a standalone scope 3 target. Yet due to their significance
for the respective segments,
TUI included category 3.3. fuel and energy related activities in their targets for the segments Cruises and Airlines.
The corresponding emissions are currently reported. The current extent of the scope 3 reporting is explained above.
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Energy usage by business area
MWh 2023 2022
Var. %
Airlines 17,202,638 17,655,179 – 2.6
Cruises 3,507,396 2,962,423 + 18.4
Hotels 1,762,992 1,599,057 + 10.3
Major premises / shops 59,651 60,036 – 0.6
Ground transport 61,087 55,311 + 10.4
Total 22,593,764 22,332,006 + 1.2
More efficient flying
We already operate one of Europe’s most carbon-efficient airlines and aim to continually enhance our environmental performance. Our airline
emissions reduction targets by 2030 have been validated by the
SBTi. Our emission reduction roadmap for our aircraft fleet comprises the
following measures: additional capex on modern carbon-efficient aircraft, efficiency enhancement through operational measures and invest-
ments in sustainable aircraft fuels (
SAF).
In order to reduce emissions,
TUI Group has invested in state-of-the-art aircraft such as Boeing 787s and Boeing 737 Max aircraft. On average,
these planes are 20 % (787) and 16 % (737Max) more fuel-efficient than the aircraft they replace in
TUI’s fleet.
Moreover,
TUI fly Belgium added Embraer E195-E2 aircraft, highly efficient planes in the category of up to 150 seats, to its fleet. The aircraft
will operate on short- and medium-haul routes and reduce the carbon footprint by up to one third.
Environmental management systems and operational measures play a key role in implementing sustainability and further enhancing
TUI’s
climate efficiency. In financial year 2023, all
TUI airlines were certified under the internationally recognised ISO 14001:2015 standard. All
ISO14001 management systems used by individual TUI airlines were transferred to one single management system in the period under
review. The following examples illustrate the operational measures implemented to enhance efficiency:
• Flight operations, for instance single engine taxiing in and out, wind uplinks and optimised climb speeds and profiles
• Weight reduction, for instance carbon brakes and fly away kit (spare parts and tools)
• Fight planning optimisation, for instance alternate distance and minimum fuel programme
• Fuel management system to improve fuel analysis, identification of further savings potential and tracking of savings
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Sustainable aviation fuels (SAF) play a crucial role in reducing aviation emissions and are hence a key part of our emission reduction roadmap
to further improve airline carbon efficiency by 2030.
TUI cooperates with a number of partners to secure supplies of SAF. Examples include the
signing of a Memorandum of Understanding with the Spanish energy company
CEPSA. The partnership with CEPSA will focus on SAF fuels
generated from raw materials such as used cooking oils, non-food animal waste and biodegradable waste from various industries. This will
make it possible to reduce aircraft emissions by up to 80 % compared to conventional jet fuel. An additional Memorandum of Understanding
was signed with Shell.
In 2023, relative carbon emissions across our airlines decreased by 3.9 %. This improvement was largely due to higher load factors versus 2022
and our ongoing re-fleeting programme to replace older aircraft by new, more carbon-efficient aircraft.
Specific emissions are additionally shown in the form of
CO
2
equivalents (CO
2
e). Apart from carbon dioxide (CO
2
), these 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
2023 2022 Var. %
Specific fuel consumption l / 100 rpk
*
2.43 2.52 – 3.9
Carbon dioxide (CO
2
) – total t 4,218,553 4,053,745 + 4.1
Carbon dioxide (CO
2
) – specific kg / 100 rpk
*
6.11 6.36 – 3.9
* rpk=revenue passenger kilometer
TUI Airlines – Carbon intensity
g CO
2
/ rpk
*
2023 2022 Var. % g CO
2
e / rpk
*
TUI Airline fleet 61.1 63.6 – 3.9 61.7
TUI Airways 60.7 62.2 – 2.5 61.3
TUI fly Belgium 66.3 70.7 – 6.3 66.9
TUI fly Germany 60 64.4 – 6.8 60.5
TUI fly Netherlands 59.6 59.8 – 0.2 60.2
TUI fly Nordic 59.8 66.4 – 9.9 60.4
* rpk=Revenue Passenger Kilometre
We commissioned Verifavia to provide assurance on the carbon intensity metrics for financial year 2023 as shown in the above
table ‘TUI Airlines – CO
2
intensity’. The airline carbon data methodology document and the full assurance report are available at
www.tuigroup.com/en-en/responsibility/sustainability/reporting-downloads
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TCFD RECOMMENDATION TUI APPROACH
More sustainable cruising
We continue to focus on reducing the emissions of our cruise ships, delivering progress by investing in state-of-the-art technology to reduce
air emissions and in operational efficiency. Emission reduction roadmaps were drawn up for
TUI Cruises, Hapag-Lloyd Cruises and Marella
Cruises as part of our submission of 2030 targets for validation by the SBTi. Key levers include investments in fleet modernisation and efficiency
enhancement with a focus on shore power, route optimisation, energy efficiency enhancement and switching to alternative fuels.
TUI Cruises with its Mein Schiff and Hapag-Lloyd Cruises brands continues to operate a modern and technologically advanced fleet. The new-
builds in the fleet are equipped with state-of-the-art 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 contribute to a significant reduction in the carbon
footprint compared with vessels not equipped with those technologies.
In the period under review, essential steps were taken to reduce emissions generated by the Mein Schiff and Hapag-Lloyd Cruises fleet. The
Company will successively install the equipment required for shore power connection on all ships of the Mein Schiff fleet. In the period under
review, Mein Schiff1 was retrofitted during her scheduled dock period. Mein Schiff2 and Mein Schiff5 will follow in November2023 and in
January2024.
In summer 2023, both fleets successfully used shore power, e. g. in Kiel and Hamburg. During their scheduled dock periods, both ships, Mein
Schiff1 and Mein Schiff6, also obtained a new silicone coating to reduce resistance in the water so as to save fuel during the voyage.
In the period under review, the Company also successfully completed the first tests on the use of sustainable biofuels, with both Hanseatic
Inspiration and Mein Schiff4 successfully operating on biofuel blends on some voyages. The second-generation biofuel, which was bunkered
for the first time, is purely plant-based and mainly consists of cooking oil residues. This fuel is virtually free from sulphur oxides and in its pure
form offers a
CO
2
reduction of up to 90 % compared to fossil fuels.
Thanks to new exhaust gas treatment systems operated on all new vessels, the newbuilds in the Mein Schiff fleet also significantly reduce their
sulphur and nitrogen emissions. Use of these advanced emission purification systems goes beyond regulatory requirements. They are, for
instance, not only used in the designated emission control areas in the North and Baltic Seas, the English Channel and North America, but also
in other regions sailed by Mein Schiff such as the Mediterranean, the Orient, the Caribbean and Central America.
The Mein Schiff fleet is also setting another milestone for sustainable growth. Mein Schiff7 is currently under construction in the Meyer Turku
shipyard in Finland. The focus is on compliance with high maritime environmental standards by optimising the design in terms of energy
efficiency and the use of modern technologies to improve sustainability. The ship will feature equipment enabling her to run on green methanol
in future. She is scheduled for commissioning in 2024.
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TCFD RECOMMENDATION TUI APPROACH
The expedition ships in the Hapag-Lloyd Cruises fleet exclusively use low-sulphur marine gas oil with a sulphur content of 0.1 %. This reduces
sulphur emissions from these vessels by up to 80 % and particulate and soot emissions by up to 30 % versus the use of heavy fuel oil. All
Hapag-Lloyd Cruises ships have tributyltin-free underwater coatings, on-board seawater desalination systems to make drinking water and
biological sewage treatment systems for wastewater. Waste is separated on board prior to disposal on land by specialised companies in
accordance with international regulations (
MARPOL).
In financial year 2023, relative
CO
2
emissions in the Cruises segment declined by 23.7 %. This was due to a significant increase in load factors, as
the previous year’s figures were more strongly impacted by the effects of the pandemic. The amount of waste per cruise passenger night
decreased by 23 % to 8 litres, with freshwater consumption up by 24.2 % to 46 litres. Our reporting covers all ships operating under the Mein Schiff,
Hapag-Lloyd Cruises. Marella and
TUI River Cruises brands.
Cruises – carbon intensity
2023 2022
Var. %
Carbon dioxide (CO
2
)– relative kg / Cruise passenger night 101 132 – 23.7
Environmental protection in our hotels
Our hotels and hotel partners continue to focus on promoting the sustainability transformation across their operations. Each hotel plays an
important role in managing the impacts on the local community, the economy and the environment. Emission reductions remain our key
priority, and we have prepared comprehensive roadmaps and defined targets for 2030 for our Hotels & Resorts segment. These targets have
been validated by the
SBTi.
Our hotel portfolio is still growing and many of our hotels use green technology in order to improve their sustainability performance. The
generation of renewable energies from solar and wind power is a key element of the emission reduction roadmaps for our hotels, alongside
efficiency measures delivered through hotel refurbishment and standard-setting for new buildings.
Sustainable construction is an important tool for saving energy and cutting carbon emissions from hotels. In the financial year under review,
the Hotels & Resorts segment published Green Building Guidelines for the first time. They provide specific recommendations to our own hotels
and to our hotel partners for their construction and refurbishment projects. The Guidelines cover the key factors for reducing the ecological
footprint of construction and refurbishment projects and paring back water and energy consumption. They also cover aspects such as
monitoring systems, sustainability certifications and stakeholder communication. The Guidelines were reviewed by external experts from the
Fraunhofer IAO Institute.
For more information on the topic, please refer to: TUI Green Building Guidelines (online version): https://mediacenter.tui-info.com/onlinekataloge/
index.php?catalog=tui_greenbuildingguideline_gj2023_f#page_1
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STATEMENTS AND NOTES
METRICS AND TARGETS
TCFD RECOMMENDATION TUI APPROACH
Our TUI Global Hotel Awards 2023 placed a particular emphasis on sustainability. The award included categories reflecting TUI’s Sustainability
Agenda. The winners in these categories are selected by an external committee based on pre-defined criteria. In 2023,
TUI also granted an
award for sustainability innovation. Atlantica Hotels & Resorts was recognised for introducing new, sustainable technologies. Examples of this
commitment can be found on the Greek island of Rhodes, where the hotel company has invested in the latest solar panel technology, e-mobility
for electric cars and a water desalination plant.
We continued to drive forward the use of photovoltaic systems in our hotels to promote sustainable power generation. In cooperation with our
joint venture partners Riu, Grupotel and Atlantica, 19
PV systems with an output of almost 3,500 kWp were installed in Greece, Spain and the
Cape Verde Islands in financial year 2023.
Our hotels made further inroads towards a better ecological footprint in terms of emissions, water consumption and waste production. This
is the result of continual measures to improve our environmental performance alongside higher customer numbers and occupancy levels as
the pandemic subsided. The scope of the hotel
KPI-reporting is made up of TUI’s Hotels & Resorts portfolio. This includes owned, managed,
leased and franchised properties.
Hotels – Carbon intensity
2023 2022
Var. %
Carbon dioxide (CO
2
) – relative kg / guest night
12.4 13.8
*
– 9.8
* Previous year adjusted due to inclusion of refrigerant gases
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TCFD RECOMMENDATION TUI APPROACH
c) Targets used by TUI to manage
climate-related risks and opportunities
and its performance against targets
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 shaping a more
sustainable future for tourism.
We already operate some of the most efficient aircraft and cruise ships. Our commitment is to be industry-leading in achieving net-zero
emissions and we aim to achieve this target across our operations and supply chain by 2050 at the latest.
TUI has committed to the Science Based Targets initiative (SBTi) to reduce emissions in line with the latest climate science by 2030 for airlines,
cruises and hotels. The independent organisation has now checked and validated our reduction targets. It confirmed that they are in line with
the latest climate science. Our intensity and absolute targets are:
• Reduction of airline gCO
2
e per revenue passenger kilometer by 24 % by 2030
1, 3
• Reduction of absolute tCO
2
e from our own cruise operations by 27.5 % by 2030
1, 3
• Reduction of absolute tCO
2
e from TUI Hotels & Resorts own operations by 46.2 % by 2030
2, 3
1
Baseline 2019. Level of ambition well below 2 °C. CO
2
e = CO
2
equivalents. Apart from carbon dioxide (CO
2
), emissions include the other five greenhouse
gases impacting the climate as listed in the Kyoto Protocol: methane (CH), nitrous oxide (NO), hydro-fluorocarbons (HFCs), perfluorocarbons (PFCs)
and Sulphur hexafluoride (SF). TUI Group’s science-based targets commitments include well-to-wake emissions for our airline and cruise operations
(emissions from aviation and marine fuel, scope 1 and scope 3, category 3).
2
Baseline 2019. Level of ambition 1.5 °C. For our hotels, the commitment includes emissions from all energy sources plus refrigerant gases (scope 1 and 2).
3
Airline, cruise and hotel GHG emissions figures published in the FY23 Non-Financial Declaration do not match the scope, boundaries or reporting methodology
of our science-based targets. Therefore inferences of progress towards achieving SBTs based on figures in this or previous Non-Financial Declarations should
not be made.
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STATEMENTS AND NOTES
Integrity & Compliance
Anti-corruption and bribery
In implementing our business activities, and along our supply chain, compliance with many national and in
ter-
national 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 the completed financial year, Integrity & Compliance focused on the core areas of, implementation of the
new legal requirements set out in the German Act on Corporate Due Diligence Obligations in Supply Chains
and the German Whistleblower Protection Act, training and risk analysis.
In the financial year under review, mandatory online training courses were provided on the Integrity Pass
port
(for all employees) and Fair Competition (for all employees in Finance, Legal, Purchasing, Procurement,
Cor
porate & External Affairs and Aviation). For selected groups of employees, in-person training sessions
with an anti-trust law expert were carried out to facilitate more in-depth discussions of specific legal ques
tions
with employees. As sanctions have remained an important topic, an online training session on sanctions was
rolled out by the end of the financial year.
In order to comply with the obligations arising from the German Supply Chain Due Diligence Act and Whis
tle-
blower Protection Act, the whistleblowing system was opened up to third parties to provide an additional
channel for raising concerns confidentially and anonymously. The rules of procedure are available on TUI
Group’s
website. In addition, the Integrity & Compliance team, in collaboration with other relevant stakeholders, has
drafted contractual clauses to reflect the obligations set out in the Supply Chain Due Diligence Act with
regard to human rights and environmental matters, and, where appropriate, to pass on these obligations to
business partners and suppliers.
Furthermore, a pilot risk analysis was implemented for selected TUI Group companies in the completed
fi
nancial year. The risk assessment was carried out by means of a revised survey and a newly developed
weighted assessment matrix which automatically calculates the risk score for each region / segment.
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.
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 documenta
tion
of roles, responsibilities and processes in these areas.
The Compliance Management System applies to TUIAG and all companies majority-owned, directly or
indirectly, by TUIAG, whether domestic or foreign, and to any other shareholdings where management
control directly or indirectly lies with
TUIAG (‘Managed Group Companies’). Implementation of the Com-
pli
ance Management System is recommended for companies where management control does not lie with
TUIAG (‘Non-Managed Group Companies’).
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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INTEGRITY & COMPLIANCE STRUCTURE
The Chief Compliance Officer is responsible for drawing up, maintaining and developing our Compliance
Management System. He is supported by the Group Director Integrity & Compliance and the centralised
Integrity & Compliance team, forming part of Legal. All Compliance Officers are in close contact with local
management, who remain generally responsible for 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
cam
paigns
• Performing risk analyses 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 Integ
rity
Passport
• Providing training on the Integrity Passport and Fair Competition
•
Advising employees, primarily with regard to trade sanctions, anti-corruption & anti-bribery and fair
com
petition
•
Securing the necessary exchange of information between local management and the Integrity & Compli
ance
team
• Monitoring new national and international legislation
•
Providing regular reports to the Group Executive Committee and to the Audit Committee of the Super-
vi
sory 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
par
ticular, in our corporate value ‘Trusted’, appealing to our employees’ personal responsibility and their
honesty and sincerity in handling guests, fellow employees and other stakeholders.
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
in
sider 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
Suppliers’ Code of Conduct has been revised to reflect the Supply Chain Due Diligence Act which has en
tered
into force. Legal obligations resulting from the Act that must be observed in our own business operations
and in the supply chain have been incorporated or set out in more detail. This places our business relation
ships
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
is
sues, including how to react to gifts and hospitality and fair competition. In the financial year under review,
the Group Policy on Trade Sanctions was updated and adjusted to existing processes within
TUI Group.
INTEGRITY & COMPLIANCE – RISK ANALYSIS
Integrity & Compliance performed a pilot risk analysis for eight TUI Group companies across all regions and
segments. The responsible Compliance Officers selected the companies on a risk based approach. The crite
ria
applied included the revenues, business activities, headcount, business location and headquarters of the
companies. The risk assessment was performed by means of a revised survey and a newly developed weight
ed
assessment matrix which automatically calculates the risk score for each region / segment. The survey
comprises general and specific questions, e. g. on use of the SpeakUp Line and the Gifts & Hospitality
Reg
ister, the business environment and incident management. The individual companies cooperated closely
with local management in answering the questions and assessing the risks. Additional objective criteria
in
cluded the corruption perception index, number of training programmes and number of reported and
confirmed incidents. On that basis, risk scores were calculated for each individual company. The risks deter-
mined in this way proved moderate. Where necessary, risk mitigation measures were adopted.
TUI Group is
planning to roll out this risk analysis across the Group in order to further enhance the determination of risks
and the identification of mitigation measures for
TUI Group.
155
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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 grad
ed
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 corpo
rate
values, is mandatory for all employees and executives. The online training on ‘Fair Competition’ was rolled
out for risk groups within
TUI. To enable Legal and Procurement to deal with the topic in depth and engage
in dialogue on specific legal questions, training programmes were offered and implemented by a lawyer
specialising in competition law and compliance. Other training schemes with their own specific focus ad
dressed
anti-corruption and the appropriate handling of gifts and hospitality to raise awareness of the risk-related
challenges employees might face. As sanctions remain an important topic, an online training programme was
rolled out by the end of the financial year.
WHISTLEBLOWER SYSTEM: SPEAKUP LINE
TUI offers its employees a Group-wide whistleblower system to enable indications of 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. In accordance with the requirements of
the Supply Chain Due Diligence Act and the
EU Whistleblowing Directive, it has been opened up for third
parties outside
TUI Group. 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 & Compli
ance
team, and is investigated and handled in conjunction with different departments, depending on the issue at
stake.
The opening of the whistleblowers system to third parties, has significantly increased the number of reports
received. In the financial year under review, a total of 117 reports on compliance issues (in 2022 43 reports)
were received through the SpeakUp Line. Apart from the SpeakUp Line, employees also used the opportu
nity
to report infringements through other channels e. g. directly to their line managers, the local Compliance
contact or the Compliance Mailbox, which is also available externally. A further 29 reports (in 2022 26 re
ports)
were received through these channels. They were followed up whenever there were any indications suggest
ing
potential infringements of internal policies or the law. Out of the 146 reports (in 2022 69 reports) submitted
in total, 78 cases (in 2022 30 cases) initially presented prima facie indications of a Compliance infringement,
leading to further investigations, which in ten cases (in 2022 eight cases) resulted in further measures.
Regarding infringements of human rights or environmental requirements under the Supply Chain Due Dili
gence
Act, 31 reports have been received through the SpeakUp Line since 1January2023. In 18 cases, employees
used the opportunity to report infringements directly to their line managers, the local Compliance contact
or the Compliance Mailbox. Out of the 49 reports submitted in total, 49 cases initially presented prima
facie indications of an infringement, leading to further investigations, which in four cases resulted in
further
meas
ures.
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.
Business partners were checked against international 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 cas
es
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. In addition, in financial year 2023 we
have reported 15 data breaches in accordance with Art. 33
GDPR. However, no fines are imposed so far.
156
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
181
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial Statements
182 Consolidated Income Statement
182 Earnings per share
182 Consolidated Statement of Comprehensive Income
183 Consolidated Statement of Financial Position
184 Consolidated Statement of Changes in Equity
186 Consolidated Cash Flow Statement
187 Notes
187 Principles and Methods underlying the
Consolidated Financial Statements
206 Segment Reporting
210 Notes to the Consolidated Income Statement
217 Notes to the consolidated statement of financial position
274 Notes to the Cash Flow Statement
275 Other Notes
287 Responsibility Statement by Management
288 Independent Auditor’s Report
294 Report of the Independent Practitioner Regarding
the consolidated non-financial statement
296 Forward-Looking Statements
4
182
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
182 Consolidated Income
Statement
182 Earnings per share
182 Consolidated Statement
of Comprehensive Income
183 Consolidated Statement
of Financial Position
184 Consolidated Statement
of Changes in Equity
186 Consolidated Cash Flow
Statement
187 Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Consolidated Financial Statements
| Consolidated Income Statement of TUI AG | |||
| for the period from 1 Oct 2022 to 30 Sep 2023 | |||
€ million | Notes | 2023 | 2022 |
Revenue | (1) | ||
Cost of sales | (2) | ||
Gross profit | |||
Administrative expenses | (2) | ||
Other income | (3) | ||
Other expenses | (3) | ||
Impairment of financial assets | (41) | ||
Financial income | (4) | ||
Financial expenses | (5) | ||
Share of result of investments accounted for using the equity method | (6) | ||
| Impairment (+) / Reversals of impairment (–) of net investments in joint | |||
| ventures and associates | (6) | – | |
Earnings before income taxes | – | ||
Income taxes (expense [+], income [–]) | (7) | ||
Group profit / loss | – | ||
Group profit / loss attributable to shareholders of TUIAG | (8) | – | |
Group profit attributable to non-controlling interest | (9) |
Earnings per share * | |||
€ | Notes | 2023 | 2022 |
Basic earnings / loss per share | (10) | – | |
Diluted earnings / loss per share | (10) | – |
* Earnings per share for all periods presented were adjusted for the impact of the 10-for-1 reverse stock split in February 2023 as well as the
impact of the subscription rights issued in the capital increase on 24 April 2023.
| Consolidated Statement of Comprehensive Income of TUI AG | |||
| for the period from 1 Oct 2022 to 30 Sep 2023 | |||
€ million | Notes | 2023 | 2022 |
Group profit / loss | – | ||
Remeasurements of defined benefit obligations and related fund assets | – | ||
| Other comprehensive income of investments accounted | |||
| for using the equity method that will not be reclassified | |||
| Fair value profit / loss on investments in equity instruments | |||
designated as at FVTOCI | – | ||
| Income tax related to items that will not be reclassified | |||
| (expense [–], income [+]) | (11) | – | |
Items that will not be reclassified to profit or loss | – | ||
Foreign exchange differences | – | ||
Foreign exchange differences outside profit or loss | – | ||
Reclassification | – | ||
Cash flow hedges | |||
Changes in the fair value | |||
Reclassification | – | ||
Other comprehensive income of investments accounted for using the equity method that may be reclassified | |||
Changes in the measurement outside profit or loss | |||
| Income tax related to items that may be reclassified | |||
| (expense [–], income [+]) | (11) | – | – |
Items that may be reclassified to profit or loss | |||
Other comprehensive loss / income | – | ||
Total comprehensive income | |||
attributable to shareholders of TUIAG | |||
attributable to non-controlling interest |
183
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
182 Consolidated Income
Statement
182 Earnings per share
182 Consolidated Statement
of Comprehensive Income
183 Consolidated Statement
of Financial Position
184 Consolidated Statement
of Changes in Equity
186 Consolidated Cash Flow
Statement
187 Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Consolidated Statement of Financial Position of TUI AG as at 30 Sep 2023 | |||
€ million | Notes | 30 Sep 2023 | 30 Sep 2022 |
| Assets | |||
Goodwill | (12) | ||
Other intangible assets | (13) | ||
Property, plant and equipment | (14) | ||
Right-of-use assets | (15) | ||
Investments in joint ventures and associates | (16) | ||
Trade and other receivables | (17), (41) | ||
Derivative financial instruments | (41) | ||
Other financial assets | (41) | ||
Touristic payments on account | (18) | ||
Other non-financial assets | (19) | ||
Income tax assets | |||
Deferred tax assets | (20) | ||
Non-current assets | |||
Inventories | (21) | ||
Trade and other receivables | (17), (41) | ||
Derivative financial instruments | (41) | ||
Other financial assets | (41) | ||
Touristic payments on account | (18) | ||
Other non-financial assets | (19) | ||
Income tax assets | |||
Cash and cash equivalents | (22), (41) | ||
Assets held for sale | (23) | ||
Current assets | |||
Total asset s |
| Consolidated Statement of Financial Position of TUI AG as at 30 Sep 2023 | |||
€ million | Notes | 30 Sep 2023 | 30 Sep 2022 |
| Equity and liabilities | |||
Subscribed capital | (24) | ||
Capital reserves | (25) | ||
Revenue reserves | (26) | – | – |
Silent participation | (27) | ||
Equity before non-controlling interest | – | ||
Non-controlling interest | (29) | ||
Equity | |||
Pension provisions and similar obligations | (30) | ||
Other provisions | (31) | ||
Non-current provisions | |||
Financial liabilities | (32), (41) | ||
Lease liabilities | (32), (41) | ||
Derivative financial instruments | (41) | ||
Other financial liabilities | (33), (41) | ||
Other non-financial liabilities | (35) | ||
Income tax liabilities | |||
Deferred tax liabilities | (20) | ||
Non-current liabilities | |||
Non-current provisions and liabilities | |||
Pension provisions and similar obligations | (30) | ||
Other provisions | (31) | ||
Current provisions | |||
Financial liabilities | (32), (41) | ||
Lease liabilities | (32), (41) | ||
Trade payables | (41) | ||
Derivative financial instruments | (41) | ||
Other financial liabilities | (33), (41) | ||
Touristic advance payments received | (34) | ||
Other non-financial liabilities | (35) | ||
Income tax liabilities | |||
Current liabilities | |||
Liabilities related to assets held for sale | (36) | ||
Current provisions and liabilities | |||
Total equity, liabilities and provisions |
184
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
182 Consolidated Income
Statement
182 Earnings per share
182 Consolidated Statement
of Comprehensive Income
183 Consolidated Statement
of Financial Position
184 Consolidated Statement
of Changes in Equity
186 Consolidated Cash Flow
Statement
187 Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Consolidated Statement of Changes in Equity of TUI AG for the period from 1 Oct 2022 to 30 Sep 2023 | ||||||||||||
| Subscribed | Capital | Other | Foreign | Financial | Cash flow | Revaluation | Revenue | Silent | Equity before | Non- | To t a l | |
| capital | reserves | revenue | exchange | assets at | hedges | reserve | reserves | participation | non-controlling | controlling | ||
| € million | reserves | differences | FVTOCI | interest | interest | |||||||
Notes | (24) | (25) | (26) | (27) | (29) | |||||||
Balance as at 1 Oct 2021 | – | – | – | – | – | – | – | |||||
Dividends | – | – | ||||||||||
Coupon on silent participation | – | – | – | – | ||||||||
Share-based payment schemes | – | – | – | – | ||||||||
Acquisition of own shares | – | – | – | |||||||||
Capital increase | ||||||||||||
Repayment of silent participation | – | – | – | |||||||||
Group loss for the year | – | – | – | – | ||||||||
Foreign exchange differences | – | |||||||||||
Financial assets at FVTOCI | – | – | – | – | ||||||||
Cash flow hedges | ||||||||||||
Remeasurements of defined benefit obliga- tions and related fund assets | ||||||||||||
| Other comprehensive income of investments | ||||||||||||
| accounted for using the equity method | – | |||||||||||
Taxes attributable to other comprehensive income | – | – | – | – | – | |||||||
Other comprehensive income | – | |||||||||||
Total comprehensive income | – | – |
Table continues on next page
Consolidated Statement of Changes in Equity
185
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
182 Consolidated Income
Statement
182 Earnings per share
182 Consolidated Statement
of Comprehensive Income
183 Consolidated Statement
of Financial Position
184 Consolidated Statement
of Changes in Equity
186 Consolidated Cash Flow
Statement
187 Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Consolidated Statement of Changes in Equity of TUI AG for the period from 1 Oct 2022 to 30 Sep 2023 | ||||||||||||
| Subscribed | Capital | Other | Foreign | Financial | Cash flow | Revaluation | Revenue | Silent | Equity before | Non- | To t a l | |
| capital | reserves | revenue | exchange | assets at | hedges | reserve | reserves | participation | non-controlling | controlling | ||
| € million | reserves | differences | FVTOCI | interest | interest | |||||||
Notes | (24) | (25) | (26) | (27) | (29) | |||||||
Balance as at 30 Sep 2022 | – | – | – | – | – | |||||||
Dividends | – | – | ||||||||||
Coupon on silent participation | – | – | – | – | ||||||||
Capital increase | ||||||||||||
Capital reduction | – | |||||||||||
WSF repurchase agreement | – | – | – | – | – | – | ||||||
Group profit for the year | ||||||||||||
Foreign exchange differences | – | – | – | – | – | – | – | |||||
| Financial assets at FVTOCI | ||||||||||||
Cash flow hedges | ||||||||||||
Remeasurements of defined benefit obliga- tions and related fund assets | – | – | – | – | – | |||||||
| Other comprehensive income of investments | ||||||||||||
| accounted for using the equity method | ||||||||||||
Taxes attributable to other comprehensive income | – | |||||||||||
Other comprehensive income | – | – | – | – | – | |||||||
Total comprehensive income | – | |||||||||||
Balance as at 30 Sep 2023 | – | – | – | – |
Continued from previous page
186
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
182 Consolidated Income
Statement
182 Earnings per share
182 Consolidated Statement
of Comprehensive Income
183 Consolidated Statement
of Financial Position
184 Consolidated Statement
of Changes in Equity
186 Consolidated Cash Flow
Statement
187 Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Consolidated Cash Flow Statement of TUI AG for the period from 1 Oct 2022 to 30 Sep 2023 | |||
€ million | Notes | 2023 | 2022 |
Group profit / loss | – | ||
Depreciation, amortisation and impairment (+) / write-backs (–) | |||
Other non-cash expenses (+) / income (–) | – | – | |
Interest expenses | |||
Dividends from joint ventures and associates | |||
Profit (–) / loss (+) from disposals of non-current assets | – | ||
Increase (–) / decrease (+) in inventories | – | – | |
Increase (–) / decrease (+) in receivables and other assets | – | – | |
Increase (+) / decrease (–) in provisions | – | – | |
Increase (+) / decrease (–) in liabilities (excl. financial liabilities) | |||
Cash inflow from operating activities | (43) | ||
Payments received from disposals of property, plant and equipment and intangible assets | |||
Payments received / made from disposals of consolidated companies (less disposals of cash and cash equivalents due to divestments) | – | ||
Payments received from disposals of other non-current assets | |||
Payments made for investments in property, plant and equipment and intangible assets | – | – | |
Payments made for investments in consolidated companies (less cash and cash equivalents received due to acquisitions) | |||
Payments made for investments in other non-current assets | – | – | |
Cash outflow from investing activities | (44) | – | – |
Payments received from capital increase by issuing new shares | |||
Payments made for repayment of the silent participation | – | ||
Payments made for the repurchase of equity instruments | – | ||
Payments made for acquisition of own shares | – | ||
| Dividends | |||
Coupon on silent participation | – | – | |
Subsidiaries to non-controlling interest | – | ||
Payments received from the raising of financial liabilities | |||
Transaction costs related to loans and borrowings | – | – | |
Payments made for redemption of loans and financial liabilities | – | – | |
Payments made for principal of lease liabilities | – | – | |
Interest paid | – | – | |
Cash outflow from financing activities | (45) | – | – |
Net change in cash and cash equivalents | |||
Development of cash and cash equivalents | (46) | ||
Cash and cash equivalents at beginning of period | |||
Change in cash and cash equivalents due to exchange rate fluctuations | |||
Net change in cash and cash equivalents | |||
Cash and cash equivalents at end of period | |||
of which included in the balance sheet as assets held for sale |
187
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Notes
Principles and Methods underlying the Consolidated Financial Statements
188
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Newly applied standards in financial year 2023 | |||
Standard | Applicable from | Amendments | Impact on financial statements |
| Amendments to IAS 37 | 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 | No material impacts. |
| Onerous Contracts | 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. | |||
| Amendments to IAS 16 | 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 | No impacts. |
| Proceeds before Intended Use | 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. | |||
| Amendments to IFRS 3 | 1 Jan 2022 | The amendments update a reference to the Conceptual Framework in IFRS 3 without changing the accounting requirements for business | No impacts. |
| Reference to the Conceptual Framework | combinations. | ||
| Various | 1 Jan 2022 | The amendments resulting from the Annual Improvements 2018 – 2020 Cycle include small amendments to IFRS 1, IFRS 9, IAS 41, and the | No material impacts. |
amendments to IFRS (2018 – 2020) | Illustrative Examples accompanying IFRS 16. | ||
| Amendments to IAS 12 | Immediately or, | The amendments to IAS 12 (endorsement during the preparation period) introduce a temporary recognition exception for the accounting of | No material impacts. |
| International Tax Reform – | respectively, | deferred taxes as part of the implementation of the global minimum taxation (so-called ‘Pillar Two’ regulations of the OECD). This is intended to | |
| Pillar Two Model Rules | 1 Jan 2023 | help ensure the consistency of the financial statements and facilitate the implementation of the regulations. This recognition exception is applicable | |
with immediate effect according to the IASB requirements. |
Going concern reporting according to the UK Corporate Governance Code
| Net debt | |||
€ million | 30 Sep 2023 | 30 Sep 2022 | Var. % |
Financial debt | 1,297.0 | 2,051.3 | – 36.8 |
Lease liabilities | 2,918.1 | 3,207.5 | – 9.0 |
Cash and cash equivalents | 2,060.3 | 1,736.9 | + 18.6 |
Short-term interest-bearing investments | 48.6 | 85.8 | – 43.3 |
Net debt | 2,106.2 | 3,436.2 | – 38.7 |
189
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
190
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
191
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Development of the group of consolidated companies* | |||
| and the Group companies measured at equity | |||
| Consolidated | Associates | Joint ventures | |
| subsidiaries | |||
Number at 30 Sep 2022 | 268 | 17 | 27 |
Additions | 4 | 4 | – |
Incorporation | 1 | 2 | – |
Demerger | 1 | – | – |
Acquisition | 2 | 1 | – |
Start / expansion of business operations | – | 1 | – |
Disposals | 6 | 1 | – |
Liquidation | 2 | – | – |
Merger | 4 | 1 | – |
Change in ownership stake | – | – | – |
Number at 30 Sep 2023 | 266 | 20 | 27 |
| * excl. TUI AG |
192
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 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
hen-
sive income. As at 30September2023, TUI Group had granted loans of this type in particular to hotel
com
panies in North Africa.
| Exchange rates of currencies of relevance to TUI Group | ||||
Closing rate | Annual average rate | |||
1 € equivalent | 30 Sep 2023 | 30 Sep 2022 | 2023 | 2022 |
Sterling | 0.87 | 0.88 | 0.87 | 0.85 |
US dollar | 1.06 | 0.98 | 1.07 | 1.09 |
Swiss franc | 0.97 | 0.96 | 0.98 | 1.02 |
Swedish krona | 11.55 | 10.95 | 11.34 | 10.43 |
193
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
194
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| 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 13 years |
Customer base as at acquisition date | 7 to 15 years |
195
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Useful lives of property, plant and equipment | |
| Useful lives | |
Hotel buildings | 30 to 50 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 |
196
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
197
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
198
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
199
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
200
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Summary of selected measurement bases | |
Item in the statement of financial position | Measurement base |
| Assets | |
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 cash flows) | |
Derivative financial instruments | At fair value through profit or loss |
Cash and cash equivalents | At amortised cost or at fair value through profit or loss |
Inventories | Lower of cost and net realisable value |
Touristic prepayments | At cost (or lower recoverable amount) |
| Liabilities and Provisions | |
Provision for pensions | Projected unit credit method |
Other provisions | Present value of the settlement amount |
201
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
202
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
203
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
204
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
205
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
206
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
207
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| * | ||||||
Underlying EBIT by segment * | ||
€ million | 2023 | 2022 |
Hotels & Resorts | 549.5 | 480.3 |
Cruises | 236.0 | 0.8 |
TUI Musement | 36.0 | 23.7 |
Holiday Experiences | 821.5 | 504.7 |
Northern Region | 71.5 | – 101.6 |
Central Region | 88.1 | 74.6 |
Western Region | 81.1 | – 31.5 |
Markets & Airlines | 240.6 | – 58.6 |
All other segments | – 84.8 | – 37.4 |
Total | 977.2 | 408.7 |
| * Due to the resegmentation of Future Markets from All other segments to Hotels & Resorts, TUI Musement | ||
| and Central Region in the current financial year, previous periods have been adjusted. |
208
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Reconciliation to underlying EBIT of TUI Group | ||
€ million | 2023 | 2022 |
Earnings before income taxes | 551.2 | – 145.9 |
| plus: Net interest expense (excluding expense / income from measurement | ||
| of interest hedges) | 432.6 | 478.9 |
plus: Expense / less income from measurement of interest hedges | 15.6 | – 13.0 |
EBIT | 999.3 | 320.0 |
| Adjustments: | ||
less / plus: Separately disclosed items | – 45.8 | 58.7 |
plus: Expense from purchase price allocation | 23.7 | 30.1 |
Underlying EBIT | 977.2 | 408.7 |
Other segmental information * | ||||||||||
| Amor tisation (+), depreciation (+), | Thereof impairment of intangible | Thereof reversal of impairment | Thereof amortisation / depreciation | Share of result of | ||||||
| impairment (+) and write-backs (–) | assets and property, plant, | losses on intangible assets and | of intangible assets and | joint ventures and associates | ||||||
| of other intangible assets, property, | equipment and right-of-use assets | property, plant, equipment and | property, plant, equipment and | |||||||
| plant and equipment, right-of-use | right-of-use assets | right-of-use assets | ||||||||
| assets and investments | ||||||||||
€ million | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| Hotels & Resorts | 184.9 | 208.7 | 25.0 | 62.6 | 21.7 | 30.6 | 181.5 | 176.7 | 105.3 | 94.0 |
Cruises | 65.4 | 54.6 | – | – | 11.6 | 15.2 | 77.0 | 69.8 | 174.2 | 41.4 |
TUI Musement | 35.3 | 33.0 | 1.7 | 1.2 | – | – | 33.6 | 31.7 | 13.2 | 7.5 |
Holiday Experiences | 285.6 | 296.3 | 26.7 | 63.8 | 33.3 | 45.8 | 292.2 | 278.3 | 292.7 | 142.9 |
Northern Region | 296.0 | 328.1 | 2.2 | 4.1 | 1.3 | 3.6 | 295.1 | 327.6 | 112.8 | – 46.2 |
Central Region | 97.2 | 111.2 | 0.7 | 5.7 | 0.1 | 0.8 | 96.5 | 106.2 | 1.1 | 3.8 |
Western Region | 142.2 | 144.6 | 0.6 | – | – | – | 141.6 | 144.6 | 0.3 | – |
Markets & Airlines | 535.5 | 583.9 | 3.6 | 9.8 | 1.3 | 4.5 | 533.3 | 578.5 | 114.3 | – 42.3 |
All other segments | 38.0 | 3.1 | 37.4 | 0.2 | – | 0.1 | 0.6 | 3.1 | 0.2 | 0.2 |
Total | 859.1 | 883.4 | 67.7 | 73.9 | 34.6 | 50.4 | 826.1 | 859.8 | 407.2 | 100.7 |
| * Due to the resegmentation of Future Markets from All other segments to Hotels & Resorts, TUI Musement | ||||||||||
| and Central Region in the current financial year, previous periods have been adjusted. |
209
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Key figures by region | ||||
| External revenue by | Non-current | |||
| customer location | assets | |||
€ million | 2023 | 2022 | 2023 | 2022 |
Germany | 5,699.1 | 4,555.2 | 276.3 | 257.8 |
United Kingdom | 7,475.8 | 6,103.1 | 3,756.0 | 3,829.3 |
Spain | 175.6 | 145.5 | 564.3 | 551.4 |
Other Europe | 6,653.7 | 5,357.9 | 482.6 | 483.7 |
North and South America | 494.8 | 293.7 | 733.8 | 728.4 |
Rest of the world | 166.9 | 89.6 | 1,141.4 | 1,196.1 |
Total | 20,665.9 | 16,545.0 | 6,954.4 | 7,046.7 |
210
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Notes to the Consolidated Income Statement
In the completed financial year, the TUI Group’s business volume was significantly higher than in financial
year 2022, which was still impacted by travel restrictions to contain
COVID-19, in particular in the first half.
Moreover, the
TUI Group’s performance is subject to significant seasonality due to the tourism business
being characterised by the winter and summer travel months.
211
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
External revenue allocated by destinations for the period from 1 Oct 2022 to 30 Sep 2023 * | |||||||||
| Spain | Other | Caribbean, | North Africa & | Rest of Africa, | Other | 2023 | Other | 2023 | |
| (incl. Canary | European | Mexico, | Turkey | Ind. Ocean, | countries | Revenues from | To t a l | ||
| Islands) | destinations | USA & Canada | Asia | contracts with | |||||
| € million | customers | ||||||||
Hotels & Resorts | 358.9 | 89.0 | 314.9 | 91.2 | 178.6 | – | 1,032.5 | – | 1,032.5 |
Cruises | 232.0 | 179.5 | 244.6 | – | – | – | 656.1 | – | 656.0 |
TUI Musement | 111.0 | 251.1 | 187.5 | 39.1 | 128.0 | 53.3 | 770.0 | – | 770.0 |
Holiday experiences | 701.9 | 519.6 | 747.0 | 130.3 | 306.6 | 53.3 | 2,458.6 | – | 2,458.5 |
Northern Region | 2,246.3 | 2,384.9 | 1,292.7 | 1,175.2 | 604.9 | 13.3 | 7,717.3 | 5.5 | 7,722.9 |
Central Region | 2,037.2 | 2,254.1 | 341.5 | 1,803.7 | 886.1 | 5.3 | 7,327.8 | 1.9 | 7,329.7 |
Western Region | 819.7 | 902.5 | 540.9 | 568.5 | 290.5 | 16.6 | 3,138.7 | 4.1 | 3,142.8 |
Markets & Airlines | 5,103.2 | 5,541.5 | 2,175.1 | 3,547.4 | 1,781.5 | 35.2 | 18,183.9 | 11.5 | 18,195.4 |
All other segments | 0.3 | 11.1 | 0.5 | – | – | – | 11.9 | – | 11.9 |
Total | 5,805.4 | 6,072.2 | 2,922.6 | 3,677.7 | 2,088.1 | 88.5 | 20,654.4 | 11.5 | 20,665.9 |
* Due to the re-segmentation of Future Markets from All other segments to Hotels & Resorts, TUI Musement and Central Region in the current financial year, previous periods have been adjusted. |
External revenue allocated by destinations for the period from 1 Oct 2021 to 30 Sep 2022 * | |||||||||
| Spain | Other | Caribbean, | North Africa & | Rest of Africa, | Other | 2022 | Other | 2022 | |
| (incl. Canary | European | Mexico, | Turkey | Ind. Ocean, | countries | Revenues from | Total | ||
| Islands) | destinations | USA & Canada | Asia | contracts with | |||||
| € million | customers | ||||||||
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 | 99.9 | 203.2 | 129.1 | 37.0 | 63.3 | 45.9 | 578.4 | – | 578.4 |
Holiday experiences | 550.1 | 413.8 | 393.5 | 111.7 | 200.9 | 46.0 | 1,716.0 | – | 1,716.0 |
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 | 1,646.2 | 1,987.9 | 305.3 | 1,271.3 | 570.8 | 5.3 | 5,786.8 | 0.5 | 5,787.3 |
Western Region | 868.7 | 832.5 | 474.6 | 390.8 | 138.8 | 6.0 | 2,711.4 | 1.3 | 2,712.6 |
Markets & Airlines | 4,470.2 | 4,806.8 | 1,982.5 | 2,478.8 | 1,042.7 | 32.1 | 14,813.1 | 7.1 | 14,820.1 |
All other segments | 0.1 | 8.3 | 0.3 | – | – | – | 8.7 | – | 8.8 |
Total | 5,020.4 | 5,228.9 | 2,376.3 | 2,590.5 | 1,243.6 | 78.1 | 16,537.8 | 7.1 | 16,544.9 |
* Due to the re-segmentation of Future Markets from All other segments to Hotels & Resorts, TUI Musement and Central Region in the current financial year, previous periods have been adjusted. |
212
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
The touristic advance payments received (contract liabilities) are presented in Note 34.
| Government grants | ||
€ million | 2023 | 2022 |
Cost of Sales | 1.6 | 58.0 |
Administrative expenses | – 0.5 | 35.5 |
Total | 1.1 | 93.5 |
| Administrative expenses | ||
€ million | 2023 | 2022 |
Staff cost | 619.2 | 544.7 |
Rental and leasing expenses | 9.5 | 11.0 |
Depreciation, amortisation and impairment | 87.0 | 73.6 |
Others | 299.9 | 116.9 |
Total | 1,015.6 | 746.3 |
| Staff costs | ||
€ million | 2023 | 2022 |
Wages and salaries | 1,954.6 | 1,732.3 |
Social security contributions | 294.9 | 300.4 |
Pension costs | 108.8 | 109.2 |
Total | 2,358.3 | 2,141.9 |
213
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
The average annual headcount (excluding trainees) evolved as follows:
Average annual headcount in the financial year (excl. trainees) * | ||
2023 | 2022 | |
Hotels & Resorts | 24,442 | 21,766 |
Cruises | 75 | 63 |
TUI Musement | 8,965 | 6,983 |
Holiday Experiences | 33,482 | 28,812 |
Northern Region | 10,401 | 9,722 |
Central Region | 6,935 | 7,001 |
Western Region | 5,310 | 4,867 |
Markets & Airlines | 22,646 | 21,590 |
All other segments | 2,214 | 1,962 |
Total | 58,342 | 52,364 |
* Due to the re-segmentation of Future Markets from All other segments to Hotels & Resorts, TUI Musement and Central Region in the current financial year, previous periods have been adjusted. |
| Depreciation / amortisation / impairment | ||
€ million | 2023 | 2022 |
Depreciation and amortisation of other intangible assets, property, plant and equipment and right-of-use assets | 826.1 | 859.8 |
Impairment of other intangible assets, property, plant and equipment and right-of-use assets | 67.7 | 73.9 |
Total | 893.8 | 933.7 |
| Financial income | ||
€ million | 2023 | 2022 |
Bank interest income | 39.1 | 4.7 |
Other interest and similar income | 37.3 | 20.2 |
Income from the measurement of hedges | 0.5 | 1.4 |
Interest income | 76.9 | 26.3 |
Income from investments | 0.1 | 0.3 |
Income from the measurement of other financial instruments | 0.7 | – |
Foreign exchange gains | 9.9 | 9.3 |
Total | 87.6 | 35.9 |
214
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Financial expenses | ||
€ million | 2023 | 2022 |
Bank interest payable on loans and overdrafts | 29.7 | 15.2 |
Interest expenses on lease liabilities | 175.6 | 159.3 |
Net interest expenses from defined benefit pension plans | 10.5 | 6.6 |
Unwinding of discount on provisions | 25.4 | 10.1 |
Other interest and similar expenses | 267.8 | 293.1 |
Expenses relating to the measurement of hedges | 16.1 | 7.8 |
Interest expenses | 525.1 | 492.1 |
Expenses relating to the measurement of other financial instruments | 0.8 | 0.1 |
Foreign exchange losses | 7.7 | 17.3 |
Total | 533.6 | 509.5 |
| Breakdown of income taxes | ||
€ million | 2023 | 2022 |
| Current tax (expense [+] / income [–]) | ||
in Germany | 3.0 | – 15.7 |
abroad | 118.8 | 127.5 |
Deferred tax (expense [+] / income [–]) | – 26.3 | – 45.1 |
Total | 95.5 | 66.7 |
215
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Reconciliation of expected to actual income taxes | ||
€ million | 2023 | 2022 |
Earnings before income taxes | 551.2 | – 145.9 |
Expected income tax (current year 31.5 %, previous year 31.5 %) | 173.6 | – 46.0 |
Effect from the difference of the actual tax rates to the expected tax rates | – 14.9 | 35.4 |
Changes in tax rates and tax law | 27.3 | 23.0 |
Income not taxable | – 236.4 | – 61.8 |
Expenses not deductible | 92.4 | 30.5 |
Effects from loss carryforwards | 59.3 | 89.5 |
Temporary differences for which no deferred taxes were recognised | 1.2 | – 15.0 |
Deferred and current income tax relating to other periods (net) | – 18.8 | 31.8 |
Other differences (expense [+] / income [–]) | 11.8 | – 20.7 |
Income taxes | 95.5 | 66.7 |
(8) Group result attributable to shareholders of TUIAG
In financial year 2023, the share in the Group result attributable to TUI AG shareholders increased from
€ – 277.3 m in the prior year (share in group loss) to € 305.8 m (share in group profit).
| Earnings per share | |||
2023 | 2022 | ||
Group profit / loss for the year attributable to shareholders of TUI AG | € million | 305.8 | – 277.3 |
Weighted average number of shares | 384,257,173 | 273,082,806 * | |
Basic earnings per share | € | 0.80 | – 1.02 |
| * Previous year adjusted |
| Diluted Earnings per share | |||
2023 | 2022 | ||
Group profit / loss for the year attributable to shareholders of TUI AG | € million | 305.8 | – 277.3 |
Weighted average number of shares | 384,257,173 | 273,082,806 * | |
Weighted average number of shares (diluted) | 406,363,829 | 273,082,806 * | |
Diluted earnings per share | € | 0.75 | – 1.02 |
| * Previous year adjusted |
216
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Tax effects relating to other comprehensive income | ||||||
2023 | 2022 | |||||
€ million | Gross | Tax effect | Net | Gross | Tax effect | Net |
Foreign exchange differences | – 65.6 | – | – 65.6 | 206.1 | – | 206.1 |
Cash flow hedges | 169.3 | – 37.1 | 132.2 | 110.7 | – 28.5 | 82.2 |
| Remeasurements of benefit | ||||||
| obligations and related fund | ||||||
| assets | – 241.3 | 47.6 | – 193.7 | 245.5 | – 71.8 | 173.7 |
| Changes in the measurement | ||||||
of companies measured at equity outside profit or loss | 2.7 | – | 2.7 | 17.0 | – | 17.0 |
Fair value gain / loss on invest- ments in equity instruments | ||||||
designated as at FVTOCI | 23.7 | – | 23.7 | – 1.2 | – | – 1.2 |
Other comprehensive income | – 111.2 | 10.5 | – 100.7 | 578.1 | – 100.3 | 477.8 |
217
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Notes to the consolidated statement of financial position
| Goodwill | ||
€ million | 2023 | 2022 |
| Historical cost | ||
Balance as at 1 Oct | 3,444.9 | 3,469.5 |
Exchange differences | 2.2 | – 24.6 |
Disposals | – 19.5 | – |
Reclassification as assets held for sale | – 2.3 | – |
Balance as at 30 Sep | 3,425.3 | 3,444.9 |
| Impairment | ||
Balance as at 1 Oct | – 474.3 | – 476.4 |
Exchange differences | – 1.8 | 2.1 |
Balance as at 30 Sep | – 476.1 | – 474.3 |
Carrying amounts as at 30 Sep | 2,949.2 | 2,970.6 |
| Goodwill per cash-generating unit | ||
€ million | 30 Sep 2023 | 30 Sep 2022 |
Northern Region | 1,185.1 | 1,204.7 |
Central Region | 502.4 | 502.5 |
Western Region | 412.3 | 412.3 |
Riu | 343.1 | 343.1 |
Marella Cruises | 294.3 | 288.8 |
TUI Musement | 167.3 | 171.4 |
Other | 44.7 | 47.8 |
Total | 2,949.2 | 2,970.6 |
218
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Parameters for calculation of the recoverable amount as at 30 Sep 2023 | ||||||||
| Planning | Growth | EBIT | Sustain- | WACC | Level | Carrying | Recov er- | |
| period in | rate | margin | able | in % | amount in | able | ||
| years | revenues | in % p. a. | growth | € million | amount in | |||
| in % p. a. | rate 4 in % | € million | ||||||
Northern Region | 3.00 | 13.2 | 1.9 | 0.5 | 11.60 | 3 | 641.7 | 2,221.4 |
Central Region | 3.00 | 8.6 | 1.9 | 0.5 | 11.60 | 3 | 212.0 | 1,327.5 |
Western Region | 3.00 | 6.2 | 2.3 | 0.5 | 11.60 | 3 | 180.5 | 673.6 |
| Riu | 3.00 | 4.8 | 29.5 | 1.0 | 9.05 | 3 | 2,391.3 | 3,238.3 |
| Marella Cruises | 3.00 | 4.6 | 12.1 | 1.0 | 10.70 | 3 | 828.0 | 956.1 |
TUI Musement | 3.00 | 12.3 | 4.6 | 1.0 | 9.52 | 3 | 477.3 | 722.9 |
| 1.4 to | 15.3 to | 9.05 to | 563.9 to | 618.0 to | ||||
Other | 3.00 | 3.0 | 20.0 | 1.0 | 10.33 | 3 | 746.0 | 810.2 |
| 1 | Those are groups of CGUs | |||||||
| 2 | Planned growth rate in revenues in % in relation financial year 2025 to financial year 2026 | |||||||
| 3 | EBIT-Margin for financial year 2026 | |||||||
| 4 | Growth rate of expected net cash inflows |
| Parameters for calculation of the recoverable amount as at 30 Sep 2022 | ||||||||
| Planning | Growth | EBIT | Sustain- | WACC | Level | Carrying | Recov er- | |
| period in | rate | margin | able | in % | amount in | able | ||
| years | revenues | in % p. a. | growth | € million | amount in | |||
| in % p. a. | rate 4 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 | 3.00 | 8.8 | 30.5 | 1.0 | 8.55 | 3 | 2,279.8 | 3,107.2 |
| Marella Cruises | 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 |
| 15.5 to | 8.55 to | 669.4 to | 711.8 to | |||||
Other | 3.00 | 2.3 to 4.3 | 21.3 | 1.0 | 9.21 | 3 | 812.3 | 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 |
219
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Sensitivities presenting potential changes of the recoverable amount | |||||||
| WACC | WACC | Sustainable | Sustainable | Cash inflow | Cash inflow | ||
+ 150 BPS | – 150 BPS | growth rate | growth rate | + 15 % | – 15 % | ||
| € million | € million | + 50 BPS | – 50 BPS | € million | € million | ||
| Sensitivity analysis Markets & Airlines | € million | € million | |||||
Northern Region | – 142.7 | 178.9 | 35.9 | – 32.8 | 333.2 | – 333.2 | |
Central Region | – 119.9 | 154.1 | 34.7 | – 31.7 | 203.1 | – 203.1 | |
Western Region | – 50.1 | 63.3 | 13.2 | – 11.9 | 101.0 | – 101.0 | |
| WACC | WACC | Sustainable | Sustainable | Cash inflow | Cash inflow | ||
+ 100 BPS | – 100 BPS | growth rate | growth rate | + 10 % | – 10 % | ||
| € million | € million | + 50 BPS | – 50 BPS | € million | € million | ||
| Sensitivity analysis Cruises | € million | € million | |||||
Marella Cruises 1 | – 86.6 | 106.3 | 41.5 | – 37.5 | 95.6 | – 95.6 | |
| WACC | WACC | Sustainable | Sustainable | Cash inflow | Cash inflow | ||
+ 100 BPS | – 100 BPS | growth rate | growth rate | + 10 % | – 10 % | ||
| € million | € million | + 50 BPS | – 50 BPS | € million | € million | ||
| Sensitivity analysis Hotels & Resorts and TUI Musement | € million | € million | |||||
Riu 1 | – 388.8 | 500.6 | 202.9 | – 179.1 | 323.8 | – 323.8 | |
TUI Musement | – 79.2 | 100.3 | 40.1 | – 35.6 | 79.5 | – 79.5 | |
Other | – 67.2 | to – 75.7 | 86.2 to 93.8 | 34.4 to 36.8 | – 30.3 to – 33.0 | 61.8 to 81.0 | – 61.8 to – 81.0 |
| 1 | Those are groups of CGUs | ||||||
| 2 | Sustainable growth rate of expected net cash inflows |
220
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Sensitivities presenting potential changes of the recoverable amount | ||
| Climate-related | Climate-related | |
| Sensitivity analysis Markets & Airlines | risks | chances |
Northern Region | – 160.0 | 160.0 |
Central Region | – 59.0 | 59.0 |
Western Region | – 90.0 | 90.0 |
| Climate-related | Climate-related | |
| Sensitivitätsanalyse Kreuzfahrten | risks | chances |
Marella Cruises * | – 11.5 | 11.5 |
| * Those are groups of CGUs |
221
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Other intangible assets | |||||||
| Computer software | |||||||
| Brands, | Internally | Acquired | Transport | Customer | Intangible assets in the | To t a l | |
| licenses and | generated | contracts | base | course of construction and | |||
| € million | other rights | Payments on account | |||||
| Historical cost | |||||||
Balance as at 1 Oct 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 |
Exchange differences | – 4.9 | 5.0 | 0.7 | 1.2 | – 0.2 | 2.6 | 4.4 |
Additions | 16.9 | 15.7 | 11.1 | – | – | 137.2 | 180.9 |
Disposals | – 2.0 | – 37.8 | – 34.5 | – | – | – 7.4 | – 81.7 |
Transfer | – | 106.5 | 13.7 | – | – | – 121.8 | – 1.6 |
Balance as at 30 Sep 2023 | 343.0 | 549.5 | 250.5 | 62.2 | 79.8 | 197.0 | 1,482.0 |
Table continues on next page
222
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Other intangible assets | |||||||
| Computer software | |||||||
| Brands, | Internally | Acquired | Transport | Customer | Intangible assets in the | To t a l | |
| licenses and | generated | contracts | base | course of construction and | |||
| € million | other rights | Payments on account | |||||
| Amortisation and impairment | |||||||
Balance as at 1 Oct 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 |
Impairment for the current year | – | – | – 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 |
Exchange differences | – 0.7 | – 3.3 | – 0.7 | – 1.0 | – 0.2 | 0.2 | – 5.7 |
Amortisation for the current year | – 14.4 | – 58.6 | – 29.0 | – 2.4 | – 3.5 | – | – 107.9 |
Impairment for the current year | – | – 37.1 | – 1.6 | – | – | – 1.0 | – 39.7 |
Disposals | 2.0 | 37.8 | 34.5 | – | – | 7.4 | 81.7 |
Transfer | – | – | 0.2 | – | – | – 0.2 | – |
Balance as at 30 Sep 2023 | – 228.7 | – 386.8 | – 203.1 | – 54.4 | – 63.0 | – 8.0 | – 944.0 |
Carrying amounts as at 30 Sep 2022 | 117.4 | 134.5 | 53.0 | 10.0 | 20.7 | 172.0 | 507.6 |
Carrying amounts as at 30 Sep 2023 | 114.3 | 162.7 | 47.4 | 7.8 | 16.8 | 189.0 | 538.0 |
Continued from previous page
223
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Property, plant and equipment | ||||||||
Hotels incl. land | Other buildings | Aircraft | Cruise ships | Other plant, operating and | Assets under | Payments | To t a l | |
| € million | and land | office equipment | construction | on account | ||||
Balance as at 1 Oct 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 |
Exchange differences | – 9.1 | 1.8 | – 22.2 | 12.8 | – 8.3 | – 4.7 | – 7.6 | – 37.3 |
Acquisitions | – | – | – | – | 0.2 | – | – | 0.2 |
Additions | 68.3 | 0.2 | 52.9 | – | 66.1 | 189.6 | 106.2 | 483.3 |
Disposals | – 57.8 | – 0.1 | – 68.3 | – 1.0 | – 101.8 | – 0.3 | – 36.6 | – 265.9 |
Transfer to assets held for sale | – 76.0 | 0.3 | – 31.8 | – 0.2 | – 12.8 | – 10.6 | – | – 131.1 |
Transfer | 206.8 | – 151.9 | 162.2 | 86.2 | 63.3 | – 192.8 | – 14.8 | 159.0 |
Balance as at 30 Sep 2023 | 2,726.7 | 50.8 | 614.9 | 792.7 | 1,272.6 | 151.9 | 159.9 | 5,769.5 |
Table continues on next page
224
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Property, plant and equipment | ||||||||
Hotels incl. land | Other buildings | Aircraft | Cruise ships | Other plant, operating and | Assets under | Payments | To t a l | |
| € million | and land | office equipment | construction | on account | ||||
| Depreciation and impairment | ||||||||
Balance as at 1 Oct 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 |
Impairment for the current year | – 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 |
Exchange differences | 6.0 | – | 4.4 | – 5.2 | 4.5 | – | – | 9.7 |
Depreciation for the current year | – 67.7 | – 1.2 | – 40.8 | – 63.5 | – 86.9 | – | – | – 260.1 |
Impairment for the current year | – 13.3 | – | – 0.6 | – | – 0.1 | – | – | – 14.0 |
Reversals of impairment losses | 16.4 | – | – | 11.6 | – | – | – | 28.0 |
Disposals | 57.6 | – | 34.7 | 0.4 | 101.1 | – | – | 193.8 |
Transfer to assets held for sale | 4.0 | – | 0.8 | – | 5.6 | – | – | 10.4 |
Transfer | 0.2 | 2.1 | – 92.1 | 0.1 | – 6.9 | – | – | – 96.6 |
Balance as at 30 Sep 2023 | – 790.4 | – 13.5 | – 273.4 | – 323.1 | – 887.8 | – | – 1.0 | – 2,289.2 |
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 |
Carrying amounts as at 30 Sep 2023 | 1,936.3 | 37.3 | 341.5 | 469.6 | 384.8 | 151.9 | 158.9 | 3,480.3 |
225
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 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 agreements
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.
226
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Right-of-use assets | |||||||
| Aircraft and | Hotels | Travel agencies | Buildings | Cruise ships | Other | To t a l | |
| € million | engines | ||||||
| Historical cost | |||||||
Balance as at 1 Oct 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 |
Exchanges differences | – 214.5 | – 10.1 | 2.0 | – 2.4 | 6.6 | – 0.2 | – 218.6 |
Additions | 112.1 | 10.5 | 14.8 | 6.0 | 144.1 | 23.1 | 310.6 |
Revaluations and modifications | 84.8 | 13.5 | 20.8 | 7.2 | – 1.0 | 0.6 | 125.9 |
Disposals | – 115.1 | – 45.4 | – 18.0 | – 2.7 | – | – 5.0 | – 186.2 |
Transfer | – 143.4 | – | – 0.2 | – 0.2 | – | – 7.5 | – 151.3 |
Balance as at 30 Sep 2023 | 3,604.0 | 435.7 | 263.5 | 191.0 | 375.8 | 93.2 | 4,963.2 |
| Depreciation and impairment | |||||||
Balance as at 1 Oct 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 |
Impairment for the current year | – | – 4.4 | – 3.4 | – | – 1.0 | – | – 8.8 |
Reversals of impairments loses | 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 |
Exchange differences | 94.5 | 5.7 | – 1.3 | 1.0 | – 1.9 | 0.2 | 98.2 |
Depreciation for the current year | – 325.7 | – 45.2 | – 37.2 | – 21.5 | – 18.8 | – 9.6 | – 458.0 |
Impairment for the current year | – | – 11.8 | – 2.2 | – | – | – | – 14.0 |
Reversals of impairments losses | – | 5.3 | 1.3 | – | – | – | 6.6 |
Disposals | 115.1 | 38.8 | 18.2 | 2.6 | – | 5.1 | 179.8 |
Transfer | 93.6 | – | 0.3 | 0.4 | – | 4.6 | 98.9 |
Balance as at 30 Sep 2023 | – 1,541.0 | – 222.7 | – 164.9 | – 105.9 | – 122.0 | – 43.3 | – 2,199.8 |
Carrying amounts as at 30 Sep 2022 | 2,361.6 | 251.7 | 100.1 | 94.7 | 124.8 | 38.6 | 2,971.5 |
Carrying amounts as at 30 Sep 2023 | 2,063.0 | 213.0 | 98.6 | 85.1 | 253.8 | 49.9 | 2,763.4 |
227
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Expenses and income from leases with TUI as the lessee | ||
€ million | 2023 | 2022 |
Expenses from short-term leases | – 124.0 | – 131.1 |
Expenses from low-value leases | – 8.2 | – 3.0 |
Variable lease income and expenses | – 8.0 | 0.5 |
Depreciation of right-of-use assets | – 458.0 | – 510.6 |
Impairment of right-of-use assets | – 14.0 | – 8.8 |
Reversal of impairments | 6.6 | 15.8 |
Interest expenses from lease liabilities | – 175.6 | – 159.3 |
Gains or losses arising from sale and leaseback transactions | 8.9 | 2.4 |
| Net investments – finance leases | ||
€ million | 30 Sep 2023 | 30 Sep 2022 |
Undiscounted lease payments (lease components) | 4.3 | 10.5 |
Unguaranteed residual values | – | – |
Gross investment | 4.3 | 10.5 |
Unearned finance income | 0.2 | 0.7 |
Impairment | – | 0.2 |
Net investment | 4.1 | 9.6 |
228
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Expected minimum lease payments | |||||||
| 30 Sep 2023 | |||||||
| Remaining term | |||||||
| up to 1 | 1– 2 years | 2– 3 years | 3– 4 years | 4– 5 years | more than | To t a l | |
| € million | year | 5 years | |||||
Operating lease contracts | 6.1 | 0.1 | – | – | – | – | 6.2 |
Finance lease contracts | 3.4 | 0.9 | – | – | – | – | 4.3 |
| 30 Sep 2022 | |||||||
| Remaining term | |||||||
| up to 1 | 1– 2 years | 2– 3 years | 3– 4 years | 4– 5 years | more than | Total | |
| € million | year | 5 years | |||||
Operating lease contracts | 15.6 | 0.6 | – | – | – | – | 16.2 |
Finance lease contracts | 4.6 | 3.9 | 2.0 | – | – | – | 10.5 |
| Significant associate and joint ventures | |||||
Capital share in % | Voting rights share in % | ||||
| 30 Sep | 30 Sep | 30 Sep | 30 Sep | ||
Name and headquarter of company | Nature of business | 2023 | 2022 | 2023 | 2022 |
| Associate | |||||
| Midnight Canada Inc., | Tour operator & | ||||
| Toronto, Canada | Hotel operator | 49.0 | 49.0 | 49.0 | 25.0 |
| Midnight International Holdings | |||||
| Limited, Toronto, Canada | Hotel operator | 49.0 | – | 49.0 | – |
Pep Toni Hotels S. A., Palma, Spain | Hotel operator | 49.0 | – | 49.0 | – |
| 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 |
229
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Summarised financial information of material associates | ||||||
| Midnight International | Pep Toni Hotels S. A., | Midnight Canada Inc., | ||||
| Holdings Limited, | Palma, Spain | Toronto, Canada | ||||
| Toronto, Canada | ||||||
| 30 Sep | 30 Sep | 30 Sep | 30 Sep | 30 Sep | 30 Sep | |
| € million | 2023 / 2023 | 2022 / 2022 | 2023 / 2023 | 2022 / 2022 | 2023 / 2023 | 2022 / 2022 |
Non-current assets | 1,606.6 | 1,697.0 | – | – | 93.9 | 489.2 |
Current assets | 316.2 | 324.6 | 150.8 | – | 6.3 | 538.2 |
Non-current provisions and liabilities | 1,123.7 | 961.1 | – | – | – | 609.5 |
Current provisions and liabilities | 329.7 | 618.1 | – | – | 4.2 | 660.3 |
Revenue | 820.5 | 643.6 | – | – | 1,722.7 | 1,263.7 |
Profit / loss | 62.9 | 101.3 | 0.8 | – | 345.0 | – 94.2 |
Other comprehensive income / loss | – 30.6 | 61.0 | – | – | 21.9 | – 16.0 |
Total comprehensive income / loss | 32.3 | 162.3 | 0.8 | – | 366.9 | – 110.2 |
230
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Summarised financial information of material joint ventures | ||||
| Grupotel dos S. A., | TUI Cruises GmbH, | |||
| Can Picafort, Spain | Hamburg, Germany | |||
| 30 Sep | 30 Sep | 30 Sep | 30 Sep | |
| € million | 2023 / 2023 | 2022 / 2022 | 2023 / 2023 | 2022 / 2022 |
Non-current assets | 270.6 | 260.6 | 4,449.0 | 4,153.0 |
Current assets | 25.4 | 37.8 | 432.3 | 591.4 |
thereof cash and cash equivalents | 4.6 | 16.9 | 97.5 | 255.9 |
Non-current provisions and liabilities | 132.8 | 146.3 | 2,655.8 | 3,195.7 |
thereof financial liabilities | 120.7 | 134.1 | 2,628.1 | 3,165.3 |
Current provisions and liabilities | 32.6 | 36.9 | 1,189.5 | 863.5 |
thereof financial liabilities | 14.9 | 14.7 | 501.0 | 282.9 |
Revenue | 159.9 | 131.0 | 1,823.7 | 1,238.2 |
Depreciation / amortisation of intangible assets and property, plant and equipment | 13.1 | 12.0 | 131.4 | 129.9 |
Interest income | 0.2 | 0.2 | 13.7 | 17.2 |
Interest expenses | 4.1 | 2.4 | 121.2 | 135.8 |
Income taxes | 6.4 | 5.1 | 3.6 | – 8.6 |
Profit / loss | 27.4 | 18.8 | 348.4 | 82.8 |
Other comprehensive income / loss | – | 0.2 | 2.4 | 37.3 |
Total comprehensive income / loss | 27.4 | 19.0 | 350.8 | 120 |
| Share of financial information of material and other associates | ||||||||||
| Midnight | Pep Toni | Midnight | Other immaterial | Associates total | ||||||
| International | Hotels S. A., | Canada Inc., | associates | |||||||
| Holdings Limited, | Palma, Spain | Toronto, Canada | ||||||||
| Toronto, Canada | ||||||||||
€ million | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| TUI's share | ||||||||||
of Profit / loss | 30.8 | 49.6 | 0.4 | – | 112.8 * | – 46.2 | 2.2 | 4.2 | 146.2 | 7.6 |
Other com- prehensive | ||||||||||
| income / loss | – 15.0 | 29.9 | – | – | 7.4 | – 3.2 | – 1.1 | – 2.2 | – 8.7 | 24.5 |
| Total | ||||||||||
comprehen- sive income / | ||||||||||
loss | 15.8 | 79.5 | 0.4 | – | 120.2 | – 49.4 | 1.1 | 2.0 | 137.5 | 32.1 |
| * The share of result includes TUI’s share of the result of Midnight Canada Inc. and the expenses for the realisation of foreign exchange | ||||||||||
| differences and for the derecognition of goodwill due to the sale of Sunwing’s operating business, included in the result of investments | ||||||||||
| in joint ventures and associates. |
T P | ||||||||
231
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Net assets of the material associates | |||
| Midnight International | Midnight Canada Inc., | Pep Toni Hotels S. A., | |
| Holdings Limited, | Toronto, Canada | Palma, Spain | |
| € million | Toronto, Canada | ||
Net assets as at 1 Oct 2021 | 280.0 | – 132.0 | – |
Foreign exchange effects | 61.0 | – 16.0 | – |
Profit / loss | 101.3 | – 94.2 | – |
Net assets as at 30 Sep 2022 | 442.3 | – 242.2 | – |
Other comprehensive income | – | 2.6 | – |
Foreign exchange effects | – 30.6 | 19.3 | – |
Capital increase / decrease | – 33.9 | – | 150.1 |
Profit / loss | 62.9 | 345.0 | 0.8 |
Consolidation effects | 28.7 | – 28.7 | – |
Net assets as at 30 Sep 2023 | 469.4 | 96.0 | 150.9 |
| Reconciliation to the carrying amount of the associates in the Group balance sheet | |||||
| Midnight | Midnight | Pep Toni | Other | Associates | |
| International | Canada Inc., | Hotels S. A., | immaterial | total | |
| Holdings | Toronto, | Palma, | associates | ||
| Limited, | Canada | Spain | |||
| Toronto, | |||||
| € million | Canada | ||||
Share of TUI in % as at 30 Sep 2022 | 49.0 | 49.0 | – | n. a. | n. a. |
| TUI's share of the net assets | |||||
| as at 30 Sep 2022 | 216.8 | – 118.5 | – | 28.2 | 126.5 |
Goodwill as at 30 Sep 2022 | 7.6 | 49.3 | – | 5.0 | 61.9 |
Unrecognised share of losses | – | – | – | 1.1 | 1.1 |
Impairment of carrying amounts | – | – | – | – | – |
Carrying amount as at 30 Sep 2022 | 224.4 | – 69.2 | – | 34.3 | 189.5 |
Share of TUI in % as at 30 Sep 2023 | 49.0 | 49.0 | 49.0 | n. a. | n. a. |
| TUI's share of the net assets | |||||
| as at 30 Sep 2023 | 230.0 | 46.9 | 73.9 | 33.0 | 383.8 |
Goodwill as at 30 Sep 2023 | 7.1 | – | – | 1.4 | 8.5 |
Unrecognised share of losses | – | – | – | 2.7 | 2.7 |
Impairment of carrying amounts | – | – | – | – | – |
Carrying amount as at 30 Sep 2023 | 237.1 | 46.9 | 73.9 | 37.1 | 395.0 |
232
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Net assets of the material joint ventures | ||
| Grupotel dos S. A., | TUI Cruises GmbH, | |
| € million | Can Picafort, Spain | Hamburg, Germany |
Net assets as at 1 Oct 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 |
Profit / loss | 27.4 | 348.4 |
Other comprehensive income | – | 2.4 |
Dividends payable | – 12.0 | – |
Net assets as at 30 Sep 2023 | 130.6 | 1,036.0 |
| Reconciliation to the carrying amount of the joint ventures in the consolidated balance sheet | ||||
| Grupotel | TUI Cruises | Other | Joint ventures | |
| dos S. A., | GmbH, | immaterial | total | |
| Can Picafort, | Hamburg, | joint ventures | ||
| € million | Spain | Germany | ||
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 | 208.4 | 608.6 |
Goodwill as at 30 Sep 2022 | – | – | 15.5 | 15.5 |
Unrecognised share of losses | – | – | 7.3 | 7.3 |
Impairment of carrying amounts | – | – | – 35.5 | – 35.5 |
Carrying amount as at 30 Sep 2022 | 57.6 | 342.6 | 195.7 | 595.9 |
Share of TUI in % as at 30 Sep 2023 | 50.0 | 50.0 | n. a. | n. a. |
TUI's share of the net assets as at 30 Sep 2023 | 65.3 | 518.0 | 224.2 | 807.5 |
Goodwill as at 30 Sep 2023 | – | – | 11.7 | 11.7 |
Unrecognised share of losses | – | – | 12.3 | 12.3 |
Impairment of carrying amounts | – | – | – 28.3 | – 28.3 |
Carrying amount as at 30 Sep 2023 | 65.3 | 518.0 | 219.9 | 803.2 |
233
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Trade and other receivables | ||||
30 Sep 2023 | 30 | Sep 2022 | ||
| Remaining | To t a l | Remaining | Total | |
| term more | term more | |||
| € million | than 1 year | than 1 year | ||
Trade receivables | – | 411.6 | – | 399.2 |
Security deposits | – | 372.3 | – | 312.5 |
Advances and loans | 15.9 | 33.9 | 43.4 | 66.7 |
Lease receivables | 0.8 | 4.1 | 5.2 | 9.6 |
Other receivables and assets | 58.0 | 343.2 | 83.0 | 355.4 |
Total | 74.7 | 1,165.1 | 131.6 | 1,143.4 |
| Individual items of deferred tax assets and liabilities recognised in the statement of financial position | ||||
30 Sep 2023 | 30 | Sep 2022 | ||
€ million | Asset | Liability | Asset | Liability |
Lease transactions | 13.6 | 96.8 | 14.1 | 71.3 |
| Recognition and measurement differences for property, plant | ||||
| and equipment and other non-current assets | 184.4 | 225.3 | 153.4 | 230.4 |
| Recognition differences for receivables and other assets | 16.4 | 38.5 | 21.9 | 55.5 |
Measurement of financial instruments | 4.5 | 72.9 | 0.2 | 61.4 |
Measurement of pension provisions | 79.7 | 21.2 | 78.6 | 43.3 |
Recognition and measurement differences for other provisions | 62.1 | 3.0 | 50.4 | 5.3 |
Other transactions | 45.6 | 66.4 | 95.5 | 40.5 |
Capitalised tax savings from recoverable losses carried forward | 269.4 | – | 194.4 | – |
Netting of deferred tax assets and liabilities | – 365.1 | – 365.1 | – 386.5 | – 386.5 |
Balance sheet amount | 310.6 | 159.0 | 222.0 | 121.2 |
234
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Recognised losses carried forward and time limits for non-recognised losses carried forward | ||
€ million | 30 Sep 2023 | 30 Sep 2022 |
Recognised losses carried forward | 1,415.1 | 1,091.0 |
Non-recognised losses carried forward | 12,246.4 | 11,880.6 |
of which losses carried forward forfeitable within one year | 5.7 | – |
of which losses carried forward forfeitable within two to five years | 2.7 | 8.7 |
| of which losses carried forward forfeitable within more than five years | ||
| (excluding non-forfeitable loss carryforwards) | – | 6.2 |
of which non-forfeitable losses carried forward | 12,238.0 | 11,865.7 |
Total unused losses carried forward | 13,661.5 | 12,971.6 |
| Development of deferred tax assets from losses carried forward | ||
€ million | 2023 | 2022 |
Capitalised tax savings at the beginning of the year | 194.4 | 147.3 |
Use of losses carried forward | – 12.3 | – 23.7 |
Capitalisation of tax savings from tax losses carried forward | 97.1 | 84.7 |
Impairment of capitalised tax savings from tax losses carried forward | – 8.6 | – 14.2 |
Exchange adjustments and other items | – 1.2 | 0.3 |
Capitalised tax savings at financial year-end | 269.4 | 194.4 |
(21) Inventories
| Inventories | ||
€ million | 30 Sep 2023 | 30 Sep 2022 |
Airline spares and operating equipment | 22.9 | 13.3 |
Real estate for sale | 0.2 | 0.2 |
Consumables used in hotels | 21.4 | 20.9 |
Other inventories | 17.6 | 21.7 |
Total | 62.1 | 56.1 |
In financial year 2023, inventories of € 638.6 m (previous year € 584.2 m) were recognised as expense.
| Cash and cash equivalents | ||
€ million | 30 Sep 2023 | 30 Sep 2022 |
Bank deposits | 1,566.2 | 1,718.6 |
Money market funds | 472.2 | – |
Cash in hand and cheques | 21.9 | 18.3 |
Total | 2,060.3 | 1,736.9 |
235
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Assets held for sale | ||
€ million | 30 Sep 2023 | 30 Sep 2022 |
Disposal group Robinson Club Cabo Verde | 44.4 | – |
Investments accounted for using the equity method | 15.1 | – |
Other assets | 9.1 | 2.7 |
Total | 68.6 | 2.7 |
| Disposal group ‘Robinson Club Cabo Verde’ | |
€ million | 30 Sep 2023 |
Goodwill | 2.3 |
Other intangible assets and property, plant and equipment | 41.0 |
Inventories | 0.3 |
Trade and other receivables | 0.5 |
Other non-financial assets | 0.1 |
Cash and cash equivalents | 0.2 |
Total | 44.4 |
236
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
237
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
238
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Summarised financial information on RIUSA II S. A., Palma de Mallorca, Spain * | ||
| 30 Sep 2023 / | 30 Sep 2022 / | |
| € million | 2023 | 2022 |
Current assets | 201.0 | 206.0 |
Non-current assets | 2,077.4 | 2,016.0 |
Current liabilities | 185.5 | 199.3 |
Non-current liabilities | 109.3 | 108.6 |
Revenues | 1,182.9 | 916.2 |
Profit / loss | 294.2 | 128.4 |
Other comprehensive income | 16.5 | 112.9 |
Cash inflow / outflow from operating activities | 375.8 | 275.4 |
Cash inflow / outflow from investing activities | – 163.6 | – 169.6 |
Cash inflow / outflow from financing activities | – 276.0 | – 31.9 |
Accumulated non-controlling interest | 820.3 | 785.5 |
Profit / loss attributable to non-controlling interest | 147.1 | 64.2 |
| * Consolidated subgroup |
239
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Material defined benefit plans in the United Kingdom | |
Scheme name | Status |
BAL Scheme | closed |
TUI UK Scheme | closed |
TAPS Scheme | closed |
| Pension costs for defined benefit obligations | ||
€ million | 2023 | 2022 |
| Current service cost for employee service in the period | 18.4 | 23.1 |
Curtailment losses / (gains) | – 0.1 | 13.6 |
Net interest on the net defined benefit liability | 10.5 | 6.6 |
Past service cost | – 0.4 | 19.8 |
Administration cost | 0.6 | 2.2 |
Total | 29.0 | 65.3 |
240
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Defined benefit obligation recognised on the balance sheet | ||
| 30 Sep 2023 | 30 Sep 2022 | |
| € million | To t a l | Total |
Present value of funded obligations | 1,904.8 | 1,918.0 |
Fair value of external plan assets | 1,905.8 | 2,076.4 |
Surplus (–) / Deficit (+) of funded plans | – 1.0 | – 158.4 |
Present value of unfunded pension obligations | 572.8 | 596.3 |
Defined benefit obligation recognised on the balance sheet | 571.8 | 437.9 |
of which Overfunded plans in other non-financial assets | 98.5 | 163.4 |
Provisions for pensions and similar obligations | 670.3 | 601.3 |
of which current | 33.3 | 33.1 |
of which non-current | 637.1 | 568.2 |
| Development of defined benefit obligations | |||
| Present value | Fair value of | To t a l | |
| € million | of obligation | plan assets | |
Balance as at 1 Oct 2022 | 2,514.3 | – 2,076.4 | 437.9 |
Current service cost | 18.4 | – | 18.4 |
Past service cost | – 0.4 | – | – 0.4 |
Curtailments and settlements | – 0.1 | – | – 0.1 |
Interest expense (+) / interest income (–) | 114.1 | – 103.6 | 10.5 |
Administration cost | – | 0.6 | 0.6 |
Pensions paid | – 135.3 | 100.0 | – 35.3 |
Contributions paid by employer | – | – 98.4 | – 98.4 |
Contributions paid by employees | 1.5 | – 1.5 | – |
Remeasurements | – 68.4 | 309.8 | 241.4 |
due to changes in financial assumptions | – 84.5 | – | – 84.5 |
due to changes in demographic assumptions | – 77.6 | – | – 77.6 |
due to experience adjustments | 93.7 | – | 93.7 |
| due to return on plan assets not included in Group profit / loss | |||
| for the year | – | 304.5 | 304.5 |
| due to assets that have not been capitalised due to the asset | |||
ceiling under IAS 19 | – | 5.3 | 5.3 |
Exchange differences | 33.5 | – 36.3 | – 2.8 |
Other changes | – | – | – |
Balance as at 30 Sep 2023 | 2,477.6 | – 1,905.8 | 571.8 |
241
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Development of defined benefit obligations | |||
| Present value | Fair value of | Total | |
| € million | of obligation | plan assets | |
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 / loss | |||
| 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 |
| Composition of fund assets at the balance sheet date | ||||
30 Sep 2023 | 30 | Sep 2022 | ||
| Quoted market price | Quoted market price | |||
| in an active market | in an active market | |||
€ million | yes | no | yes | no |
Fair value of fund assets at end of period | 973.9 | 937.2 | 1,127.5 | 948.9 |
of which liability driven investments | 484.7 | – | 528.2 | – |
of which corporate bonds | 185.0 | 118.8 | 229.0 | 116.2 |
of which property | 195.2 | – | 260.8 | – |
of which government bonds | 43.1 | – | 41.7 | – |
of which securitised debt | 42.2 | – | 39.1 | – |
of which equity instruments | 13.7 | – | 22.1 | – |
of which insurance policies | – | 619.9 | – | 642.3 |
of which loans | – | 125.1 | – | 155.0 |
of which insurance linked securities | – | 3.1 | – | 10.4 |
of which cash | – | 70.3 | – | 25.0 |
of which other Total fund assets before recognition of asset ceiling | 10.0 | – | 6.6 | – |
under IAS 19 | 1,911.1 | 2,076.4 | ||
Assets not recognised due to the asset ceiling under IAS 19 | – 5.3 | – | ||
| Total fund assets after recognition of the asset ceiling | ||||
under IAS 19 | 1,905.8 | 2,076.4 |
242
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Actuarial assumptions | |||
| 30 Sep 2023 | |||
Germany | United | Other countries | |
| Percentage p. a. | Kingdom | ||
Discount rate | 4.1 | 5.5 | 3.4 |
Projected future salary increases | 2.0 | – | 1.5 |
Projected future pension increases | 2.5 | 3.3 | 1.0 |
| 30 Sep 2022 | |||
Germany | United | Other countries | |
| Percentage p. a. | Kingdom | ||
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 |
| Sensitivity of the defined benefit obligation due to changed actuarial assumptions | ||||
30 Sep 2023 | 30 Sep 2022 | |||
| € million | + 50 Basis points | – 50 Basis points | + 50 Basis points | – 50 Basis points |
Discount rate | – 145.4 | + 160.7 | – 171.0 | + 193.4 |
Salary increase | + 7.2 | – 6.8 | + 12.2 | – 11.1 |
Pension increase | + 43.3 | – 51.8 | + 54.4 | – 45.7 |
+ 1 year | + 1 year | |||
Life expectancy | + 79.7 | – | + 79.1 | – |
243
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Development of provisions in the financial year 2023 | ||||||
| Balance as at | Changes with | Usage | Reversal | Additions | Balance | |
| 30 Sep 2022 | no effect on | as at | ||||
| profit and | 30 Sep 2023 | |||||
| € million | loss * | |||||
Maintenance provisions | 827.7 | 22.9 | 208.0 | 6.6 | 142.6 | 778.6 |
Provisions for litigation | 71.3 | 1.1 | 4.8 | 2.4 | 3.2 | 68.4 |
Restructuring provisions | 88.3 | 0.1 | 27.6 | 9.1 | 6.4 | 58.1 |
Provisions for other personnel costs | 42.5 | – 2.3 | 3.4 | 1.2 | 7.1 | 42.7 |
Provisions for other taxes | 41.9 | – 0.4 | 7.8 | 2.7 | 4.0 | 35.0 |
| Provisions for environmental | ||||||
| protection | 34.9 | – | 0.4 | 0.7 | 1.1 | 34.9 |
Risks from onerous contracts | 28.1 | – 4.9 | 0.7 | 7.4 | 11.7 | 26.8 |
Miscellaneous provisions | 161.3 | – 5.2 | 52.6 | 46.9 | 80.8 | 137.4 |
Other provisions | 1,296.0 | 11.3 | 305.3 | 77.0 | 256.9 | 1,181.9 |
| * Reclassifications, transfers, exchange differences and changes in the group of consolidated companies |
244
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Financial and lease liabilities | ||||||||
30 Sep 2023 | 30 Sep 2022 | |||||||
Remaining term | Remaining term | |||||||
| up to 1 | 1– 5 years | more than | To t a l | up to 1 | 1– 5 years | more than | Total | |
| € million | year | 5 years | year | 5 years | ||||
Convertible bonds | 13.5 | 529.2 | – | 542.7 | 13.5 | – | 518.6 | 532.1 |
Bonds | – | – | – | – | – | 48.4 | – | 48.4 |
| Liabilities to banks | 69.9 | 438.9 | 210.0 | 718.8 | 280.0 | 913.8 | 188.8 | 1,382.6 |
| Other financial | ||||||||
| liabilities | 15.1 | 20.4 | – | 35.5 | 26.4 | 61.8 | – | 88.2 |
| Financial | ||||||||
| liabilities | 98.5 | 988.5 | 210.0 | 1,297.0 | 319.9 | 1,024.0 | 707.4 | 2,051.3 |
Lease liabilities | 701.2 | 1,553.6 | 663.3 | 2,918.1 | 698.8 | 1,668.0 | 840.7 | 3,207.5 |
245
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Movements financial and lease liabilities | |||||||
| Convertible | Bonds | Short-term | Long-term | Other | To t a l | Lease | |
| bonds | liabilities to | liabilities to | financial | financial | liabilities | ||
| € million | banks | banks | liabilities | liabilities | |||
Balance as at 1 Oct 2022 | 532.1 | 48.4 | 280.0 | 1,102.6 | 88.2 | 2,051.3 | 3,207.5 |
| Raisings / | |||||||
redemptions of the period | – | – 58.7 | – 243.5 | – 433.8 | – 9.4 | – 745.4 | – 595.0 |
| Foreign exchange | |||||||
| movements | – | – | – 0.9 | – 7.5 | – | – 8.4 | – 146.2 |
| Other non-cash | |||||||
| movement | 10.6 | 10.3 | 34.3 | – 12.4 | – 43.3 | – 0.5 | 451.8 |
Balance as at 30 Sep 2023 | 542.7 | – | 69.9 | 648.9 | 35.5 | 1,297.0 | 2,918.1 |
246
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Movements financial and lease liabilities | |||||||
| Convertible | Bonds | Short-term | Long-term | Other | Total | Lease | |
| bonds | liabilities to | liabilities to | financial | financial | liabilities | ||
| € million | banks | banks | liabilities | 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 |
| Changes in scope | |||||||
| of consolidation | – | – | – | – | – | – | – |
| Foreign exchange | |||||||
| movements | – | – | 5.0 | 24.8 | 0.1 | 29.9 | 328.8 |
| Other non-cash | |||||||
| movement | 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 |
| Fair values and carrying amounts of the bonds at 30 Sep 2023 | ||||||||
30 Sep 2023 | 30 Sep 2022 | |||||||
| Issuer | Nominal | Nominal | Interest | Stock | Carrying | Stock | Carrying | |
| value | value out- | rate | market | amount | market | amount | ||
| € million | initial | standing | % p. a. | value | value | |||
| 2021 / 2028 | ||||||||
| convertible bond | TUI AG | 589.6 | 589.6 | 5.000 | 541.0 | 542.7 | 423.0 | 532.1 |
Total | 541.0 | 542.7 | 423.0 | 532.1 |
247
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Other non-financial liabilities | ||||||
30 Sep 2023 | 30 Sep 2022 | |||||
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 | 237.5 | 28.3 | 265.8 | 224.8 | 27.4 | 252.2 |
| Other liabilities relating to social | ||||||
| security | 38.2 | – | 38.2 | 39.7 | – | 39.7 |
Other liabilities relating to other taxes | 63.5 | – | 63.5 | 50.6 | – | 50.6 |
Other miscellaneous liabilities | 137.0 | 1.6 | 138.6 | 144.2 | 0.9 | 145.1 |
Deferred income | 57.9 | 222.9 | 280.8 | 60.6 | 136.9 | 197.5 |
Other non-financial liabilities | 534.1 | 252.8 | 786.9 | 519.9 | 165.2 | 685.1 |
| Disposal Robinson Club Cabo Verde | |
€ million | 30 Sep 2023 |
Trade payables | 1.1 |
Touristic advance payments received | 0.1 |
Other non-financial liabilities | 0.4 |
Total | 1.6 |
| Other financial commitments | ||||||||
30 Sep 2023 | 30 Sep 2022 | |||||||
Remaining term | Remaining term | |||||||
| up to | 1– 5 | more | To t a l | up to | 1 – 5 | more | Total | |
| 1 year | years | than 5 | 1 year | years | than 5 | |||
| € million | years | years | ||||||
| Order commitments in respect | ||||||||
| of capital expenditure | 1,070.9 | 1,101.6 | – | 2,172.5 | 400.7 | 1,730.6 | 160.1 | 2,291.4 |
Other financial commitments | 107.8 | 84.4 | – | 192.2 | 71.9 | 28.5 | 28.8 | 129.2 |
Total | 1,178.7 | 1,186.0 | – | 2,364.7 | 472.6 | 1,759.1 | 188.9 | 2,420.6 |
248
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
249
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Development of phantom shares allocated (LTIP EPS20 – 23, PSP) | ||||
| LTIP EPS20– 23 & PSP | ||||
| Number | Present value | |||
| of shares | € million | |||
Balance as at 30 Sep 2021 | 6,375,600 | 23.1 | ||
Phantom shares allocated | 2,986,295 | 10.8 | ||
New virtual shares allocated from subscription rights | 2,349,794 | – | ||
Phantom shares forfeited | – 1,358,549 | – 3.1 | ||
Measurement results | – | – 15.2 | ||
Balance as at 30 Sep 2022 | 10,353,140 | 15.6 | ||
Phantom shares allocated | 9,256,236 | 14.0 | ||
Balance after phantom shares allocated | 19,609,376 | 29.6 | ||
Shares forfeited through 10:1 share consolidation | – | 17,648,438 | – 26.6 | |
Balance after 10:1 share consolidation | 1,960,938 | 3.0 | ||
New virtual shares allocated from subscription rights | 683,871 | – | ||
Phantom shares forfeited | – | 257,204 | – 0.4 | |
Measurement results | – | 10.4 | ||
Balance as at 30 Sep 2023 | 2,387,605 | 13.0 |
250
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
251
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Sensitivity analysis – interest rate risk | ||||
€ million | 30 Sep 2023 | 30 Sep 2022 | ||
| Variable: Interest rate level for | + 100 basis | – 100 basis | + 100 ba sis | – 100 ba sis |
| floating interest-bearing debt | points | points | points | points |
Earnings after income taxes | + 1.7 | – 1.3 | – 0.3 | + 0.4 |
| Sensitivity analysis – fuel price risk | ||||
€ million | 30 Sep 2023 | 30 | Sep 2022 | |
Variable: Fuel prices for aircraft and ships | + 15 % | – 15 % | + 15 % | – 15 % |
Revaluation reserve | + 92.2 | – 94.9 | + 13.5 | – 26.0 |
Earnings after income taxes | + 0.3 | + 2.0 | + 15.0 | – 3.0 |
252
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
253
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
254
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Ageing structure of impairment of financial instruments classified as trade receivables | |||||
| 30 Sep 2023 | |||||
| Gross value | Specific | Impairment | Net value | Impairment | |
| bad debt | for expected | ratio | |||
| € million | allowance | credit losses | |||
| Trade receivables | |||||
Not overdue | 294.4 | – | – | 294.4 | – |
Overdue less than 30 days | 95.5 | 26.2 | 1.0 | 68.3 | 1 % |
Overdue 30 – 90 days | 31.1 | 4.4 | 0.3 | 26.4 | 1 % |
Overdue 91 – 180 days | 10.2 | 3.5 | 0.2 | 6.5 | 2 % |
Overdue more than 180 days | 30.1 | 13.5 | 0.6 | 16.0 | 2 % |
Total | 461.3 | 47.6 | 2.1 | 411.6 |
| Ageing structure of impairment of financial instruments classified as trade receivables | ||||
| 30 Sep 2022 | ||||
Gross value | Impairment | Net value | Impairment | |
| € million | 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 % |
Total | 458.7 | 59.5 | 399.2 |
255
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Ageing structure of impairment of financial instruments classified as lease receivables | ||||
| 30 Sep 2022 | ||||
Gross value | Impairment | Net value | Impairment | |
| € million | 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 % |
Total | 9.8 | 0.2 | 9.6 |
| Ageing structure of impairment of financial instruments classified as other receivables and assets | |||||
| 30 Sep 2023 | |||||
| Gross value | Specific bad | Impairment | Net value | Impairment | |
| debt allowance | for expected | ratio | |||
| € million | credit losses | ||||
| Other receivables | |||||
| and assets | |||||
Not overdue | 211.3 | 21.0 | 2.1 | 188.2 | 1 % |
Overdue less than 30 days | 0.7 | – | – | 0.7 | 1 % |
Overdue 30 – 90 days | – | – | – | – | 1 % |
Overdue 91 – 180 days | 0.1 | – | – | 0.1 | 1 % |
Overdue more than 180 days | 13.3 | 5.2 | 0.1 | 8.0 | 1 % |
Total | 225.4 | 26.2 | 2.2 | 197.0 |
| Ageing structure of impairment of financial instruments classified as advances and loans | ||||
| 30 Sep 2023 | ||||
| Gross value | Specific bad | Impairment | Net value | |
| debt allowance | for expected | |||
| € million | credit losses | |||
| Advances and loans | ||||
Not overdue | 7.1 | 0.1 | 0.1 | 6.9 |
Overdue less than 30 days | – | – | – | – |
Overdue 30 – 90 days | – | – | – | – |
Overdue 91 – 180 days | – | – | – | – |
Overdue more than 180 days | 1.2 | 1.2 | – | – |
Total | 8.3 | 1.3 | 0.1 | 6.9 |
256
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
* | |||
* | |||
257
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Default risk on financial instruments classified as advances and loans, as other receivables or as other financial assets | |||||||||
30 Sep 2023 | 30 Sep 2022 adjusted | ||||||||
| Impairment | Rating | Gross value | Specific bad | Impairment | Net value | Gross value | Impairment | Net value | |
| stage | debt allowance | for expected | |||||||
| € million | credit losses | ||||||||
| Financial instruments with related parties | |||||||||
Advances and loans | 1 | internal: grade 2 | – | – | – | – | 21.9 | – 0.6 | 21.3 |
Advances and loans | 3 | internal: grade 5 | 9.5 | – 6.4 | – 0.3 | 2.8 | 20.8 * | – 18.6 * | 2.2 * |
Advances and loans | 3 | internal: grade 6 | 4.5 | – 4.5 | – | – | – | – | – |
Advances and loans | 3 | internal: grade 7 | 11.4 | – 11.4 | – | – | – | – | – |
Other receivables | 3 | internal: grade 7 | 0.9 | – 0.9 | – | – | – | – | – |
| Financial instruments with hotels | |||||||||
Advances and loans | 1 | internal: grade 5 | 9.6 | 9.6 | – 1.3 | 8.3 | 10.4 | – 1.8 | 8.6 |
Advances and loans | 2 | internal: grade 5 | 17.0 | 17.0 | – 1.1 | 15.9 | 30.0 | – 3.3 | 26.7 |
Advances and loans | 3 | internal: grade 5 | 12.9 | – 12.9 | – | – | – | – | – |
Other receivables | 1 | internal: grade 2 | – | – | – | – | 3.0 * | – | 3.0 * |
Other receivables | 3 | internal: grade 3 | – | – | – | – | 41.0 | – 13.8 | 27.2 |
| Financial instruments with other companies | |||||||||
Advances and loans | 3 | internal: grade 5 | 5.0 | – 5.0 | – | – | 5.4 * | – 5.4 * | – |
Other financial assets | 1 | internal: grade 1 | – | – | – | – | 34.6 | – 0.2 | 34.4 |
Other financial assets | 1 | external | 45.1 | – | – 0.1 | 45.0 | 45.1 | – 0.1 | 45.0 |
Other receivables | 1 | internal: grade 1 | 66.1 | – | – 0.1 | 66.0 | 106.6 * | – 0.2 * | 106.4 * |
Other receivables | 1 | internal: grade 2 | 44.1 | – | – 0.1 | 44.0 | 30.2 * | – 0.1 * | 30.1 * |
Other receivables | 1 | internal: grade 4 | 7.4 | – | – 0.2 | 7.2 | 6.3 * | – 0.3 * | 6.0 * |
Other receivables | 1 | internal: grade 5 | 24.2 | – | – 1.5 | 22.7 | – | – | – |
Other receivables | 1 | external | 378.2 | – | – 0.5 | 377.7 | 350.5 * | – 0.6 * | 349.9 * |
Other receivables | 3 | internal: grade 4 | 1.8 | – 0.9 | – | 0.9 | 2.9 * | – 1.0 * | 1.9 * |
* The table takes into account all default risk rating grades used as at 30 September 2023. The previous year’s figures have been adjusted accordingly. |
258
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 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 | ||||
| Stage 1 | Stage 2 | Stage 3 | To t a l | |
12-month- ECL | lifetime- ECL | lifetime- ECL | ||
| € million | (not impaired) | (impaired) | ||
Risk provisioning as at 1 Oct 2021 | 27.6 | 14.3 | – | 41.9 |
| Addition of impairment 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 | ||||
| derecognised 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 |
Risk provisioning as at 1 Oct 2022 | 6.6 | 3.3 | 41.0 | 50.9 |
| Addition of impairment on newly issued / acquired | ||||
| financial assets | 2.3 | – | – | 2.3 |
Transfer to stage 3 lifetime ECL (impaired) | – | – 1.5 | 1.5 | – |
| Unrequired impairments on financial assets | ||||
| derecognised during the period and use of impairments | – 1.4 | – 0.8 | – 3.1 | – 5.3 |
Removing specific bad debt allowance from presentation | – | – | – 39.0 | – 39.0 |
Change of models, risk parameters | – 1.4 | – | – | – 1.4 |
Risk provisioning as at 30 Sep 2023 | 6.1 | 1.0 | 0.4 | 7.5 |
| Change in risk provisions for financial assets measured at amortised cost classified | |
| as trade receivables | |
| Lifetime ECL | |
| € million | simplified approach |
Risk provisioning as at 1 Oct 2021 | 71.6 |
Exchange differences | 0.7 |
Addition of impairment 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 |
Risk provisioning as at 1 Oct 2022 | 59.5 |
Exchange differences | – 0.3 |
Unrequired impairments on financial assets derecognised during the period | – 9.4 |
Use of impairments | – 4.8 |
Removing specific bad debt allowance from presentation | – 41.9 |
Change of models, risk parameters | – 1.0 |
Risk provisioning as at 30 Sep 2023 | 2.1 |
259
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Change in risk provisions for financial assets measured at amortised cost classified | |
| as lease receivables | |
| Lifetime ECL | |
| € million | simplified approach |
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 |
Risk provisioning as at 1 Oct 2022 | 0.2 |
Unrequired impairments on financial assets derecognised during the period and use of impairments | – 0.2 |
Risk provisioning as at 30 Sep 2023 | – |
| Change in gross carrying amounts classified as advances and loans | ||||
| Stage 1 | Stage 2 life- | Stage 3 life- | To t a l | |
12-month- ECL | time- ECL | time- ECL | ||
| € million | (not impaired) | (impaired) | ||
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 |
Gross carrying amounts as at 1 Oct 2022 | 39.9 | 30.0 | 27.4 | 97.3 |
Addition of assets | 1.5 | 17.7 | 5.7 | 24.9 |
Reduction of assets | – 25.5 | – 17.2 | – 1.4 | – 44.1 |
Transfer to impaired financial assets (Stage 3) | – | – 12.9 | 12.9 | – |
Gross carrying amounts as at 30 Sep 2023 | 15.9 | 17.6 | 44.6 | 78.1 |
260
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Change in gross carrying amounts classified as other receivables and assets and other financial assets | ||||
| Stage 1 | Stage 2 | Stage 3 | To t a l | |
12-month ECL | lifetime ECL | lifetime- ECL | ||
| € million | (not impaired) | (impaired) | ||
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 |
Gross carrying amounts as at 1 Oct 2022 | 722.0 | – | 52.1 | 774.1 |
Addition of assets | 679.8 | 0.5 | 57.5 | 737.8 |
Reduction of assets | – 673.7 | – | – 41.4 | – 715.1 |
Gross carrying amounts as at 30 Sep 2023 | 728.1 | 0.5 | 68.2 | 796.8 |
| Change in gross carrying amounts of assets classified as trade receivables | |
| Lifetime ECL | |
| simplified | |
| € million | approach |
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 |
Gross carrying amounts as at 1 Oct 2022 | 458.7 |
Addition of assets | 461.3 |
Reduction of assets | – 458.7 |
Gross carrying amounts as at 30 Sep 2023 | 461.3 |
| Change in gross carrying amounts of assets classified as lease receivables | |
| Lifetime ECL | |
| simplified | |
| € million | approach |
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 |
Gross carrying amounts as at 1 Oct 2022 | 9.8 |
Addition of assets | 4.1 |
Reduction of assets | – 9.8 |
Gross carrying amounts as at 30 Sep 2023 | 4.1 |
261
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Cash flow of financial instruments – financial and lease liabilities (30 Sep 2023) | ||||||||
| Cash outflow until 30 Sep | ||||||||
up to 1 year | 1 – 2 years | 2 – 5 years | more than 5 years | |||||
| repay- | interest | repay- | interest | repay- | interest | repay- | interest | |
| € million | ment | ment | ment | ment | ||||
| Financial liabilities | ||||||||
Convertible bonds | – | – 29.5 | – | – 29.5 | – 589.6 | – 88.4 | – | – |
Bonds | – | – | – | – | – | – | – | – |
Liabilities to banks | – 69.9 | – 31.9 | – 275.8 | – 29.0 | – 163.1 | – 38.4 | – 210.0 | – 34.9 |
Other financial debt | – 15.0 | – 1.8 | – 3.8 | – 2.1 | – 16.7 | – 0.1 | – | – |
Trade payables | – 3,373.7 | – | – | – | – | – | – | – |
Other financial liabilities | – 121.9 | – 1.6 | – 2.6 | – | – | – | – | – |
Lease liabilities | – 701.2 | – 128.6 | – 521.5 | – 104.5 | – 1,032.1 | – 184.2 | – 663.3 | – 264.3 |
– | ||||||||
– | ||||||||
– | ||||||||
– | ||||||||
– | ||||
– | ||||
– | ||||
– |
262
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Cash flow of derivative financial instruments (30 Sep 2022) | ||||
| Cash in- / outflow until 30 Sep | ||||
up to 1 year | 1 – 2 years | 2 – 5 years | more than | |
| € million | 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 | – | – | – |
263
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Nominal amounts of derivative financial instruments used | ||||
| 30 Sep 2023 | ||||
| Remaining term | ||||
| up to | more than | To t a l | Average | |
| 1 year | 1 year | hedged | ||
| € million | rate / price | |||
| Currency hedges | ||||
Forwards | 5,798.5 | 554.1 | 6,352.6 | |
Forwards EUR / GBP | 2,267.6 | 173.6 | 2,441.2 | 1.1380 |
Forwards EUR / USD | 1,086.1 | 114.3 | 1,200.4 | 0.9081 |
Forwards GBP / USD | 1,646.5 | 182.2 | 1,828.7 | 0.7982 |
Forwards EUR / SEK | 235.3 | 50.3 | 285.6 | 0.0859 |
Other currencies | 563.0 | 33.7 | 596.7 | |
| Commodity hedges | ||||
Swaps | 779.5 | 25.7 | 805.2 | |
Jet fuel | 732.7 | 20.7 | 753.4 | 737.29 |
Marine fuel | 46.8 | 5.0 | 51.8 | 530.08 |
Other fuels | – | – | – | – |
Other derivative financial instruments | 3,356.6 | 46.0 | 3,402.6 |
| Nominal amounts of derivative financial instruments used | ||||
| 30 Sep 2022 | ||||
| Remaining term | ||||
| up to | more than | Total | Average | |
| 1 year | 1 year | hedged | ||
| € million | 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 |
264
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Disclosures on underlying transactions of cash flow hedges | |||
| 30 Sep 2023 | |||
| Fair Value | Balance of | Hedging | |
| changes to | hedging | reserve | |
| determine | reserve of | completed | |
| inefficient | active cash | (ended) cash | |
| € million | portions | flow hedges | flow hedges |
Interest rate risk hedges | – | – | – 13.2 |
Currency risk hedges | – 78.3 | 78.7 | – |
Fuel price risk hedges | – 152.6 | 132.0 | 18.1 |
Hedging | – 230.9 | 210.7 | 4.9 |
Total | – 230.9 | 210.7 | 4.9 |
| Disclosures on underlying transactions of cash flow hedges | |||
| 30 Sep 2022 | |||
| Fair Value | Balance of | Hedging | |
| changes to | hedging | reserve | |
| determine | reserve of | completed | |
| inefficient | active cash | (ended) cash | |
| € million | portions | flow hedges | 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 |
Total | – 97.9 | 98.7 | – 48.5 |
| Development of OCI | ||||
| 30 Sep 2023 | ||||
| Interest | Currency risk | Fuel price risk | To t a l | |
| € million | rate risk | |||
Gain or loss from fair value changes of hedges within hedge accounting | – 13.2 | 78.7 | 150.1 | 215.6 |
recognised in equity | – 13.2 | 78.7 | 150.1 | 215.6 |
| Reclassification from cash flow hedge | ||||
| reserve to income statement | 17.4 | 5.9 | 39.1 | 62.4 |
due to early termination of the hedge | – | 0.9 | – | 0.9 |
due to recognition of the underlying transaction | 17.4 | 5.0 | 39.1 | 61.5 |
| Development of OCI | ||||
| 30 Sep 2022 | ||||
| Interest | Currency risk | Fuel price risk | Total | |
| € million | rate risk | |||
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 |
265
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Positive and negative fair values of derivative financial instruments shown as receivables or liabilities | ||||
| 30 Sep 2022 | ||||
| Receivables | Liabilities | FV changes to | Nominal | |
| determine | volume | |||
| ineffective | ||||
| € million | portions | |||
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 |
Total | 259.1 | 60.7 | 97.4 | 6,499.8 |
266
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Carrying amounts and fair values according to classes and measurement categories according to IFRS 9 as at 30 Sep 2023 | ||||||
| Category according to IFRS 9 | ||||||
| Carrying amount | At amortised cost | Fair value with no | Fair value with no | Fair value | Fair value of | |
| effect on profit and | effect on profit and | through profit | financial | |||
| € million | loss without recycling | loss with recycling | and loss | instruments | ||
| Assets | ||||||
| Trade receivables and other receivables | ||||||
thereof instruments within the scope of IFRS 9 | 1,161.0 | 1,122.6 | – | – | 38.9 | 1,153.0 |
thereof instruments within the scope of IFRS 16 | 4.1 | – | – | – | – | 4.4 |
| Derivative financial instruments | ||||||
Hedging transactions | 236.4 | – | – | 236.4 | – | 236.4 |
Other derivative financial instruments | 32.1 | – | – | – | 32.1 | 32.1 |
Other financial assets | 59.4 | 48.6 | 9.9 | – | 0.9 | 57.3 |
Cash and cash equivalents | 2,060.3 | 1,588.3 | – | – | 472.2 | 2,060.5 |
| Liabilities | ||||||
Financial liabilities | 1,297.0 | 1,297.0 | – | – | – | 1,120.1 |
Trade payables | 3,373.7 | 3,374.7 | – | – | – | 3,374.7 |
| Derivative financial instruments | ||||||
Hedging transactions | 25.9 | – | – | 25.9 | – | 25.9 |
Other derivative financial instruments | 11.1 | – | – | – | 11.1 | 11.1 |
Other financial liabilities | 124.4 | 124.4 | – | – | – | 124.4 |
267
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Carrying amounts and fair values according to classes and measurement categories according to IFRS 9 as at 30 Sep 2022 | ||||||
| Category according to IFRS 9 | ||||||
| Carrying amount | At amortised cost | Fair value with no | Fair value with no | Fair value | Fair value of | |
| effect on profit and | effect on profit and | through profit | financial | |||
| € million | loss without recycling | loss with recycling | and loss | instruments | ||
| Assets | ||||||
| Trade receivables and other receivables | ||||||
thereof instruments within the scope of IFRS 9 | 1,133.8 | 1,027.3 | – | – | 106.5 | 1,124.5 |
thereof instruments within the scope of IFRS 16 | 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 |
268
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Aggregation according to measurement categories under IFRS 9 as at 30 Sep 2023 | ||
| Carrying | Fair Value | |
| amount of | ||
| financial | ||
| instruments | ||
| € million | To t a l | |
| Financial assets | ||
at amortised cost | 2,759.5 | 3,221.1 |
at fair value – recognised directly in equity without recycling | 9.9 | 9.9 |
at fair value – through profit and loss | 544.1 | 544.1 |
| Financial liabilities | ||
at amortised cost | 4,796.1 | 4,619.2 |
at fair value – through profit and loss | 11.1 | 11.1 |
| Aggregation according to measurement categories under IFRS 9 as at 30 Sep 2022 | ||
| Carrying | Fair Value | |
| amount of | ||
| financial | ||
| instruments | ||
| € million | Total | |
| 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 |
| Hierarchy of financial instruments measured at fair value as at 30 Sep 2023 | ||||
| Fair value hierarchy | ||||
€ million | To t a l | Level 1 | Level 2 | Level 3 |
| Assets | ||||
Other receivables | 38.9 | – | – | 38.9 |
Other financial assets | 10.8 | – | – | 10.8 |
| Derivative financial instruments | ||||
Hedging transactions | 236.4 | – | 236.4 | – |
Other derivative financial instruments | 32.1 | – | 32.1 | – |
Cash and cash equivalents | 472.2 | 472.2 | – | – |
| Liabilities | ||||
| Derivative financial instruments | ||||
Hedging transactions | 25.9 | – | 25.9 | – |
Other derivative financial instruments | 11.1 | – | 11.1 | – |
| Hierarchy of financial instruments measured at fair value as at 30 Sep 2022 | ||||
| Fair value hierarchy | ||||
€ million | Total | 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 | – |
269
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Financial assets measured at fair value in Level 3 | ||
| Other receivables | Other financial | |
| € million | IFRS 9 | assets IFRS 9 |
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 |
Balance as at 1 Oct 2022 | 106.5 | 10.5 |
Additions | – | 0.1 |
acquisition | – | 0.1 |
Disposals | – 70.6 | – 24.0 |
sale | – | – 24.0 |
payment | – 70.6 | – |
Total gains or losses for the period | 3.0 | 23.8 |
recognised through profit and loss | 3.0 | – |
recognised in other comprehensive income | – | 23.8 |
Foreign currency effects | – | 0.4 |
Balance as at 30 Sep 2023 | 38.9 | 10.8 |
270
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Net results of financial instruments | |||
| 2023 | |||
from interest | other | net result | |
| € million | net results | ||
Financial assets | 39.6 | – 49.2 | – 9.6 |
at amortised cost | 35.4 | – 48.7 | – 13.3 |
at fair value through profit or loss | 4.2 | – 0.5 | 3.7 |
Financial liabilities | – 275.3 | – 158.9 | – 434.2 |
at amortised cost | – 229.3 | – 119.7 | – 349.0 |
at fair value through profit or loss | – 46.0 | – 39.2 | – 85.2 |
Total | – 235.7 | – 208.1 | – 443.8 |
271
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Offsetting of financial assets | ||||||
| Financial assets and | ||||||
| liabilities not set off in the | ||||||
| balance sheet | ||||||
| Gross | Gross | Net amounts of | Financial | Collateral | Net amount | |
| amounts of | amounts of | financial assets set off, | liabilities | received | ||
| financial | financial | presented in the | ||||
| assets | liabilities set | balance sheet | ||||
| € million | off | |||||
| Financial assets | ||||||
| as at 30 Sep 2023 | ||||||
| Derivative financial | ||||||
| assets | 268.5 | – | 268.5 | 37.0 | – | 231.5 |
| Cash and cash | ||||||
| equivalents | 2,075.4 | 15.1 | 2,060.3 | – | – | 2,060.3 |
| 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 |
272
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 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
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, additional information can be found on page 188 and in the section on
Financial instruments, page 249 in the Notes.
Management variables used in capital management to measure and control the above objectives are Return
On Invested Capital (
ROIC) and the gross 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 ad
just-
ment 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 gross 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
improved
EBITDA, the gross leverage ratio improved in the 2023 financial year to a value of 2.6x (previous
year 4.7x). In the past financial year, we achieved our previous financial stability target of a gross leverage
ratio with a coverage ratio below 3.0x at 2.6x.
| Key figures of capital risk management | ||
€ million | 2023 | 2022 |
Ø Invested Capital | 5,115.1 | 5,457.8 |
Underlying EBIT | 977.2 | 408.7 |
ROIC | 19.1 % | 7.5 % |
Financial liabilities | 1,297.0 | 2,051.3 |
Lease liabilities | 2,918.1 | 3,207.5 |
Defined benefit obligation recognised on the balance sheet | 571.9 | 438.0 |
EBITDA | 1,858.5 | 1,203.3 |
Gross Leverage Ratio | 2.6 | 4.7 |
From financial year 2024 onwards, we define the net-leverage ratio along the following basic lines:
| Net Leverage Ratio | ||
€ million | 2023 | 2022 |
Financial liabilities | 1,297.0 | 2,051.3 |
plus Lease liabilities | 2,918.1 | 3,207.5 |
less Cash and cash equivalents | 2,060.3 | 1,736.9 |
less Other current financial assets | 48.6 | 85.8 |
Net Debt | 2,106.2 | 3,436.1 |
EBITDA (underlying) | 1,775.3 | 1,224.6 |
Net Leverage Ratio | 1.2 | 2.8 |
Due to lower net debt and the improvement in our EBITDA (underlying), our net-leverage ratio improved to
1.2x in the financial year 2023 (previous year 2.8x). We are aiming for a net-leverage ratio of strongly less
than 1.0x in the medium term.
273
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Reconciliation to underlying EBITDA | |||
€ million | 2023 | 2022 | Var. % |
EBIT | 999.3 | 320.0 | + 212.3 |
Amortisation and impairment (+) / reversals (–) of other intangible assets and depreciation and impairment (+) / reversals (–) of property, plants and equipment and right of use assets | 859.1 | 883.4 | – 2.7 |
EBITDA | 1,858.5 | 1,203.3 | + 54.4 |
Adjustments | – 83.2 | 21.3 | n. a. |
EBITDA (underlying) | 1,775.3 | 1,224.6 | + 45.0 |
274
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
275
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Other Notes
| Services of the auditors of the consolidated financial statements | ||
€ million | 2023 | 2022 |
Audit fees for TUI AG and subsidiaries in Germany | 3.7 | 3.4 |
Audit fees | 3.7 | 3.4 |
Review of interim financial statements | 0.3 | 0.4 |
Other certification services (mainly in connection with comfort letters) | 0.8 | 0.6 |
Other certification services | 1.1 | 1.0 |
Total | 4.8 | 4.4 |
Pension payments for former Executive Board members or their surviving dependants totalled € 6.4 m (previous
year € 6.2) in the completed financial year. Pension obligations according to IAS19 for former Executive
Board members and their surviving dependants amounted to € 59.1 m (previous year € 63.0 m) at the balance
sheet date.
276
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
(50) 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) in financial year 2023:
| Use of exemption provisions | |
DEFAG Beteiligungsverwaltungs GmbH I, Hanover | TUI Beteiligungs GmbH, Hanover |
DEFAG Beteiligungsverwaltungs GmbH III, Hanover | TUI BLUE DE GmbH, Hanover |
FIRST Travel GmbH, Hanover | TUI Business Services GmbH, Hanover |
Leibniz-Service GmbH, Hanover | TUI Customer Operations GmbH, Hanover |
l’tur GmbH, Rastatt | TUI Deutschland GmbH, Hanover |
Preussag Beteiligungsverwaltungs GmbH IX, Hanover | TUI Group Services GmbH, Hanover |
Robinson Club GmbH, Hanover | TUI Hotel Betriebsgesellschaft mbH, Hanover |
TICS GmbH Touristische Internet und Call Center Services, Rastatt | TUI Immobilien Services GmbH, Hanover |
TLT Urlaubsreisen GmbH, Hanover | TUI InfoTec GmbH, Hanover |
TUI 4 U GmbH, Bremen | TUI Insurance & Financial GmbH, Hanover |
TUI Airline Service GmbH, Hanover | TUI Leisure Travel Service GmbH, Neuss |
TUI Asset Management and Advisory GmbH, Hanover | TUIfly GmbH, Langenhagen |
TUI Aviation GmbH, Hanover | TUIfly Vermarktungs GmbH, Hanover |
| TUI Aviation Holding GmbH, Hanover |
| Transactions with related parties | ||
€ million | 2023 | 2022 |
| Services provided by the Group | ||
Management and consultancy services | 8.1 | 3.9 |
Sales of tourism services | 66.4 | 49.2 |
Other services | 0.5 | 0.8 |
Total | 75.0 | 53.9 |
| Services received by the Group | ||
Rental and leasing agreements | 12.5 | 18.3 |
Purchase of hotel services | 377.9 | 309.3 |
Distribution services | 8.7 | 6.5 |
Other services | 13.8 | 14.7 |
Total | 412.9 | 348.8 |
| Transactions with related parties | ||
€ million | 2023 | 2022 |
Services provided by the Group to non-consolidated Group companies | 0.4 | 0.4 |
joint ventures | 46.3 | 38.1 |
associates | 28.3 | 15.4 |
Total | 75.0 | 53.9 |
Services received by the Group from non-consolidated Group companies | 1.6 | 1.0 |
joint ventures | 296.0 | 226.4 |
associates | 115.3 | 121.4 |
Total | 412.9 | 348.8 |
277
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Receivables from related parties | ||
€ million | 30 Sep 2023 | 30 Sep 2022 |
Trade receivables from non-consolidated Group companies | – | 0.1 |
joint ventures | 13.6 | 9.6 |
associates | 0.6 | 0.5 |
Total | 14.2 | 10.2 |
Advances and loans to joint ventures | 3.1 | 3.3 |
associates | 4.6 | 26.9 |
Total | 7.7 | 30.2 |
Payments on account to joint ventures | 7.4 | 15.1 |
Total | 7.4 | 15.1 |
Other receivables from non-consolidated Group companies | 1.1 | 1.3 |
joint ventures | 3.9 | 2.4 |
associates | 0.3 | 1.6 |
Total | 5.3 | 5.3 |
| Payables due to related parties | ||
€ million | 30 Sep 2023 | 30 Sep 2022 |
Trade payables due to non-consolidated Group companies | 0.1 | 0.1 |
joint ventures | 45.3 | 40.5 |
associates | 12.5 | 19.7 |
Total | 57.9 | 60.3 |
Financial liabilities due to non-consolidated Group companies | 0.4 | 0.4 |
joint ventures | 217.4 | 91.6 |
Total | 217.8 | 92.0 |
Other liabilities due to non-consolidated Group companies | 4.8 | 4.5 |
joint ventures | 15.6 | 15.8 |
associates | 6.0 | 7.2 |
key management personnel | 6.8 | 3.0 |
Total | 33.2 | 30.5 |
278
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| Remuneration of Executive and Supervisory Board | ||
€ million | 2023 | 2022 |
Short-term benefits | 10.9 | 7.6 |
Post-employment benefits | 1.2 | 1.9 * |
Share-based payment | 2.3 | 1.1 |
Termination benefits – Share-based payment | 0.1 | 1.4 |
Termination benefits – Other | 1.4 | 3.0 |
Total | 15.9 | 15.0 |
| * Previous year adjusted |
279
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
(52) International Financial Reporting Standards (IFRS) not yet applied
| New standards endorsed by the EU, but applicable after 30 Sep 2023 | |||
Standard | Applicable from | Amendments | Expected impact on financial |
| position and performance | |||
| IFRS17 | 1 Jan 2023 | IFRS17 establishes the principles for the accounting for insurance contracts and replaces IFRS4. On 25June2020, the IASB published | No material impacts. |
| Insurance Contracts | 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. | |||
| Amendments to IAS1 | 1 Jan 2023 | The amendments to IAS1 and IFRS Practice Statement 2 are to help preparers in deciding which accounting and measurement methods to | No material impacts. |
| Disclosure of Accounting Policies | 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. | |||
| Amendments to IAS8 | 1 Jan 2023 | The amendments to IAS8 are to help entities to distinguish between accounting policies and accounting estimates. The definition of a change | No material impacts. |
| Definition of Accounting Estimates | 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. | |||
| Amendments to IFRS17 | 1 Jan 2023 | The amendment addresses implementation challenges in the presentation of comparative information that were identified after IFRS17 was | No impact. |
Initial Application of IFRS17 | published. | ||
and IFRS9 – Comparative Information | |||
| Amendments to IAS12 | 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 | No material impacts. |
| Deferred tax related to Assets | and taxable temporary differences at the same time. The initial recognition exemption, according to which deferred tax assets or liabilities are not | ||
and Liabilities arising from a Single Transaction | recognised on initial recognition of an asset or a liability, does not apply to transactions of this type. |
The following amendments and new standards have not yet been endorsed by the European Union.
280
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
| New standards and interpretations not yet endorsed by the EU and applicable after 30 Sep 2023 | |||
Standard | Applicable from | Amendments | Expected impact on financial position |
| and performance | |||
| Amendments to IAS1 | 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 | TUI will review the impacts of this |
| Classification of Liabilities | 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 amend- | amendment in due course. We | |
| as Current or Non-Current | ments additionally include guidance on the interpretation of the criterion ‘right to defer settlement by at least twelve months’ and clarify what | currently do not expect to see any | |
‘settlement’ refers to. On 15July2020, the IASB had issued an amendment resulting in the deferral of the effective date to 1January2023. | material impacts. | ||
By the amendments to IAS1 (Non-current Liabilities with Covenants) issued on 31October2022, the effective date of these amendments is | |||
| deferred again to 1January2024. | |||
| Amendments to IFRS16 | 1 Jan 2024 | The amendments clarify how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in IFRS15 | No material impacts. |
Lease Liability in a Sale and Leaseback | to be accounted for as a sale. | ||
| Amendments to IAS1 | 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 | TUI will review the impacts of this |
| Non-Current Liabilities | classification of the corresponding liability as current or non-current. However, an entity is required to disclose information in the notes | amendment in due course. We | |
| with Covenants | that enables users of financial statements to understand the risk that non-current liabilities with covenants could become repayable | currently do not expect to see any | |
| within twelve months. | material impacts. | ||
| Amendments to IAS7 and IFRS7 | 1 Jan 2024 | The amendments intend to increase the transparency of supplier finance arrangements and their effect on an entities liabilities, cash flows | TUI will review the impacts of this |
| Supplier Finance Arrangements | and exposure to liquidity risk. The amendments complement existing disclosure requirements insofar that an entity shall provide additional | amendment in due course. We | |
| qualitative and quantitative information about finance arrangements with suppliers. | currently do not expect to see any | ||
| impacts. | |||
| Amendments to IAS21 | 1 Jan 2025 | The amendments require an entity to apply a consistent approach in assessing whether a currency is exchangeable into another currency | No material impacts. |
| Lack of Exchangeability | and, if not, in determining the exchange rate to be used and the required disclosures in the notes. |
281
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Company | Country | Capital share in % | Company | Country | Capital share in % |
| Consolidated companies | FIRST Reisebüro Güttler GmbH & Co. KG, Dormagen | Germany | 75.1 | ||
| Tourism | FIRST Travel GmbH, Hanover | Germany | 100 | ||
Absolut Holding Limited, Qormi | Malta | 99.9 | Follow Coordinate Hotels Portugal Unipessoal Lda, Albufeira | Portugal | 100 |
Advent Insurance PCC Limited (Absolut Cell), Qormi | Malta | 100 | Fritidsresor Tours & Travels India Pvt Ltd., Bardez, Goa | India | 100 |
Africa Focus Tours Namibia (Proprietary) Limited, Windhoek | Namibia | 100 | GBH Turizm Sanayi Isletmecilik ve Ticaret A.Ş., Istanbul | Turkiye | 100 |
Antwun S.A., Clémency | Luxembourg | 100 | GEAFOND Número dos Fuerteventura S.A., Las Palmas, | ||
ATC African Travel Concept Proprietary Limited, Cape Town | South Africa | 50.1 | Gran Canaria | Spain | 100 |
ATC-Meetings and Conferences Proprietary Limited, Cape Town | South Africa | 100 | GEAFOND Número uno Lanzarote S.A., Las Palmas, Gran Canaria | Spain | 100 |
B.D.S Destination Services Tours, Cairo | Egypt | 100 | Gemma Limited, Unguja | Tanzania | 100 |
B2B d.o.o., Dubrovnik | Croatia | 100 | German Tur Turizm Ticaret A.Ş., Izmir | Turkiye | 100 |
BU RIUSA II EOOD, Sofia | Bulgaria | 100 | Groupement Touristique International SAS, Lille | France | 100 |
Cabotel-Hoteleria e Turismo Lda., Santiago | Cape Verde | 100 | Gulliver Travel d.o.o., Dubrovnik | Croatia | 100 |
Cel Obert SL, Sant Joan de Caselles | Andorra | 100 | Hannibal Tourisme et Culture SA, Tunis | Tunisia | 100 |
Chaves Hotel & Investimentos S.A., Sal-Rei, Boa Vista Island | Cape Verde | 100 | Hapag-Lloyd Reisebüro Hagen GmbH & Co. KG, Hanover | Germany | 100 |
Citirama Ltd., Quatre Bornes | Mauritius | 100 | Hellenic EFS Hotel Management E.P.E., Athens | Greece | 100 |
Club Hotel CV SA, Santa Maria | Cape Verde | 100 | Holiday Center S.A., Cala Serena/Cala d’Or | Spain | 100 |
Club Hôtel Management Tunisia SARL, Djerba | Tunisia | 100 | Holidays Services S.A., Agadir | Morocco | 100 |
Clubhotel Cala Serena S.A., Madrid | Spain | 100 | Hoteli Koločep d.d., Koločep | Croatia | 100 |
Clubhotel IP S.A., Athens | Greece | 100 | Hoteli Živogošće d.d., Živogošće | Croatia | 100 |
Clubhotel JD, S.A., Las Palmas | Spain | 100 | Iberotel International A.S., Antalya | Turkiye | 100 |
Cruisetour AG, Zurich | Switzerland | 100 | Iberotel Otelcilik A.Ş., Istanbul | Turkiye | 100 |
Daidalos Hotel- und Touristikunternehmen A.E., Athens | Greece | 89.8 | Imperial Cruising Company SARL, Heliopolis-Cairo | Egypt | 90 |
Darecko S.A., Luxembourg | Luxembourg | 100 | Inter Hotel SARL, Tunis | Tunisia | 100 |
Destination Services Singapore Pte Limited, Singapore | Singapore | 100 | Intercruises Port Operations Spain SLU, Barcelona | Spain | 100 |
Egyptian Germany Co. for Hotels Limited, Cairo | Egypt | 66.6 | Intercruises Port Operations USA Inc., Wilmington DE | United States | 100 |
Elena SL, Palma de Mallorca | Spain | 100 | Intercruises Shoreside & Port Services Canada, Inc., Quebec | Canada | 100 |
ETA Turizm Yatirim ve Isletmeleri A.S., Ankara | Turkiye | 100 | Intercruises Shoreside & Port Services Pty Limited, Sydney | Australia | 100 |
Evre Grup Turizm Yatirim A.Ş., Ankara | Turkiye | 100 | Intercruises Shoreside & Port Services Sam, Monaco | Monaco | 100 |
Explorers Travel Club Limited, Luton | United Kingdom | 100 | Intercruises Shoreside & Port Services SARL, Paris | France | 100 |
Faberest S.r.l., Verona | Italy | 100 | Intercruises Shoreside & Port Services UK Limited, Luton | United Kingdom | 100 |
First Choice (Turkey) Limited, Luton | United Kingdom | 100 | Intercruises Shoreside & Port Services, Inc., State of Delaware | United States | 100 |
First Choice Holiday Hypermarkets Limited, Luton | United Kingdom | 100 | Itaria Limited, Nicosia | Cyprus | 100 |
First Choice Holidays & Flights Limited, Luton | United Kingdom | 100 | Jandia Playa S.A., Morro Jable/Fuerteventura | Spain | 100 |
First Choice Land (Ireland) Limited, Dublin | Ireland | 100 | Kurt Safari Proprietary Limited, White River - Mpumalanga | South Africa | 51 |
First Choice Travel Shops Limited, Luton | United Kingdom | 100 | Kybele Turizm Yatırım San. Ve Tic. A.Ş., Istanbul | Turkiye | 100 |
282
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Company | Country | Capital share in % | Company | Country | Capital share in % |
Label Tour EURL, Levallois-Perret | France | 100 | RCHM S.A.S., Agadir | Morocco | 100 |
Le Passage to India Tours and Travels Pvt Ltd., New Delhi | India | 100 | Rideway Investments Limited, London | United Kingdom | 100 |
Lima Tours S.A.C., Lima | Peru | 100 | Riu Jamaicotel Ltd., Negril | Jamaica | 100 |
Lodges & Mountain Hotels SARL, Courchevel | France | 100 | Riumauricio Ltd., Port Louis | Mauritius | 100 |
l’tur GmbH, Rastatt | Germany | 100 | RIUSA II S.A., Palma de Mallorca * | Spain | 50 |
L’TUR Suisse AG, Basel | Switzerland | 99.5 | Riusa Lanka (PVT) Ltd., Ahungalla | Sri Lanka | 100 |
Lunn Poly Limited, Luton | United Kingdom | 100 | RIUSA NED B.V., Amsterdam | Netherlands | 100 |
Magic Hotels SA, Tunis | Tunisia | 100 | Robinson Austria Clubhotel GmbH, Villach-Landskron | Austria | 100 |
MAGIC LIFE Assets GmbH, Vienna | Austria | 100 | Robinson Club GmbH, Hanover | Germany | 100 |
Magic Life Egypt for Hotels LLC, Sharm el Sheikh | Egypt | 100 | Robinson Club Italia S.p.A., Marina di Ugento | Italy | 100 |
Magic Tourism International S.A., Tunis | Tunisia | 100 | Robinson Club Maldives Private Limited, Malé | Maldives | 100 |
Mai Khao Golden Land Company Limited, Phuket | Thailand | 100 | Robinson Clubhotel Turizm Ltd. Sti., Istanbul | Turkiye | 100 |
Manahe Ltd., Quatre Bornes | Mauritius | 51 | Robinson Hoteles España S.A., Cala d’Or | Spain | 100 |
Marella Cruises Limited, Luton | United Kingdom | 100 | Robinson Hotels Portugal S.A., Vila Nova de Cacela | Portugal | 67 |
Meetings & Events Spain S.L.U., Palma de Mallorca | Spain | 100 | Robinson Otelcilik A.Ş., Istanbul | Turkiye | 100 |
Musement S.p.A., Milan | Italy | 100 | Santa Maria Hotels SA, Santa Maria | Cape Verde | 100 |
MX RIUSA II S.A. de C.V., Cabo San Lucas | Mexico | 100 | SERAC Travel GmbH, Zermatt | Switzerland | 100 |
Nazar Nordic AB, Malmo | Sweden | 100 | Skymead Leasing Limited, Luton | United Kingdom | 100 |
Nouvelles Frontières Senegal S.R.L., Dakar | Senegal | 100 | Société d’Exploitation du Paladien Marrakech SA, Marrakesh | Morocco | 100 |
Nungwi Limited, Zanzibar | Tanzania | 100 | Société d’Investissement Aérien S.A., Casablanca | Morocco | 100 |
Ocean College LLC, Sharm el Sheikh | Egypt | 100 | Société d’investissement hotelier Almoravides S.A., Marrakesh | Morocco | 100 |
| Ocean Ventures for Hotels and Tourism Services SAE, | Société Marocaine pour le Developpement des Transports | ||||
| Sharm el Sheikh | Egypt | 98 | Touristiques S.A., Agadir | Morocco | 100 |
Pacific World (Beijing) Travel Agency Co., Ltd., Beijing | China | 100 | Sons of South Sinai for Tourism Services and Supplies SAE, | ||
Pacific World (Shanghai) Travel Agency Co. Limited, Shanghai | China | 100 | Sharm el Sheikh | Egypt | 84.1 |
Pacific World Destination East Sdn. Bhd., Penang | Malaysia | 65 | Stella Polaris Creta A.E., Heraklion | Greece | 100 |
Pacific World Meetings & Events Hong Kong, Limited, Hongkong | Hong Kong SAR | 100 | STIVA RII Ltd., Dublin | Ireland | 100 |
Pacific World Meetings & Events SAM, Monaco | Monaco | 100 | Summer Times Ltd., Quatre Bornes | Mauritius | 100 |
Pacific World Meetings & Events Singapore Pte. Ltd., Singapore | Singapore | 100 | Summertime International Ltd., Quatre Bornes | Mauritius | 100 |
Pacific World Meetings and Events France SARL, Nice | France | 100 | Sunshine Cruises Limited, Luton | United Kingdom | 100 |
| Pacific World Travel Services Company Limited, Ho Chi Minh City | Vietnam | 90 | Tantur Turizm Seyahat A.Ş., Istanbul | Turkiye | 100 |
| Papirüs Otelcilik Yatırım Turizm Seyahat İnşaat Ticaret A.Ş., Antalya | Turkiye | 100 | Tec4Jets NV, Zaventem | Belgium | 100 |
Paradise Hotel Management Company LLC, Cairo | Egypt | 100 | Thomson Reisen GmbH, St. Johann | Austria | 100 |
PATS N.V., Oostende | Belgium | 100 | Thomson Travel Group (Holdings) Limited, Luton | United Kingdom | 100 |
Promociones y Edificaciones Chiclana S.A., Palma de Mallorca | Spain | 100 | TICS GmbH Touristische Internet und Call Center Services, Rastatt | Germany | 100 |
PT Pacific World Nusantara, Bali | Indonesia | 100 | TLT Reisebüro GmbH, Hanover | Germany | 100 |
RC Clubhotel Cyprus Limited, Limassol | Cyprus | 100 | TLT Urlaubsreisen GmbH, Hanover | Germany | 100 |
| * Entrepreneurial management |
283
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Company | Country | Capital share in % | Company | Country | Capital share in % |
Travel Choice Limited, Luton | United Kingdom | 100 | TUI Holidays Ireland Limited, Dublin | Ireland | 100 |
Travel Guide With Offline Maps B.V., Amsterdam | Netherlands | 100 | TUI Hotel Betriebsgesellschaft mbH, Hanover | Germany | 100 |
TT Hotels Croatia d.o.o., Zagreb | Croatia | 100 | TUI India Private Limited, New Delhi | India | 100 |
TT Hotels Italia S.R.L., Rome | Italy | 100 | TUI International Holiday (Malaysia) Sdn. Bhd., Kuala Lumpur | Malaysia | 100 |
TT Hotels Turkey Otel Hizmetleri Turizm ve ticaret A.Ş., Antalya | Turkiye | 100 | TUI Ireland Limited, Luton | United Kingdom | 100 |
TUI (Suisse) AG, Zurich | Switzerland | 100 | TUI Italia S.r.l., Sorrent | Italy | 100 |
TUI 4 U GmbH, Bremen | Germany | 100 | TUI Italia S.r.l. “in liquidazione”, Fidenza | Italy | 100 |
TUI Airlines Belgium N.V., Oostende | Belgium | 100 | TUI Jamaica Limited, Montego Bay | Jamaica | 100 |
TUI Airlines Nederland B.V., Rijswijk | Netherlands | 100 | TUI LTE Viajes S.A de C.V, Mexico City | Mexico | 100 |
TUI Airways Limited, Luton | United Kingdom | 100 | TUI Malta Limited, Pieta | Malta | 100 |
TUI Ambassador Tours Unipessoal Lda, Lisbon | Portugal | 100 | TUI Mexicana SA de CV, Mexico City | Mexico | 100 |
TUI Asset Management and Advisory GmbH, Hanover | Germany | 100 | TUI Musement UK Holding Limited, Luton | United Kingdom | 100 |
TUI Austria Holding GmbH, Vienna | Austria | 100 | TUI Nederland Holding N.V., Rijswijk | Netherlands | 100 |
TUI Belgium NV, Oostende | Belgium | 100 | TUI Nederland N.V., Rijswijk | Netherlands | 100 |
TUI Belgium Real Estate N.V., Brussels | Belgium | 100 | TUI Nordic Holding AB, Stockholm | Sweden | 100 |
TUI Belgium Retail N.V., Zaventem | Belgium | 100 | TUI Norge AS, Stabekk | Norway | 100 |
TUI BLUE AT GmbH, Schladming | Austria | 100 | TUI Northern Europe Limited, Luton | United Kingdom | 100 |
TUI BLUE DE GmbH, Hanover | Germany | 100 | TUI Österreich GmbH, Vienna | Austria | 100 |
TUI Blue Hotels L.L.C., Dubai | United Arab Emirates | 100 | TUI Pension Scheme (UK) Limited, Luton | United Kingdom | 100 |
TUI Brasil Operadora e Agência de Viagens LTDA., Curitiba | Brazil | 100 | TUI Poland Dystrybucja Sp. z o.o., Warsaw | Poland | 100 |
TUI Bulgaria EOOD, Varna | Bulgaria | 100 | TUI Poland Sp. z o.o., Warsaw | Poland | 100 |
TUI Chile Operador y Agencia de Viajes SpA, Santiago | Chile | 100 | TUI PORTUGAL - Agencia de Viagens e Turismo S.A., Faro | Portugal | 100 |
TUI China Travel CO. Ltd., Beijing | China | 75 | TUI Reisecenter Austria Business Travel GmbH, Vienna | Austria | 74.9 |
TUI Curaçao N.V., Curaçao | Country of Curaçao | 100 | TUI Service AG, Altendorf | Switzerland | 100 |
TUI Customer Operations GmbH, Hanover | Germany | 100 | TUI Spain, SLU, Madrid | Spain | 100 |
TUI Cyprus Limited, Nicosia | Cyprus | 100 | TUI Suisse Retail AG, Zurich | Switzerland | 100 |
TUI Danmark A/S, Copenhagen | Denmark | 100 | TUI Sverige AB, Stockholm | Sweden | 100 |
TUI Destination Experiences (Thailand) Limited, Bangkok * | Thailand | 49 | TUI Technology NV, Zaventem | Belgium | 100 |
TUI Destination Experiences Costa Rica SA, San José | Costa Rica | 100 | TUI Travel Distribution N.V., Oostende | Belgium | 100 |
TUI Destination Services Cyprus, Nicosia | Cyprus | 100 | TUI UK Italia Srl, Turin | Italy | 100 |
TUI Deutschland GmbH, Hanover | Germany | 100 | TUI UK Limited, Luton | United Kingdom | 100 |
TUI Dominicana SAS, Higuey | Dominican Republic | 100 | TUI UK Retail Limited, Luton | United Kingdom | 100 |
TUI España Turismo SL, Palma de Mallorca | Spain | 100 | TUI UK Transport Limited, Luton | United Kingdom | 100 |
TUI Finland OY AB, Helsinki | Finland | 100 | TUIfly GmbH, Langenhagen | Germany | 100 |
TUI France SA, Levallois-Perret | France | 100 | TUIfly Nordic AB, Stockholm | Sweden | 100 |
TUI Hellas Travel Tourism and Airlines A.E., Athens | Greece | 100 | TUIfly Vermarktungs GmbH, Hanover | Germany | 100 |
TUI Holding Spain S.L., Palma de Mallorca | Spain | 100 | Tunisie Investment Services Holding S.A., Tunis | Tunisia | 100 |
| * Entrepreneurial management |
284
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Company | Country | Capital share in % | Company | Country | Capital share in % |
Tunisie Voyages S.A., Tunis | Tunisia | 100 | TUI Canada Holdings, Inc., Toronto | Canada | 100 |
Tunisotel S.A.R.L., Tunis | Tunisia | 100 | TUI Global Business Services Tunisia S.A.R.L, Tunis | Tunisia | 100 |
Turcotel Turizm A.Ş., Istanbul | Turkiye | 100 | TUI Group Fleet Finance Limited, Luton | United Kingdom | 100 |
Turkuaz Insaat Turizm A.Ş., Ankara | Turkiye | 100 | TUI Group Services GmbH, Hanover | Germany | 100 |
Ultramar Express Transport S.A., Palma de Mallorca | Spain | 100 | TUI Group UK Healthcare Limited, Luton | United Kingdom | 100 |
Umbhaba Eco Lodge Proprietary Limited, Cape Town | South Africa | 85 | TUI Group UK Trustee Limited, Luton | United Kingdom | 100 |
WOT Hotels Adriatic Management d.o.o., Zagreb | Croatia | 51 | TUI Immobilien Services GmbH, Hanover | Germany | 100 |
Zanzibar Beach Village Limited, Zanzibar | Tanzania | 100 | TUI InfoTec GmbH, Hanover | Germany | 100 |
TUI Insurance & Financial GmbH, Hanover | Germany | 100 | |||
| All other segments | TUI Leisure Travel Service GmbH, Neuss | Germany | 100 | ||
Absolut Insurance Limited, St. Peter Port | Guernsey | 100 | TUI Technology Portugal Unipessoal, Lda., Matosinhos | Portugal | 100 |
Canadian Pacific (UK) Limited, Luton | United Kingdom | 100 | TUI Travel Amber E&W LLP, Luton | United Kingdom | 100 |
Cast Agencies Europe Limited, Luton | United Kingdom | 100 | TUI Travel Aviation Finance Limited, Luton | United Kingdom | 100 |
CP Ships (Bermuda) Ltd., Hamilton | Bermuda | 100 | TUI Travel Common Investment Fund Trustee Limited, Luton | United Kingdom | 100 |
CP Ships (UK) Limited, Luton | United Kingdom | 100 | TUI Travel Group Management Services Limited, Luton | United Kingdom | 100 |
DEFAG Beteiligungsverwaltungs GmbH I, Hanover | Germany | 100 | TUI Travel Group Solutions Limited, Luton | United Kingdom | 100 |
DEFAG Beteiligungsverwaltungs GmbH III, Hanover | Germany | 100 | TUI Travel Holdings Limited, Luton | United Kingdom | 100 |
First Choice Holidays Finance Limited, Luton | United Kingdom | 100 | TUI Travel Limited, Luton | United Kingdom | 100 |
First Choice Holidays Limited, Luton | United Kingdom | 100 | TUI Travel Overseas Holdings Limited, Luton | United Kingdom | 100 |
First Choice Olympic Limited, Luton | United Kingdom | 100 | |||
Jetset Group Holding (Brazil) Limited, Luton | United Kingdom | 100 | Non-consolidated Group companies | ||
Jetset Group Holding Limited, Luton | United Kingdom | 100 | Tourism | ||
Leibniz-Service GmbH, Hanover | Germany | 100 | “Schwerin Plus” Touristik-Service GmbH, Schwerin | Germany | 80 |
Mala Pronta Viagens e Turismo Ltda., Curitiba | Brazil | 100 | Airline Consultancy Services S.A.R.L., Casablanca | Morocco | 100 |
Manufacturer’s Serial Number 852 Limited, Dublin | Ireland | 100 | Ambassador Tours S.A., Barcelona | Spain | 100 |
PM Peiner Maschinen GmbH, Hanover | Germany | 100 | Centro de Servicios Destination Management SA de CV, Cancun | Mexico | 100 |
Preussag Beteiligungsverwaltungs GmbH IX, Hanover | Germany | 100 | FIRST Reisebüro Güttler Verwaltungs GmbH, Hanover | Germany | 75 |
Sovereign Tour Operations Limited, Luton | United Kingdom | 100 | Hapag-Lloyd Reisebüro Hagen Verwaltungs GmbH, Hanover | Germany | 100 |
Thomson Airways Trustee Limited, Luton | United Kingdom | 100 | Ikaros Travel A.E.(i.L.), Heraklion | Greece | 100 |
travel-Ba.Sys GmbH & Co KG, Mülheim an der Ruhr | Germany | 83.5 | L’TUR SARL, Schiltigheim | France | 100 |
TUI Airline Service GmbH, Hanover | Germany | 100 | Lunn Poly (Jersey) Limited, St. Helier | Jersey | 100 |
TUI Aviation Asset Company Limited, Luton | United Kingdom | 100 | N.S.E. Travel and Tourism A.E. (i.L.), Athens | Greece | 100 |
TUI Aviation GmbH, Hanover | Germany | 100 | NEA Synora Hotels Limited (Hinitsa Beach), Porto Heli Argolide | Greece | 100 |
TUI Aviation Holding GmbH, Hanover | Germany | 100 | New Eden S.A., Marrakesh | Morocco | 100 |
TUI Aviation Services Limited, Luton | United Kingdom | 100 | Nouvelles Frontières Burkina Faso EURL, Ouagadougou | Burkina Faso | 100 |
TUI Beteiligungs GmbH, Hanover | Germany | 100 | Nouvelles Frontières Tereso EURL, Grand Bassam | Ivory Coast | 100 |
TUI Business Services GmbH, Hanover | Germany | 100 | Nouvelles Frontières Togo S.R.L.(i.L), Lome | Togo | 99 |
285
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
286
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288
Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Company | Country | Capital share in % | ||
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 | ||
TRAVELStar Touristik GmbH & Co. OHG, Vienna | Austria | 50 | ||
TUI Cruises GmbH, Hamburg | Germany | 50 | ||
TUI Global Hospitality Fund SCS, SICAF-RAIF, Grevenmacher | Luxembourg | 10 | ||
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 |
287
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
287 Responsibility Statement
by Management
288 Independent
Auditor’sReport
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 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 performance
of the business and the position of the Group, together with a description of the principal opportunities and
risks associated with the expected development of the Group.
Hanover, 4 December 2023
The Executive Board
Sebastian Ebel David Burling Mathias Kiep
Peter Krueger Sybille Reiss
296
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
287 Responsibility Statement
by Management
288 Independent
Auditor’sReport
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 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.
297
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
287 Responsibility Statement
by Management
288 Independent
Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
FINANCIAL CALENDAR
13FEBRUARY2024
Annual General Meeting 2024
13FEBRUARY2024
Quarterly Statement Q1 2024
15MAY2024
Half-Year Financial Report H1 2024
14AUGUST2024
Quarterly Statement Q3 2024
11 DECEMBER 2024
Annual Report 2024
PUBLISHED BY
TUIAG
Karl-Wiechert-Allee 23
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); Sarah Rauch (p. 6); Christian Wyrwa (p. 8); André Walther (p. 12)