2021
A NNUA L RE P ORT
»We want to, we can and we will find our way back to
economic strength. We are working on this relentlessly.
The new TUI will be leaner, more digital, and more
efficient. But it will continue to set standards in tourism
in terms of quality, innovation, and sustainability.
Tourism is and will remain a strong growth market – the
pandemic has merely hit a pause button.«
Friedrich Joussen, Chief Executive Officer of TUI AG
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
3
CONTE NT S
FINANCIAL YEAR 2021
CORPORATE GOVERNANCE
* The Annual Report of TUI Group and the financial statements of TUI AG are available in German
and in English: https://www.tuigroup.com/en-en/investors/annual-reports
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6
10
11
20
Financial Highlights
Interview with Friedrich Joussen
Group Executive Committee
Report of the Supervisory Board
Audit Committee Report
105
109
121
Supervisory Board and Executive Board
Corporate Governance Report
Remuneration Report
COMBINED MANAGEMENT
REPORT
25
28
35
50
53
75
93
97
TUI Group Strategy
Corporate Profile
Risk Report
Overall Assessment by the Executive Board and
Report on expected Developments
Business Review
Combined non-financial Declaration
Annual financial Statements of TUI AG
Information required under Takeover Law
100
TUI Share (not part of the Management Report)
CONSOLIDATED
FINANCIAL STATEMENTS
AND NOTES
148
148
148
148
149
150
152
153
248
249
256
Consolidated Financial Statements
Consolidated Income Statement
Earnings per share
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Cash Flow Statement
Notes
Responsibility Statement by Management
Independent Auditor’s Report
Forward-Looking Statements
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C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
S TAT E M E N T S A N D N O T E S 1
C O N S O L I D AT E D F I N A N C I A L
C O R P O R AT E G O V E R N A N C E
FINA NCIAL YE AR 2021
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6
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Financial Highlights
Interview with Friedrich Joussen
Group Executive Committee
Report of the Supervisory Board
Audit Committee Report
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FINA NCIAL HIGHLIGHT S
TUI Group – financial highlights
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.
€ million
Revenue
Underlying EBIT 1
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
TUI Group
EBIT 1
Underlying EBITDA
EBITDA 2
Group loss
Earnings per share
Net capex and investment
Equity ratio (30 Sept) 3
Net financial position (30 Sept)
Employees (30 Sept)
€
%
2021
2020
adjusted
Var. %
Var. %
at constant
currency
This Annual Report 2021 of the TUI Group was prepared for the reporting period from 1 October 2020 to 30 September 2021.
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 58
4,731.6
7,943.7
– 40.4
– 40.5
intangible assets, depreciation and write-downs of property, plant and equipment, investments and current assets.
2 EBITDA is defined as earnings before interest, income taxes, goodwill impairment and amortisation and write-downs of other
3 Equity divided by balance sheet total in %, variance is given in percentage points.
+ 58.8
+ 14.2
+ 6.6
+ 34.4
+ 1.4
+ 46.5
+ 59.9
+ 27.8
+ 56.8
+ 31.2
– 152.7
– 277.5
– 105.3
– 535.4
– 965.8
– 328.6
– 176.6
– 1,470.9
– 69.1
– 2,075.5
– 2,012.8
– 1,145.2
– 1,000.4
– 2,480.9
– 2.58
– 699.1
– 3.0
– 4,954.2
50,584
– 395.2
– 322.3
– 114.0
– 831.5
– 960.9
– 612.5
– 433.7
– 2,007.1
– 158.4
– 2,997.0
– 2,927.4
– 1,615.0
– 1,355.0
– 3,139.1
– 5.34
– 149.3
1.4
– 6,420.9
48,330
+ 61.4
+ 13.9
+ 7.6
+ 35.6
– 0.5
+ 46.4
+ 59.3
+ 26.7
+ 56.4
+ 30.7
+ 31.2
+ 29.1
+ 26.2
+ 21.0
+ 51.7
– 368.3
– 4.4
+ 22.8
+ 4.7
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
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C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
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IN T ERVIEW W IT H FRIED RICH JOUS S EN
»WE WANT TO, WE
CAN AND WE WILL FIND
OUR WAY BACK TO
ECONOMIC STRENGTH.«
Last year was marked by transition:
after a period of standstill, airlines,
hotels and tourism companies made a
successful new start. What has changed
for TUI as a result of the pandemic?
CEO Friedrich Joussen explains what
is new, what remains – and why there
are good reasons for optimism.
6
FRIEDRICH JO USSEN
Chief Executive Officer of TUI AG
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
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»For many people,
experiences and encoun-
ters are more important
than property and
possessions. Travel
benefits from this.«
How does TUI rate the 2021 season in tourism?
The reboot after Easter and the summer season were
successful for TUI. This shows also in the results. Of course,
2021 was a transition year. The late restart, some Euro-
pean source markets lifting restrictions in our fourth
financial quarter only, not all destinations being perma-
nently open – this required a lot of flexibility. Like no one
else, TUI delivers this flexibility, because we have all steps
of the value chain inhouse and can take fast and coordi-
nated decisions. When we open hotels in a destination,
we set up the flightplan, we have the aircraft to operate
the destination and the teams on site to look after our
guests. Everything meshes together. This is important for
the guest and our service, and it is economically efficient.
The good news for 2021 is: the market is intact, the
COVID-19 pandemic has not changed that. Holidays are
extremely important for people. Bookings in the fourth
quarter were, as expected, around 50 % of a normal
booking year. Despite the challenging environment,
Hotels & Resorts and the Central and West regions were
able to achieve positive results for the first time since the
beginning of the pandemic. This once again demonstrates
the benefits of our integrated business model. Our hotel
partners and all the companies operating in tourism have
enabled people to enjoy a safe, relaxing holiday. We want
to say thank you – to our guests for their loyalty, to our
colleagues for their great commitment and to our
hoteliers and local partners for being so professional
and hospitable.
What are TUI’s expectations for the 2022 season?
Looking ahead to the 2022 summer season, we are
positive. The indicators and trends are intact, summer
2022 is well booked and currently in line with capacity
expectations. Presently, at the end of 2021, we are
seeing the fourth wave, among others in our home
market Germany. At the same time, many countries
in southern Europe are very stable, with low incidences
and high vaccination rates. These are destinations that
were also well booked and very safe last winter. How-
ever, it is crucial to look ahead to spring and summer
2022. It is still too early to make a real forecast for the
2022 summer season. But we are optimistic that
tourism will be able to recover to 2019 levels next
summer. At the same time, we also know from 2021
that bookings will be made much later and at shorter
notice. Bookings for summer 2022 from all TUI markets
are already very encouraging.
a little later. But the long-haul destinations are on the
way back, including North Africa and the Cape Verde
Islands.
What hasn’t changed, in your view?
Tourism is and will remain a strong growth market.
It benefits from overarching social trends that are
already very evident today and will intensify in the long
term: People are getting older, they are healthier and
live more consciously. Many have the financial means
and make a conscious decision to travel. For many
people, experiences and encounters are more impor-
tant than property and possessions. You could say that
experiences are the new luxury. People want to expe-
rience special moments. That is the holiday, the hotel
or the cruise segment. Travel benefits from this. The
pandemic has merely hit a pause button, but the trends
are unbroken and continue.
What new trends in travel behaviour have you been
seeing since the pandemic?
One major, lasting trend is customer demand for
higher-value travel and more add-on services. Holiday-
makers are willing to spend more money on, for example,
room upgrades, a higher quality hotel or individual,
authentic experiences. There has also been a slight increase
in the average length of stay. At the moment we are
seeing a strong shift towards the Mediterranean countries.
We expect recovery in the long-haul business to follow
What plans does TUI Group have for investment?
Has the pandemic changed those plans in any way?
We will press ahead with our asset-right strategy,
which we launched back in 2019 before the pandemic
crisis began. That means more hotels to be operated
by us, fewer hotels under our ownership. We are a
hotel company, not a real estate company. The growth
of the Group and its hotels will no longer be linked to
investment. We are separating hotel management and
the holiday experience from the ownership of real estate.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
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The merits of the business case have been demon-
strated globally by city hotels. With over 400 hotels, TUI
is the global leader in the holiday hotel sector. For the
customer experience, it’s the brand and the quality of
hotel that matter, not whether the property belongs
to us. We will carry on creating a personalised hotel
experience for our guests, and that can be done just
as well through management contracts. We are on the
look-out above all, for long-term strategic partnerships
and we also give consideration to working with insti-
tutional investors. Basically, our growth plans include
holiday hotels in Europe, East Asia, Africa and the
Caribbean.
But you are also looking to transformation and
digitalisation. Where does TUI stand there?
We began early to transform TUI from a vertically
integrated tourism group into a digital platform com-
pany. That was already important before the crisis and
was pushed forward massively. An extremely important
building block is our business segment Activities and
Experiences. We see great potential for the future
there. As I said before, experience is the new luxury.
We are active in more than 100 countries around the
world, we connect the experiences of the world and
the demands of the customers. For our own busi-
nesses and as a partner for third parties. Through the
acquisition and integration of Musement, we have
developed a strategic business area. The integration
of Musement is complete and is delivering excellent
results. The experiences platform is now so scalable
and robust that other major travel portals are also
using it for their customers.
Lots of destinations are looking to sustainability
and quality, but that puts the price up. Does that fit
in with your plans or does it reduce the number of
people taking holidays?
Sustainability and quality are an important component
in our strategy. We have invested in new aircraft, com-
missioned new cruise liners, and over 80 per cent of our
hotels have been certified as sustainable. In 2019 we
already cut out more than 250 million plastic items across
all operations. The important thing is to protect the
environment at the destination while enabling local
people and local businesses to derive economic and
social benefits from that. The way I see it, social and
environmental sustainability belong together. I liked the
motto they chose for the G20 summit: ‘People, Planet,
Prosperity’. Our sustainability agenda is called ‘People,
Planet, Progress’. Progress stands for moving forwards
and the measurable advances that we want to achieve
year by year. I look at greater sustainability and further
transformation as entrepreneurial opportunities, not as
a consequence of political regulation. We at TUI aren’t
starting out from scratch, but building on our programmes
and successes of the last few years. TUI has always
attached great importance to sustainability. Not only the
»The pandemic has merely
hit a pause button, but
the trends are unbroken
and continue.«
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
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9
company, but in particular our employees. At the same
time, it is important to me that we do not outdo ourselves
with promises, but set measurable targets, make conscious
decisions and then make real progress. The decisions of
recent years to invest in a modern, CO2-efficient aircraft
fleet have been made in this way, and the reduction of
plastic parts has followed the same logic.
How are you organising the disposal of interests to the
Riu Group? What impact will it have on customers?
None at all. TUI still holds a 50 % stake in Riu. The core
is and remains the successful 50:50 joint venture held
by the Riu family and TUI, the hotel company. The
operation and marketing of all Riu hotels, 100 of them
around the world, all take place under that roof. Nothing
changes for our guests, and Riu – just like in the past –
makes a substantial contribution to earnings in the TUI
hotel segment. The changes have affected a second
branch, essentially a company engaged purely in owning
real estate, which managed 21 properties. TUI held a
49 % minority stake in that real estate company. The Riu
family have now taken those properties over completely.
The sale has already been concluded several months ago
and it has no impact on operations. Those 21 properties
are still being operated and marketed by our joint hotel
venture. For a hotel operator, owning the property is not
the decisive factor. In fact, it tends to be the exception
with big hotel brands. What counts is the management,
the marketing, the design of the hotel and holiday
experiences, and the hotel brands. Nothing has changed
there at Riu and TUI.
No doubt, 2020 and 2021 are bound to enter history
as pandemic years. What about 2022?
Following the transformation and restructuring of
our business segments, and the reboot in tourism over
the last few months, our focus is now on refinancing
and reducing the drawdown of public loans. We want
to, we can and we will find our way back to economic
strength. We are working on this relentlessly. The new
TUI will be leaner, more digital and more efficient. But
it will continue to set standards in tourism in terms of
quality, innovation, and sustainability. What makes us
unique is our enthusiasm for what we do: creating
holiday experiences for our customers. The desire for this
will be greater than ever after two years of pandemic.
This also makes all of us at TUI optimistic for 2022.
Thank you for your time.
»I look at greater sustainability
and further transformation as
entrepreneurial opportunities.
We at TUI aren’t starting out
from scratch, but building on our
programmes and successes of
the last few years.«
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
GROUP E XECU TIVE COMMIT TEE 1
FRANK ROSENBERGER
Executive Board Member;
Chief Information Officer &
Future Markets
PET ER KRUEGER
Executive Board Member;
Chief Strategy Officer
FR IEDRICH JO USSEN
Chief Executive Officer
SEBASTIAN EB EL
Executive Board Member;
Chief Financial Officer
DAVID BURLING
CEO Markets
ELIE BRUYNINCK X
CEO Western Region
SYB ILLE REISS
(as of 1 July 2021)
Executive Board Member;
Chief HR Officer /
Labour Director 2
DR HILKA SCHN EID ER
(until 31 December 2021)
Group Director Legal,
Compliance & Board Office
THOMAS ELLERBEC K
Group Director Corporate and
External Affairs &
Chief Sustainability Officer
ERIK FRIEMU TH
Chief Marketing Officer &
Managing Director
TUI Hotels & Resorts
1 0
Please refer to our website for CVs www.tuigroup.com/
en-en/about-us/about-tui-group/management
1 As of 30 September 2021
2 Dr Elke Eller (until 30 June 2021)
DAVID SC HELP
CEO TUI Musement
REPORT OF THE SUPERVISORY BOARD
Dear Ladies and Gentlemen,
The past financial year was marked by the effects of the COVID-19 pandemic. This brought many challenges.
There were also bright spots, among other things. After the decline in the number of infections and initial
relaxations, which also made travel to selected destinations possible again, had made us cautiously optimistic at
the beginning of the financial year, the pandemic had us firmly in its grip again by November at the latest.
The lockdown, which has been in effect since mid-December 2020, has significantly restricted public life and
also brought travel to and from our key source markets and destinations to a virtual standstill once again.
Large parts of Europe were declared risk areas again in autumn 2020, so that passenger traffic was severely
restricted and strict testing and quarantine rules were implemented. The emergence of new virus variants as
well as the bottleneck in the procurement of vaccines and the resulting delay in the start of the Europe-wide
vaccination campaign has significantly dampened our expectations and hopes for the financial year at the
beginning of 2021.
Even in this environment, our customers’ desire to travel remained unbroken. As soon as destinations were
able to reopen, bookings increased by leaps and bounds, despite testing obligations and strict hygiene
measures. The best example of this was Mallorca over the Easter holidays. Our safety and hygiene concepts
on the road and in the local hotels are effective and are regularly reviewed and revised. We have also revised
and expanded our products and services to meet new customer needs: Flexible cancellation and rebooking
options are now much more important than Last-Minute bargain prices. New offers such as workation and
alternative accommodation are proving very popular. The TUI brand continues to stand for unforgettable
holiday experiences, quality and safety and thus enjoys the trust of our customers. With the summer season,
we were fortunately able to devote our full attention to the reopening of our hotels and the provision of
flight capacity in most destinations and our ships were ready to set sail again.
However, the crisis is not over, the pandemic is not yet over and so we will closely monitor further develop-
ments in order to be able to react as flexibly as possible.
DR DIETER ZETSCHE
Chairman of the Supervisory Board
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
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C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
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12
However, not only COVID-19, but also political events have shaped the past business year. Brexit went almost
unnoticed by the public. The concrete challenges that this will bring for the operating business and our
customers in our largest source market, the United Kingdom, will presumably only become fully apparent
when the market environment returns to normal.
You, dear shareholders, have repeatedly demonstrated your confidence in our inherently intact and com-
petitive business model in the past financial year. At the Extraordinary General Meeting in January 2021, you
approved a substantial capital increase, thereby signalling to us that you believe in TUI’s continued existence,
recovery and competitiveness in a post-COVID-19 market environment and have confidence in the management.
On behalf of the entire Supervisory Board, I would like to take this opportunity to express my sincere thanks
to you!
The 2021 business year, however, presented not only challenges but also opportunities. We have used the
pandemic-related operational standstill to drive forward the transformation into a digital platform company.
The first functions are already available and the roll-out to the various source markets is progressing rapidly.
For more than a year, most employees have been working almost entirely from home without any loss of
efficiency or major technical difficulties. We all miss the personal exchange, of course, and that should return
as soon as the situation allows. However, our working world has changed permanently and we want to take
the positive effects and experiences with us into the time after the pandemic. In future, employees will be
free to choose where they want to work from, TUI will merge office buildings and set up flexible workplaces
through so-called desk sharing. This will make us more attractive to our employees, more flexible, more
efficient and, last but not least, save us considerable costs.
We as the Supervisory Board have also adapted and got used to the new circumstances. All meetings were
held digitally. Of course, we also hope that it will be possible to meet in person again. But we are now more
flexible and know that the Supervisory Board has also successfully taken the path into the digital world.
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 109). In doing so, the Supervisory Board has primarily monitored the
legality and regularity, expediency and efficiency of the actions of the management and the Executive Board,
naturally with a significant focus on managing the impacts of the COVID-19 pandemic. Further details can be
found in the report below.
The Executive Board kept us regularly, promptly and comprehensively informed through written and verbal
reports at and outside meetings. These reports contained all relevant information on the development and
implementation of strategic goals, liquidity development, planning, business development during the year
and the situation of the Group, the risk situation and risk management, compliance, but also reports from
the capital markets (e. g. from analysts) and the press. In financial year 2021, the focus was primarily on over-
coming the challenges in connection with the COVID-19 pandemic and thus both the structural and financial
consequences of the operational standstill and the resumption of business operations. The impact of Brexit,
which took place at the beginning of 2021, and the corresponding consequences, especially for the UK source
market, were also the subject of discussion. The Supervisory Board was involved in all decisions of fundamental
importance for the company in good time. 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 advance. The Executive Board also informed the Supervisory Board immediately about urgent issues
in writing and at extraordinary meetings convened at short notice. As Chairman of the Supervisory Board,
I was also regularly informed by the Executive Board about the current business situation and important
business transactions in the company outside of the Supervisory Board meetings.
Deliberations in the Supervisory Board and its Committees
Prior to the Supervisory Board meetings, the shareholder and employee representatives met in separate
preparatory meetings. Members of the Executive Board also regularly participated in these meetings.
Discussions of Executive Board and Supervisory Board matters take place without the members of the
Executive Board, unless otherwise requested by the members of the Supervisory Board. All members of the
Supervisory Board may also submit to the Chairman of the Supervisory Board the need to discuss an item
on the agenda without the presence of the Executive Board. In addition, the agenda of each meeting of the
Supervisory Board provides for a separate agenda item, irrespective of the topic, for which the members of
the Executive Board are not present. Members of the Supervisory Board may raise all topics to be discussed
without the Executive Board within the scope of this agenda item.
In addition to the plenum, a total of four committees were established in the past financial year: the Presiding
Committee, the Audit Committee, the Strategy 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 report regularly and in detail on the work of the
committees at the regular meetings of the Supervisory Board. In connection with the application for further
stabilisation measures and the use of financing instruments, Transaction Committees set up by the Supervisory
Board and consisting of Dr Zetsche, Mr Jakobi and Prof. Dr Ernst 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 Committees were always accessible to all
members of the Supervisory Board. In addition, the meetings were reported on at the respective subsequent
Supervisory Board meeting. No additional remuneration or attendance fees were paid for the meetings
of the Transaction Committees.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
13
Despite the high number of meetings, we were able to record a consistently high attendance rate at our
consultations in financial year 2021, as in previous years. Attendance at the plenary meetings averaged
95.0 % (previous year 97.1 %) and at the committees 98.6 % (previous year 98.8 %). The vast majority of the
members of the Supervisory Board participated in all meetings of the Supervisory Board and in its committees
in accordance with their respective membership in financial year 2021. Members who were unable to attend
the meetings generally participated in the resolutions by sending written votes. 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.
All Supervisory Board and committee meetings in the reporting period were held as video conferences
against the background of the COVID-19 pandemic.
Attendance at meetings of Supervisory Board financial year 2021
Attendance at meetings of Supervisory Board financial year 2021
Supervisory
Board
meetings
Transaction
committees
Presiding
committee
Audit
committee
Nomination
committee
Strategy
Committee
4 (4)
4 (4)
4 (4)
5 (5)1
5 (5)
3 (3)
5 (5)
2 (2)
3 (3)
3 (5)
3 (3)
5 (5)
100.0
94.4
3 (3)
6 (6)1
6 (6)
3 (3)
4 (4)1
8 (8)
8 (8)
4 (4)
8 (8)1
0 (0)
6 (6)
3 (4)
4 (4)
4 (4)
8 (8)
4 (4)
4 (4)
4 (4)
4 (4)
98.4
2 (2)
4 (4)
2 (2)
2 (2)
6 (6)
3 (3)
100.0
100.0
15 (15)
15 (15)
7 (7)
13 (15)
15 (15)
15 (15)
15 (15)
15 (15)
14 (15)
5 (8)
7 (7)
15 (15)
7 (7)
7 (8)
15 (15)
15 (15)
7 (15)
8 (8)
7 (7)
15 (15)
15 (15)
15 (15)
8 (8)
15 (15)
95.0
98.6
Name
Dr Dieter Zetsche (Chairman)
Frank Jakobi (Deputy Chairman)
Peter Long (Deputy Chairman)
(until 25 March 2021)
Ingrid-Helen Arnold
Andreas Barczewski
Peter Bremme
Prof. Dr Edgar Ernst
Wolfgang Flintermann
María Garaña Corces
Dr Jutta Dönges
(since 25 March 2021)
Angelika Gifford (until 25 March 2021)
Stefan Heinemann
(since 21 July 2020)
Dr Dierk Hirschel
(until 25 March 2021)
Janina Kugel (since 25 March 2021)
Vladimir Lukin
Coline Lucille McConville
Alexey Mordashov
Mark Muratovic
(since 25 March 2021)
Michael Pönipp
(until 28 February 2021)
Carola Schwirn
Anette Strempel
Joan Trían Riu
Tanja Viehl (since 25 March 2021)
Stefan Weinhofer
Attendance at meetings in %
Attendance at Committee
meetings in %
(In brackets: number of meetings held)
1 Chairperson of Committee.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
14
Main topics of the Supervisory Board’s work
There were 15 meetings of the Supervisory Board. In addition, four resolutions were passed by circular
decision. Furthermore, the respective Transaction Committees of the Supervisory Board met four times and
another resolution was passed by circular resolution. The following focal points were the subject of the indi-
vidual meetings:
1.
At its meeting on 6 October 2020, the Supervisory Board first reviewed the past financial year and
approved the budget for financial year 2021. Furthermore, the Supervisory Board dealt with the pre-
requisites of a possible capital increase with subscription rights, taking into account the existing regulations
in the United Kingdom, and gave its approval to the establishment of a corresponding Transaction
Committee to ensure a short-term resolution. Furthermore, a report was given on the current state
of negotiations between the EU and the United Kingdom regarding the upcoming Brexit and possible
consequences for free air traffic. The Supervisory Board also explored the possibility of holding the 2021
Annual General Meeting in virtual form. Among the Executive Board matters, the Supervisory Board
decided to terminate the appointment of Ms Conix by mutual agreement at the end of the year and to
give Mr Ebel responsibility for the finance department. In addition, Mr Krueger was appointed as a new
member of the Executive Board for the business area ‘Group Strategy, M&A, Airline and JV’s’ with effect
from the beginning of 2021. In addition to approving the organizational chart of the Executive Board,
the Supervisory Board decided, among other things, to waive the determination of the individual
performance factor for the Executive Board’s annual performance-related remuneration (STI) in view
of the current circumstances and determined the appropriateness of the Executive Board’s pension
remuneration for the past financial year.
2. The extraordinary meeting on 19 October 2020 included an update on securing the Group’s liquidity.
The Executive Board reported on concrete considerations to forego the capital increase for the time
being in view of the current market environment and to apply for further state aid instead.
5.
At the meeting on 9 December 2020, the Executive Board informed the Supervisory Board about the
current status of the process for the further granting of stabilisation measures and the associated anti-
trust and state aid review by the EU: The financial statements of the Group and TUI AG, each of which
had been issued with an unqualified audit opinion by the auditors, and the combined management report
for the Group were then discussed. The auditors were also present. A discussion was also held with the
auditors in the absence of the Executive Board members. We then approved the financial statements
prepared by the Executive Board and the combined management report for TUI AG and the Group. The
annual financial statements for financial year 2020 were thus adopted. The Supervisory Board also approved
the Report of the Supervisory Board, the Corporate Governance Report and the Remuneration Report.
In addition, the declarations of compliance with the German and UK Corporate Governance Codes and the
proposal to the General Assembly to engage Deloitte GmbH Wirtschaftprüfungsgesellschaft for the 2021
half-year and annual financial statements were adopted. Furthermore, the Supervisory Board decided
to hold the extraordinary general meeting on 5 January 2021 virtually and agreed to disclose the voting
results and voting intentions of the members of the Supervisory Board.
6. At its meeting on 28 December 2020, the Transaction Committee approved the measures required
for the implementation of the third package of stabilisation measures.
7.
On 3 January 2021, the Transaction Committee approved the amendment to the revolving credit facilities in
connection with stabilisation measures.
8. On 7 January 2021, the Transaction Committee lifted the closed period resulting from internal re-
quirements by means of a circular decsision in order to allow the exercise of subscription rights for TUI
employees against the background of the upcoming capital increase. These employees had, for example,
participated in the Company’s employee share programme in previous years and were thus shareholders
of the Company.
3.
4.
At an extraordinary meeting on 20 November 2020, the Executive Board provided information on the
impact of government measures to contain the COVID-19 pandemic, the current status of the application
process at the WSF for further government aid and presented the updated liquidity forecast. In addition,
the immunologist and scientific advisor to the Society, Prof. Dr Kaufmann, reported on the development
and effectiveness of vaccines and current developments.
9.
The meeting of 8 February 2021 included explanations on the quarterly report and quarterly financial
report. The Executive Board then presented the updated liquidity planning based on different recovery
scenarios regarding the summer business. In addition to planning for the Annual General Meeting, the
Supervisory Board dealt with the changes to the remuneration restrictions applicable to the members of
the Executive Board from the second framework agreement with WSF and approved the conclusion of
corresponding addenda to the service agreements.
In its meeting on 2 December 2020, the Supervisory Board approved, after intensive discussion, the term
sheet agreed with the WSF for a further stabilisation package, as well as the establishment of a cor-
responding committee consisting of Dr Zetsche, Mr Jakobi and Prof. Dr Ernst to enable a decision to be
taken at short notice. The Executive Board also gave an overview of the current liquidity situation and
forecasts based on it and discussed the draft of the non-financial statement. In addition, the impact of
the pandemic on the workforce, such as through short-time working and the long-term changes in work
design and culture, as well as internal restructuring and cost-saving programmes, were outlined.
10. In preparation for the Annual General Meeting 2021, the Supervisory Board formally adopted the
remuneration systems for the Executive Board and the Supervisory Board in its extraordinary meet-
ing on 26 February 2021. Furthermore, a resolution was passed on the election proposals concerning
Dr Doenges, Ms Kugel, Prof. Dr Ernst and Mr Mordashov. In addition to an update on the new com-
position of the committees, the agenda and the holding of the Annual General Meeting as a virtual event
were resolved and the Executive Board reported on the current liquidity situation of the company.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
11. At its constituent meeting on 25 March 2021, the Supervisory Board re-elected Mr Jakobi as Deputy
Chairman of the Supervisory Board. In addition, it was decided that in future the Presiding Committee
would only consist of three shareholder and three employee representatives. In addition, the Supervisory
Board passed resolutions on the composition of the Presiding Committee, the Audit Committee, the
Strategy Committee and the Mediation Committee as well as the respective chairmanship of the Audit
Committee and the Presiding Committee. In addition, the composition of the Nomination Committee was
discussed. In addition, the Executive Board gave an update on liquidity development, corresponding
forecasts and possible measures.
12. In a circular desiscion on 1 April 2021, the Supervisory Board unanimously approved the divestment of
all shares held by TUI in Entreprises Hotelieres et Touristiques Paladien Lena Mary AE (‘Lena Mary’).
13. The extraordinary meeting on 6 April 2021 dealt with the marketing of a convertible bond. The Supervisory
Board approved the issue in principle and set up a Transaction Committee to enable a resolution to be
passed at short notice if necessary.
14. In its first meeting on 9 April 2021, the Transaction Committee gave its approval to the marketing of a
convertible bond in the early morning.
18. With the circular decision of 21 May 2021, the Supervisory Board approved the already announced sale
of 100 % of the shares in Tenuta di Castelfalfi.
19. On 27 May 2021, we gave our consent to the divestment of the shares TUI has held in Riu Hotels S. A.
We assured ourselves that the partnership cooperation in Riu II will not be affected by this transaction.
In addition, we were provided with updated documents on the 3-year plan as well as on trading and liquidity.
20. In a so-called learning session on 2 June 2021, the Supervisory Board was informed in detail about
the requirements of the UK Securities and Exchange Commission as well as the rights and obligations
of Directors in connection with a possible capital increase, in particular with regard to the prospectus
required for BaFin and FCA. Both our external legal advisors and representatives of the bank acting as
sponsor participated in this meeting.
21. The extraordinary meeting on 25 June 2021 initially dealt with an update from the Executive Board
regarding the resumption of business, the current liquidity situation and the corresponding planning. In
addition, the Supervisory Board gave its approval in principle to the increase of the 2021 convertible
bond and the establishment of a Transaction Committee in the usual composition in case it had to be set
up. However, the Transaction Committee was not needed.
15. In its second meeting on 9 April 2021, the Transaction Committee gave its approval in the afternoon
22. By circular resolution dated 26 July 2021, the Supervisory Board approved the maturity extension of the
to determine the final terms of a convertible bond.
revolving credit facilities (RCF) until summer 2024.
16. Following a cancellation at short notice of the transaction approved by the Supervisory Board on
1 April 2021, the Supervisory Board approved the sale of all TUI shares in Lena Mary to an alternative
prospective buyer in a circular decision on 28 April 2021.
23. At the strategy meeting on 8 September 2020, the Supervisory Board dealt with strategic issues relating
to progress in the development of platform technologies and the strategic positioning of the Group’s
own airlines. In addition, the budget for the coming financial year and the three-year plan were discussed,
which also included strategic topics due to the necessary balance sheet restructuring.
17. At the meeting on 11 May 2021, the Executive Board first reported on the liquidity development and
financial recovery before presenting the report on the current financial year, the quarterly financial state-
ments and the first half of 2021. The implications of the ownership structure in connection with the EU
Ownership and Control Regulation and possible next steps in this regard were then discussed, and the
measures for risk identification, safety concepts and implementation of testing and vaccination campaigns
were presented. In the context of Executive Board matters, we appointed, on the recommendation of our
Presiding Committee, Ms Sybille Reiss as successor to Dr Eller as member of the Executive Board and
Labour Director with effect from 1 July 2021 and accordingly approved the termination of Dr Eller’s
appointment and the expiry of her service agreement at the contractual end. After addressing the results
and derived measures of the self-assessment conducted in September 2020, we received an update on
the preparations for the 2022 Annual General Meeting. In addition, the Executive Board informed us about
the possibility of selling the Castelfalfi complex.
On the second day of the meeting, the Supervisory Board received an update on the liquidity as well as
the financial profile of the Group during its ordinary meeting on 9 September 2021. In addition, resolutions
were passed on the determination of the target total remuneration of the Executive Board members, on
the determination of the target values for the annual performance-related remuneration as well as on
the determination of the performance criteria for the individual performance for the following financial year
2022. These resolutions were subject to the validity of the remuneration restrictions from the Framework
Agreement II. Furthermore, the Supervisory Board dealt with the review of the appropriateness of
the Executive Board remuneration and pensions as well as the review of the appropriateness of the
Supervisory Board remuneration. With the resolution on the Financial Market Integrity Strengthening
Act (Finanzmarktintegritätsstärkungsgesetz – FISG), the Supervisory Board fulfilled its obligations arising
from the statutory new provisions of the Act. In addition, the Supervisory Board approved the termination
of the profit and loss transfer agreements between TUI AG and DEFAG I GmbH and between TUI AG and
DEFAG III GmbH, along with other transactions requiring its consent.
15
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
24. In its extraordinary meeting on 24 September 2021, 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 established a Transaction Committee.
recommended approval of the change to the organizationl chart of the Executive Board, gave its consent
to Mr Ebel taking on two further external Supervisory Board mandates. Finally, the results as well as
derived measures from the self-assessment of the Supervisory Board conducted in September 2020
were discussed.
Presiding Committee
The Presiding Committee is responsible for Executive Board matters (including succession planning,
appointments, terms of service agreements, remuneration, proposals for the remuneration system). In
addition, the Presiding Committee prepares the meetings of the Supervisory Board. Five meetings were held
during the reporting period.
The Presiding Committee, which is equally represented, consists of:
• Dr Dieter Zetsche (Chairman)
• Peter Bremme
• Prof. Dr Edgar Ernst (since 25 March 2021)
• Angelika Gifford (until 25 March 2021)
• Frank Jakobi
• Peter Long (until 25 March 2021)
• Alexey Mordashov
• Michael Pönipp (until 28 February 2021)
• Anette Strempel
1.
At the meeting on 6 October 2020, the Presiding Committee primarily dealt with Executive Board matters.
The proposal to comply with the wish of Ms Conix and to terminate her appointment at the end of the year,
to transfer the responsibility for the finance department to Mr Ebel and to appoint Mr Krueger to the Ex-
ecutive Board with effect from 1 January 2021 was developed. In this context, a change in the organization-
al chart of the Executive Board was also discussed. In addition, the Presiding Committee made the recom-
mendation to refrain from setting the individual performance factor for financial year 2020 in view of the
voluntary waiver of the members of the Executive Board.
2.
On 8 February 2021, the Presiding Committee dealt with the liquidity situation, the Q1 report and the
preparation of the Annual General Meeting.
3.
TUI AG’s Annual General Meeting was the subject of the extraordinary meeting on 26 February 2021.
Apart from recommendations on proposed resolutions to the AGM concerning the remuneration systems
for the Executive Board and Supervisory Board, the Presiding Committee dealt with possible election
proposals, the future composition of the committees as well as the agenda and virtual format of the
AGM.
5.
On 7 September 2021, the Presiding Committee dealt with the general process of succession planning in
the Executive Board. In addition, the determination of the target total remuneration of the members of
the Executive Board as well as the target values of the annual performance remuneration for the financial
year 2022 were discussed. The performance criteria for the individual performance of the Executive
Board, which is always also based on ESG criteria, was also discussed in preparation for a resolution by
the Supervisory Board. In addition, the appropriateness of the remuneration of the Executive Board and
the remuneration of the Supervisory Board was discussed. Furthermore, the preparation of the resolution
of the Supervisory Board on the innovations from the Financial Market Integrity Strengthening Act
(Finanzmarktintegritätsstärkungsgesetz – FISG) was on the agenda of the Presiding Committee.
A U D I T C O M M I T T E E
The audit committee held six ordinary and two extraordinary meetings in financial year 2021. For the
detailed report of the Audit Committee and for information on its composition, tasks, deliberations and
resolutions, please see page 20.
N O M I N AT I O N C O M M I T T E E
The Nomination Committee proposes suitable shareholder candidates to the Supervisory Board for its
election proposals to the Annual General Meeting or for appointment by the local court.
The members of the Nomination Committee, which met three times, were:
• Dr Dieter Zetsche (Chairman)
• Prof. Dr Edgar Ernst (since 25 March 2021)
• Peter Long (until 25 March 2021)
• Alexey Mordashov
1.
At the meeting on 1 December 2020, the Nomination Committee dealt with the future composition of
the Supervisory Board, in particular against the background of the requirement associated with the
granting of stabilisation measures that two persons nominated by the WSF be appointed as members of
the company’s Supervisory Board.
2.
In another meeting on 19 January 2021, the Nomination Committee discussed possible proposals for the
future composition of the Supervisory Board and its committees.
4. At its meeting on 10 May 2021, the Presiding Committee prepared a recommendation for the ap-
pointment of Ms Sybille Reiss as a member of the Executive Board and as Labour Director as well as
the early termination of the appointment of Dr Eller. In addition, the long-term succession planning
for the Supervisory Board and especially for the Executive Board and the associated challenges
against the background of the remuneration restrictions were discussed. The Presiding Committee also
3.
At its meeting on 16 February 2021, the Nomination Committee recommended that the Supervisory
Board propose the re-election of Prof. Dr Ernst and Mr Mordashov at the 2021 Annual General Meeting.
Furthermore, the Nomination Committee recommended to propose the election of Dr Doenges and Ms
Kugel as WSF nominees at the 2021 Annual General Meeting.
16
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
17
S T R AT E G Y C O M M I T T E E
The task of the Strategy Committee is to advise the Executive Board on the development and implementation
of the corporate strategy. The committee held a total of six meetings during the financial year.
The members of the Strategy Committee were:
• Dr Dieter Zetsche (Chairman since 25 March 2021)
• Peter Long (until 25 March 2021, until then Chairman)
• Dr Jutta Doenges (since 25 March 2021)
• Angelika Gifford (until 25 March 2021)
• Prof. Dr Edgar Ernst
• Frank Jakobi
• Vladimir Lukin (since 25 March 2021)
• Coline McConville (since 25 March 2021)
• Alexey Mordashov
1.
In its meeting on 5 October 2020, the Strategy Committee discussed the current liquidity situation, but
also the financial profile and corresponding recovery scenarios. In addition, important key figures were
discussed.
2.
On 1 December 2020, the Strategy Committee discussed different approaches for cost-saving programmes
that were developed together with an external consulting firm.
3.
The Strategy Committee discussed a further update on cost savings on 12 January 2021. It also discussed
which additional measures would be beneficial to the company’s recovery in the longer term.
4.
On 8 February 2021, the committee dealt with the concrete implementation of the cost-saving programmes.
The progress of the individual projects, which are monitored in a separate project office, was presented
and discussed.
5. In its meeting on 6 April 2021, the progress of the cost-saving programmes was reported again. In
addition, feedback from customers was discussed, who had made their first experiences with holidays
under hygiene protection measures in the slowly restarting business. The Strategy Committee also
received an update on the restructuring of TUIfly and the current liquidity situation. The update also
included a discussion on how to reduce the company’s debt.
6.
At its meeting on 10 May 2021, the Strategy Committee received a further update on the cost-saving
programmes and liquidity. Different scenarios of a returning business with the respective effects on the
company’s earning power were also discussed. In addition, the Strategy Committee received an update
on current IT projects and discussed the product strategy.
C O R P O R AT E G O V E R N A N C E
The TUI AG share has its initial listing on the London Stock Exchange in the United Kingdom. In this
context, TUI AG’s constitution as a stock corporation under German law naturally requires the Supervisory
Board to deal regularly and in great detail with the recommendations of both German and UK corporate
governance. Apart from mandatory compliance with the provisions of the German Stock Corporation Act
(Aktiengesetz – AktG), the Co-Determination Act (Mitbestimmungsgesetz – MitbestG), the Listing Rules and
the Disclosure and Transparency Rules, TUI AG had declared in 2014 in the framework of the merger with
TUI Travel PLC that it would comply with both the German Corporate Governance Code (DCGK) and – to a
practicable extent – the UK Corporate Governance Code (UK CGC).
For the DCGK, which is based on the German Stock Corporation Act (Aktiengesetz – AktG) in its basic concep-
tion, we were able to submit the Declaration of Conformity 2021 with the Executive Board in accordance with
section 161 AktG. The DCGK is complied with, with the exception of some recommendations in section G. I.3.
The deviations from the UK CGC are largely due to the conceptual difference between the monistic man-
agement system of a public listed company in the United Kingdom (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 DCGK issued by the Executive Board and the Supervisory Board was incorrect.
Further information on Corporate Governance, the Declaration of Conformity 2021 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
Report on page 109 and on TUI AG’s website.
Conflicts of interest that have arisen
The Supervisory Board has continuously monitored whether conflicts of interest could arise in the current
financial year. It has determined that no conflict of interest arose in the 2021 financial year.
Audit of the annual financial statements and consolidated financial statements of
TUI AG 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 TUI AG prepared by the Executive Board in accordance with the rules of the German
Commercial Code (Handelsgesetzbuch – HGB), the combined management report of TUI AG and the TUI Group
and the consolidated financial statements for financial year 2021 prepared on the basis of the International
Financial Reporting Standards (IFRS) were audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft,
Hanover, and issued with an unqualified audit opinion in each case. The aforementioned documents, the
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
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 6 December 2021 and at our balance sheet meeting on 7 December 2021, at which
the Executive Board explained the financial statements in detail. At these meetings, the chairman of the
audit committee and the auditor reported on the results of their audits, the focus of which had previously
been determined with the audit committee for the reporting year. Neither the auditor nor the audit committee
identified any weaknesses in the early risk detection and internal control system. On the basis of our own review
of the annual financial statements, the consolidated financial statements and the combined management re-
port, we had no cause for objections and therefore concurred with the Executive Board’s assessment of the
situation of TUI AG and the TUI Group.
On the recommendation of the Audit Committee, we approved the financial statements for financial year
2021; the annual financial statements of TUI AG are thus adopted.
C O R P O R AT E G O V E R N A N C E
Composition of the Executive Board and Supervisory Board
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
The composition of the Executive Board and the Supervisory Board as at 30 September 2021 is shown in
the overviews on pages 105 and 106 for the Supervisory Board and on page 107 for the Executive Board.
S U P E R V I S O R Y B O A R D
In the following I will give you an overview of the personnel changes in the Supervisory Board. It should be
mentioned in advance that it was agreed with the Economic Stabilisation Fund (Wirtschaftsstabilisierungs-
fonds – WSF) within the framework of the agreed stabilisation measures to work towards appointing two
persons nominated by WSF as members of the Supervisory Board.
Ms Angelika Gifford and Mr Peter Long retired from the Supervisory Board of TUI AG as shareholder
representatives at the end of the 2021 Annual General Meeting. Ms Gifford had been a member of our
Board since February 2016 and had noticeably enriched us with her expertise in digital technologies and
social media. She has always closely followed and scrutinised the management’s digitalization strategy and
has made constructive contributions to highlight potential challenges as well as solutions. Due to her other
professional commitments, Ms Gifford unfortunately did not stand for re-election to the Supervisory Board
at this year’s Annual General Meeting. We wish her every success in her future endeavours.
Mr Long has also decided not to stand for re-election to the Supervisory Board for the benefit of the Company
with regard to the WSF’s right of nomination and therefore left the Supervisory Board at the end of the 2021
AGM. Mr Long was extremely closely associated with TUI for many years: He had been CEO of the former
TUI Travel PLC since 2007 and, following the successful merger, co-chaired the Executive Board of TUI AG
together with Mr Joussen. Since 2016, he has been a member of the Supervisory Board and also Chairman
of the Strategy Committee. The company and also the Supervisory Board have benefited greatly from his
many years of experience and expertise in the tourism sector. Both operationally and strategically, Mr Long
has played a key role in shaping and accompanying important developments at TUI. As Chairman of the
1 8
Strategy Committee, he accompanied the transformation into a digital platform company with a well-found-
ed critical eye. We thank him for his extraordinary commitment and wish him all the best for the future.
In place of Ms Gifford and Mr Long and at the proposal of the WSF and the Supervisory Board, Dr Jutta
Doenges and Ms Janina Kugel were elected to the Supervisory Board of TUI AG by the shareholders at the
2021 Annual General Meeting. For more than three years, Dr Doenges has been Managing Director of state
owned Finanzagentur GmbH, which, among other things, manages WSF’s involvement with TUI AG. In this
capacity, Dr Doenges has been proposed by WSF for membership of our Supervisory Board. As an economist
engineer with a doctorate, she looks back on an impressive career as, among other things, Executive Director
of the Investment Banking Division at Goldman Sachs and Chair of the Steering Committee of the Federal
Agency for Financial Market Stabilisation. Particularly in view of the challenges still ahead, we are very
pleased to have gained a true expert on investment and financing topics in her.
Janina Kugel, who studied economics, has many years of experience in human resources management in
various companies and sectors. She is known to the public at the latest through her Executive Board
mandate at Siements AG. With her, we welcome an extremely experienced manager on board our Super-
visory Board, especially with regard to transformation and restructuring, as well as the associated changes
in working methods and culture, also on the international stage.
In view of the current challenges, which concern not only the purely operative business, but also our position
on the financial market and our internal repositioning, both bring valuable experience and expertise and are
an optimal addition to our Supervisory Board.
Upon retirement, Mr Poenipp resigned from the Supervisory Board of TUI AG as an employee representative
on 28 February 2021. Mr Poenipp had been a member of the Supervisory Board since April 2013 and was a
member of both the Presiding Committee and the Audit Committee. Due to his experience and in-depth
understanding of the operative business, he was a highly valued contact for all of us. Moreover, TUI’s
employees have had a committed and extremely competent representative of their interests on the Super-
visory Board in him, who most recently served as Chairman of the Works Council of the Tour Operator
of TUI Deutschland GmbH and Deputy Chairman of the General Works Council of TUI Deutschland GmbH.
We wish Mr Poenipp all the best in his well-deserved retirement and, above all, continued good health.
Dr Dierk Hirschel also resigned from the Supervisory Board of TUI AG as an employee representative at the
end of the 2021 Annual General Meeting. Dr Hirschel, Head of Economic Policy at the Ver.di trade union, had
been a member of our Supervisory Board and also of the Audit Committee for six years. With his outside
view of the Company, he always had the macroeconomic context in mind and always encouraged the members
of the Supervisory Board but also the management to discuss and pursue new approaches and ideas. We
thank him for his commitment and wish him all the best for the future.
We were pleased to welcome Ms Tanja Viehl and Mr Mark Muratovic to the Supervisory Board as new
employee representatives at the end of the 2021 Annual General Meeting. Ms Viehl has now been working
for the Vereinigung Cockpit e. V. for four years as a lawyer specialising in collective bargaining policy. With her
experience in labour law issues in the aviation industry, she is an competent addition to our board.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Mr Muratovic has worked for TUI Deutschland GmbH since 1999 in various sales-related positions and
currently holds the position of Deputy Chairman of the General Works Council of TUI Deutschland GmbH in
addition to his role as Chairman of the Works Council of the Tours Operator of TUI Deutschland GmbH. With
his in-depth knowledge of the operating business, he is a valuable partner for us on the Supervisory Board
of TUI AG.
S T R AT E G Y C O M M I T T E E
Both Mr Peter Long as Chairman and Ms Angelika Gifford resigned from the TUI AG Supervisory Board
Strategy Committee on 25 March 2021. The Committee is now chaired by Dr Dieter Zetsche. The vacant
seats have been occupied by Dr Jutta Doenges and Ms Coline McConville since 25 March 2021.
P R E S I D I N G C O M M I T T E E
Mr Michael Poenipp retired from the Presiding Committee on 28 February 2021. Due to the upcoming
Annual General Meeting, there was no immediate replacement for his vacant mandate. With their resignation
from the Supervisory Board, Ms Angelika Gifford and Mr Peter Long also resigned from the Presiding
Committee after the Annual General Meeting on 25 March 2021.
As the size of the Presiding Committee was reduced from eight seats to six seats, there was no replacement
of Mr Michael Poenipp on the side of the employee representatives. On the side of the shareholder rep-
resentatives, Prof. Dr Ernst was elected as a member of the Presiding Committee.
A U D I T C O M M I T T E E
Until the 2021 Annual General Meeting, the equally represented Audit Committee consisted of: Prof. Dr
Edgar Ernst as Chairman, Mr Andreas Barczewski, Dr Dierk Hirschel, Mr Frank Jakobi, Mr Vladimir Lukin,
Ms Coline McConville and Dr Dieter Zetsche. Mr Michael Poenipp retired from the Supervisory Board of
TUI AG and thus also from its Audit Committee at the end of 28 February 2021.
The current Audit Committee was elected from the members of the Supervisory Board immediately after
the Annual General Meeting in March 2021. The election of the committee members is valid for the re-
spective duration of their Supervisory Board mandate. The audit committee, with equal representation,
currently consists of Prof. Dr Edgar Ernst as chairman, Dr Jutta Doenges, Mr Stefan Heinemann, Mr Frank
Jakobi, Mr Vladimir Lukin, Mr Mark Muratovic, Mr Stefan Weinhofer and Dr Dieter Zetsche.
E X E C U T I V E B O A R D
In financial year 2020, Ms Conix announced that she would not be renewing her service agreement, which
was goin to expire on 14 July 2021. After intensive discussion, the Supervisory Board decided to appoint
Mr Sebastian Ebel as CFO with effect from 1 January 2021 and Mr Peter Krueger as a new member of
the Executive Board with responsibility for Strategy, M&A, Airlines and Joint Ventures. In accordance with
the wishes of Dr Elke Eller, her service agreement was also not extended. Dr Elke Eller’s appointment as a
member of the Executive Board was terminated at the end of 30 June 2021. She was succeeded as CHRO
and Labour Director by Ms Sybille Reiss with effect from 1 July 2021.
Thanks!
The Supervisory Board would like to thank all employees of the TUI Group for their great commitment,
which has carried TUI through a financial year with unprecedented challenges, as in the previous year. Against
the backdrop of the still great uncertainties in 2021, your commitment is a remarkable achievement!
Hanover, 6 December 2021
For the Supervisory Board,
N O M I N AT I O N C O M M I T T E E
Following the resignation of Mr Peter Long from the Supervisory Board and thus also from TUI AG’s
Nomination Committee, the vacant seat was filled by Prof. Dr Edgar Ernst.
Dr Dieter Zetsche
Chairman of the Supervisory Board
19
AUDIT COMMIT TEE REPORT
Dear Shareholders,
As the Audit Committee, we are tasked with supporting the Supervisory Board in the performance of its
monitoring function. In this context, we deal with the audit of 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 separate financial statements in accordance with the
German Commercial Code (HGB). In the financial year under review, we dealt in particular with issues relating
to the TUI Group’s accounting and financial reporting, as required by law, the German Corporate Governance
Code (DCGK), the UK Corporate Governance Code (UK CGC) and the rules of procedure of the Supervisory
Board.
In addition, the Audit Committee is responsible for the selection of the external auditor, 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 Annual General Meeting for appointment. After the appointment by the
Annual General Meeting, the Supervisory Board formally commissions the external auditor to audit the
annual financial statements and the consolidated financial statements. The auditor is also commissioned
to review the half-yearly financial report and any additional interim financial information that meets the
requirements for the half-yearly financial report. The Audit Committee has agreed with the auditor that the
latter will inform the Audit Committee without delay of all findings and events of significance for its tasks
that come to its 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 ascertains facts that show a misstatement in the
declaration on the DCGK issued by the Executive Board and the Supervisory Board. In addition, the Audit
Committee regularly assesses the quality of the audit.
Until the 2021 ordinary Annual General Meeting, the Audit Committee consisted of as set out in the report
of the Supervisory Board, an equal number of members of both shareholder representatives and employee
representatives: Prof. Dr Edgar Ernst (Chairman), Andreas Barczewski, Dr Dierk Hirschel, Frank Jakobi,
Vladimir Lukin, Coline McConville and Dr Dieter Zetsche. Michael Pönipp retired from TUI AG’s Supervisory
Board and thus also from its Audit Committee at the end of 28 February 2021.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
2 0
PROF. DR EDGA R ERNST
Chairman of the Audit Committee
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
2 1
The current Audit Committee was elected from the members of the Supervisory Board immediately
after the Annual General Meeting in March 2021. The election of the committee members is valid for the
respective term of their Supervisory Board mandate. The Audit Committee with equal representation
currently consists of the following eight members of the Supervisory Board:
The Chairman of the Audit Committee reports on the work and proposals of the Audit Committee and on
the content of individual discussions at the subsequent Supervisory Board meeting.
The members attended the meetings of the Audit Committee as shown in the table on page 13.
• Prof. Dr Edgar Ernst (Chairman)
• Dr Jutta Dönges
• Stefan Heinemann
• Frank Jakobi
• Vladimir Lukin
• Mark Muratovic
• Stefan Weinhofer
• Dr Dieter Zetsche
The Chairman of the Audit Committee has special knowledge and experience in the application of accounting
principles and internal control procedures and is familiar with the auditing of financial statements. In the opinion
of the Supervisory Board, he is independent of the Company and the Executive Board (for information on
the independence of the other members of the Audit Committee, see page 110). At least one other member
of the Audit Committee has expertise in the field of auditing. The members of the Audit Committee all have
competencies relevant to the sector in which the Company operates.
The Audit Committee meets regularly six times a year. The meeting dates and agendas are based in particular
on the Group’s reporting cycle and the Supervisory Board’s agendas. Additional meetings may be held on
specific topics. These topic-related meetings generally also include a meeting at which the Executive Board
explains to the Audit Committee the main content of the Pre-Close Trading Update, which is published
shortly before the reporting date for the annual financial statements. Due to the market environment and
the very short-term bookings, particularly at the end of financial year 2021, a Post-Close Trading Update
was considered more suitable, which then already fell into the financial year following the reporting period.
Moreover, the Audit Committee held two extraordinary meetings in the reporting period.
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 and
Group Investor Relations & Corporate Finance.
The auditors were invited to attend the meetings to discuss relevant issues. Other members of TUI Group’s
senior management and managers with operational responsibility or external consultants were invited as
required.
In addition to the meetings of the Audit Committee, the Chairman of the Audit Committee also held individual
discussions with the Executive Board, divisional managers or the responsible partners of the auditor if
this appeared necessary to go into more detail on individual topics and issues. The Chairman of the Audit
Committee reported on the main results of these discussions at the following meeting of the Audit Committee.
Informational value of financial reporting and monitoring of the accounting process
The preparation of the annual financial statements and annual report of a German stock corporation is the
sole responsibility of the Executive Board. Pursuant to Section 243 (2) of the German Commercial Code
(HGB), the annual financial statements must be clear and concise and provide a realistic overview of the
company’s economic situation. This is in line with the requirements of the UK Corporate Governance Code
(UK CGC), according to which the annual financial statements and annual report must be accurate, balanced
and comprehensible. Against this background, the Executive Board is satisfied – although the assessment
was not delegated to the Audit Committee – that the submitted Annual Report meets the requirements of
both legal systems.
In order to satisfy ourselves as well of the informative value of the annual financial statements and the
interim reporting, we were informed in detail by the Executive Board about the business development and
the financial situation of the Group at the four Audit Committee meetings held immediately prior to the
publication of the respective financial statements. The relevant reports were discussed. At these meetings,
the auditors also reported in detail on material aspects of the financial statements and on the results of the
audit or the auditors’ review. In principle, discussions can always take place in the absence of the Executive
Board.
In order to monitor accounting, we intensively dealt with individual aspects. As in the previous year, TUI’s
economic development due to the COVID-19 crisis was naturally a central topic in our meetings. We received
detailed reports from TUI AG’s Executive Board on the measures taken to secure liquidity, in particular with
regard to state-backed financing, and planned capital measures.
In addition, we examined the accounting treatment of significant balance sheet items, in particular goodwill,
tangible fixed assets, touristic payments on account for hotel services and other provisions. In consultation
with the auditors, we satisfied ourselves that the assumptions and estimates underlying the accounting
treatment were appropriate. Furthermore, material aspects arising from operations, in particular the impair-
ment testing of the Group’s assets in the light of the COVID-19 crisis, were assessed by the Audit Committee.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
2 2
In the period under review, we dealt in particular with the following individual aspects:
Our assessment of all aspects of accounting and financial reporting discussed is consistent with that of
management and the auditor.
Even before the outbreak of the COVID-19 crisis, TUI AG’s Executive Board initiated optimisation processes
with regard to the structure of working capital and the associated cash flows. These measures also included
the creation of a Corporate Finance structure. We were regularly informed about these projects at our meetings.
Due to the outbreak of the COVID-19 crisis, these processes were greatly expanded and accompanied by
measures for strict cost control. As in the previous year, we received detailed reports on the corresponding
measures.
For each quarterly report and for the annual financial statements, the consistency of the reconciliation to
the key figure ‘adjusted earnings’ and the material items eliminated here (adjustments) were also discussed.
Effectiveness of the control and risk management system
The Audit Committee is guided in its statutory obligation to deal with the effectiveness of the internal
control and risk management system by the conviction that a stable and effective internal control system is
indispensable to ensure business success in the long term. In order to fulfil its monitoring task, the Audit
Committee regularly obtains information on the maturity of the implemented controls and also on the
further development of the internal control system.
Furthermore, an assessment of the quality of the audit was carried out in order to obtain an ex ante picture of
the effectiveness of the audit as well as to deal with the effectiveness of audits already carried out. Objectively
assessable indicators were evaluated. As a result, for example, the intensive exchange with the sub-area
auditors before, during and after the audit was assessed as positive.
The Group has continuously developed its internal control system based on the COSO concept. The routine
review of key financial controls is performed by local management and monitored by the Executive Board. In
the largest source markets, the UK and Germany, additional internal controls are also reviewed.
We were also informed about the corporate transactions of the financial year. This related in particular to
the sale of the shares in Riu Hotels S. A. The Audit Committee already previously had the internal procedure
for the control of transactions with related parties being explained to it, whereby a control of the trans-
actions within the financial year was carried out by the Chairman of the Audit Committee in preparation, as
provided for in the internal procedure.
In addition, the agenda also included reporting on the monitoring of processes for compliance with the
obligations resulting from the second framework agreement concluded with WSF. In addition, the Audit
Committee dealt with the legal innovations resulting from the Financial Market Integrity Strengthening Act
(FISG).
In addition to these topics, the going concern report prepared by the Company was discussed in particular
against the backdrop of the COVID-19 crisis in order to verify the relevant going concern statements in
the half-year report and the annual financial statements. The viability statement to be issued in the annual
financial statements under the UK CGC regulations was also the subject of discussion.
Since the introduction of mandatory reporting on corporate social responsibility (CSR) in the manage-
ment report, the Supervisory Board has been responsible for reviewing the content of these disclosures.
The Supervisory Board has decided to seek the support of TUI’s Group Audit division in reviewing the
disclosures. Accordingly, we were informed of the results of the review by Group Audit in the financial
year under review and are of the opinion that the disclosures published in the CSR Report are appropri-
ate and reasonable.
The compliance function in the Group is further divided into the areas of finance, legal and IT. This division
plays a key role in identifying further control requirements and permanently improving the existing controls.
In addition, the auditor also reports on any weaknesses in the Group’s accounting-related control system
that it identifies, and management follows up on their prompt elimination.
The Audit Committee receives regular reports on the effectiveness of the risk management system, as
described in the Risk Report starting on page 35. The Risk Oversight Committee that has been set up plays
a key role within the Group. We are convinced that an appropriate risk management system is in place.
The internal audit department ensures the independent monitoring of the implemented processes and
systems as well as the material projects and reports directly to the Audit Committee at each regular meeting.
In 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 meetings
are held between the Chairman of the Audit Committee and the Group Director of Internal Audit for closer
coordination. The annual audit planning process is agile. The Audit Committee has received a detailed report
on the methodology and has noted and approved it, together with the audits for the coming financial year
that have already been defined in this context. The Audit Committee believes that regular coordination
ensures the effectiveness of internal auditing.
At our meetings during the fiscal year, we were informed about the status of implementation of the provisions
of the EU General Data Protection Regulation in the individual business units. Based on this report, we are
convinced that both in the previous financial years and in the current reporting period the projects and
measures initiated throughout the Group for this purpose are suitable for meeting the requirements of the
EU GDPR.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
5
6
Financial Highlights
Interview with
Friedrich Joussen
10 Group Executive
Committee
11 Report of the
Supervisory Board
20 Audit Committee Report
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Whistleblowing systems for employees in the event of compliance violations
A standardised whistleblowing system has been set up in the TUI Group, enabling employees to draw attention
to potential breaches of compliance guidelines.
As part of the reporting on the legal compliance system, we were presented with the key findings from the
whistleblower system for the current fiscal year.
Review of the independence and objectivity of the auditor
For financial year 2021, the Audit Committee recommended to the Supervisory Board that Deloitte GmbH
Wirtschaftsprüfungsgesellschaft (Deloitte) be proposed to the Annual General Meeting as auditor. Following
the appointment of Deloitte as auditors by the Annual General Meeting in March 2021, the Supervisory
Board commissioned Deloitte with the audit of the 2021 annual financial statements.
The Audit Committee had Deloitte explain to it in advance the audit plan for the annual financial statements
as of 30 September 2021. This plan includes the key audit areas and the group of companies to be audited
from the Group’s perspective. The Audit Committee is convinced that this plan ensures that the audit
adequately takes into account the identifiable risks. It also considers the independence and objectivity of the
auditor to be given.
On the basis of 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 FY22. Deloitte was selected by us as auditor in a public
tender process in the 2016 financial year 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 its
size. The Chairman of the Audit Committee is only involved in the decision if a specified cost limit is exceeded.
Where the auditors provided services to the Group outside the scope of the audit, the nature and amount
of these services were explained to the Audit Committee. This approach is in line with the Company’s existing
policy on the approval of non-audit services, which takes into account the requirements of the provisions of the
German Audit Reform Act (Abschlussprüfungsreformgesetz – AReG) on prohibited non-audit services and
on limitations on the amount of non-audit services. In financial year 2021, these regulations were complied
with as in previous years. Globally, non-audit services accounted for around 35 % of Deloitte’s audit fee in
financial year 2021, which amounted to € 7.1 million.
I would like to thank the members of the Audit Committee, the auditors and the management for their trusting
and committed cooperation in the past financial year.
Hanover, 6 December 2021
Prof. Dr Edgar Ernst
Chairman of the Audit Committee
2 3
C O N T E N T S
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C O N S O L I D AT E D F I N A N C I A L
C O R P O R AT E G O V E R N A N C E
COMBINED
MA NAGE ME NT REPORT *
25
28
28
31
35
50
53
TUI Group Strategy
Corporate Profile
Group Structure
Value-oriented Group Management
Risk Report
Overall Assessment by the Executive Board and Report on expected Developments
Business Review
53 Macroeconomic, Industry and Market Framework
57
61
66
68
75
93
97
Group Earnings
Segmental Performance
Net Assets
Financial Position of the Group
Combined non-financial Declaration
Annual financial Statements of TUI AG
Information required under Takeover Law
100 TUI Share (not part of the Management Report)
2 4
* The present combined Management Report has been drawn up for both
the TUI Group and TUI AG. 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.
T UI GROUP STR ATEGY
Growing travel market driven by strong fundamental trends
Holiday Experiences: Sizeable and differentiated leisure hotel, cruise and tours
and activities product portfolio
Before the COVID-19 pandemic, the global travel market was growing above global GDP levels1. The crisis has
had an unprecedented impact on the world of travel over the past two years. However, following the COVID-19
pandemic, the global travel market is expected to recover strongly, returning to pre-crisis levels and growth
by 2022 to 2024. Furthermore, leisure travel is expected to recover more quickly than business travel.
In particular three megatrends will continue to drive the growth of tourism in the future. Firstly, we are seeing
a shift in demographics with people living healthier, longer and with more money to spend which has a
positive effect on travel and tourism. Secondly, middle classes continue to grow, particularly in South East
Asia and Latin America. Thirdly, people are choosing experiences over the ownership of goods with increasing
frequency. Therefore, tourism will continue to be an attractive growth market in the mid-term. Short-term,
tourism markets have rebounded strongly from the COVID-19 crisis. The underlying desire of people to travel
has been evident throughout the COVID-19 crisis, as we have seen immediate strong booking surges for our
destinations on easings of governments’ travel restrictions. Following the roll-out of successful vaccination
programmes and further easing of more government travel restrictions this positive market momentum
is expected to continue, in particular also for long-haul destinations2.
T U I ’ S I N T E G R AT E D B U S I N E S S M O D E L Y I E L D S S Y N E R G I E S
TUI is an integrated tourism group organised in two business divisions, Holiday Experiences and Markets &
Airlines, offering synergies and scale. TUI serves millions of customers and operates 137 aircraft, 414 hotels3,
16 cruise ships4 and a digital platform for tours and activities with a strong portfolio of over 215 k offers4.
While our Holiday Experience division benefits from our Markets & Airlines distribution capabilities, it
supports our distribution division by offering own and differentiated products.
1 As per Statista data for global tourism receipts (review period 2015 – 2019)
2 https://www.reuters.com/world/us/exclusive-us-partly-lift-international-travel-curbs-nov-8-official-2021-10-15/
3 As at 30 Sept. 2021, including third party hotels
4 As at 30 Sept. 2021
H O T E L S & R E S O R T S – D I F F E R E N T I AT E D B R A N D S , I N V E S T M E N T S A N D A S S E T- R I G H T G R O W T H
TUI features a portfolio of own and differentiated leisure brands such as Robinson, TUI Magic Life, TUI Blue
and TUI Suneo. This brand portfolio is complemented by JV hotel brands such as Riu, Atlantica, Blue
Diamond and Grupotel. Our hotel portfolio is well-diversified in terms of destination mix and ownership
models including ownership, lease, management and franchise. The earnings development of our Hotels &
Resorts business unit is driven by our vertical integration with the majority of our revenue being generated
by our Markets & Airlines division. We will continue the asset-right strategy that we commenced in 2019
before the crisis. The growth of the hotel portfolio will be decoupled from investments, separating hotel
management and the holiday experience from property ownership. The customer experience is driven by the
brand and the quality of the hotel and we will continue to create tailor-made hotel experiences for our guests.
We are committed to growing our global brand and hotel portfolio with a stronger focus on management and
franchise in the future as well as long-term, strategic partnerships with hoteliers and institutional investors.
C O N T E N T S
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R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
2 5
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
C R U I S E S – D I F F E R E N T I AT E D B R A N D S , A S S E T- L I G H T I N V E S T M E N T S A N D G R O W T H
TUI’s cruise business consists of three brands covering the full cruise sector spectrum from premium
all-inclusive to luxury to expeditions. Our JV brands TUI Cruises and Hapag-Lloyd Cruises are specifically
designed for the German-speaking all-inclusive (Mein Schiff fleet of TUI Cruises), luxury (Europa and Europa
2 vessels at Hapag-Lloyd Cruises) and expedition (HANSEATIC class of Hapag-Lloyd Cruises) markets. Our
Marella Cruises brand represents a bespoke UK cruise product with a focus on all-inclusive fly-cruising.
Our TUI Cruises JV will continue to grow by investing into new-build ships for all market segments. Marella
Cruises will continue to pursue a fleet upgrading strategy by replacing older ships with newer and larger
vessels, enabling it to increase product pricing.
TUI Markets & Airlines will continue to distribute our own and differentiated cruise product offerings, driving
the performance of our cruise business unit.
T U I M U S E M E N T – G R O W T H A N D U P S T R E A M C O N S O L I D AT I O N
TUI Musement, one of the largest digital providers in the online intermediary market for tours, activities and
experiences5, connects our own and third party tours and activities product portfolio in the destinations with
our own Markets & Airlines customers as well as third party customers through strategic partnerships such
as with Booking.com or Trivago.
TUI Musement will focus on strongly growing its own and third party curated product offering and will
therefore strategically focus on upstream market consolidation. Its product offering covers tours and activities
globally, both in leisure and city destinations. TUI Musement will retain a strong focus on the curation and
fulfilment of its experiences product offerings such as excursions & day trips, attractions & guided tours,
multi-day tours, cruise shore excursions, transfers, tickets & events and other activities.
Markets & Airlines – Continued focus on customers, digitalisation and
mass-individualisation
TUI is, according to consumer surveys for unaided brand awareness and consideration, a leading tourism
brand6. More than a dozen source markets7 deliver a strong and diversified customer base for our differen-
tiated product offerings. Customers appreciate TUI‘s flexible, safe, differentiated and highly service-ori-
ented holiday experience offerings, specifically designed for their needs8. Covering the whole customer jour-
ney, TUI holds multiple digital and physical touchpoints with its customers and therefore delivers a strong
blend of digital and human interaction. TUI follows a customer centric approach, aiming to create long-term
relationships with its customers. Personalized experiences and new product development is a strategic prior-
ity, intended to improve the value for money for our customers while driving demand for our products at
the same time.
TUI continues with the development and implementation of its own IT platform TRIPS, a comprehensive
software stack covering the whole value chain from inventory management, creation of products offerings
and pricing to customer relationship management. This comprehensive IT platform will replace various local
legacy systems and therefore drive synergies and cost reductions as TUI will use one common system across
all markets in the future. At the same time this platform will form the basis for our digital mass-individualis-
ation product initiative and will therefore support to drive revenues. One central development allows for
high agility and strong development and running cost control.
To further protect its strong market positions, TUI has established a global realignment programme, with the
target of delivering € 400 m of cost savings p. a. by FY23, with a large proportion of such savings targets
being allocated to our Markets & Airlines business. By the end of financial year 2021 more than 60 % of this
target have been delivered already.
5 According to Bernstein analysis, TUI Musement ranked 2nd for market share in the tours, activities and experiences market
6 As measured by brand consideration in TUI brand performance tracking, completed by Metrixlab
7 Germany, UK , Belgium, Netherlands, Sweden, Denmark, Norway, Finland, France, Austria, Switzerland, Poland, Canada and Russia
8 Based on TUI research [e. g. brand/customer surveys]
2 6
C O N T E N T S
TUI is strongly committed to sustainability
TUI will emerge stronger and leaner from the crisis
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Our responsibility as a world-renowned tourism company has never been greater. The travel and tourism
industry needs to respond to global challenges such as climate change. With the next phase of our Sustain-
ability Agenda, we will enter a decade of sustainable transformation. Our ambition is to lead the industry and
to actively shape a more sustainable future for tourism. This ambition is anchored by the sigificant progress
we’ve made to date.
TUI has accelerated its strategic transformation during the COVID-19 crisis. It is emerging as a more digital,
leaner and stronger company, which we believe posititons us well to capture further market growth poten-
tial. TUI will continue to grow its differentiated Holiday Experience product offerings whilst in our pursuit to
deliver high-quality and more individualised service and products to its customer base, based on a blend of
digital and human interactions.
Our airlines are already among the most environmentally efficient in the world, ranking first and fourth
among the world’s 200 largest airlines in terms of CO2 efficiency9. In financial year 2021, our airline’s relative
carbon emissions rose by 15 % to 78g CO2 / pkm (previous year: 67.8g CO2 / pkm). This is attributable to the
grounding of our fleet due to the COVID crisis, which led to a considerable decrease in flight operations and
occupancy rates of all TUI airlines. The increased freight component of various TUI airlines caused the weight
of the aircrafts to increase, which in turn elevated fuel consumption.
Between 2015 and 2019, TUI’s cruises business has achieved a 13.6 % reduction in relative CO2 emissions and
a 60 % reduction in fresh water consumption on our cruise ships. In addition, by 2019 83.8 % of TUI Hotels &
Resorts had their sustainability certification10. In total, we had removed 257 million pieces of single-use
plastic11 from our operations, between 2018 and 2019, a significant achievement on our journey to create
sustainable holidays for our guests.
Our next steps will be anchored in several core deliverables: Empowering communities in destinations, driving
transformation by increasing and sharing knowledge through our educational initiatives12, reducing our
environmental footprint13 and working with partners across the tourism industry and outside to accelerate
the transformation beyond TUI.
9 According to latest atmosfair Airline Index from 2018
10 Tangible environmental improvements (10 % less CO 2, 24 % less waste volume and 23 % more green energy in certified hotels vs.
non-certified)
Our employees
In 2021, the COVID-19 pandemic again posed significant challenges for TUI Group, our HR Departments and
our employees. It required us to build systematically on the measures already launched in 2020 to reduce
staff costs. As we press ahead with our ongoing transformation and restructuring projects, TUI is moving
towards its goal of future-proofing the Company and successfully counteracting the long-term effects of the
COVID-19 pandemic.
In financial year 2021, key drivers were our digitalisation strategy and the transformation to a digital plat-
form company, and these are also reflected our HR activities. In August 2021, we launched the ‘TUI Way of
Working’, seeking to reach global agreement on a new way of working and develop a shared vision for the
future of work at TUI. We have already implemented a number of initiatives and programmes, in particular
in the leadership, workplace and technology modules.
In the next few months, we will focus on formulating a new People Strategy with our new Chief HR Officer
and Labour Director. The strategy will create an HR view of the portfolio and also address the HR function
as such. Its goal is to update the HR function and enhance its efficiency while aligning our HR activities to the
changing requirements that define the world of work in our future digital platform company.
11 27 m pieces from the airline, 31 m pieces from cruises and 197 m pieces from our hotels
12 https://www.tuigroup.com/en-en/media/press-releases/2021/2021-06-02-tcf-and-enpact-launch-tourism-recovery-programme
13 Working with science-based emissions targets, water, energy & waste
Details see page 84 onwards
2 7
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
CORPOR ATE PROFILE
Group Structure
H O L I D A Y E X P E R I E N C E S
M A R K E T S & A I R L I N E S
Hotels & Resorts
Cruises
TUI Musement
Northern Region
Central Region
Western Region
A L L O T H E R
S E G M E N T S
TUI AG parent company
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
TUI AG is TUI Group’s parent company headquartered in Hanover and Berlin. It holds direct or, via its
affiliates, indirect interests in the principal Group companies conducting the Group’s operating business in
individual countries. Overall, TUI AG’s group of consolidated companies comprised 272 direct and indirect
subsidiaries at the balance sheet date. A further 18 affiliated companies and 27 joint ventures were included
in TUI AG’s consolidated financial statements on the basis of at equity measurement.
For details on principles and methods underlying the consolidated financial statements and TUI Group shareholders,
see page 156 and 243.
O R G A N I S AT I O N A N D M A N A G E M E N T
TUI AG is a stock corporation under German law, whose basic principle is two-tiered management by two
boards, the Executive Board and the Supervisory Board. The Executive and Supervisory Boards cooperate
closely in governing and monitoring the Company. The Executive Board is responsible for the overall
management of the Company.
2 8
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 TUI AG’s Articles of Association if appplicable.
E X E C U T I V E B O A R D A N D G R O U P E X E C U T I V E C O M M I T T E E ( G E C )
As at the balance sheet date, the Executive Board of TUI AG consisted of the CEO and five other Board
members.
For details on Executive Board members, see page 107
The Executive Board is the Company’s central decision-making body. In addition, there is the Group Executive
Committee (GEC), which as of 30 September 2021 consisted of eleven members, including six Executive
Board members, and is chaired by Friedrich Joussen, 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 details, see: www.tuigroup.com/en-en/investors/corporate-governance
TUI Group reporting structure
TUI Group is a global integrated tourism group. Its core businesses, Holiday Experiences and Markets &
Airlines, are clustered into the segments Hotels & Resorts, Cruises and TUI Musement as well as three regions:
Northern, Central and Western Regions. TUI Group also comprises All other segments. The Group’s reporting
structure thus remained largely unchanged year-on-year in the reporting period.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
H O L I D AY E X P E R I E N C E S
Holiday Experiences comprises our hotel, cruise and destination activities.
H O T E L S & R E S O R T S
The Hotels & Resorts segment comprises TUI Group’s diversified portfolio of Group hotel brands and hotel
companies. The segment includes hotels majority-owned by TUI, joint ventures with local partners, stakes in
companies giving TUI significant influence, and hotels operated under management contracts.
In financial year 2021, Hotels & Resorts comprised a total of 359 hotels with 275,773 beds. 333 hotels, i. e. the
majority, are in the four- or five-star categories. 53 % were operated under management contracts, 38 %
were owned by one of the hotel companies, 8 % were leased and 1 % of the hotels were managed under
franchise agreements
Hotels & Resorts financing structure
in %
Hotels & Resorts beds per region
in %
1 (1)
Franchise
(46) 53
Management
%
8 (11)
Lease
38 (42)
Ownership
(30) 30
Caribbean
(22) 21
Western
Mediterranean
%
7 (7)
Other
countries
21 (20)
North Africa /
Egypt
21 (21)
Eastern
Mediterranean
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
In brackets: previous year
2 9
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
3 0
Hotels & Resorts portfolio
3 stars
4 stars
5 stars
Total
hotels
Beds
Main sites
3
1
3
19
26
50
17
12
108
187
48
8
19
71
146
101
105,435
26
34
198
359
16,015
32,270
122,053
275,773
Spain, Mexico, Caribbean,
Cape Verde, Portugal,
Morocco
Spain, Greece,
Turkey, Austria
Cuba, Dom. Rep., Jamaica,
Mexico, Saint Lucia
Spain, Greece,
Turkey, Egypt
Hotel brand
Riu
Robinson
Blue Diamond
Other hotel
companies
Total
As at 30 September 2021
Our hotels operated by third-party hoteliers include a total of 55 hotels belonging to our international
concept brands. This brings the total number of TUI Group hotels to 414.
C R U I S E S
The Cruises segment consists of the joint venture TUI Cruises, which also operates Hapag-Lloyd Cruises
since the prior year, 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
TUI Cruises (Joint Venture)
of which Hapag-Lloyd Cruises
Marella Cruises
Total
As at 30 September 2021
Owned
Leases
Total
12
5
3
15
0
0
1
1
12
5
4
16
Riu is the largest hotel company 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 Clubhotels, Riu Plaza (city hotels) and Riu Palace (premium segment) target different
customer groups.
In the framework of our asset-right strategy, which entails a decoupling of hotel growth and property invest-
ments, we sold our 49 % stake in the joint venture Riu Hotels S.A to a Riu Group company owned by Carmen
and Luis Riu with effect from 31 July 2021. The transaction did not affect our subsidiary RIUSA II S. A., which
continues to be in charge of management and distribution for all Riu hotels and resorts around the globe.
The number of beds in our Group-owned hotel portfolio was not affected by this transaction as the 21 Riu
hotels sold will continue to be operated under management contracts by RIUSA II S. A.
TUI Cruises is a joint venture in which TUI AG and the US shipping company Royal Caribbean Cruises Ltd.
each hold a 50 % stake. With its seven ‘Mein Schiff’ vessels, TUI Cruises is top-ranked in the German-speaking
market for cruises. The Berlitz Cruise Guide 2020, the most important international reference guide for
cruise ship ratings, ranked four ships operated by TUI Cruises among the Top 5 liners in the ‘Large ships’
category.
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. As in the past, the flagships Europa and Europa 2 were the only
ships to feature in the highest category of the Berlitz Cruise Guide, the 5-star-plus category.
Robinson operates mainly four- and five-star club hotels and is a leading German provider of club holidays.
Most of its clubs are located in Spain, Greece, Turkey, the Maldives and Austria.
With a fleet of four ships, Marella Cruises offers voyages in different segments, including family and city
cruises, in the British market.
Blue Diamond is a hotel chain in the Caribbean. The Hotels & Resorts segment comprises 34 resorts in the
Caribbean and Mexico.
Other hotel companies include in particular the flagship brand TUI Blue and TUI Magic Life. TUI Blue is TUI
Group’s youngest hotel brand, targeting an international audience. Its portfolio is being expanded by
combining TUI Blue’s existing offerings with those of the concept brands TUI Sensimar and TUI Family Life.
Including those rebranded as TUI Blue hotels, the brand has hotels in 19 countries. TUI Magic Life is an all-in-
clusive brand, targeting an international audience seeking club holidays with different profiles in beachfront
locations.
T U I M U S E M E N T
The TUI Musement segment delivers local services at our holiday destinations around the world. TUI
Musement’s business model is based on an open online platform available to suppliers and customers alike.
It gives our customers the option to book tours, activities and excursions in the destinations directly and
enables our partners and third-party providers to sell products and services. TUI also employs its own staff
in numerous holiday destinations. In order to tap further growth potential, we entered into additional
strategic B2B partnerships in the period under review.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
3 1
M A R K E T S & A I R L I N E S
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
organisations 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.
N O R T H E R N R E G I O N
The Northern Region segment comprises tour operator activities and airlines in the UK, Ireland and the
Nordics. This segment also includes the Canadian strategic venture Sunwing and the TUI Russia associate.
The stake in TUI Russia was sold in the period under review.
C E N T R A L R E G I O N
The Central Region segment comprises the tour operators and airlines in Germany and the tour operator
activities in Austria, Poland, and Switzerland. The tour operator in Italy was closed in the prior year.
W E S T E R N R E G I O N
The Western Region segment comprises the tour operators and airlines in Belgium and the Netherlands and
the tour operator activities in France.
A L L O T H E R S E G M E N T S
‘All other segments’ includes our business activities for the new markets, the corporate centre functions of
TUI AG and the interim holdings, the Group’s real estate companies and the Group’s key tourism functions.
Research and development
As a tourism service provider, the TUI Group does not engage in research and development activities
comparable with manufacturing companies. This sub-report is therefore not prepared.
Value-oriented Group Management
Management system and Key Performance Indicators
A standardised management system has been created to implement value-driven management across
the Group as a whole and in its individual business segments. The value-oriented management system is an
integral part of consistent Group-wide controlling and planning processes.
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 rec-
onciliation to underlying EBIT also adjusts for goodwill impairments.
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 IFRS 8.
To track the Group’s financial position in financial year 2021, we identified net capital expenditure and financial
investments as well as TUI Group’s net financial position as key performance indicators. In addition, we monitor
the Group’s leverage ratio as a further indicator of financial stability.
We define the EBIT in underlying EBIT as earnings before interest, taxes and expenses for the measurement
of the Group’s interest hedges. EBIT by definition includes amortisation of goodwill.
Key management variables used for regular value analysis are Return On Invested Capital (ROIC) and Economic
Value Added. ROIC is compared with the weighted average cost of capital (WACC).
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
We regard specific carbon emissions (in g CO2 / pkm) from our aircraft fleet as a key non-financial performance
indicator.
To track business performance in our segments in the course of the year, we also monitor other non-financial
performance indicators, such as the customer numbers in tour operation, capacity or passenger days, occupan-
cy and average prices in Hotels & Resorts and Cruises.
Invested Capital
€ million
Notes
2021
2020
Information on operating performance indicators is provided in the sections on Segmental performance (page 61) and Environ-
mental matters (page 77) and in the Report on Expected Developments (page 50).
Cost of capital
The cost of capital is calculated as the weighted average cost of equity and debt capital (WACC). While the
cost of equity reflects the return expected by investors from TUI shares, the cost of debt capital is based on
the average borrowing costs for TUI Group. The cost of capital always shows pre-tax costs, i. e. costs before
corporate and investor taxes. The expected return determined in this way corresponds to the same tax
level as the underlying EBIT included in ROIC. For fiscal year 2021, we apply a cost of capital of 7.77 % for the
Hotel & Resorts segment, 9.18 % for Marella Cruises, 8.36 % for TUI Musement and 11.75 % for the Markets &
Airlines division.
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 am-
ortisations of purchase price allocations are then added to the invested capital.
Apart from ROIC as a relative performance indicator, Economic Value Added is used as an absolute value-
oriented performance indicator. Economic Value Added is calculated as the product of ROIC less associated
pre-tax capital costs (WACC) multiplied by interest-bearing invested capital.
Equity
Subscribed capital
Capital reserves
Revenue reserves
Non-controlling interest
Silent Participations
plus interest bearing financial liability items
Pension provisions and similar obligations
Non-current financial liabilities
Current financial liabilities
Derivative financial instruments
Lease liabilities (IFRS 16)
less financial assets
Derivative financial instruments
Cash and cash equivalents
Other financial assets
Seasonal adjustment1
less overfunded pension plans
Invested Capital before addition of effects from
purchase price allocation
Invested Capital excluding purchase price allocation prior year
Ø Invested capital before addition of effects from
purchase price allocation2
Invested Capital before addition of effects from
purchase price allocation
plus effects from purchase price allocation
Invested Capital
Invested Capital prior year
Ø Invested Capital2
As a result of the business disruptions caused by COVID-19 and the associated negative underlying EBIT, the
TUI Group’s overall ROIC is negative at – 30.02 %. With a group weighted cost of capital of 10.27 %, this
yielded negative Economic Value Addded of € 2.8 bn (previous year negative EVA of € 3.7 bn).
1 Adjustment to net debt to reflect a seasonal average cash balance
2 Average value based at beginning and year-end
(24)
(25)
(26)
(29)
(30)
(32), (36)
(32), (36)
(32), (36)
(32)
(36)
(22), (36)
– 418.4
1,099.4
5,249.6
– 8,525.7
667.3
1,091.0
7,509.0
935.1
3,036.1
284.6
23.7
3,229.4
1,383.7
62.3
1,583.9
237.6
– 500.0
137.1
5,569.7
7,699.9
218.1
1,509.4
4,211.0
– 6,168.8
666.5
0.0
9,002.7
1,015.0
3,691.7
577.3
318.8
3,399.9
1,157.6
96.4
1,233.1
328.2
– 500.0
363.3
7,699.9
6,059.2
6,634.8
6,879.6
5,569.7
296.9
5,866.6
7,959.7
6,913.1
7,699.9
259.8
7,959.7
6,310.0
7,134.8
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
3 2
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
ROIC
€ million
Underlying EBIT
Ø Invested Capital*
ROIC
Weighted average cost of capital (WACC)
Value added
* Average value based on balance at beginning and year-end
Group earnings before interest and taxes on a constant currency basis developed as follows in the financial
year under review:
2021
– 2,075.5
6,913.1
– 30.02
10.27
– 2,785.6
2020
adjusted
– 2,997.0
7,134.8
– 42.01
10.32
– 3,733.4
%
%
Reconciliation EBIT
€ million
EBIT
F X effects from translation to budget rates
EBIT at budget rates
2021
– 2,012.8
10.6
– 2,002.2
Group performance indicators used in the Executive Board remuneration system
From the 2020 financial year onwards, the internationally more common earnings measure ‘adjusted EBIT’ is
used for value-oriented corporate management. In the 2020 financial year, the adjusted EBIT was also
adjusted for the earnings effect of IFRS16 (‘adjusted EBIT [IAS17]’) as part of internal reporting to facilitate
comparability with the previous year. From the 2021 financial year onwards, adjusted EBIT (IFRS 16) is the
segment performance indicator within the meaning of IFRS 8, and the previous year’s figures were adjusted
accordingly.
J E V - R E L E V A N T E B T AT C O N S TA N T C U R R E N C Y
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.
J E V - R E L E V A N T C A S H F L O W B E F O R E D I V I D E N D
The second Group performance indicator reflected in JEV is the cash flow indicator cash flow before dividend,
included in the calculation with a weighting of 25 %. For this purpose, cash flow before dividend is deter-
mined using a simplified approach, based on the management cash flow calculation. TUI Group EBIT, the
indicator serving as the initial basis for calculations, is also shown on a constant currency basis for this
purpose.
Cash flow before dividend for JEV purposes developed as follows in the financial year under review:
Cash Flow before dividend
€ million
EBIT
F X effects from translation to budget rates
EBIT at budget rates
plus amortisation / minus write-backs of other intangible assets and plus depreciation /
minus write-backs of property, plant and equipment
plus Delta Working Capital
plus other non-cash result items
minus share of result of joint ventures and associates
plus dividends received by TUI AG from joint ventures and associates
minus paid net interest
minus paid income taxes
minus pension contributions
minus net capex and investments
Cash Flow before dividend
2021
– 2,012.8
10.6
– 2,002.2
1,012.4
822.9
– 107.9
232.7
14.2
– 398.4
– 9.0
– 110.2
699.1
153.7
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
3 3
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
Reconciliation cash flow before dividend to Cash Flow Statement
Pro forma underlying earnings per share from continuing operations (LTIP-relevant EPS) developed as follows
in the financial year under review:
2021
– 151.3
704.7
– 404.8
0.0
0.0
– 1.7
– 3.7
143.2
10.6
153.8
Pro forma underlying earnings per shares TUI Group
€ million
Underlying EBIT
less net interest expense
Underlying profit before tax
Income taxes (0 % assumed tax rate)
Underlying Group profit
Minority interest
Underlying Group profit attributable to TUI shareholders of TUI AG
Numbers of shares at FY end (in million)
Underlying earnings per share (€)
2021
– 2,075.5
– 448.9
– 2,524.4
0
– 2,524.4
– 13.8
– 2,510.6
1,099.4
– 2.28
2020
adjusted
– 2,997.0
– 275.9
– 3,272.9
0
– 3,272.9
9.4
– 3,282.3
590.4
– 5.56
C O M B I N E D M A N A G E M E N T
R E P O R T
€ million
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28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
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Information required
under Takeover Law
100 TUI Share
Cash inflow from operating activities
plus cash inflow from investing activities
less interest paid
less payments made for acquisition of minority interest
plus payments received for the issuance of employee shares
less payments made for the purchase of own shares
less payments received from the sale of money markets fund shares
Cash Flow before dividend at actual rates
Effect from translation to budget rates
Cash Flow before dividend
P R O - F O R M A U N D E R LY I N G E A R N I N G S P E R S H A R E
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).
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
The table below shows TUI Group’s pro forma underlying earnings per share. The normalized Group tax rate
for the year under review was reduced in the prior year to 0 % against the background of the considerable
decline in earnings caused by COVID-19; this rate was also applied for the year under review. The calculation
is based on the subscribed capital as at the balance sheet date.
3 4
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
3 5
RISK REPORT
Successful management of existing and emerging risks is critical to the long-term success of our business
and to the achievement of our strategic objectives. In order to seize market opportunities and leverage the
potential for success, risk must be accepted to a reasonable degree. Risk management is therefore an integral
component of the Group’s Corporate Governance.
Risk Governance
TUI Group Risk Management Roles & Responsibilities
Overall responsibility for risk management
• • Overall responsibility for risk management
Determine strategic approach to risk
• • Determine strategic approach to risk
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 effectiveness of the risk management system
• • Review the effectiveness of the risk management system
E X E C U T I V E B O A R D
Direct & Assure
• Formulate risk strategy and policy
• Discuss and propose risk appetite
• Summarise principal risks
• Ensure effective monitoring
• Report back to Executive Board
R I S K O V E R S I G H T C O M M I T T E E ( R O C )
Review & Communicate
G R O U P R I S K T E A M
Support & Report
B U S I N E S S & F U N C T I O N S
Identify & Assess
• Understand key risks
• Review key risks and mitigation
• Manage and monitor risks
• Report on risk status
R I S K C H A M P I O N C O M M U N I T Y
E X E C U T I V E B O A R D – D I R E C T & A S S U R E
With oversight by the Supervisory Board, the Executive Board determines the strategic direction of the
Group and agrees the nature and extent of the risks it is willing to take to achieve its strategic objectives.
The ROC reports bi-annually to the Executive Board to ensure that it is kept abreast of changes in the risk
landscape and developments in the management of principal risks, and to facilitate regular quality discussions
on risk management at the Executive Board meetings.
Ultimately, accountability for the Group’s risk management rests with the Executive Board and therefore it
has established and maintains a risk management system to identify, assess, manage and monitor risks
which could threaten the existence of the company or have a significant impact on the achievement of its
strategic objectives: these are referred to as the principal risks of the Group. This risk management system
includes an internally-published risk management policy which helps to reinforce the tone set from the top
on risk, by instilling an appropriate risk culture in the organization whereby employees are expected to be risk
aware, control minded and ’do the right thing’. The policy provides a formal structure for risk management
to embed it in the fabric of the business. Each principal risk has assigned to it a member of the Executive
Committee as overall risk sponsor to ensure that there is clarity of responsibility and to ensure that each of
the principal risks are understood fully and managed effectively.
The Executive Board reports to the Audit Committee of the Supervisory Board on the adherence to both
the UK and German listing requirements, the overall risk position of the Group, on the individual principal
risks and their management, and on the performance and effectiveness of the risk management system as
a whole.
R I S K O V E R S I G H T C O M M I T T E E – R E V I E W & C O M M U N I C AT E
On behalf of the Executive Board, the Risk Oversight Committee (the ’ROC’), ensures that business risks are
identified, assessed, managed and monitored across the businesses and functions of the Group. Meeting on
a quarterly basis, the ROC’s responsibilities include considering the principal risks to the Group’s strategy
and the risk appetite for each of those risks, assessing the operational effectiveness of the mitigation in place
to manage those risks and any action plans to further mitigate them, as well as reviewing the bottom-up risk
reporting from the businesses themselves to assess whether there are any heightened areas of concern.
Senior executives from the Group’s major businesses are required to attend the ROC on a rotational basis
and present on the risk and control framework in their business, so that the members of the ROC can ask
questions on the processes in place, the risks present in each business and any new or evolving risks which
may be on their horizon, and also to seek confirmation that an appropriate risk culture continues to be in
place in each of the major businesses.
Chaired by the Chief Financial Officer, senior operational and finance management as well as all of manage-
ment’s second line functions are represented on the committee.
G R O U P R I S K D E PA R T M E N T – S U P P O R T & R E P O R T
The Executive Board has also established a Group Risk department to ensure that the risk management
system functions effectively and that the risk management policy is implemented appropriately across the
Group. The department supports the risk management process by providing guidance, support and challenge
to management whilst acting as the central point for coordinating, monitoring and reporting on risk across
the Group. It also supports the ROC in fulfilling it’s duties and the reporting to both the Executive and
Supervisory Boards. Additionally, Group Risk is responsible for the operation of the risk and control soft-
ware that underpins the Group’s risk reporting and risk management process.
B U S I N E S S E S & F U N C T I O N S – I D E N T I F Y & A S S E S S
Every business and function in the Group is required to adopt the Group Risk Management policy. In order
to do this, each either has their own risk committee or includes risk as a regular agenda item at their Board
meetings to ensure that it receives the appropriate senior management attention within their business. In
addition, the businesses each appoint a Risk Champion, who promotes the risk management policy within
their business and ensures its effective application. The Risk Champions are in close contact with Group Risk
and are critical both in ensuring that the risk management system functions effectively, and in implementing
a culture of continuous awareness and improvement in risk management and reporting.
Risk Appetite
The Executive Board and Audit Committee, in conjunction with the Risk Oversight Committee has reviewed
the Group’s risk appetite. The results of the review indicate the board’s risk appetite across three risk types:
Operational – moderate level to all operational risks where the board seeks to manage them responsibly
to create unique holidays for our customers but recognizes as a matter of course we operate in a market
environment characterized by external events.
Compliance – a low risk appetite to exposure of compliance related risks including adhering to regulatory
requirements, protecting information in all forms as well as avoiding harm to customers, employees and all
other stakeholders.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
3 6
Financial – low risk appetite with exposure to financial risks. The Group seeks to achieve financial stability
and certainty in particular during the pandemic as the scrutiny of costs and cash management has been
heightened.
Risk Identification: Management closest to the risks identify those that are relevant to the pursuit of the
strategy within their business area.
Our principal risks are aligned to these risk types.
Risk Reporting
The Group Risk department applies a consistent risk reporting methodology across the Group. This is
underpinned by risk and control software which reinforces clarity of language, visibility of risks, mitigation
and actions and accountability of ownership. Although the process of risk identification, assessment and
response is continuous and embedded within the day-to-day operations of the businesses and functions, it
is consolidated, reported and reviewed at varying levels throughout the Group on at least a quarterly basis.
A risk owner is assigned to each risk, who has the accountability and authority for ensuring that the risk is
appropriately managed.
Risk Assessment: The methodology used is to initially assess the gross (or inherent) risk. This is essentially
the downside, being the product of the impact together with the likelihood of the risk materializing if there
is no mitigation in place to manage or monitor the risk. The key benefit of assessing the gross risk is that
it highlights the potential risk exposure if mitigation were to fail completely or not be in place at all. Both
impact and likelihood are scored using the criteria shown below:
Impact Assessment
M I N O R
Impact on
Financials (Sales and / or Costs)
Reputation
Technology reliability
Compliance
Health & Safety standards
Programme Delivery
Likelihood Assessment
M O D E R AT E
Impact on
Financials (Sales and / or Costs)
Reputation
Technology reliability
Compliance
Health & Safety standards
Programme Delivery
S I G N I F I C A N T
Impact on
Financials (Sales and / or Costs)
Reputation
Technology reliability
Compliance
Health & Safety standards
Programme Delivery
M A J O R
Impact on
Financials (Sales and / or Costs)
Reputation
Technology reliability
Compliance
Health & Safety standards
Programme Delivery
S E R I O U S
Impact on
Financials (Sales and / or Costs)
Reputation
Technology reliability
Compliance
Health & Safety standards
Programme Delivery
R A R E
< 10 % Chance
U N L I K E LY
10 – < 30 % Chance
P O S S I B L E
30 – < 60 % Chance
L I K E LY
60 – < 80 % Chance
A L M O ST C E R TA I N
≥ 80 %
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
3 7
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
3 8
The next step in the risk reporting process is to assess and document the mitigation currently in place to
reduce the likelihood of the risk materializing and / or its impact if it does. Consideration of these then
enables the current (or residual) risk score to be assessed, which is essentially the reasonably foreseeable
scenario. This measures the impact and likelihood of the risk with the mitigation in place and effective. The
key benefit of assessing the current risk score is that it provides an understanding of the current level of risk
faced today and the reliance on the mitigation in place.
Each business and function will continue to review their risk register on an ongoing basis through the mechanism
appropriate for their business e. g. local Risk Committee.
This bottom-up risk reporting is considered by the ROC alongside the Group’s principal risks. New risks are
added to the Group’s principal risk register if deemed to be of a significant nature so that the ongoing status
and the progression of key action plans can be managed in line with the Group’s targets and expectations.
Risk Response: If management are comfortable that the current risk position is within the Group’s appetite,
the risk is accepted and no further action is required to further reduce it. The mitigation continues to be
operated and management monitor the risk, the mitigation and the risk landscape to ensure that it remains
at an acceptable level. If management assesses that the current risk score is too high, an action plan will be
drawn up with the objective of introducing new or stronger mitigation that will further reduce the impact
and / or likelihood of the risk to an acceptable level. This is known as the target risk score and is the param-
eter by which management can ensure the risk is being managed in line with their overall risk appetite. The
risk owner will normally be the individual tasked with ensuring that this action plan is implemented within an
agreed timetable.
A D H O C R I S K R E P O R T I N G
Whilst there is a formal process in place for reporting on risks on a quarterly basis, the process of risk
identification, assessment and response is continuous and therefore if required, risks can be reported to the
Executive Board outside of the quarterly process, should events dictate that this is necessary and appro-
priate. Ideally such ad hoc reporting is performed by the business or function which is closest to the risk, but
it can be performed by the Group Risk department if necessary.
Principal Risk Heat Map
C
D
4
6
8
5
E
T
C
A
P
M
I
Ris
L
o
w
k S
c
o
re
Ris
H
ig
k
S
c
h
o
r
e
3
1
2
RISKS ABOVE APPETITE
CURRENT
RISK POSITION
TARGET
RISK POSITION
1 Lack of integration & fl exi bili ty
2 Reduc ed c us tom er d ema nd
3
Inability to attract & re tain tal ent
Insufficient c ash fl ow
4
5 Volatility of input costs
6
7 Disrup tion to IT Syste ms (Cy ber at tack)
8 Lack of s us tainabil ity improveme nt s
Imp act of B rexit
RISKS WIT HIN APPETITE
CURRENT RISK POSITION
A Di srupt ion wi thin our d estinat ions
B Se curit y Heal th & Safety breach
C Rel iance on key suppl iers
D Breach of regul ator y re qui rem ents
E Manage ment of joint vent ure par tne rshi ps
CURRENT
RISK POSITION
The level of risk faced today taking
account of the mitigation already in
place and operating effectively
TARGET
RISK POSITION
The acceptable level of risk, in line
with the overall risk appetite
4
8
B
6
2
7
A
5
7
1
3
LIKE LIHOOD
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
E F F E C T I V E N E S S O F T H E R I S K M A N A G E M E N T S Y S T E M
The Executive Board regularly reports to the Audit Committee of the Supervisory Board on the perfor-
mance, effectiveness and adherence to listing requirements of the risk management system, supported by
the ROC and the Group Risk department. Additionally, the Audit Committee receives assurance from Group
Audit through its audit plan over a selection of principal risks, processes and business transformation
initiatives most critical to the Group’s continued success.
The pandemic has continued to affect TUI’s business operations during the financial year causing a significant
reduction to the companies’ operations, and therefore resulting in a reduction in operational risks. Therefore
financial risks in terms of liquidity management were the primary focus during the reduced operations.
Unchanged to the beginning of the pandemic the Executive Board has monitored and managed the associat-
ed principal risk to ensure that the low level of appetite is being exercised. The requirements for risk reporting
that is coordinated by the Group Risk department and reported to the ROC could therefore be paused.
Despite this, business areas and functions continued to ensure all risks are managed effectively.
The conclusion from all of the above assurance work is that the risk management system has functioned
effectively throughout the year and there have been no significant failings or weaknesses identified. Of
course there is always room for improvement, and the Risk Champions and the Group Risk department
continue to work together to enhance the risk management and reporting processes, particularly in the next
financial year where the formal requirements for risk reporting will be re-introduced in line with business as
usual.
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Finally, in accordance with Section 317 (4) HGB (German Commercial Code), the auditor of TUI AG has
reviewed the Group’s early detection system for risks in place as required by Section 91 (2) AktG (German
Stock Corporation Act) to conclude, if the system can fulfill its duties.
Principal Risks
The principal risks to the Group are either considered to be ’Above’ or ’Within’ risk appetite.
In the heat map diagram, the assessment criteria used are shown on page 37.
Financial year 2021 Principal Risks
Similarly to other external factors that have previously impacted our Group (e. g. the volcanic ash-cloud or
grounding of the B737 Max fleet), we regard the COVID-19 pandemic as an event which has led to travel
restrictions across the world, both within the Markets as well as in destination countries. This has led to
several of our principal risks to materialise simultaneously, including: customer demand, input cost volatility,
cashflow, destination disruption and security, health & safety. All of these principal risks continue to remain
heightened throughout the pandemic.
Measures taken in order to react to this crisis have also heightened the principal risk profile. Therefore the
lack of integration risk has increased, due to the volume and speed of transformation required within the
Group in order to react to the impact; and the ability to attract and retain talent, due to the cost saving
measures related to our employees.
The Executive Board believes that, despite the existing risks, the TUI Group currently has sufficient funds,
and will continue to have sufficient funds in the future, resulting both from borrowing and from expected
operating cash flows, to meet its payment obligations for the foreseeable future and to continue as a going
concern. The Executive Board anticipates that, a material uncertainty that may cast significant doubt about
the Group’s ability to continue as a going concern no longer exists. The Executive Board no longer considers
the remaining risk with regard to a further pandemic-related change in booking behaviour to be a threat to
the Group’s continued existence. In its assessment, the Executive Board assumes that the booking figures
will gradually recover in the 2022 financial year and that the booking behaviour in the 2023 financial year will
largely correspond to the pre-pandemic level. The Executive Board assumes that there will be no further
long-term closures and lockdowns that could affect travel behaviour. Nevertheless, customer bookings may
deteriorate due to new travel restrictions, insufficient vaccination coverage against the COVID-19 virus in
individual countries, and virus variants for which there is insufficient vaccination protection, thereby affect-
ing the Company’s performance.
Risks above the appetite are those that either require further mitigation in order to reduce them to an
acceptable position or are heightened by external events beyond our control such as the COVID pandemic.
We have action plans in place to increase or strengthen mitigation around each of these risks and reduce the
current risk score to the target level indicated in the heat map diagram.
For further information please refer to the Viability Statement on page 47
See chapter Going Concern Reporting in accordance with UK Corporate Governance Code, page 155
Risks within the appetite are those that considered to be at an acceptable level. For these, we have controls,
processes and procedures in place as a matter of course that serve to mitigate each risk to either minimize
the likelihood of the event occurring and / or minimize the impact if it does occur. These risks remain on our
risk radar where we regularly monitor the risk, the mitigation and the risk landscape to ensure that the risk
score stays stable and within our risk appetite in each case.
3 9
If the risk detail in the subsequent tables does not suggest otherwise, the risks shown below relate to all
segments of the Group. The risks listed are the principal risks to which we are exposed but are not exhaustive
and will evolve over time due to the dynamic nature of our business.
C O N T E N T S
Principal Risks above risk appetite
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
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50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
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Declaration
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Information required
under Takeover Law
100 TUI Share
Nature of Risk
Mitigating Factors
1 . L A C K O F I N T E G R AT I O N A N D F L E X I B I L I T Y W I T H I N O P E R AT I O N S A N D I T S Y S T E M S
Our focus is on enhancing our operations and customer experience by providing engaging, intuitive,
seamless and continuous customer service through delivery of digital solutions, core platform capabilities,
underlying technical infrastructure and IT services required to support the Group’s overall strategy for
driving profitable topline growth.
Although the Group’s strategy has ensured that we are more vertically integrated, which has reduced
impact of disruption by pure digital players, a lack of integration and flexibility within our systems and
operations, particularly in the Markets & Airline businesses could impact on our cost base. This would
therefore impact on our competitiveness, our ability to provide a superior customer experience as well
as on quality and operational efficiency.
The COVID-19 pandemic has heightened this risk due to the shorter timescales required to deliver the
integration of our businesses and flexibility of the IT systems and therefore there are a number of trans-
formation projects currently in place to mitigate this risk.
• Progressing with the implementation of TRIPS, our new common IT platform, which will be introduced to
all of our Markets businesses.
• Integration and development of Musement IT platform as technology driver for Customer Experience.
• An established Global Transformation Office to monitor all initiatives to ensure they are on track as well as
regularly provide status updates to the Executive Committee.
• An established Asset Transformation Board, chaired by the Chief Strategy Officer that reviews the current
asset portfolio within our airline, hotels and cruise businesses.
• Strong project management structures exist for all of the major restructuring, acquisition and disposal
programs, which are underway to ensure that they are managed effectively.
• Project reporting tool ensures enhanced visibility of the progress of major projects as a matter of routine.
• Centralised management structures to oversee the Markets and Airline businesses.
2 . R E D U C T I O N I N C U S TO M E R D E M A N D
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Spending on travel and tourism is discretionary and price sensitive as well as competitive. The economic
outlook remains uncertain with different markets at different points in the economic cycle. Furthermore, in
recent years there has been an emergence of successful substitute business models such as web-based
travel and hotel portals which allow end users to combine the individual elements of a holiday trip on their
own and book them separately.
There is the risk that these external factors within our industry will impact on the spending power as well as
the desire to travel of our customers. This could impact our short-term growth rates and lead to margin
erosion.
This risk has heightened due to customer demand being significantly impacted by the COVID-19 pandemic.
• Our market position as a globally operating tourism group, our brand and our integrated business
model enables us to respond robustly to competitive threats.
• The Group is characterised by the continuous development of new holiday experiences, developing
new concepts and services which match the needs and preferences of our customers. Our strong and
lasting relationships with our key hotel partners further reinforces our ability to develop new concepts
exclusive to the Group.
• Many customers prioritize their spending on holidays above other discretionary items.
• Leveraging our scale to keep costs down and prices competitive.
• Having a range of markets so that we are not over exposed to one particular economic cycle.
• Promoting the benefits of travelling with a globally operating tour operator to increase customer confidence
and peace of mind. This is particularly prominent during rhe pandemic where customers are seeking a
higher level of security from reputable companies.
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C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
41
Nature of Risk
Mitigating Factors
3 . I N A B I L I T Y TO AT T R A C T A N D R E TA I N TA L E N T
Our success depends on the ability to attract, retain, and develop our talent to ensure that we equip our
employees to deliver our strategy as well as to also become our future leaders.
• Driving high performance and engagement through our performance review, development plans and
career planning process.
There is a risk that we are unable to attract and retain key talent, build future leadership capability and maintain
the commitment and trust of our employees.
Challenges in managing and maintaining our talent pipeline in order to deliver against our strategy, drive
competitiveness and maximize on our operating performance, may impact on our ability to future proof the
Group and the associated potential for negative impact on shareholder confidence.
This risk has increased as a result of the cost saving measures related to our employees as well due to the
tourism industry becoming a less attractive sector during the pandemic.
4 . I N S U F F I C I E N T C A S H F L O W
Tourism is an inherently seasonal business with the majority of profits earned in the European summer
months. Cash flows are similarly seasonal with the cash high occurring in the summer as advance payments
and final balances are received from customers, with the cash low occurring in the winter as liabilities
have to be settled with many suppliers after the end of the summer season.
There is the risk that if we do not adequately manage cash balances through the winter low period this
could impact on the Group’s liquidity and ability to settle liabilities as they fall due whilst ensuring that
financial covenants are maintained.
As a result of the COVID-19 pandemic the Group has experienced increasing challenges to the cashflow
profile. This is due to operational activity being significantly reduced during the summer months, which
is the time when the majority of cash balances are received from customers. We are also experiencing a
significantly shorter booking profile whereby customers are booking very close to departure and therefore
cash deposits are received later than previous booking patterns and the cash balances are subject to
higher short tem movements.
• Promoting a working from anywhere culture, allows us to attract and retain a wider pool of talent that
does not require to be located close to our base offices.
• Establishing and maintaining online professional academies to provide our employees with learning
offerings in specific functional areas.
• A strategically aligned leadership programme for high performing management at all levels.
• The Executive Board has continued to place significant focus on the review of the Group’s cash flow position
during this crisis period.
• The partial resumption of holidays, particularly in mainland Europe source markets in the summer season
has contributed towards stabilising the cash positon.
• With the customer deposits received for the coming seasons, the funds from the financing measures
implemented in the year under review (capital increase in January 2021 and the convertible bond placed
in April), the cash inflow from the sale of Riu Hotels S. A., the extension of the revolving credit facilities
including the further suspension of the review of the financial covenants as well as the further capital
increase in October 2021, which took place after the balance sheet date, the Executive Board believes
that, despite the existing risks, the TUI Group currently has and will continue to have sufficient funds re-
sulting both from the borrowing and from operating cash flows to meet its payment obligations and to
continue as a going concern. The Executive Board no longer considers the remaining risk with regard to
a further pandemic-related change in booking behaviour as a threat to the company as a going concern.
In its assessment, the Executive Board assumes that the booking figures will gradually recover in the
financial year 2022 and that the booking behaviour in the financial year 2023 will largely correspond to the
pre-pandemic level. The Executive Board assumes that there will be no further long-term closures and
lockdowns that could affect travel behaviour. Nevertheless, customer bookings may deteriorate due to
new travel restrictions, insufficient vaccination coverage against the COVID-19 virus in individual countries,
and virus variants for which there is insufficient vaccination protection, thereby affecting the Company’s
performance.
Nature of Risk
Mitigating Factors
• Our focus on holiday experiences is helping to reduce the seasonality risk, as hotels, cruises and destination
experiences have a more evenly distributed profit and cash profile across the year.
• As our business is spread across a number of markets, there are some counter-cyclical features e. g. winter
is a more important season for the Nordic and Canadian markets. Some brands, such as the UK ski brand
Crystal Ski, have a different seasonality profile which helps to counter-balance the overall profile.
• The business regularly produces both short term and long term cash forecasts during the year – on a
daily basis when needed – , which the Treasury department use to manage cash resources effectively. We
continue to maintain high-quality relationships with the Group’s key financiers. TUI AG’s RCF and KfW
credit line are subject to compliance with certain financial target values (covenants) for debt coverage and
interest coverage, the review of which is carried out based on the last four reported quarters at the end
of the financial year or the half-year of a financial year. Against the backdrop of the ongoing pressures
from the COVID-19 pandemic, the review is currently suspended. On 9 June 2021 and again when the
credit lines were extended, TUI AG’s creditor banks agreed to a further suspension of the review of these
covenants until the end of March 2022, so that the review will now only be resumed in September 2022.
In addition, higher limits will be applied at the first two cut-off dates before normalised limits have to be
complied with from September 2023.
• Regularly reviewing ways how we can raise additional finance from the capital markets, should it be
required, and how we can continue to improve our Free Cash Flow position. Please refer to the Viability
Statement on page 47 for further details on the measures taken this year.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
4 2
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Nature of Risk
5 . V O L AT I L I T Y O F I N P U T C O S T S
Mitigating Factors
A significant proportion of operating expenses are in non-local currency and / or relate to aircraft and cruise
fuel which therefore exposes the business to fluctuations in both exchange rates and fuel prices.
• An established Hedging Committee that monitors the Group’s hedging position.
• Ensuring that the appropriate derivative financial instruments are used to provide hedging cover for the
underlying transactions involving fuel and foreign currency.
There is the risk that if we do not manage adequately the volatility of exchange rates, fuel prices and other
input costs, then this could result in increased costs and lead to margin erosion, impacting on our ability to
achieve profit targets. As a result of the pandemic there is also a risk that there will be no lines available to
put in place hedges to manage the volatility of future seasons.
• Maintaining an appropriate hedging policy to ensure that this hedging cover is taken out ahead of the
markets’ customer booking profiles. This provides a degree of certainty over input costs when planning
pricing and capacity, whilst also allowing some flexibility in prices so as to be able to respond to competi-
tive pressures if necessary.
There is also the risk that if our hedging policy is too rigid. E. g. when the majority of the competitors in a
source market do not hedge (a certain destination) we may find ourselves unable to respond to competitive
pricing pressures during the season without it having a direct detrimental impact on our market position
and / or profitability.
Furthermore, changes in macroeconomic conditions, such as those currently being experienced as a result of
the pandemic can have an impact on exchange rates which, particularly for the £ / € rate has a direct impact
on the translation of non-euro market results into euros, the reporting currency of our Group.
• Tracking the foreign exchange and fuel markets to ensure the most up-to-date market intelligence and the
ongoing appropriateness of our hedging policies.
• Expressing our key profit growth target in constant currency terms so that short term performance can
be assessed without the distortion caused by exchange rate fluctuations.
We are currently unable to exercise all controls as our banking lines do not sufficiently cover the hedging
needs. We regard this as a temporary topic and acceptable in the current business environment.
Further information on currency and fuel hedges can be found in the Notes to the consolidated financial
statements in the Financial instruments section.
6 . I M PA C T O F B R E X I T
Our main concern is whether or not all of our airlines will continue to have access to EU airspace as now. If
we were unable to continue to fly intra-EU routes, such as from Germany to Spain, this would have a
significant operational and financial impact on the Group.
Other areas of uncertainty include the status of our UK employees working in the EU and vice versa and the
potential for customer visa requirements for holidays from the UK to the EU.
• Established Brexit workstreams to coordinate suitable mitigation strategies where the UK exit from the
European Union has an impact on our operations, particularly the airlines.
• In addition we continue to lobby relevant UK and EU decision makers to stress the continued importance
of a liberalised and deregulated aviation market across Europe to protect consumer choice in both regions.
4 3
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
Nature of Risk
Mitigating Factors
7 . D I S R U P T I O N TO I T S Y S T E M S ( C Y B E R AT TA C K S )
Our responsibility is to protect the confidentiality, integrity and availability of the data we process for our
customers, employees, and businesses.
This is an evolving risk due to increasing global cyber-crime activity and regulation (e. g. EU GDPR). At the
same time our consolidation under the TUI brand and increasing dependence on online sales and customer
care increases our exposure and susceptibility to cyber-attacks.
If we do not ensure we have the appropriate level of security controls in place across the Group, this could
have a significant negative impact on our key stakeholders, associated reputational damage and potential for
financial implications.
• Continued commitment from the Executive Board in support of key initiatives to ensure existing and future
IT systems are secure by design, that exposure to vulnerability is managed, user access is monitored, and
colleagues are made aware of information security risks through appropriate training – Security first
in everything we do.
• Implementation of a Security Operations Centre and monitoring tools to anticipate, detect and respond to
criminal attacks and resolve information security incidents.
• Launch of a Security Engineering initiative to ensure controls are embedded in the application development
pipeline as TUI’s information technology is transformed.
• Continuous improvement through lessons learned from real or simulated cyber incidents.
8 . L A C K O F S U S TA I N A B I L I T Y I M P R O V E M E N T S
For the Group, economic, environmental and social sustainability is a fundamental management principle
and a cornerstone of our strategy for continually enhancing the value of our Company. This is the way we create
the conditions for long-term economic success and assume responsibility for sustainable transformation in the
tourism sector.
• Implemented the ’Better Holidays, Better World’ initiatives which included specific targets for key sustain-
ability indicators. Furthermore, work is underway to rollout the newly developed TUI Sustainability Agenda.
• A dedicated sustainability department to work closely with the business and external stakeholders.
• Operating one of the most carbon efficient airlines in Europe with continued investment in new, more
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Our focus is to reduce the environmental impact of our operations and promote responsible social policies
and outcomes both directly through our own business and indirectly via our influence over our supply chain
partners, thereby creating positive change.
There is a risk that we are not successful in driving social and environmental improvements across our
operations, that our suppliers do not uphold our corporate and social responsibility standards and we fail to
influence destinations to manage tourism more sustainably.
If we do not maximize our positive impact on destinations and minimize the negative impact to the extent
that our stakeholders expect, this could result in a decline in stakeholder confidence, reputational damage
and reduction in demand for our products and services.
efficient aircraft and cruise ships.
• Implemented an environmental management system with all TUI airlines having achieved ISO 14001
certification.
• Increased measures to influence accommodation suppliers to achieve third-party sustainability certi-
fication recognised by the Global Sustainable Tourism Council (GSTC).
• TUI Care Foundation expanded to focus for charitable donations and sustainability projects, with particular
emphasis on maximizing the economic benefits of tourism in destinations.
4 4
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
4 5
Nature of Risk
Principal Risks within appetite
A . D I S R U P T I O N W I T H I N O U R D E S T I N AT I O N S
Providers of holiday and travel services are exposed to the inherent risk of external events affecting desti-
nations. This can include natural catastrophes such as hurricanes or tsunamis; outbreaks of disease such as
the ongoing COVID-19 pandemic; political volatility as has been seen in Egypt, Turkey and Greece in recent
years; the implications of war in countries close to our markets and destinations; and terrorist events such
as the tragic incident in Tunisia in 2015.
There is the risk that if such an event occurs, impacting one or more of our destinations that we could
potentially suffer significant operational disruption and costs. We may be required to repatriate our custom-
ers and / or the event could lead to a significant decline in demand for holidays to the affected destinations
over an extended period of time.
This risk has heightened due to COVID-19 whereby the Group is experiencing more destination disruption
due to constant changes in travel advice and corridors.
B . S E C U R I T Y H E A LT H & S A F E T Y B R E A C H
For all providers of holiday and travel services, ensuring the security, health and safety of customers is of
paramount importance.
There is the risk of accidents or incidents occurring causing illness, injury or death to customers or colleagues
whilst on a TUI holiday. This could result in reputational damage to the business and / or financial liabilities
through legal action being taken by the affected parties. This is particularly important during the pandemic
where health & safety is under more scrutiny and requirements from are continuously changing.
C . R E L I A N C E O N K E Y S U P P L I E R S
Providers of holiday and travel services are exposed to the inherent risk of failure in their key suppliers,
particularly for hotels, aircraft and cruise ships. This is heightened by the industry convention of paying
hoteliers in advance (’prepayments’) to secure a level of room allocation for the season as well as in areas
where a single supplier is used to provide a product or service.
Mitigating Factors
• Whilst we are unable to prevent such events from occurring, we have well defined crisis management
procedures and emergency response plans, which are implemented when an event of this nature occurs,
with the focus being on the welfare of our customers.
• Where the appropriate course of action is to bring customers home immediately, our significant fleet of
aircraft allows us to do this smoothly and efficiently, as demonstrated in March 2020 when all customers
had to be repatriated due to COVID-19.
• Our policy is to follow foreign office advice in each of our markets with regards to non-essential travel.
This serves to minimize the exposure of our customers to turbulent regions.
• Due to our presence in all key holiday regions, when a specific destination has been impacted by an
external event, we are able to offer alternative destinations to our customers and to remix our destination
portfolio away from the affected area in future seasons if necessary.
• An established Security Health & Safety function across the Group in order to ensure there is appropriate
focus on health and safety processes as part of the normal course of business.
• The function ensures standardization as well as compliance with best practice standards.
• Appropriate insurance policies are in place for when incidents do occur.
• Using reputable and financially stable suppliers, particularly in areas where a single supplier is used to
provide a service.
• Regular monitoring of supplier performance against agreed terms and conditions.
• Strong working relationships with all key suppliers.
• Owned and joint venture partner hotels form a substantial part of our program which reduces our inherent
risk in this area.
Nature of Risk
Mitigating Factors
There is the risk that we are unable to continue with our core operations in the event of a major service failure
from our key suppliers.
• A robust prepayment authorization process is established and embedded to both limit the level of
prepayments made and ensure that they are only paid to trusted, credit-worthy counterparties.
• Prepayments are monitored on a timely and sufficiently granular basis to manage our financial exposure
to justifiable levels.
D. B R E A C H O F R E G U L ATO R Y R E Q U I R E M E N T S
Most providers of holiday and travel services operate across a number of economies and jurisdictions, which
therefore exposes them to a range of legal, tax and other regulatory laws which must be complied with.
As we are operating from multiple source markets and providing holidays in more than many destinations, we
are exposed to a range of laws and regulations with which we must comply or else risk incurring fines or other
sanctions from regulatory bodies.
E . M A N A G E M E N T O F J O I N T V E N T U R E PA R T N E R S H I P S
It is common for tourism groups to use joint venture partnerships in some of their operations in order to reduce
the risk of new ventures, to gain access to their expertise of the local market as well as to strengthen the balance
sheet position in line with our less capital intensive ‘asset-right’ strategy (e. g. the transaction completed with Riu
this financial year). There are three significant joint ventures within the Group – Riu, TUI Cruises and Sunwing.
For details on our strategy refer to page 25
There is the risk that if we do not maintain good relations with our key partners that the ventures’ objectives
may not remain consistent with that of the Group which could lead to operational difficulties and jeopardize
the achievement of financial targets.
• Communication and strong tone from the top concerning compliance with laws and regulations.
• Regular reporting in different bodies (Group Executive Committee, Audit Committee, Group Works Council)
in order to guarantee appropriate monitoring, supervision and implementation of action plans and to
strengthen the Integrity & Compliance culture across the Group.
• Embedded legal and tax expertise in all major businesses responsible for maintaining high quality re-
lationships with the relevant regulators and authorities.
• Ongoing implementation and review of Compliance Management System conducted by the Group Integrity &
Compliance department to monitor compliance with regulations and provide expert advice to local teams
on specific compliance areas.
• Good working relationships exist with all of our main joint venture partners and they are fully aligned with
and committed to the growth strategy of the Group.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
4 6
C O N T E N T S
Viability Statement
In accordance with Rule 31 of the UK Corporate Governance Code, the Executive Board assesses the Company’s
future prospects for a period exceeding the twelve months required by the going concern premise. The
Executive Board reviews the business development annually and on a rolling basis based on a three-year
strategic plan. The current three-year plan was adopted in September 2021and covers the period until
30 September 2024. A three-year horizon is considered appropriate for a fast moving competitive environ-
ment such as tourism.
The global travel restrictions to contain COVID-19 had a strong negative impact on the Group’s earnings and
liquidity development from the end of March 2020 and also throughout financial year 2021. Due to the rea-
sons described above, the TUI Group had a liquidity requirement in financial years 2020 and 2021 that was
significantly higher than the cash inflows resulting from ongoing business operations and the existing credit
lines not yet utilised, despite the cost-cutting measures initiated. In order to close these liquidity gaps, silent
participations of € 1.1 bn and credit lines totalling € 4.8 bn were granted in addition to the cost-cutting and
payment deferral measures initiated in the Group as well as regional support measures in various countries.
As of 30 September 2021, silent participation I and II were fully paid in.The financing commitments available
until 30 September 2021 were utilised in the amount of € 2.6 bn as at the balance sheet date. In addition, the
Group carried out various financing measures in the reporting year, in particular a capital increase and the
placement of a convertible bond. Further funds accrued to the Group from the sale of Riu Hotels S. A.. On
27 July 2021, TUI agreed with the bank consortium and KfW on an extension of TUI AG’s revolving credit
facility (RCF) and KfW credit line (both tranches) totalling € 4.7 bn to summer 2024. In this context, TUI AG’s
creditor banks agreed to a further suspension of the review of these covenants until the end of March 2022,
so that the review will now only be resumed in September 2022. In addition, higher limits will be applied at
the first two reporting dates before normalised limits have to be complied with as of September 2023.
Upon entry of the new shares in the commercial register on 28 October 2021 and final settlement with the
banks involved on 2 November 2021, TUI AG successfully completed another capital increase. The gross issue
proceeds amount to around € 1.1 bn.
The support and stabilisation package as well as the further financing measures are described in detail in the
chapter ’Going concern reporting according to the UK Corporate Governance Code’ in the notes.
See chapter Going Concern Reporting in accordance with the UK Corporate Governance Code, page 155
Currently, the TUI Group continues to be affected by the negative financial impact of the COVID-19 pandemic.
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
4 7
After a significant decrease in the number of COVID-19 cases in the summer of 2021, many countries are
currently recording a significant increase in infections again. As a result, contact restriction measures have
been tightened again in the affected countries. At the time of preparation of this report (6 December 2021)
due to ongoing changes in travel restrictions, it remains impossible to predict when we will be able to fully
resume our travel programme. In particular, it is not possible at this time to reliably predict how quickly
vaccination against the COVID-19 virus can be completed in each country, whether new variants of the virus
will emerge, and when medications will be available to treat COVID-19 disease. However, it is now foreseeable
that sufficient vaccines will be available in our key source markets and destinations to ensure a further
recovery in travel in the financial year 2022.
With the customer deposits received for the coming seasons, the funds from the financing measures imple-
mented in the year under review (capital increase in January 2021 and the convertible bond placed in April),
the cash inflow from the sale of Riu Hotels S. A., the extension of the revolving credit facilities including the
further suspension of the review of the financial covenants as well as the further capital increase in Oc-
tober 2021, which took place after the balance sheet date, the Executive Board believes that, despite the
existing risks, the TUI Group currently has and will continue to have sufficient funds resulting both from the
borrowing and from expected operating cash flows to meet its payment obligations and to continue in the
foreseeable future as a going concern. In this context, the Executive Board assumes that the credit lines
expiring in summer 2024 will be refinanced. Therefore, as at 30 September 2021, the Executive Board no
longer identifies a material uncertainty that may cast significant doubt about the Group's ability to continue
as a going concern.
The Executive Board has conducted a sound assessment of the company’s main risks, including future
events that would jeopardise the business model, future results, solvency or liquidity. A sensitivity analysis
is used to determine the potential impact of the main risks, whereby they may occur individually or together.
The going concern scenario used for the assessment assumes that booking figures will gradually recover in
the 2022 financial year and that booking behaviour in the 2023 financial year will largely correspond to the
pre-pandemic level. The Executive Board assumes that the booking figures will gradually recover in the
financial year 2022 and volumes in the summer of 2022 will settle at approximately the normalised level of
the summer of 2019. For the 2023 financial year, it is expected that the booking behaviour in the financial
year 2023 will largely correspond to the pre-pandemic level. The Executive Board assumes that there will be
no further long-term closures and lockdowns that could affect travel behaviour. Nevertheless, customer
bookings may deteriorate due to new travel restrictions, insufficient vaccination coverage against the
COVID-19 virus in individual countries, and virus variants such as the new Omicron virus variant, for which there
may not be sufficient vaccination protection, thereby affecting TUI Group’s performance.
Taking into account the current situation of the Group, the main risks and the above-mentioned sensitivity
analysis, the Executive Board has a reasonable expectation that the Group will be able to continue opera-
tions and meet the obligations arising within the three-year period under review.
The Group’s auditors have oversight of the TUI Group’s control environment. The audit of the consolidated
financial statements by the Group auditor and the audit of the individual financial statements of Group
companies included in the consolidated financial statements, in particular, constitute a key non-process-
related monitoring measure with regard to Group accounting.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
Key features of the internal control and risk management system in relation to the
(Group) accounting process (sections 289 (4) and 315 (4) of the German Commercial
Code HGB)
1 . D E F I N I T I O N A N D E L E M E N T S O F T H E I N T E R N A L C O N T R O L A N D R I S K M A N A G E M E N T S Y S T E M
I N T H E T U I G R O U P
The TUI Group’s internal control system comprises all the principles, processes and measures that are
applied to secure effective, efficient and accurate accounting which is compliant with the necessary legal
requirements.
The internationally recognised framework of COSO (Committee of Sponsoring Organizations of the Treadway
Commission) forms the conceptual basis for TUI Group’s internal control system, consisting of internal
controls and the internal monitoring system. The Executive Board of TUI AG, in exercising its function of
managing business operations, has entrusted responsibility for the internal control system in the TUI Group
to specific Group functions.
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
The elements of the internal monitoring system in the TUI Group comprise both measures integrated into
processes and measures performed independently. Besides manual process controls, e. g. the ’four-eyes
principle’, another key element of the process-related measures are automated IT process controls. Process-
related monitoring is also secured by bodies such as the Risk Oversight Committee of TUI AG and by specif-
ic Group functions.
The Supervisory Board of TUI AG, in particular its Audit Committee, as well as the Group Auditing department
at TUI AG are incorporated into the TUI Group’s internal monitoring system through their audit activities
performed independently from business processes. On the basis of section 107 (3) of the German Stock
Corporation Act, the Audit Committee of TUI AG deals primarily with the auditing of the annual financial
statements, monitoring the accounting process and the effectiveness of the internal control and risk manage-
ment system. In the Audit Committee Report the reliability of the financial reporting and the monitoring of
the financial accounting process as well as the effectiveness of the internal control and risk management
system are described.
Audit Committee Report see from page 20
4 8
In relation to Group accounting, the risk management system, introduced as an Enterprise Risk Management
System (ERM System) as a component of the internal control system, also addresses the risk of misstate-
ments in Group bookkeeping and external reporting. Apart from operational risk management, which
includes the transfer of risks to insurance companies by creating cover for damage and liability risks and also
hedging transactions to limit foreign currency and fuel price risks, the TUI Group’s risk management system
embraces the systematic early detection, management and monitoring of risks across the Group. A more
detailed explanation of the risk management system is provided in the section on the Risk Governance
Framework in the Risk Report.
2 . U S E O F I T S Y S T E M S
Bookkeeping transactions are captured in the individual financial statements of TUI AG and of the subsidi-
aries of TUI AG, through local accounting systems such as SAP or Oracle. As part of the process of preparing
their individual financial statements, subsidiaries complete standardized reporting packages in the Group’s
Oracle Hyperion Financial Management 11.1.2.4 (HFM) reporting system. HFM is used as the uniform report-
ing and consolidation system throughout the Group so that no additional interfaces exist for the preparation
of the consolidated financial statements.
Nearly all consolidation processes used to prepare the consolidated financial statements of TUI AG, e. g.
capital consolidation, assets and liabilities consolidation and expenses and income elimination including at
equity measurement, are generated and fully documented in HFM. Virtually all elements of TUI AG’s con-
solidated financial statements, including the disclosures in the Notes, are developed from and validated by
the HFM consolidation system. HFM also provides various modules for evaluation purposes in order to pre-
pare complementary information to explain TUI AG’s consolidated financial statements.
The HFM reporting and consolidation system has an in-built workflow process whereby when businesses
promote their data within the system, to signal that their reporting package is complete, they are then locked
out from making any further changes to that data. This ensures data integrity within the system and also
facilitates a strong audit trail enabling changes to a reporting package to be identified. This feature of the
HFM system has been checked and validated by the TUI AG Group Audit department on several occasions
since the system was introduced.
At their own discretion, TUI AG’s Group auditors select certain individual financial statements from the financial
statements entered in the HFM reporting and consolidation system by the Group companies, which are then
reviewed for the purposes of auditing the consolidated financial statements.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
3 . S P E C I F I C R I S K S R E L AT E D T O ( G R O U P ) A C C O U N T I N G
Specific risks related to (Group) accounting may arise, for example, from unusual or complex business trans-
actions, in particular at critical times towards the end of the financial year. Business transactions not routinely
processed also entail special risks. The discretion necessarily granted to employees for the recognition and
measurement of assets and liabilities may result in further (Group) accounting-related risks. The outsourcing
and transfer of accounting-specific tasks to service companies may also give rise to specific risks. Accounting-
related risks from derivative financial instruments are outlined in the Notes to the consolidated financial
statements.
4 . K E Y R E G U L AT I O N A N D C O N T R O L A C T I V I T I E S T O E N S U R E P R O P E R A N D
R E L I A B L E ( G R O U P ) A C C O U N T I N G
The internal control measures aimed at securing proper and reliable (Group) accounting ensure that business
transactions are fully recorded in a timely manner in accordance with legal requirements and the Articles of
Association. This also ensures that assets and liabilities are properly recognised, measured and presented in
the financial statements and the consolidated financial statements. The control operations also ensure that
bookkeeping records provide reliable and comprehensive information.
Controls implemented to secure proper and reliable accounting include, for instance, analysis of facts
and developments on the basis of specific indicators. Separation of administrative, execution, settlement
and authorisation functions and the implementation of these functions by different persons reduces the
potential for fraudulent operations. Organisational measures also aim to capture any corporate or Group-
wide restructuring or changes in sector business operations rapidly and appropriately in (Group) accounting.
They also ensure, for instance, that bookkeeping transactions are correctly recognised in the period in which
they occur in the event of changes in the IT systems used by the accounting departments of Group com-
panies. The internal control system likewise ensures that changes in the TUI Group’s economic or legal
environment are mapped and that new or amended accounting standards are correctly applied.
The TUI Group’s accounting policies together with the International Financial Reporting Standards (IFRS) in
compliance with EU legislation, govern the uniform accounting and measurement principles for the German
and foreign companies included in TUI’s consolidated financial statements. They include general accounting
principles and methods, policies concerning the statement of financial position, income statement, notes,
management report and cash flow statement.
The TUI Group’s accounting policies also govern specific formal requirements for the consolidated financial
statements. Besides defining the group of consolidated companies, they include detailed guidance on the
reporting of financial information by those companies via the group reporting system HFM on a monthly,
quarterly and year end basis. TUI’s accounting policies also include, for instance, specific instructions on the
initiating, reconciling, accounting for and settlement of transactions between group companies or deter-
mination of the fair value of certain assets, especially goodwill. At Group level, specific controls to ensure
proper and reliable (Group) accounting include the analysis and, where necessary, correction of the indi-
vidual financial statements submitted by the Group companies, taking account of the reports prepared by
the auditors and meetings to discuss the financial statements which involve both the auditors and local
management. Any further content that requires adjusting can be isolated and processed downstream. The
control mechanisms already established in the HFM consolidation system minimize the risk of processing
erroneous financial statements. Certain parameters are determined at Group level and have to be applied by
Group companies. This includes parameters applicable to the measurement of pension provisions or other
provisions and the interest rates to be applied when cash flow models are used to calculate the fair value of
certain assets. The central implementation of impairment tests for goodwill recognised in the financial state-
ments secures the application of uniform and standardized evaluation criteria.
5 . D I S C L A I M E R
With the organisational, control and monitoring structures established by the TUI Group, the internal control
and risk management system enables company-specific facts to be captured, processed and recognised in
full and properly presented in the Group’s accounts.
However, it lies in the very nature of the matter that discretionary decision-making, faulty checks, criminal
acts and other circumstances, in particular, cannot be ruled out and will restrict the efficiency and reliability
of the internal control and risk management systems, so that even Group-wide application of the systems
cannot guarantee with absolute certainty the accurate, complete and timely recording of facts in the Group’s
accounts.
Any statements made relate exclusively to TUI AG and to subsidiaries according to IFRS 10 included in
TUI AG’s consolidated financial statements.
4 9
OVER ALL A SSE SSME NT BY THE E XECU TIVE BOARD
A ND REPORT ON E XPEC TED DE VELOPME NT S
Actual business performance 2021 compared with our guidance
Projected development of global situation
Due to travel restrictions in the first half of the year and in the course of Summer 2021, TUI Group’s revenue
at constant currency declined by 40.5 % year-on-year. After we had initially expected to deliver revenue
growth, we updated our guidance to an expected year-on-year decline in revenue with the publication of our
Half-Year Financial Report 2021.
As expected, TUI Group’s underlying EBIT in financial year 2021 improved by € 921.5 m to an operating loss
of € 2,075.5 m.
Including a gain on disposal from the sale of our 49 % stake in Riu Hotels S. A., not included in our original
guidance, net adjustments for the financial year under review amounted to +€ 95.9 m. After our guidance had
originally expected a net negative effect from adjustments, we modified our statement in this regard when
we published our 9M results.
ROIC (IFRS 16) and Economic Value Added (IFRS 16) improved as expected in financial year 2021.
Due to lower gross capex and the sale of hotels, sales of aircraft and spare engines and in particular the 49 %
stake in Riu Hotels S. A., the Group generated cash inflow from net capex and financial investments of
€ 699.1 m (previous year € 149.3 m). After our guidance had initially foreseen an increase in net capex and
financial investments, we updated the relevant statement in our Half-Year Financial Report 2021, indicating
that cash inflow from net investments in property, plant and equipment and financial investments would at
least be flat year-on-year.
At € 5.0 bn, TUI Group’s net debt carried at the end of financial year 2021 declined versus the prior year’s
figure of € 6.4 bn.
For financial year 2021, we had expected specific CO2 emissions to decrease year-on-year. Due to lower
average load factors for our aircraft, this expectation was not met.
Projected development of World Output
Var. %
World
Eurozone
Germany
France
UK
US
Russia
Japan
China
India
Source: Projections of International Monetary Fund (IMF ), World Economic Outlook, October 2021
2022
+ 4.9
+ 4.3
+ 4.6
+ 3.9
+ 5.0
+ 5.2
+ 2.9
+ 3.2
+ 5.6
+ 8.5
2021
+ 5.9
+ 5.0
+ 3.1
+ 6.3
+ 6.8
+ 6.0
+ 4.7
+ 2.4
+ 8.0
+ 9.5
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
5 0
M A C R O E C O N O M I C S I T U AT I O N A N D M A R K E T D E V E L O P M E N T I N T O U R I S M
The International Monetary Fund (IMF) expects the global economy to continue recovering from the effects
of the COVID-19 pandemic with growth of 4.9 % in calendar year 2022 (IMF, World Economic Outlook,
October 2021). Global travel is also slowly recovering from a very low level, albeit with regional variations.
In a number of destinations, in particular those with large domestic markets, recovery in the tourism sector
is being driven by demand for domestic travel. We expect that package tours in the low-cost land-based and
short-haul segment will be the first businesses to pick up again once the effects of COVID-19 fade away and
global travel restrictions are lifted. Restoring consumer confidence and resuming travel continue to depend
on the progress of vaccinations, coordinated national responses to travel restrictions, harmonised safety
protocols and clear communication (UNWTO, September 2021).
Key performance indicators used for regular value analysis are Return On Invested Capital (ROIC) and
Economic Value Added. ROIC for a given segment is shown against the segment-specific cost of capital.
Below, we present TUI Group’s expected development in financial year 2022 based on the constant currency
rates for financial year 2021.
R E V E N U E
For financial year 2022, we expect TUI Group’s revenue to grow significantly year-on-year.
U N D E R LY I N G E B I T
For financial year 2022, we expect TUI Group’s underlying EBIT to improve significantly year-on-year.
E F F E C T S O N T U I G R O U P
As a global tourism provider, TUI Group depends on the political and legal framework and on consumer
demand in the big source markets in which we operate with our hotel, cruise and tour operator brands. Our
budget is based on the IMF’s assumptions about the future development of the global economy and takes
its cue from UNWTO’s long-term forecast.
A D J U S T M E N T S
Due to the non-repeat of the positive gain on disposal included in the results for financial year 2021, we
expect a net negative effect from adjustments for financial year 2022, in contrast to the net positive
adjustments carried in financial year 2021.
In the completed financial year 2021, the TUI Group’s business performance again was significantly impacted
by the travel restrictions triggered by the COVID-19 pandemic. At present, it can be observed that the TUI
Group will continue to be affected by the negative impact of the COVID-19 pandemic. In view of the uncertain
environment, the Executive board believes it would not be appropriate to issue a specific forecast for the
new financial year 2022 at this time.
For details on objectives and strategies, see page 25 onwards; for details on risks, see Risk Report from page 35 onwards.
R O I C A N D E C O N O M I C V A L U E A D D E D
Due to the expected improvement in our operating result, ROIC and Economic Value Added are also expected
to improve significantly year-on-year, depending on how capital costs for TUI Group develop.
Expected development of Group earnings
Expected development of financial position
T U I G R O U P
The translation of the income statements of foreign subsidiaries in our consolidated financial statements is
based on average monthly exchange rates. TUI Group generates a considerable proportion of consolidated
revenue and substantial earnings and cash flow contributions in non-euro currencies, in particular the pound
sterling and US dollar. Taking account of the seasonality in tourism, the value of these currencies against the
euro in the course of the year therefore exerts a major impact on the financial indicators displayed in
TUI AG’s consolidated financial statements.
Our key financial performance indicators for our earnings position in financial year 2022 are revenue and
underlying EBIT.
Definition of underlying EBIT in Value-oriented Group management on page 31.
To forecast the Group’s financial position in financial year 2022, we have defined the Group’s net capital
expenditure and investments and its net financial position as key performance indicators.
N E T C A P E X A N D I N V E S T M E N T S
Due to TUI Group’s large divestments in financial year 2021, we expect a significant year-on-year increase in
net capex and investments for financial year 2022.
N E T F I N A N C I A L P O S I T I O N
For financial year 2022, we expect a significant decrease in the Group’s net debt.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
51
C O N T E N T S
Sustainable development
Opportunity Report
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C L I M AT E P R O T E C T I O N A N D E M I S S I O N S
We have identified specific carbon emissions (in g CO2 / pkm) from our aircraft fleet as the key non-financial
performance indicator. In financial year 2021, the lower load factors for our aircraft due to the sustained
travel restrictions caused by COVID-19 resulted in an increase in specific CO2 emissions. For financial year
2022, we therefore expect specific CO2 emissions to significantly fall in comparison with financial year 2021.
Overall Executive Board assessment of TUI Group’s current situation and
expected development
At the date of preparation of the Management Report (6 December 2021), TUI Group was still feeling the
negative financial effects of the COVID-19 pandemic. In the light of the ongoing changes to travel restrictions,
the Group still cannot foresee when we will be able to resume our travel programme in full. Despite continued
uncertainty about COVID-19 vaccination rates in various countries, potential new virus variants and the arrival
of drugs to treat COVID-19, we assume that suitable vaccines will be sufficiently available in our main source
markets and destinations to ensure the further recovery of travel activities in financial year 2022. For financial
year 2022, we therefore expect TUI Group’s underlying EBIT to improve significantly year-on-year on a constant
currency basis.
C O R P O R AT E G O V E R N A N C E
Outlook for TUI AG
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
The future business performance of TUI AG is essentially subject to the same factors as those impacting TUI
Group. Due to the business ties between TUI AG and its Group companies, the outlook, opportunities and
risks presented for TUI Group are largely mirrored by expectations for TUI AG. The comments made for TUI
Group therefore also apply to TUI AG.
TUI Group’s opportunity management follows the Group strategy for Tourism as our core business. Re-
sponsibility for systematically identifying and taking up opportunities rests with the operational manage-
ment of the Hotels & Resorts, Cruises and TUI Musement segments as well as our source markets. Market
scenarios and critical success factors for the individual sectors are analysed and assessed in the framework
of the Group-wide planning and control process. The core task of the Group’s Executive Board is to secure
profitable growth for TUI Group again by optimising the shareholding portfolio and developing the Group
structure over the long term.
O P P O R T U N I T I E S A N D R I S K S A R I S I N G F R O M M A C R O T R E N D S
The comprehensive lifting of current travel restrictions, in particular, would facilitate a significant and swift
recovery of our business. Faster or stronger than expected recovery in demand in the travel market would
have a positive effect on TUI Group and its segments. Moreover, changes in the competitive environment
could create opportunities for TUI Group in individual markets.
C O R P O R AT E S T R AT E G Y O P P O R T U N I T I E S
Opportunities arise from the implementation of our Global Realignment Programme. We are reviewing our
activities, each business unit and each Group company worldwide in order to identify synergies and be
leaner, faster and more efficient. We see opportunities in the further adjustment of our structure and our
presence in the markets and destinations.
Further opportunities arise from accelerating the Group’s transformation into a digital platform business.
We will expand hotel-only and flight-only products and broaden our dynamic packaging opportunities. We
will prioritise the planned transformation of our digital platform in the Destination Experiences segment.
O P E R AT I O N A L O P P O R T U N I T I E S
We intend to operate as an asset-light organisation and see opportunities in the implementation of our
asset-right strategy in our Hotels & Resorts and Cruises businesses. We are reviewing unprofitable activities
and will divest them as appropriate.
5 2
BUSINE SS RE VIE W
Macroeconomic, Industry and Market Framework
Macroeconomic development
Development of World Output
Var. %
World
Eurozone
Germany
France
UK
US
Russia
Japan
China
India
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
companies, for instance jet fuel and bunker oil or ship handling, or from sourcing transactions by hotels.
The parity of sterling against the euro affects the translation of results generated in the UK market in TUI’s
consolidated financial statements. Following the UK’s exit from the European Union, the currency fluctuations
continued, impacting the translation of results from our UK business. Changes in commodity prices above
all affect TUI Group when procuring fuels such as aircraft fuel and bunker oil.
2021 *
+ 5.9
+ 5.0
+ 3.1
+ 6.3
+ 6.8
+ 6.0
+ 4.7
+ 2.4
+ 8.0
+ 9.5
2020
– 3.1
– 6.3
– 4.6
– 8.0
– 9.8
– 3.4
– 3.0
– 4.6
+ 2.3
– 7.3
* Projection
Source: International Monetary Fund (IMF ), World Economic Outlook, October 2021
Following the historic slump in the global economy due to the global COVID-19 pandemic in the previous
year, the International Monetary Fund projects global economic output to recover considerably with global
GDP growth of 5.9 % in calendar year 2021. Recovery from the effects of the pandemic varied greatly from
one region to another. Access to vaccines and early political support remain the crucial factors for overcoming
the repercussions (IMF, World Economic Outlook, October 2021).
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
5 3
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
5 4
Exchange rate Sterling
£ / €
Oil price
Brent ($ / Barrel)
0.95
0.90
0.85
0.80
Exchange rate US dollar
1.30
1.20
1.10
1.00
100
80
60
40
20
2019 / 20
2020 / 21
2019 / 20
2020 / 21
$ / €
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 on page 68, Risk report on page 35 and Financial instruments in the Notes on page 214.
Industry overview
2019 / 20
2020 / 21
TUI Group is a global tourism provider. The development of the international tourism market has an impact
on all business areas of the Group.
The 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.
The key indicators to measure the size of the tourism sector include the number of international tourist
arrivals. According to the United Nations World Tourism Organization (UNWTO), the number of international
tourist arrivals grew by around 5 % year-on-year from 2009 to 2019 (UNWTO, World Tourism Barometer,
January 2020).
This growth was driven by a number of factors: the relatively stable global economy, a growing middle class
in the emerging economies, technological progress, low travel costs and an easing of visa requirements.
The COVID-19 pandemic has had a particularly serious impact on the travel and tourism sector. Travel
restrictions were imposed in numerous markets across the globe; aircraft were grounded and hotels closed.
For the first seven months of calendar year 2021, UNWTO reports a decline in international tourist arrivals
of 40 % year-on-year and 80 % versus the 2019 reference period which was not impacted by COVID-19.
Following a weak start to the year, international tourism saw a slight increase in tourist arrivals in the period
from June to July 2021. This was attributable to the reopening of numerous destinations for global travel,
above all in Europe and America. The lifting of restrictions on travel for vaccinated travellers and the progress
delivered by COVID-19 vaccinations helped to boost consumer confidence and gradually restore safe mobility
in Europe and other parts of the world (UNWTO, World Tourism Barometer, September 2021).
Change of international tourist arrivals vs. prior years
Var. %
World
Europe
Asia and the Pacific
Americas
Afrika
Middle East
2021*
vs. 2020
2021*
vs. 2019
– 40.3
– 31.1
– 81.0
– 19.1
– 44.9
– 50.5
– 80.5
– 76.9
– 95.3
– 68.0
– 77.3
– 82.5
Source: UNW TO World Tourism Barometer, September 2021
* Period January till July
T R A V E L I N T E R M E D I A R Y M A R K E T
A travel intermediary operates between a provider of tourism services, such as an airline or a hotel, and final
customers, typically delivering distribution or related services.
Travel intermediaries include tour operators and online travel agencies (OTAs), whose business models vary
substantially. Traditional tour operators offer their customers a package product (comprising e. g. flight,
hotel and transfers), usually through a combination of offline (i. e. travel agencies) and online channels.
In order to secure flight and hotel capacity in advance, a tour operator usually commits to a certain share of
required capacity. Tour operators thus take the risk to fill the committed capacity; in return, they can expect
the supplier to offer them a favourable rate and the opportunity to secure accommodation on an exclusive
basis. OTAs, by contrast, typically do not commit to taking contingents. Their offering to suppliers is a digital
distribution platform with broad customer reach. Both bigger OTAs and dynamic packaging* are gaining
relevance.
* dynamic packaging of travel services such as flight, transfer, hotel and catering to a package tour
A I R L I N E M A R K E T
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. Recovery scenarios vary; however, the first
positive signs are emerging. When key European destinations reopened for visitors in Summer 2020, flight
capacity was ramped up. A similar development was observed in Summer 2021, when travel restrictions were
lifted once again. The holiday trip segment is expected to recover first and grow faster than the business
travel market in the next few years (skift.com, 2021).
The European airline market is characterised by fierce competition and overcapacity, resulting in pressure on
yields. Despite a number of insolvencies, the market has not seen a significant reduction in flight capacity.
Instead, capacity has typically been absorbed by existing players.
H O T E L M A R K E T
The COVID-19 pandemic had significant impacts on the hotel sector as travel and hotel restrictions imposed
by governments in many countries resulted in the temporary closing of hotels and a significant decline in the
number of bed nights. The recovery of the hotel market was initiated with the resumption of domestic travel.
Following the lifting of governmental restrictions, international travel contributed to an increase in bed nights.
The hotel market comprises business and leisure hotels. Leisure hotels feature a number of characteristics
distinguishing them from business hotels, including longer average lengths of stay and differences in location,
room features and service offerings. From a demand perspective, the leisure hotel market in Europe comprises
several smaller sub-markets catering to customers’ individual needs and preferences. The sub-markets
comprise premium, comfort and budget hotels as well as family / apartment hotels and club or resort hotels.
Hotel companies may offer a variety of hotels for different market segments, often defined by price
segment, star rating, exclusivity or available facilities.
In Europe, in particular, there are many small, often family-run hotels, which are less upscale and have fewer
financial resources. Most family-owned hotels are not branded.
Given the large number of ownership and operating models for leisure hotels and the fragmented competitive
landscape which, at least in Europe, is not dominated by large hotel chains, the competitive environment
differs greatly between locations. Despite this strong fragmentation, a structural change can be observed in
the European hotel industry, as in nearly all regions in the world. The share held by hotel chains is increasing.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
5 5
C R U I S E M A R K E T
From 1990 to 2019, the global ocean cruise sector recorded annual passenger growth of 6.6 %. An estimated
29.7 m passengers undertook an ocean cruise in calendar year 2019. At around 15.4 m passengers, North
America remains the largest cruise market in the world, followed by Europe with around 7.7 m passen-
gers. In terms of passenger numbers, the most frequently visited destinations are the Caribbean, Asia and
Africa as well as the central and western Mediterranean (CLIA, 2021 State of the Cruise Industry Outlook).
Restrictions imposed by governments due to COVID-19 temporarily brought the cruise sector to a standstill.
Due to the pandemic, numerous ships were also decommissioned earlier than planned with a view to
modernising fleets and improving their environmental performance. (Cruise Market Watch)
D E S T I N AT I O N E X P E R I E N C E S M A R K E T
The market for tours and activities is a rapidly growing tourism segment. The market is highly fragmented
on the supplier side and is predominantly operated offline. However, due to growing consolidation and
digitalisation, the market is undergoing change.
Pre-COVID-19, the forecast market growth on a five-year outlook varied between 3 % and 7 % (Company
estimate based on Phocuswright & Euromonitor), depending how the market was defined.
Our TUI Brand
Our brand with the red ‘smile’ – the smiling logo formed by the three letters of our brand name TUI – stands
for TUI’s ambition to provide a consistent customer experience, digital presence and competitive strength
above and beyond the actual holiday experience. In recent years, to further leverage the appeal and strength
of our core brand and tap the associated growth potential, we have created global branding and a consistent
brand experience.
TUI Group is an integrated tourism group operating on a global scale. TUI is one of the best-known travel
brands in our core markets in Europe. Seeking to emerge stronger from the COVID-19 crisis, we launched a
freshly designed marketing campaign in October 2021. Its goal is to underpin the existing brand essence with
our values reliability, credibility and quality, while also strengthening the links between TUI’s brand identity
and the leisure experience following the expansion of TUI Group’s portfolio over the past few years to
include TUI Musement. Our new brand strategy ‘TUI creates the moments that make life richer’ will visualise
our goal of offering our guests sustainable, personally significant holidays and experiences.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
5 6
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
5 7
Group Earnings
Comments on the consolidated income statement
R E V E N U E A N D C O S T O F S A L E S
In financial year 2021, the development of TUI Group’s revenue and earnings was significantly impacted by
the continued suspension of most of TUI’s tour operator, aviation, hotel and cruise businesses caused by the
persistent global travel restrictions to curb the spread of COVID-19. In the period under review, TUI Group’s
operating loss (underlying EBIT) declined by € 921.5 m to a loss of € 2,075.5 m, an improvement of € 933.8 m
year-on-year on a constant currency basis.
Consolidated Income Statement of TUI AG for the period from 1 Oct 2020 to 30 Sep 2021
€ million
2021
2020
Var. %
Revenue
Cost of sales
Gross loss
Administrative expenses
Other income
Other expenses
Impairment of goodwill
Impairment (+) / Reversals of impairment (–) of financial assets
Financial income
Financial expenses
Share of result of investments accounted for using the equity method
Impairment (+) / Reversals of impairment (–) of net investments in
joint ventures and associates
Earnings before income taxes
Income taxes (expense [+], income [–])
Group loss
Group loss attributable to shareholders of TUI AG
Group loss / profit attributable to non-controlling interest
4,731.6
5,955.4
– 1,223.8
840.5
250.6
11.5
–
– 38.0
27.3
464.1
– 232.7
5.0
– 2,461.7
19.2
– 2,480.9
– 2,467.2
– 13.8
7,943.7
9,926.1
– 1,982.4
1,017.3
574.4
15.2
68.1
180.6
35.3
321.7
– 193.3
34.5
– 3,203.3
– 64.2
– 3,139.1
– 3,148.4
9.4
– 40.4
– 40.0
+ 38.3
– 17.4
– 56.4
– 24.3
n. a.
n. a.
– 22.8
+ 44.3
– 20.4
– 85.5
+ 23.2
n. a.
+ 21.0
+ 21.6
n. a.
Revenue
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
TUI Group
TUI Group (at constant currency)
2021
2020
Var. %
440.5
27.0
116.7
584.1
807.7
2,322.9
976.1
4,106.7
40.8
4,731.6
4,724.6
402.4
472.6
306.3
1,181.3
2,462.0
2,859.6
1,345.9
6,667.5
94.9
7,943.7
7,943.7
+ 9.5
– 94.3
– 61.9
– 50.6
– 67.2
– 18.8
– 27.5
– 38.4
– 57.1
– 40.4
– 40.5
In financial year 2021, TUI Group’s revenue declined by 40.4 % to € 4,731.6 m due to the COVID-19 pandemic.
On a constant currency basis, revenue decreased by 40.5 %. Customer numbers were 33.5 % down year-on-
year. Reve-nue is presented alongside the cost of sales in the income statement, which declined by 40.0 % in
the period under review.
G R O S S L O S S
The difference between revenue and the cost of sales declined by € 758.6 m year-on-year to a gross loss
of € 1,223.8 m.
A D M I N I S T R AT I V E E X P E N S E S
Administrative expenses decreased by € 176.8 m year-on-year to € 840.5 m.
O T H E R I N C O M E A N D O T H E R E X P E N S E S
In financial year 2021, other income mainly resulted from the sale of our 49 % stake in the Riu Hotels S. A.
joint venture (real estate portfolio) to a Riu Group company. In the prior year, other income had mainly
included income from the divestment of the German specialist tour operators and of Hapag-Lloyd
Kreuzfahrten.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
As in the prior year, other expenses in financial year 2021 mainly included expenses incurred in connection
with the disposal of Group companies and losses from the sale of aircraft assets.
F I N A N C I A L R E S U LT
The financial result declined by € 150.4 m to € – 436.8 m, primarily due to higher interest expenses driven by
the use of credit facilities to cover the payments due, expenses incurred in connection with the early
redemption of TUI’s senior bond on 23 February 2021, and lower income from bank balances. Financial
income mainly resulted from changes in exchange rates for lease liabilities in accordance with IFRS 16.
S H A R E O F R E S U LT O F J O I N T V E N T U R E S A N D A S S O C I AT E S
The share of result from joint ventures and associates of € – 232.7 m comprises the proportionate net profit
for the year of these companies. The decline in the share of result is driven by adverse operational impacts
caused by the COVID-19 pandemic. In the prior year, the result in Cruises had included a profit contribution
from the Winter 2019 / 20 season.
E A R N I N G S B E F O R E I N C O M E TA X E S
In the period under review, earnings before income taxes totalled € – 2,461.7 m. The loss therefore declined
by € 741.6 m year-on-year.
G R O U P L O S S
The Group loss for financial year 2021 declined by € 658.2 m to € 2,480.9 m.
S H A R E I N G R O U P L O S S AT T R I B U TA B L E T O T U I A G S H A R E H O L D E R S
The share in Group loss attributable to TUI AG shareholders amounted to € – 2,467.2 m in financial year 2021.
N O N - C O N T R O L L I N G I N T E R E S T S
In the completed financial year, non-controlling interests in the Group result totalled € – 13.8 m. They mainly
related to RIUSA II Group.
E A R N I N G S P E R S H A R E
The interest in the Group result attributable to TUI AG shareholders resulted in basic earnings per share of
€ – 2.58 (previous year € – 5.34) in financial year 2021. The underlying average number of shares results from
the number of shares at the beginning of the financial year and the prorated effect of the capital increase
implemented in financial year 2021.
A LT E R N AT I V E P E R F O R M A N C E I N D I C AT O R S
The Group’s main financial KPI is ‘underlying EBIT’. We define the EBIT in underlying EBIT as earnings before
interest, income taxes 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.
The table below provides a reconciliation to underlying EBIT:
Reconciliation to underlying EBIT of TUI Group
€ million
2021
2020
Var. %
Earnings before income taxes
plus: Net interest expense (excluding expense / income from
measurement of interest hedges)
less / plus: Expense (income) from measurement of interest hedges
EBIT
Adjustments:
less / plus: Separately disclosed items
plus: Expense from purchase price allocation
Underlying EBIT
– 2,461.7
– 3,203.3
439.1
9.8
– 2,012.8
– 95.9
33.2
– 2,075.5
281.7
– 5.9
– 2,927.4
– 119.1
49.5
– 2,997.0
+ 23.2
+ 55.9
n. a.
+ 31.2
+ 30.7
5 8
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
TUI Group’s EBIT declined by € 914.6 m to € – 2,012.8 m in financial year 2021.
EBIT
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
TUI Group
2021
2020
Var. %
39.4
– 277.5
– 127.3
– 365.4
– 995.1
– 297.3
– 236.6
– 1,528.9
– 118.5
– 2,012.8
– 463.7
153.3
– 146.1
– 456.4
– 1,036.1
– 720.8
– 533.9
– 2,290.7
– 180.3
– 2,927.4
n. a.
n. a.
+ 12.9
+ 19.9
+ 4.0
+ 58.8
+ 55.7
+ 33.3
+ 34.3
+ 31.2
Since financial year 2020, the Group has used the indicator ‘underlying EBIT’, which is more common in the
international sphere, for the purposes of value-oriented management. In financial year 2020, underlying
EBIT was also adjusted for the IFRS 16 earnings effect in the framework of internal reporting (‘underlying
EBIT [IAS 17]’) in order to enhance comparability with the prior year. From financial year 2021, underlying
EBIT (IFRS 16) is the segment KPI within the meaning of IFRS 8. The prior year’s numbers have been restated
accordingly.
In financial year 2021, net income was adjusted by € 95.9 m for one-off effects.
For details, please refer to the Notes to the segment data.
For one-off effects, please see page 171.
O T H E R S E G M E N T I N D I C AT O R S
Reconciliation to EBITDA
TUI Group’s operating loss adjusted for one-off effects (underlying EBIT) declined by € 921.5 m to € 2,075.5 m
in financial year 2021.
€ million
2021
2020
adjusted
– 2,012.8
– 2,927.4
1,012.4
–
– 1,000.4
1,504.4
68.1
– 1,355.0
Var. %
+ 31.2
– 32.7
n. a.
+ 26.2
EBIT
Amortisation (+) / write-backs (–) of other intangible assets and
depreciation (+) / write-backs (–) of property, plant and equipment
Impairment of goodwill
EBITDA
2021
– 152.7
– 277.5
– 105.3
– 535.4
– 965.8
– 328.6
– 176.6
– 1,470.9
– 69.1
– 2,075.5
2020
adjusted
– 395.2
– 322.3
– 114.0
– 831.5
– 960.9
– 612.5
– 433.7
– 2,007.1
– 158.4
– 2,997.0
Var. %
+ 61.4
+ 13.9
+ 7.6
+ 35.6
– 0.5
+ 46.4
+ 59.3
+ 26.7
+ 56.4
+ 30.7
C O R P O R AT E G O V E R N A N C E
Underlying EBIT
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
TUI Group
5 9
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
EBITDA
€ million
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
TUI Group
Underlying EBITDA
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
TUI Group
6 0
2021
257.2
– 214.1
– 94.3
– 51.2
– 631.5
– 163.9
– 77.7
– 873.1
– 76.1
– 1,000.4
2021
63.1
– 214.1
– 79.9
– 230.9
– 618.1
– 202.1
– 38.1
– 858.4
– 55.9
– 1,145.2
2020
adjusted
– 58.3
393.3
– 103.9
231.0
– 631.1
– 535.8
– 287.6
– 1,454.5
– 131.5
– 1,355.0
2020
adjusted
– 58.0
– 82.3
– 87.4
– 227.7
– 593.6
– 435.9
– 237.2
– 1,266.7
– 120.6
– 1,615.0
Var. %
n. a.
n. a.
+ 9.2
n. a.
– 0.1
+ 69.4
+ 73.0
+ 40.0
+ 42.1
+ 26.2
Var. %
n. a.
– 160.1
+ 8.6
– 1.4
– 4.1
+ 53.6
+ 83.9
+ 32.2
+ 53.6
+ 29.1
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Segmental Performance
Cautionary note on COVID-19
The COVID-19 crisis, which broke out in our key source markets and destinations in Europe at the end of the
second quarter of financial year 2020, had severe impacts on the tourism sector and TUI Group in the financial
years 2020 and 2021. As our business operations were significantly restricted, the key performance indicators
of financial year 2021 shown in the sections below are of limited, if any, comparability and do not allow
any conclusions to be drawn about the sustained development.
Holiday Experiences
Holiday Experiences
€ million
Revenue
Underlying EBIT
Underlying EBIT (at constant currency)
2021
584.1
– 535.4
– 545.6
2020
adjusted
1,181.3
– 831.5
– 831.5
Var. %
– 50.6
+ 35.6
+ 34.4
Hotels & Resorts
€ million
Total revenue
Revenue
Underlying EBIT
Underlying EBIT (at constant currency)
Capacity hotels total1 (’000)
Riu
Robinson
Blue Diamond
Occupancy rate hotels total2 (in %, variance in % points)
Riu
Robinson
Blue Diamond
Average revenue per bed – hotels total3 (in €)
Riu
Robinson
Blue Diamond
2021
2020
adjusted
Var. %
666.7
440.5
– 152.7
– 162.7
27,070
10,604
2,289
4,671
53
55
58
51
70
59
103
104
751.4
402.4
– 395.2
– 395.2
24,013
11,144
2,083
2,543
66
72
62
70
71
67
100
122
– 11.3
+ 9.5
+ 61.4
+ 58.8
+ 12.7
– 4.8
+ 9.9
+ 83.7
– 13
– 17
– 4
– 19
– 1.7
– 12.8
+ 3.0
– 14.8
Turnover measures include fully consolidated companies, all other KPIs incl. companies measured at equity.
1 Group owned or leased hotel beds multiplied by opening days
2 Occupied beds divided by capacity
3 Arrangement revenue divided by occupied beds
• Our Hotels & Resorts segment made an underlying EBIT loss of € 152.7 m, a € 242.5 m improvement on the
prior year (previous year: € 395.2 m loss). This improvement reflects in part the improved operational
result from easing of travel restrictions, particularly in the second half of the financial year, as well as a
non-repeat benefit from impairment charges in the prior year of € 78 m.
61
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
• The segment not only beneffited from our portfolio ownership of hotel and club brands across multiple
destinations, but also the distribution power of our integrated model. Our multi-destination portfolio of
hotels enabled us to reopen as soon as destination specific travel restrictions were progressively lifted
around the world, whilst our high level of direct distribution allowed us to optimise customer volumes into
our own assets, as well as flexing our distribution to third party channels.
• As at 30 September 2021, 331 hotels were in operation (~92 % of 359 Group hotel portfolio) increasing
from the 142 hotels at previous year end (previous year: ~40 % of 355 Group hotels), reflecting the wider
lifting of travel restrictions and progress of vaccination programmes across both markets and destinations.
Important destinations in summer 2021 were Spain, Greece, Turkey and Mexico, with Mexico benefiting
from US travellers and local domestic market holiday customers.
• Available bed nights increased by 13 % year-on-year reflecting the drivers above. The average occupancy
rate (based on open hotels) was 53 % with the prior year benefitting from five months of normal operations
pre-pandemic (previous year: 66 %). Average rate per bed was broadly in line at € 70 versus prior year.
(previous year: € 71).
• Riu occupancy declined by 17 % pts to 55 % versus prior year (previous year: 72 %) and average rate
declined 13 % to € 59 (previous year: € 67), with the prior year benefitting from five months of normal
operations pre-pandemic.
• Robinson occupancy declined 4 % pts to 58 % versus prior year (previous year: 62 %) and average rate
increased 3 % to € 103 (previous year: € 100), reflecting the strength of our Robinson brand which
remains highly popular for our German customer base.
• Blue Diamond occupancy reduced by 19 % pts to 51 % versus prior year (previous year: 70 %) and average
rate declined 15 % including FX to € 104 (previous year: € 122), with the prior year benefitting from five
months of normal operations pre-pandemic.
• Our Other hotel brands with hotels in Turkey, Balearics and Canaries benefitting from higher demand, as
these destination reopened more widely to receive leisure customer versus the prior year.
Cruises
€ million
Revenue1
Underlying EBIT
Underlying EBIT (at constant currency)
Occupancy (in %, variance in % points)
TUI Cruises
Hapag-Lloyd Cruises2
Marella Cruises
Passenger days (’000)
TUI Cruises
Hapag-Lloyd Cruises2
Marella Cruises
Average daily rates3 (in €)
TUI Cruises
Hapag-Lloyd Cruises2
Marella Cruises3 (in £)
2021
27.0
– 277.5
– 276.4
41
45
39
1,227
114
153
132
514
124
2020
adjusted
472.6
– 322.3
– 322.3
87
67
96
2,965
207
1,366
142
567
146
Var. %
– 94.3
+ 13.9
+ 14.2
– 46
– 22
– 57
– 58.6
– 45.0
– 88.8
– 7.0
– 9.4
– 15.1
1 No revenue is carried for TUI Cruises and Hapag-Lloyd Cruises as the joint venture is consolidated at equity
2 Per day and passenger
3 Inclusive of transfers, flights and hotels due to the integrated nature of Marella Cruises, in £
• TUI Cruises and Hapag-Lloyd Cruises, our two cruise brands in Germany, have been operating a partial
fleet since July 2020, which was made possible by Germany’s decision to permit cross-border travel in EU
states and Schengen Area since Summer 2020. The UK in contrast only permitted Cruise liners to resume
almost a year later, from May 2021.
• The Cruise segment reported an underlying EBIT loss of € 277.5 m (previous year: € 322.3 m loss, including
impairments of € 150 m). The operational loss, taking into account previous year’s impairments, reflects a
full year of partial operations by TUI Cruises and Hapag-Lloyd Cruises and Marella only in operation for
the final quarter of the financial year versus a prior year which benefitted from five months of normal
operations pre-pandemic. Occupancy rates ranged between 39 % and 45 % across our Cruise brands, with
an element of capped occupancy requirements still in place by some destinations during the course of the
year. 14 ships out of 16 total fleet (including the new expedition class Hanseatic spirit) were in operation
as at 30 September 2021.
• TUI Cruises’ average daily rate of € 132 declined 7 % versus prior year (previous year: € 142). Occupancy
rate was 41 %, 46 % pts lower versus prior year (previous year: 87 %) with a short-term booking trend very
evident and the prior year benefitting from five months of normal operations pre-pandemic. Six out of the
seven-ship fleet were in operations.
6 2
• Hapag-Lloyd Cruises’ average daily rate of € 514 declined 9 % versus prior year (previous year: € 567).
Occupancy of 45 % declined by 22 % pts versus prior year (previous year: 67 %) reflecting the same factors
as TUI Cruises. Four ships were in operation with the fifth (brand new) expedition class Hanseatic spirit
joining the fleet on 26 August 2021.
• Marella Cruises (our UK cruise brand) remained fully suspended for first nine months of the financial year
with Marella Explorer the first ship to return sailing at the end of June 2021. As at end of the financial year,
three out of the four ship fleet were back in operation, offering itineraries around the British Isles and to
the Mediterranean. The average daily rate was £ 124, down 15 % on prior year, reflecting international
fly-cruising in the prior year pre-pandemic (previous year: £ 146). Occupancy was 39 %, down 57 % pts
versus prior year (previous year: 96 %), with shorter lead time to market itineraries limiting the opportunity
in the final quarter, and the prior year benefitting from five months of normal operations pre-pandemic.
TUI Musement
€ million
Total revenue
Revenue
Underlying EBIT
Underlying EBIT (at constant currency)
2021
178.3
116.7
– 105.3
– 106.5
2020
adjusted
461.3
306.3
– 114.0
– 114.0
– 61.3
– 61.9
+ 7.6
+ 6.6
• TUI Musement made an underlying EBIT loss of € 105.3 m, a € 8.7 m improvement on prior year (previous
year: € 114.0 m), benefitting from savings delivered through our Global Realignment Programme, reflect-
ing ~3K FTE reductions realised to date.
• In addition, a higher number of customers were able to travel this Summer 2021 versus Summer 2020 as
travel restrictions eased, with much of the volume driven by our Markets & Airlines business. 1.5 m excur-
sions and activities were sold in the year.
• We continue to accelerate and enhance our digitilisation transformation at TUI Musement, adapting our
‘Digital First’ service model to ensure we remain guest centric throughout all channels, providing support
and expertise in resort both in person and through our dedicated TUI App 24– 7 when needed.
Markets & Airlines
Markets & Airlines
€ million
Revenue
Underlying EBIT
Underlying EBIT (at constant currency)
Direct distribution mix1 (in %, variance in % points)
Online mix2 (in %, variance in % points)
Customers (’000)
2021
4,106.7
– 1,470.9
– 1,449.2
73
50
5,361
2020
adjusted
6,667.5
– 2,007.1
– 2,007.1
73
49
8,057
Var. %
– 38.4
+ 26.7
+ 27.8
–
+ 1
– 33.5
Var. %
1 Share of sales via own channels (retail and online)
2 Share of online sales
• Our Markets & Airlines business made an underlying EBIT loss of € 1,470.9 m, a € 536.2 m improvement on
prior year (previous year: € 2,007.1 m loss), with ~€ 200 m of this improvement delivered through our
Global Realignment Programme.
• A total of 5.4 m customers departed for their holidays during the period under review, reflecting the
limitation on leisure travel across our markets, particularly in the first half of the year which saw many of
our key source market governments imposing strict lockdowns over the winter period. Overall volume was
down 34 % year-on-year (previous year: 8.1 m) with the prior year benefitting from five months of normal
operations pre-pandemic.
• The second half of the financial year, saw vaccination programmes launched across our source markets
and key destinations, breaking the correlation between incidence rate and hospitalisation. The high
vaccination take-up rate paved the way for the EU to ease travel restrictions.
• This earlier easing of travel restrictions by the EU compared to UK, enabled our Central and Western
regions to restart business operations for the summer season. In the UK, despite a high vaccination take-
up rate and a clear impact in lowering hospitalisation rates, a highly restrictive travel traffic light system
remained in place until 17 September 2021, limiting the opportunity for our UK customers to depart in the
summer saison 2021 compared to our Continental European customers.
• Short-haul destinations such as the Balearics, Canaries, Greece, Cyprus and Turkey remained important
for our guests, with regular long-haul destinations such as Mexico and Domincan Republic largely re-
stricted for our European markets. As a result, we operated a capacity of ~50 % of the volume in financial
year 2019 for our peak Summer period July to October.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
6 3
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
Northern Region
C O M B I N E D M A N A G E M E N T
R E P O R T
€ million
Revenue
Underlying EBIT
Underlying EBIT (at constant currency)
Direct distribution mix1 (in %, variance in % points)
Online mix2 (in %, variance in % points)
Customers (’000)
1 Share of sales via own channels (retail and online)
2 Share of online sales
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
Northern Region comprises UK, Nordics and joint ventures in Canada and Russia.
• Northern Region delivered a similar underlying EBIT loss of € 965.8 to the prior year (previous year: € 960.9 m
loss) reflecting the extent of travel restrictions which remained largely in place in the UK throughout
the course of the financial year, heavily limiting the opportunity for our UK and Nordic customers to
depart this summer. Savings were delivered by our Global Realignment Programme, with the reduction of
our UK & Ireland retail estate to 315 stores (previous year: 355) one of our many initiatives.
C O R P O R AT E G O V E R N A N C E
• Customer volume declined 66 % to 826 k versus prior year (previous year: 2.4 m) reflecting the factors
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
covered, with the prior year benefiting from five months of normal operations pre-pandemic.
2021
807.7
– 965.8
– 947.4
94
74
826
2020
adjusted
2,462.0
– 960.9
– 960.9
91
67
2,438
Var. %
– 67.2
– 0.5
+ 1.4
+ 3
+ 7
– 66.1
Central Region comprises Germany and Austria (operated as one market), Switzerland and Poland.
• Central Region underlying EBIT loss of € 328.6 m, is an improvement of € 283.9 m versus prior year (previ-
ous year: € 612.5 m loss) firstly reflecting the operational development as well as benefits delivered
through our Global Realignment Programme, largely driven by the significant down-sizing of TUI fly airline
fleet and reduction of our Germain retail estate to 402 stores (previous year: 445). Operationally, the
more open travel environment permitted by the EU, enabled many of our customers from Germany in par-
ticular, to resume their international holidays this summer.
• Customer volume declined 17 % to 2.7 m versus prior year (previous year: 3.2 m) with the prior year benefiting
from five months of normal operations pre-pandemic.
Western Region
€ million
Revenue
Underlying EBIT
Underlying EBIT (at constant currency)
Direct distribution mix1 (in %, variance in % points)
Online mix2 (in %, variance in % points)
Customers (’000)
1 Share of sales via own channels (retail and online)
2 Share of online sales
2021
976.1
– 176.6
– 174.1
81
63
1,862
2020
adjusted
1,345.9
– 433.7
– 433.7
79
60
2,388
Var. %
– 27.5
+ 59.3
+ 59.9
+ 2
+ 3
– 22.1
Central Region
€ million
Revenue
Underlying EBIT
Underlying EBIT (at constant currency)
Direct distribution mix1 (in %, variance in % points)
Online mix2 (in %, variance in % points)
Customers (’000)
1 Share of sales via own channels (retail and online)
2 Share of online sales
2021
2,322.9
– 328.6
– 327.7
61
34
2,673
2020
adjusted
2,859.6
– 612.5
– 612.5
54
26
3,230
Var. %
– 18.8
+ 46.4
+ 46.5
+ 7
+ 8
– 17.2
Western Region comprises Belgium, Netherlands and France.
• Western Region underlying EBIT loss of € 176.6 m, is an improvement of € 257.1 m versus prior year (previous
year: € 433.7 m loss). Similar to the Central Region, as well as benefits delivered by our Global Realignment
Programme, the more open travel environment permitted by the EU, enabled many of our customers from
Belgium and the Netherlands in particular, to resume their international holidays this summer.
• Customer volume declined 22 % to 1.9 m year-on-year (previous year: 2.4 m) with the prior year benefiting
from five months of normal operations pre-pandemic.
6 4
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
All other segments
C O M B I N E D M A N A G E M E N T
R E P O R T
€ million
Revenue
Underlying EBIT
Underlying EBIT (at constant currency)
2021
40.8
– 69.1
– 68.4
2020
adjusted
94.9
– 158.4
– 158.4
Var. %
– 57.0
+ 56.4
+ 56.8
• The result for All other segments improved by € 89.3 m versus prior year, (previous year: € 158.4 m loss),
reflecting the non-repeat of negative valuation effects in prior year as well as the benefit of our ongoing
cost savings measures across head office and other entities, as part of our Global Realignment Programme.
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
6 5
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
Net Assets
Development of the Group’s asset structure
Development of the Group’s non-current assets
€ million
30 Sep 2021
30 Sep 2020
Var. %
Structure of the Group’s non-current assets
Fixed assets
Non-current receivables
Non-current assets
Inventories
Current receivables
Cash and cash equivalents
Assets held for sale
Current assets
Assets
Equity
Liabilities
Equity and liabilities
10,300.8
921.6
11,222.3
42.8
1,210.2
1,583.9
96.5
2,933.3
14,155.7
– 418.4
14,574.1
14,155.7
11,345.1
1,302.7
12,647.8
73.2
1,329.9
1,233.1
57.2
2,693.4
15,341.1
218.1
15,123.0
15,341.1
– 9.2
– 29.3
– 11.3
– 41.5
– 9.0
+ 28.4
+ 68.7
+ 8.9
– 7.7
n. a.
– 3.6
– 7.7
€ million
30 Sep 2021
30 Sep 2020
Var. %
Goodwill
Other intangible assets
Property, plant and equipment
Right of use assets
Investments in joint ventures and associates
Fixed assets
Receivables and assets
Deferred tax claims
Non-current receivables
Non-current assets
2,993.1
498.6
3,159.3
3,009.2
640.5
10,300.8
630.5
291.1
921.6
11,222.3
2,914.5
553.5
3,462.5
3,227.9
1,186.7
11,345.1
1,003.1
299.6
1,302.7
12,647.8
+ 2.7
– 9.9
– 8.8
– 6.8
– 46.0
– 9.2
– 37.1
– 2.8
– 29.3
– 11.3
C O R P O R AT E G O V E R N A N C E
The Group’s balance sheet total decreased by 7.7 % year-on-year to € 14.2 m.
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Vertical structural indicators
G O O D W I L L
Due to foreign exchange translation effects, Goodwill rose by 2.7 % to € 2,993.1 m €.
For details, please refer to the section Goodwill in the Notes from page 181.
Non-current financial assets accounted for 79.3 % of total assets, compared with 82.4 % in the previous year.
The capitalisation ratio (ratio of fixed assets to total assets) decreased from 74.0 % to 72.8 % .
Current assets accounted for 20.7 % of total assets, compared with 17.6 % in the previous year. The Group’s
cash and cash equivalents increased by € 350.8 m to € 1,583.9 m. They thus accounted for 11.2 % of total
assets, as against 8.0 % in the previous year.
P R O P E R T Y, P L A N T A N D E Q U I P M E N T
Property, plant and equipment totalled € 3,159.3 m at the balance sheet date, down by € 303.2 m year-on-
year. This decline was driven by various factors including disposals of property, plant and equipment from
the sale of spare engines. Major additions to property, plant and equipment related to the acquisition of
shares in a hotel company in Croatia and investments by Riu Group in the construction and renovation
of hotels. In addition, tests of the carrying amounts performed due to the travel restrictions caused by
COVID-19 resulted in impairment losses, above all for hotels and aircraft.
Horizontal structural indicators
Due to the suspension of our business operations driven by COVID-19 and the resulting losses, Group equity
was negative at the balance sheet date. In the prior year, the ratio of equity to non-current assets had been
1.7 %. The ratio of equity plus non-current financial liabilities to fixed assets was 25.4 %, compared with
34.5 % in the previous year.
6 6
Development of property, plant and equipment
Development of the Group’s current assets
30 Sep 2021
30 Sep 2020
Var. %
Structure of the Group’s current assets
€ million
Real estate with hotels
Other land
Aircraft
Ships
Machinery and fixtures
Assets under construction
Payments on accounts
Total
1,675.8
165.5
127.1
446.3
351.7
134.6
258.3
3,159.3
1,613.8
185.1
239.4
438.3
393.9
220.6
371.4
3,462.5
+ 3.8
– 10.6
– 46.9
+ 1.8
– 10.7
– 39.0
– 30.5
– 8.8
€ million
30 Sep 2021
30 Sep 2020
Var. %
Inventories
Trade accounts receivable and other financial assets1
Other non-financial assets2
Current tax assets
Cash and cash equivalents
Assets held for sale
Current assets
1 Incl. receivables from derivative financial instruments
2 Incl. touristic prepayments
42.8
537.1
615.3
57.7
1,583.9
96.5
2,933.3
73.2
590.2
668.8
70.9
1,233.1
57.2
2,693.4
– 41.5
– 9.0
– 8.0
– 18.6
+ 28.4
+ 68.7
+ 8.9
R I G H T- O F - U S E A S S E T S
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.
C O M PA N I E S M E A S U R E D AT E Q U I T Y
Eightteen associated companies and 27 joint ventures were measured at equity. At € 640.5 m, their value
decreased by 46.0 % year-on-year as at the balance sheet date.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
6 7
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
6 8
Financial Position of the Group
Principles and goals of financial management
P R I N C I P L E S
TUI Group’s financial management is centrally operated by TUI AG, which acts as the Group’s internal bank.
Financial management covers all Group companies in which TUI AG 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
activities. In the course of establishing a cross-border organisation, TUI AG 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.
The key operating financial transaction risks relate to the euro, US dollar, pound sterling and Swedish krona
and to changing fuel prices. They mainly result from cost items in foreign currencies held by individual Group
companies, e. g. hotel procurement, aircraft fuel and bunker oil invoices or ship handling costs.
The Group has entered into derivative hedges in various foreign currencies in order to limit its exposure to
risks from changes in exchange rates. Changes in commodity prices affect TUI Group, in particular, in procuring
fuels such as aircraft fuel and bunker oil. Some of these price risks related to fuel procurement are hedged
by derivative instruments. Where price increases can be passed on to customers due to contractual
agreements, this is also reflected in our hedging behaviour.
G O A L S
TUI’s financial management goals include ensuring sufficient liquidity for TUI AG and its subsidiaries and
limiting financial risks from fluctuations in currencies, commodity prices and interest rates as well as default
risks associated with treasury activities.
In the wake of the COVID-19 pandemic, currency and fuel hedging activities were heavily restricted. Predict-
ability of the required hedging was limited by constantly changing travel restrictions. Moreover, the banks
considerably reduced their derivative trading lines with TUI. As a result, there were frequent deviations from
targeted hedge ratios for the underlying transactions.
L I Q U I D I T Y S A F E G U A R D S
The Group’s liquidity safeguards consist of two components:
• In the course of the annual Group planning process, TUI draws up a multi-annual financial budget, from
which long-term financing and refinancing requirements are derived. This information and financial market
observation to identify refinancing opportunities create a basis for decision-making, enabling appropriate
financing instruments for long-term corporate funding to be adopted at an early stage.
• TUI uses syndicated credit facilities and bilateral bank lines as well as its liquid funds to secure sufficient
short-term cash reserves. Through intra-Group cash pooling, excess cash of individual Group companies
is used to finance the cash requirements of other Group companies. A monthly rolling liquidity planning sys-
tem is the basis for arrangements with banks. The reporting frequency was increased to weekly reporting
in the wake of the COVID-19 situation.
L I M I T I N G F I N A N C I A L R I S K S
The Group companies operate on a worldwide scale. This gives rise to financial risks for TUI Group, mainly
from changes in exchange rates, commodity prices and interest rates.
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, TUI AG and First Choice Holidays Finance Ltd have defined credit rating criteria for the selection
of their counterparties. Trading and transaction limits are allocated to these counterparties on the basis of
the credit ratings issued by the major rating agencies. The credit ratings and the corresponding limits are
regularly reviewed. In the event of changes in the fair value of derivatives or rating changes, new business
with these counterparties may temporarily be suspended until the limits can be applied appropriately again.
The use of derivative hedges is based on underlying transactions; the derivatives are not used for speculation
purposes.
More detailed information on hedging strategies and risk management as well as financial transactions and
the scope of such transactions at the balance sheet date is provided in the Risk Report and the section
Financial instruments in the Notes to the consolidated financial statements.
See from page 35 ff. or 214 ff.
C O N T E N T S
Capital structure
Capital structure of the Group
€ million
30 Sep 2021
30 Sep 2020
Var. %
Non-current assets
Current assets
Assets
Subscribed capital
Capital reserves
Revenue reserves
Silent participation
Non-controlling interest
Equity
Non-current provisions
Current provisions
Provisions
Non-current financial liabilities
Current financial liabilities
Financial liabilities
Non-current lease liabilities
Current lease liabilities
Lease liabilities
Other non-current liabilities
Other current liabilities
Other liabilities
Debt related to assets held for sale
Liabilities
11,222.3
2,933.3
14,155.7
1,099.4
5,249.6
– 8,525.7
1,091.0
667.3
– 418.4
1,665.5
572.7
2,238.2
3,036.1
284.6
3,320.8
2,606.1
623.3
3,229.4
402.8
5,332.3
5,735.1
50.6
14,155.7
12,647.8
2,693.4
15,341.1
1,509.4
4,211.0
– 6,168.8
–
666.5
218.1
1,895.7
421.6
2,317.3
3,691.7
577.3
4,269.0
2,712.6
687.3
3,399.9
503.7
4,608.6
5,112.3
24.5
15,341.1
– 11.3
+ 8.9
– 7.7
– 27.2
+ 24.7
– 38.2
n. a.
+ 0.1
n. a.
– 12.1
+ 35.8
– 3.4
– 17.8
– 50.7
– 22.2
– 3.9
– 9.3
– 5.0
– 20.0
+ 15.7
+ 12.2
+ 106.5
– 7.7
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
6 9
Capital ratios
€ million
30 Sep 2021
30 Sep 2020
Var. %
Non-current capital
Non-current capital in relation to balance sheet total
Equity ratio
Equity and non-current financial liabilities
Equity and non-current financial liabilities in relation to
balance sheet total
%
%
%
7,292.1
51.5
– 3.0
2,617.7
9,021.8
58.8
1.4
3,909.8
18.5
25.5
– 19.2
– 7.3*
n. a.*
– 33.0
– 7.0*
* percentage points
Overall, non-current capital decreased by 19.2 % to € 7,292.1 m. It accounted for 51.5 % (previous year 58.8 %)
of the balance sheet total.
The equity ratio was – 3.0 % (previous year 1.4 %). Equity and non-current financial liabilities accounted for
18.5 % (previous year 25.5 %) of the balance sheet total.
E Q U I T Y
The capital stock was reduced in the framework of an ordinary capital decrease for the purpose of transfer-
ring a part of the capital stock into the capital reserves and subsequently increased in the form of a cash
contribution by issuing new registered no-par value shares. At the end of the financial year under review, the
subscribed capital therefore consisted of 1,099,393,634 shares with a proportionate share in the capital
stock of € 1.00 per share. Revenue reserves declined by € 2.4 bn to € – 8.5 bn in the period under review.
Non-controlling interests accounted for € 667.3 m of equity.
S I L E N T E S F PA R T I C I PAT I O N S
In financial year 2021, two silent participations were issued to the ESF. They are both carried in equity in
accordance with IAS 32. The first silent participation was fully paid in at € 420.0 m. It is convertible at any
time in whole or in part into shares in TUI AG at a conversion price of € 1.00 per share as long as the ESF does
not obtain a participation in TUI’s equity capital of more than 25 % plus one share. The second silent partici-
pation is not convertible into shares. It amounts to € 671.0 m and has been fully paid in.
P R O V I S I O N S
Provisions mainly comprise provisions for pension obligations, tax provisions and provisions for typical operating
risks classified as current or non-current, depending on expected occurrence. At the balance sheet date, they
accounted for a total of € 2,238.2 m, down by € 79.1 m year-on-year.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
7 0
F I N A N C I A L A N D L E A S E L I A B I L I T I E S
Composition of financial liabilities and lease liabilities
€ million
Bonds
Liabilites to banks
Other financial liabilities
Financial liabilities
Lease liabilities
30 Sep 2021
30 Sep 2020
adjusted
641.5
2,612.6
66.6
3,320.7
3,229.4
298.9
3,953.7
16.4
4,269.0
3,399.9
Var. %
+ 114.6
– 33.9
+ 306.1
– 22.2
– 5.0
Non-current financial liabilities decreased by € 655.6 m as against 30 September 2020 to € 3,036.1 m. The
decline primarily results from the reduction in liabilities to banks of € 1,027.9 m and the early redemption of
senior bonds issued by TUI on 26 October 2016 with a nominal volume of € 300.0 m on 23 February 2021.
This decrease is offset by an increase in liabilities from the issuance of a convertible bond in April 2021
of € 400.0 m, which was upsized by € 189.6 m in July 2021.
For more detailed information, please refer to the Notes to the consolidated financial statements.
See chapter Financial and lease liabilities, page 207
O V E R V I E W O F T U I ’ S L I S T E D B O N D S
The table below lists the maturities, nominal volumes and annual interest coupon of the listed bond issued
in 2021 with a nominal value of € 589.6 m and a seven-year term.
Listed bonds
Capital measures
Issuance
Maturity
Amount
initial
€ million
Amount
outstanding
€ million
Interest rate
% p. a.
Convertible Bond 2021
April / July 2021
April 2028
589.6
589.6
5.000
C O N V E R T I B L E B O N D S 2 0 2 1
In April 2021, TUI AG issued senior unsecured convertible bonds maturing in 2028 with a total nominal amount
of € 400.0 m. The convertible bonds have a denomination of € 100,000 per bond and a coupon of 5.0 % p. a.,
payable semi-annually in arrears. The initial conversion price was set at € 5.3631 per share. In July 2021, the
convertible bond was upsized through a further issue with a nominal amount of € 189.6 m at a price of 104.75 %.
With the exception of the issue price, the new convertible bonds were issued on the same terms and conditions
as those of the convertible bonds issued in April and have been consolidated with the existing convertible
bonds to form a single series. In October 2021, the conversion price was reduced to € 4.5827 per share in the
wake of the capital increase.
See Other information from page 238
E S F W A R R A N T B O N D
On 1 October 2020, an unlisted bond with warrants totalling € 150.0 m was issued to the Economic Stabilisation
Fund (ESF). The bond has a term of six years and carries an interest coupon of 9.5 % p. a. The attached
warrants have a term of ten years and authorise the holders to subscribe to around 58.7 m shares in TUI AG
at an initial price of € 2.56 per share. Due to the capital reduction in January 2021, the subscription price for
the same number of shares was reduced to € 1.00 per share.
S Y N D I C AT E D C R E D I T F A C I L I T Y O F T U I A G
In January 2021, the extension of a part of the existing KfW credit facility of € 500.0 m that would have been
due for redemption in April 2021 was agreed on the basis of the financing package adopted in December
2020. Moreover, an additional collateralised syndicated credit facility of € 200.0 m was agreed with KfW and
six private banks. The term of the extension and the new credit line was adjusted to July 2022 to match the
existing syndicated credit line.
In July 2021, an agreement was reached with the banks to extend TUI AG’s syndicated credit facilities totalling
€ 4.8 bn (including a tranche of € 215.0 m for bank guarantees) ahead of schedule to July 2024. For regulatory
reasons driven by Brexit, the contribution to the syndicated credit line of € 4.6 bn made by a British bank
(around € 80 m cash and € 25.0 m guarantee line) cannot be extended beyond July 2022. In September 2021,
the credit line was reduced by € 30.0 m from € 200.0 m to € 170.0 m through a partial termination by TUI AG.
The interest rate for cash drawdowns is variable and depends on the short-term interest level (EURIBOR or
LIBOR) plus a margin determined by TUI’s credit rating. The differentiated term of this syndicated credit
facility is explained in the chapter Going concern reporting according to UK Corporate Governance Code in
the annual financial statements.
See chapter Going concern reporting according to UK Corporate Governance Code, page 155
As of the balance sheet date, the cash utilisation of syndicated credit facilities was around € 1.9 billion.
B A N K C R E D I T S A N D L E A S E L I A B I L I T I E S
Liabilities to banks largely relate to the drawdowns from TUI AG’s syndicated credit facilities and TUI AG’s
Schuldschein worth € 425.0 m.
Lease liabilities essentially relate to aircraft and hotel leases. For more detailed information, in particular on
the remaining terms, please refer to the section Financial and lease liabilities in the Notes to the consolidated
financial statements.
See section Financial and lease liabilities, page 207
O T H E R L I A B I L I T I E S
The combined figure for other liabilities mainly includes trade payables and touristic advance payments
received. At € 5,735.1 m, it was € 622.8 m up year-on-year.
Key credit facilities
S Y N D I C AT E D C R E D I T F A C I L I T I E S O F T U I A G
TUI AG’s syndicated credit facilities of € 4.8 bn includes a tranche of € 215.0 m for bank guarantees. At the
balance sheet date, cash drawdowns from this credit facility amounted to around € 1.9 bn. In addition, an
amount of € 149.4 m was drawn from this credit facility through the use of bank guarantees.
B I L AT E R A L G U A R A N T E E F A C I L I T I E S O F T U I A G W I T H B A N K S
TUI AG has concluded bilateral guarantee facilities with a total volume of € 22.1 m with banks to provide bank
guarantees in the framework of ordinary business operations. Some of the guarantees have a term of several
years. The guarantees granted give rise to a commission in the form of a fixed percentage of the maximum
guaranteed amount. At the balance sheet date, an amount of € 9.4 m from these facilities had been used.
Under its syndicated credit facilities worth € 4.8 bn, TUI AG has a duty to comply with certain financial cove-
nants (as defined in the contract). These require (a) compliance with an EBITDAR-to-net interest expense
ratio measuring TUI Group’s relative charge from the interest result and its lease and rental expenses; and
(b) compliance with a net debt-to-EBITDA ratio, calculating TUI Group’s relative charge from financial liabilities.
The EBITDAR-to-net interest expense ratio must have a coverage multiple of at least 1.5; net debt must
not exceed 3.0 times EBITDA. The financial covenants are determined every six months, but the banks have
agreed to a waiver for this financial covenant obligation up until and including 31 March 2022, with higher
ratio limits set for testing during the period up until and including 31 March 2023. Until 31 March 2022,
compliance with the suspended financial covenants will be replaced by compliance with a liquidity reserve (as
defined in the contracts) of at least € 400.0 m. In addition, TUI’s scope for pledging or selling assets, acquir-
ing other companies or shareholdings, or effecting mergers has been restricted.
TUI AG’s Schuldschein worth € 425.0 m, the bond with warrants worth € 150.0 m, the convertible bond worth
€ 589.6 m and the credit and guarantee facilities also contain additional clauses typical of financing instru-
ments of this type. Non-compliance with these obligations awards the lenders the right to call in the facilities
or terminate the financing schemes for immediate repayment.
Ratings by Standard & Poor’s and Moody’s
TUI AG ratings
In October 2021, TUI AG concluded a guarantee facility of € 152.0 m with a multi-year term with a bank in
order to meet a regulatory requirement. This guarantee facility was fully used.
Standard & Poor’s
Moody’s
2017
2018
2019
BB
Ba2
BB
Ba2
BB
Ba2
2020
CCC+
Caa1
2021
Outlook
CCC+
Caa1
stable
stable
Obligations from financing agreements
TUI AG’s Schuldschein worth € 425.0 m issued in 2018, the bond with warrants worth € 150.0 m issued in
October 2020, the convertible bond worth € 589.6 m issued in 2021 and the credit and guarantee facilities
contain a number of obligations.
In particular due to the COVID-19 pandemic with the associated impacts on cash flow generation and the
increase in debt, Standard & Poor’s successively downgraded the TUI rating to ‘CCC+ (negative outlook)’.
Moody’s likewise successively lowered TUI’s rating to ‘Caa1 (negative outlook)’. In January 2021, Moody’s
upgraded TUI’s rating outlook to ‘stable’, with Standard & Poor’s following suit in February 2021.
Due to a significant improvement in the business environment and the strengthening of the balance sheet
structure, both rating agencies upgraded the rating to ‘B- (stable outlook)’ (Standard & Poor’s) and ‘B3
(stable outlook)’ (Moody’s) in October 2021.
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7 2
Standard & Poor’s also upgraded the rating for amounts totalling around € 1.5 bn granted by private banks
within TUI AG’s syndicated credit facility from ‘CCC+’ to ‘B-‘ in October 2021.
Liquidity analysis
Financial stability targets
TUI considers a constant credit rating to be a prerequisite for the future development of the business. In
response to the structural improvements resulting from the merger between TUI AG and TUI Travel, the
operating performance observed over the past few years, and the strengthening of the business model
despite a challenging environment, both Standard & Poor’s and Moody’s upgraded their ratings for TUI to
the BB or Ba ranges in 2014. In particular due to effects of the COVID-19 pandemic, these ratings were then
lowered to CCC+ and Caa1, respectively. We consider the return to the B range to be essential, not only in
order to benefit from financing terms, but also to retain access to the debt capital markets even in difficult
macroeconomic situations. As an indicator of financial stability, we have defined a leverage ratio along the
following basic lines:
At the balance sheet date, TUI AG, the parent company of TUI Group, held cash and cash equivalents worth
€ 592.5 m.
R E S T R I C T I O N S O N T H E T R A N S F E R O F L I Q U I D F U N D S
At the balance sheet date, there were restrictions worth around € 0.5 bn (previous year: € 0.3 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.
C H A N G E O F C O N T R O L
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 97
Leverage ratio = (gross financial liabilities + lease liabilities + obligations from defined-benefit pension
plans) / reported EBITDA. This basic definition is subject to specific amendments in order to reflect current
circumstances. Following a leverage ratio of 3.0x for financial year 2019*, the impact of COVID-19 in financial
years 2020 and 2021 resulted in a leverage ratio that lacked meaning. We expect our operating result to
recover and our balance sheet structures to stabilise after the COVID-19 pandemic ends and therefore aim
to deliver a leverage ratio of less than 3.0x again in the medium term.
Cash flow statement
Summary cash flow statement
€ million
* The calculation of the leverage ratio for financial year 2019 was based on a slight modification, as IFRS 16 had not yet been applied.
See section Capital management, page 236.
Interest and financing environment
In the period under review, short-term interest rates remained at an extremely low level compared with
historical rates. In some currency areas, the interest rate remained negative throughout the year. Moreover,
the ECB again increased its pandemic emergency purchase programme for private and public sector securities
in order to stimulate the economy, with corresponding impacts on yields for money market investments but
also on reference interest rates for floating-rate debt.
In the financial year under review, quoted credit margins (based on CDS levels) for corporates in the
sub-investment grade area returned to a level more or less corresponding to the long-standing average. In Q1
2021, credit margins for TUI AG initially rose strongly as the pandemic spread and subsequently remained
high on a long-standing comparison. In April 2021, for the first time since the outbreak of the pandemic, TUI
secured non-public refinancing by issuing convertible bonds in an improved capital market environment.
Net cash outflow from operating activities
Net cash inflow from investing activities
Net cash out- / inflow from financing activities
Change in cash and cash equivalents with cash effects
2021
– 151.3
+ 704.7
– 233.5
+ 319.9
2020
– 2,771.9
– 161.8
– 2,112.5
– 497.6
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. TUI Group’s cash flow
statement is presented with the Nordotel S. A. disposal group included. The prior year’s cash flow statement
had included the cash flow statement of the Hapag-Lloyd Kreuzfahrten disposal group until its disposal.
In the period under review, cash and cash equivalents increased by € 353.0 m to € 1,586.1 m.
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C A S H I N F L O W / O U T F L O W F R O M O P E R AT I N G A C T I V I T I E S
In the period under review, the cash outflow from operating activities totalled € 151.3 m (previous year
€ – 2,771.9 m), including interest payments received of € 6.4 m (previous year € 25.1 m) and dividends of
€ 14.2 m (previous year € 7.7 m). Income tax payments resulted in a cash outflow of € 9.0 m (previous year
inflow of € 56.1 m).
C A S H I N F L O W / O U T F L O W F R O M I N V E S T I N G A C T I V I T I E S
In financial year 2021, the total cash inflow from investing activities amounted to € 704.7 m (previous year
€+ 161.8 m). This includes a cash outflow for capital expenditure on property, plant and equipment and
intangibles of € 299.7 m (previous year € 587.0 m). The Group recorded a cash inflow of € 357.9 m (previous
year € 109.9 m) from the divestment of property, plant and equipment and intangible assets. A Group cash
inflow of € 105.5 m was posted in connection with the sale of consolidated companies, including € 32.9 m for
the divestment of Hapag-Lloyd Kreuzfahrten, effected in the prior year, and € 50.0 m for the divestment of
Nordotel S. A., completed after the financial year under review ended. TUI Group also recorded a cash inflow
of € 543.8 m from the sale of its stakes in Riu Hotels S. A. and Karisma Hotels Caribbean S. A., and € 19.6 m
from repaid loans in connection with the sale of its interests in Togebi Holdings Limited (TUI Russia). A cash
outflow of € 21.0 m resulted from a capital increase in TUI Cruises GmbH.
C A S H I N F L O W / O U T F L O W F R O M F I N A N C I N G A C T I V I T I E S
The cash outflow from financing activities fell by € 233.5 m (previous year inflow of €+ 2,112.5 m). TUI AG
recorded a cash inflow of € 1,743.8 m from a number of equity measures after deduction of borrowing costs.
TUI AG took out loans and bonds resulting in an inflow of € 598.6 m after deduction of borrowing costs.
Other TUI Group companies took out loans worth € 257.0 m. In the financial year under review, TUI AG
reduced its syndicated credit facility by € 1,445.1 m and paid € 300.0 m for the early redemption of a senior
bond. Other Group companies recorded a cash outflow of € 94.1 m for the redemption of financial liabilities.
A further outflow of € 587.2 m related to the redemption of lease liabilities, while interest payments ac-
counted for an outflow of € 404.8 m.
Change in cash and cash equivalents
€ million
Cash and cash equivalents at the beginning of period
Changes due to changes in exchange rates
Cash changes
Cash and cash equivalents at the end of period
2021
2020
+ 1,233.1
+ 33.2
+ 319.8
+ 1,586.1
+ 1,747.6
– 17.0
– 497.6
+ 1,233.1
The detailed cash flow statement and additional explanations are provided in the consolidated financial
statements and in the section Notes to the cash flow statement in the Notes to the consolidated financial
statements.
See page 152 and 237
Analysis of investments
The development of fixed assets, including property, plant and equipment, intangible assets as well as
shareholdings and other financial investments is presented in the section on Net assets in the Management
Report. Additional explanatory information is provided in the Notes to the consolidated financial statements.
Net capex and investments
€ million
Cash gross capex
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines*
All other segments
TUI Group
Net pre delivery payments on aircraft
Financial investments
Divestments
Net capex and investments
2021
2020
adjusted
Var. %
113.9
22.5
13.8
150.2
10.2
5.1
8.2
52.4
82.1
284.8
– 86.0
28.0
– 925.9
– 699.1
327.2
48.8
12.8
388.8
35.7
14.6
15.6
85.1
61.4
535.2
– 41.5
132.1
– 775.1
– 149.3
– 65.2
– 53.9
+ 7.8
– 61.4
– 71.4
– 65.1
– 47.4
– 38.4
+ 33.7
– 46.8
– 107.1
– 78.8
– 19.4
– 368.3
* Including € 28.9 m cash gross capex for financial year 2020 for the aircraft leasing companies (previous year: € 19.2 m), which –
in contrast to the items of the income statement – are allocated to Markets & Airlines as a whole, but not the individual segments
Northern Region, Central Region and Western Region.
Cash and cash equivalents comprise all liquid assets, i. e. cash in hand, bank balances and cheques.
In the financial year under review, TUI Group’s cash gross capex totalled € 284.8 m. The decline of 46.8 %
reflects the continued strict management of investment projects.
7 3
Net debt
The net debt of continuing operations as of 30 September 2021 declined by € 1,467 m year-on-year to
€ 4,954 m.
Net debt
€ million
Financial debt
Lease liabilities (IFRS 16)
Cash and cash equivalents
Short-term interest-bearing investments
Net debt
30 Sep 2021
30 Sep 2020
Var. %
3,320.8
3,229.4
1,583.9
12.1
– 4,954.2
4,269.0
3,399.9
1,233.1
14.9
– 6,420.9
– 22.2
– 5.0
+ 28.4
– 18.8
+ 22.8
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C O N S O L I D AT E D F I N A N C I A L
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Divestments related in particular to the sale of our 49 % stake in the Riu Hotels S. A. joint venture to a Riu
Group company and the sale-and-leaseback of spare engines and aircraft. In the prior year, divestments had
included in particular the divestment of Hapag-Lloyd Kreuzfahrten to our joint venture TUI Cruises and the
sale of two German specialist tour operators.
In the period under review, net capex and investments declined by € 549.8 m year-on-year to € – 699.1 m.
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
Cash gross capex
Additions right of use assets
Advance payments
Ship debt financing
Other non-cash changes
Additions to other intangible assets and property, plant and equipment
2021
284.8
27.4
15.0
–
15.2
342.3
2020
535.2
– 11.3
52.1
115.6
– 2.1
689.4
Investment obligations
O R D E R C O M M I T M E N T S
Due to agreements concluded in financial year 2021 or in prior years, order commitments for investments
totalled € 2,386.1 m as at the balance sheet date; this total includes an amount of € 456.5 m for scheduled
investments in financial year 2022.
More detailed information is provided in the section Other financial liabilities in the Notes to the consolidated financial statements.
74
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7 5
COMBINED NON - FINA NCIAL DECL AR ATION
pursuant to the CSR Directive Implementation Act
For TUI Group, economic, environmental and social sustainability is a fundamental management principle
and a cornerstone of our strategy for continually enhancing the value of our company. We firmly believe that
sustainable development is critical to long-term economic success. Together with our many partners around
the world, we are actively committed to promoting sustainable development in the tourism sector.
Sustainability strategy and implementation
TUI Sustainability Strategy
In the following section, in line with CSR reporting legislation, we report on sustainability issues that promote
a better understanding of our business operations, context and future development. In compliance with
section 315b, paragraph 1, sentence 3 of the German Commercial Code (HGB) we also refer, in a number of
respects, to non-financial disclosures found in other parts of the Group Management Report.
Our materiality analysis generated insights into the risks and opportunities relating to sustainability. We
describe our risk management system and principal risks associated with our business activities, business
relations and services in our Risk Report from page 35 onwards, where the principal risks relating to sustain-
ability are listed and explained.
This combined non-financial declaration has been reviewed by our Group Audit function on behalf of the
Supervisory Board.
Review report from Group Audit regarding the combined non-financial declaration (page 92)
Our reporting covers the United Nations Global Compact principles, which TUI signed up to in 2014. Further-
more, we reviewed our sustainability activities against the United Nations Sustainable Development Goals
(SDGs). These goals provide a useful framework with which to view the material impact of our business
operations and a bench-mark to assess the relevance of our initiatives. The tourism value chain is closely
linked to many different sectors. This enables us to influence progress on many SDGs.
Business model
TUI Group’s business model is outlined on pages 25 ff and 28 ff in accordance with section 315c paragraph 1 in conjunction
with section 289c, paragraph 1 HGB.
Step
lightly
Make
a difference
Lead
the way
Care
more
betterholidays
betterworld
Reducing the environmental
impact of holidays
Creating positive change
for people and communities
Pioneering sustainable tourism
across the world
Building the best place to work
where people are passionate about
what they do
In 2020 TUI Group closed out its sustainability strategy ‘Better Holidays, Better World’. These sustainability
actions and objectives adopted in 2015 addressed the environmental and social challenges facing the tourism
sector which had been the subject of public debate. Due to the continued major restrictions on business
operations caused by the COVID-19 crisis, the key figures as of 30 September 2021 presented in the following
sections are of limited or no communicative value, not least by comparison with the previous year.
In active pursuit of this sustainable transformation, TUI also launched its Sustainability Academy in the period
under review. This online learning platform enables TUI Group employees to undergo further training around
sustainability, and in particular around TUI’s strategic priorities. The first stage of the online platform with
appropriate learning content has now gone live and additional content and functions will be added successively.
Our reporting for financial year 2021 is again based on the fields of action defined in our previous strategy.
In the period under review, under the continuing impact of the COVID-19 pandemic, we built on existing core
objectives and activities, delivering further progress through our commitment to sustainability.
In the financial year under review, TUI Group’s international sustainability team focussed on developing TUI’s
Sustainability Agenda. New priorities and strategic directions for TUI’s future sustainability activities were
drawn up in consultation with internal and external stakeholders, taking account of current challenges, global
scenarios and mechanisms such as the EU Green Deal. Alongside the work invested in finalising the Sustain-
ability Agenda, a number of specific initiatives were launched, in particular with a view to reducing our carbon
footprint (adoption of an Emission Roadmap) and promoting a circular economy (training programmes and
cooperation with suppliers).
With the next phase of our Sustainability Agenda, we will enter a decade of sustainable transformation. Our
ambition is to continue to lead the industry and to actively shape a more sustainable future for tourism.
Our next steps will be anchored in core deliverables, building on the significant progress made – with a focus
on:
• Empowering communities in destinations
• Driving transformation by increasing and sharing knowledge through educational initiatives open for many
• Reducing our environmental footprint (energy, waste, water) and working with science-based emissions
targets
• Working with partners across the tourism industry and outside to accelerate the transformation beyond TUI
• Introducing industry-leading initiatives (e. g., on the topic of circularity or sustainable destination man-
agement)
M AT E R I A L I T Y
TUI Group carried out a formal materiality assessment involving a variety of key stakeholder groups. Applying
recognised qualitative and quantitative methods, a global stakeholder survey and an impact analysis identified
the leading material aspects and set priorities. A repeat of the global stakeholder survey scheduled for 2021
had to be postponed due to the ongoing COVID-19 pandemic. Thanks to direct contact with our stakeholders
and sector initiatives, we also benefited from important input, which was subsequently incorporated into our
sustainability activities.
S U S TA I N A B I L I T Y M A N A G E M E N T
Across TUI Group, a team of experienced sustainability professionals are working in close collaboration with
senior management at Group and at divisional level to ensure that TUI’s business and sustainability strategies
are well aligned. The role of our sustainability team is to drive implementation of more sustainable business
practices across TUI Group and along its supply chain. The TUI Group Executive Committee is regularly updated
on our performance in delivering the sustainability strategy and tackling other key sustainability issues. These
are also regularly included on the agenda for meetings of divisional and platform management boards (e. g.
in hotels and aviation) and the Risk Oversight Committee (ROC).
As part of TUI’s sustainability management approach, corporate headquarters were successfully audited
against the environmental standard ISO 14001:2015.
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Managing sustainability-embedding
G R O U P E X E C U T I V E C O M M I T T E E
Minimum twice yearly agenda slot and update report
D I V I S I O N A L B O A R D S
Regular update presentations to Tourism, Hotel
and Airline boards as necessary
R I S K O V E R S I G H T C O M M I T T E E
Annual update to this committee and meetings
with Group Risk Department at regular intervals
to review risk register
G R O U P S U S TA I N A B I L I T Y N E T W O R K
Sustainability Managers in headquarter, source
markets and divisions, implementing the
sustainability strategy, coordination of specific
working groups
S U S TA I N A B I L I T Y I N D I C E S
TUI AG is represented on the sustainability index FTSE4Good. In 2021, TUI participated in the CDP Climate
Change programme and in the S&P Dow Jones Sustainability Index Assessment and engaged in dialogue
with other researchers.
Environmental matters
initiatives across the business – from airline and cruise efficiency programmes, to retail energy savings and
the reduction of printed brochures.
In financial year 2021, TUI Group’s total emissions decreased by 43 % year-on-year in absolute terms as a
consequence of the impact of the COVID-19 pandemic across our businesses.
Carbon dioxide emissions (CO2)
tons
Airlines & Aviation
Cruises
Hotels
Major premises / shops
Ground transport
Scope 3 (indirect emissions from TUI’s value chain)
Total
2021
2020
Var. %
1,317,865
391,475
362,474
15,949
5,440
27,911
2,121,114
2,725,937
602,794
328,282
18,189
5,235
41,073
3,721,510
– 51.7
– 35.1
+ 10.4
– 12.3
+ 3.9
– 32.0
– 43.0
As part of TUI’s environmental reporting the breakdown of energy usage by business area shows that
Airlines and Aviation represented more than 67 % of the total energy used.
Energy usage by business area
MWh
Airlines & Aviation
Cruises
Hotels
Major premises / shops
Ground transport
Total
2021
2020
Var. %
5,371,454
1,518,886
1,021,997
60,766
23,314
7,996,417
11,110,512
2,328,410
947,324
64,931
20,986
14,472,163
– 51.7
– 34.8
+ 7.9
– 6.4
+ 11.1
– 44.7
Respecting the environment in our products, services and processes is an essential feature of our quality
standards. We have prioritised improving our carbon and resource efficiencies, with a particular focus on
waste and water consumption. Conserving natural resources and mitigating negative environmental impacts
are both in the interests of our business as well as the future success of travel and tourism.
C L I M AT E P R O T E C T I O N A N D R E S O U R C E E F F I C I E N C I E S B Y T U I ’ S A I R L I N E S
We already operate one of Europe’s most carbon-efficient airlines and we aim to continuously improve
in this space. TUI’s airlines have numerous measures in place to further enhance carbon efficiency. We have
implemented the following measures to support our efficiency goals:
We aim to reduce the environmental impact of our operations and are setting clear stretch targets to deliver
these improvements across aviation, cruise, hotels, offices, retail shops and ground transport. We have liaised
with the Science Based Targets Initiative to develop carbon roadmaps. TUI continues to run carbon reduction
7 7
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
• Process optimisation, e. g. single-engine taxing in and out, acceleration altitude reduction and wind uplinks
• Weight reduction, e. g. introduction of carbon brakes and water uplift optimisation
• Flight planning optimisation, e. g. alternate distance and minimum fuel programme
• Implementation of fuel management systems to improve fuel analysis, identify further opportunities and
track savings
We did not achieve the target set as part of our Better Holidays, Better World strategy to reduce our carbon
intensity from aviation operations by 10 % by 2020. We had hoped to deliver against this target through the
deployment of efficiency measures as well as through fleet renewal. Unfortunately, the grounding of the
Boeing 737 Max and delays to deliveries of further aircrafts significantly impacted our ability to deliver
against this target. The ongoing COVID-19 crisis made it impossible to deliver further relative carbon
emissions improvements as they are based on load factors and fuel burn.
TUI’s airlines play a pioneering role in maintaining environmental management systems based on the
internationally recognised ISO 14001 standard. In the period under review, each of our airlines held an ISO
14001:2015 certification.
TUI Airlines – Fuel consumption and CO 2 emissions
TUI Airlines – Carbon intensity
g CO 2 / rpk*
TUI Airline fleet
TUI Airways
TUI fly Belgium
TUI fly Germany
TUI fly Netherlands
TUI fly Nordic
2021
78.0
83.3
82.8
75.8
70.3
69.7
2020
67.8
65.5
75.1
69.4
66.4
66.1
Var. %
g CO 2e / rpk*
+ 15.0
+ 27.2
+ 10.3
+ 9.2
+ 5.9
+ 5.4
78.8
84.1
83.6
76.6
71.0
70.4
* rpk=revenue passenger kilometer
We commissioned Verifavia to provide assurance on the carbon intensity metrics for 2021 as displayed in the table ‘TUI Airlines –
Carbon Intensity’ above. To read our airline carbon data methodology document and the assurance report in full, please visit
www.tuigroup.com/en-en/sustainability/reporting-downloads
Relative carbon emissions across our airlines increased by 15 % in the financial year 2021. This has been
caused by the grounding of our fleet due to the COVID-19 crisis with significantly reduced operations and
load factors across all airlines. Additional cargo sectors across some TUI airlines have led to greater aircraft
weight resulting in increased fuel burn.
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Specific fuel consumption
Carbon dioxide (CO2) – total
Carbon dioxide (CO2) – specific
* rpk=revenue passenger kilometer
7 8
2021
2020
Var. %
l / 100 rpk*
t
kg / 100 rpk*
3.10
1,300,942
7.80
2.69
2,357,195
6.78
Specific emissions are also shown in the form of CO2 equivalents (CO2e). Apart from carbon dioxide (CO2),
they include the other five greenhouse gases impacting the climate as listed in the Kyoto Protocol: methane
(CH4), nitrous oxide (N2O), hydro-fluorocarbons (HFCs), perfluorocarbons (PFCs) and Sulphur hexafluoride
(SF6).
+ 4.0
– 44.8
+ 15.0
C L I M AT E P R O T E C T I O N A N D R E S O U R C E M A N A G E M E N T I N C R U I S E S
TUI Cruises continues to operate a modern and technologically advanced fleet. The newbuild ships in the
fleet include the latest technologies to minimise fuel burn. A smart energy management system, efficient air
conditioning, innovative lighting controls and the use of exhaust heat from the engines all contribute to a
significantly reduced carbon footprint compared to other vessels not equipped with these technologies.
TUI Cruises Environment Report: www.tuicruises.com/nachhaltigkeit/umweltbericht/
Sulphur emissions from the new ships in the fleet are reduced by up to 99 % thanks to new systems that
treat the exhaust fumes before releasing them.
The ships are fitted with advanced emission purification systems, which operate around the clock – not only
in the designated special emission control areas of the North and Baltic Seas, the English Channel and North
America but also in the other areas that TUI Cruises travels to, such as the Mediterranean, Orient, Caribbean
and Central America.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
7 9
Hapag-Lloyd Cruises ships exclusively use 0.1 % low-sulphur marine gas oil. This reduces the sulphur emis-
sions of Hapag-Lloyd Cruises’ fleet by up to 80 % and reduces particulates by up to 30 %. All Hapag-Lloyd
Cruises ships have the Tributyltin-free underwater coatings, seawater desalination systems for water treat-
ment purposes as well as a biological sewage treatment system for wastewater. Waste is separated on board
in an environmentally friendly manner prior to disposal on land by specialized companies in accordance with
international regulations (MARPOL).
Hapag-Lloyd Cruises’ Hanseatic Nature, Inspiration and Spirit are also equipped with modern environmental
technologies. The optimisation of the hull and the use of a rudder with special propeller contribute to a reduc-
tion in fuel consumption. The ships are equipped with SCR catalysts, which reduce nitrogen oxide emissions
by almost 95 %, and have the option of using shore power.
In the financial year 2021 Marella Cruises have introduced an environmental data management dashboard to
track and drive environmental performance.
Hotels – carbon intensity, water* and waste
Carbon dioxide (CO 2) – relative kg CO 2 / guest night
Water – relative l / guest night
Waste – relative kg / guest night
* Includes water for domestic, pool and irrigation purposes
2021
13.25
843
2.22
2020
12.49
773
2.20
Var. %
+ 6.1
+ 9.1
+ 1.0
Effective waste management aims to conserve resources and reduce its environmental impact and costs
through recycling practices. Our owned and partner hotels implement various measures to reduce waste, for
example through a stronger focus on local procurement and reducing packaging via buying in bulk. Per guest
night 2.22 kg of waste was measured in financial year 2021, and remained stable. The increases of carbon
emissions, water and waste per guest night is due to impact of the COVID-19 crisis resulting in the temporary
closure of hotels and overall lower occupancy rates.
Cruises – carbon intensity, fresh water and waste
Carbon dioxide (CO2) – relative kg / Cruise passenger night
Fresh water – relative l / Cruise passenger night
Waste – relative l / Cruise passenger night
2021
240
89
23.7
2020
Var. %
130
107
13.6
+ 83.8
– 16.4
+ 73.9
M O V I N G T O W A R D S C I R C U L A R I T Y
The new TUI Sustainability Agenda focuses on the circular economy and the promotion of a closed-loop
system in which raw materials, components and products lose as little value as possible through the use of
renewable energy sources. TUI Group has set itself the goal of operating an increasingly circular business
model, the details of which are set out in TUI’s Circular Economy Commitments. To inform about the necessity
of the topic, numerous information and workshop events were held, in which more than 300 employees and
interested persons participated in the financial year 2021.
In financial year 2021, relative carbon emissions in Cruises increased by 83.8 % due to the significant reduction
in load factors caused by COVID-19. Per cruise passenger night 23.7 litres of waste were measured – a 73.9 %
increase – and 89 litres of fresh water consumed, a decrease of 16.4 % due to less bunkering of fresh water.
C L I M AT E P R O T E C T I O N A N D R E S O U R C E M A N A G E M E N T B Y H O T E L S
Together with our hotel partners we constantly work on improving our sustainability performance. TUI
research shows that our hotels with sustainability certifications deliver on average better environmental
performance and higher customer satisfaction.
We have included a sustainability clause in contracts with our accommodation suppliers outlining minimum
expectations and the requirement to work towards credible sustainability certification recognised by the
Global Sustainable Tourism Council (GSTC). TUI is supporting its hotel partners by providing guidance and
consultancy to enable our hotel partners to prepare for certification. In addition TUI has set up a dedicated
online platform to inform hotel partners about relevant sustainability issues and to offer support in finding
sustainable solutions for hotel operations.
As part of the membership to the Sustainable Transformation Group on Circular Economy, coordinated by
the Antwerp Management School, cross-industry approaches to promoting the circular economy are presented
and discussed. The TUI Group participates in order to be informed about current developments for the promo-
tion of a circular economy.
An important aspect of the Circular Economy is the reduction of unnecessary and problematic single-use
plastic items. To this end, the TUI Group joined the Global Tourism Plastic Initiative in July 2021 and signed
up to its commitments. UNWTO and UNEP are leading the implementation of the initiative in cooperation
with the Ellen MacArthur Foundation and with the support of an advisory group, of which TUI Group is a
member. As part of this, TUI’s airlines have replaced certain single-use plastic items on board with more
sustainable alternatives.
To further determine the acceptance of certain single-use plastic alternatives TUI Group has launched a project
in summer 2021 in cooperation with the sustainability initiative Futouris. The initiative aims to use more
sustainable alternatives in certain guest rooms in two TUI Clubs on the Balearic Islands. The effectiveness
will be measured by using guest surveys, successful measures will be transferred to other hotels.
C O N T E N T S
Social matters and destination collaboration
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
Through our sustainability agenda we aim to make a difference. We believe tourism is a powerful force for
good – boosting economies, creating jobs, protecting human rights and enhancing cultural understanding
and tolerance.
S U S TA I N A B L E H O L I D AY S
Hotels play a key role in raising the bar for sustainability performance at our destinations. By carefully managing
their impacts on local people, economies and habitats, each hotel is uniquely positioned to make a positive
difference.
Our own hotels and hotel partners are expected to achieve independent sustainability certifications that
meet the standards of the Global Sustainable Tourism Council (GSTC) and demonstrate social and envi-
ronmental good practice To support hotel partners achieve our sustainability targets and pursue certification
we support them on their journey via dedicated resource and materials, face-to-face meetings and conferences,
an online collaboration and training for purchasing managers.
T U I PA R T N E R S . C O M / S U S TA I N A B I L I T Y
This year we have added a sustainability section to our B2B platform TUIPartners.com accessed by our
accommodations and tours, activities, excursions and transport providers. Its purpose is to serve as an
online platform for sharing knowledge and experiences on the various sustainability topics therefore,
keeping TUI’s partners fully updated with the latest trends, requirements, technologies and opportunities.
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Sustainable holidays
Number of customer (millions) staying at certified hotels1
Number of contracted hotels with certifications2
% of TUI hotels with certifications (variance in % points)
2021
2.8
630
54
2020
3.8
1,069
79
Var. %
– 25.6
– 41.1
– 253
1 Hotels that are certified to a GSTC-recognised certification
2 Hotels that are certified to a GSTC-recognised certification and welcomed a minimum of 100 TUI customers in financial year 2021
3 Variance is given in percentage points
By financial year 2019 we were able to increase the number of customers staying in a hotel certified to a
GSTC-recognised standard to 10.3 million (exceeding our 2020 target), however, in the last two financial
years, the severe disruption to operations caused by the COVID-19 pandemic has meant that we have not
been able to report any further growth.
The number of certified hotels has decreased year-on-year by 41.1 % to 630 hotels. Travel restrictions and
auditor availability at our main certification partner, Travelife, resulted in the many audits necessary to
renew the certification not taking place until the final three months of the TUI financial year. This meant
there was insufficient time for the hotels to regain their certification to be included in this year’s report.
We expect to see a significant increase in certifications next year, as our hotel partners remain committed to
sustainability and are actively engaged in this process. However, the combined impact of the COVID-19
pandemic and the timing of our financial reporting year has meant the numbers are particularly depressed
this year.
Sustainability reporting methodology document: www.tuigroup.com/en-en/responsibility/reporting-downloads
C O M M U N I C AT I N G W I T H C U S T O M E R S
Embedding sustainability into our brand and raising customer awareness are key priorities. We want to stimulate
demand for more sustainable holidays by showing customers how these contribute to a better holiday
experience and highlighting the role they can play in driving a positive change. An example of an initiative is
the online responsible souvenir guide launched in cooperation with the Global Nature Fund (GNF). The guide
offers guests tips on how to preserve biodiversity at the destination, contribute to the local economy by pur-
chasing regional products, and avoid any unpleasant surprises when passing through customs. TUI enhanced
the content of this online platform in financial year 2021.
Initially launched in the Netherlands, we enable customers to more easily choose sustainable accommodations
and automatically contribute to an additional two ways of sustainable development. Customers who
book the fair travel concept contribute to social and economic development in tourist destinations through
an integrated donation made to the TUI Care Foundation and contribute to investments in the development
of sustainable transportation through projects such as upscaling sustainable aviation fuels.
A N I M A L W E L F A R E
TUI audits its suppliers against established animal welfare guidelines. TUI excursions featuring animals must
comply with ABTA guidelines (Global Animal Welfare Guidance for Animals in tourism). Since 2016 more than
237 independent audits of animal attractions featured by TUI were conducted. Wherever possible we prefer
to work with suppliers to deliver improvement plans, however a number of venues were taken out of the
programme for not meeting the required standards.
8 0
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
8 1
D E S T I N AT I O N C O L L A B O R AT I O N
The TUI Care Foundation is the main channel utilised to coordinate our approach for developing tourism in
a sustainable manner, together with the destinations and the industry.
We measure the effects of enhancing the positive impact of tourism by the amount invested in charities,
projects, and initiatives as well as memberships that support good causes.
Investments into projects and good causes
€ million
Amount raised for research / good causes
2021
2.3
2020
3.8
Var. %
– 41.1
Our businesses, colleagues and customers raised € 2.3 m in financial year 2021, a decrease of 41 % due to
the ongoing impact of the COVID-19 pandemic.
T U I C A R E F O U N D AT I O N
The TUI Care Foundation was adopted as our Group’s corporate foundation in 2016. It is an independent
charitable foundation, with a majority of non-TUI trustees. The TUI Care Foundation builds on the potential
of tourism as a force for good by supporting and initiating partnerships and projects that create new
opportunities for the younger generations.
In 2021 enpact and the TUI Care Foundation launched the joint Tourism Recovery Programme which supported
young founders in the travel and tourism industry. Participants were micro, small, and medium-sized tourism
enterprises in Egypt, Mexico, South Africa and Kenya.
The Tourism Recovery Programme was designed to support innovative tourism businesses on their path to
economic recovery. The future of tourism depends on resilient touristic businesses offering sustainable
products and services, particularly in developing and emerging economies. With the United Nations Sus-
tainable Development Goals at its core, the Tourism Recovery Programme builds capacity around leadership,
resilience, sustainability, innovation, and digital transformation. Additionally, the aim of the continuing
programme is to create a flourishing international network of tourism businesses.
Under the six-month programme, participating businesses have the opportunity to gain access to dedicated
mentoring, business development training and financial support The support package drew on the experience
of the previous COVID-19 Relief Programme for Tourism, where already 352 participants from 150 tourism
businesses from Mexico, Kenya, Indonesia and Jordan benefited from the same opportunity.
More on TUI Care Foundation: www.tuicarefoundation.com
Group Security, Health & Safety (SHS)
TUI operates holistic safety and security standards for customers and employees, the company’s reputation
and its assets, setting the tourism industry standard in security, health and safety. In financial year 2021 the
business made a significant push in its efforts to centralise security and safety activities. Through extensive
continuous dialogues with stakeholders including all subsidiaries we aligned their needs with the professional
security, health and safety management delivered. Additionally, the department steered all measures related
to health, safety, crisis response and business continuity and supported the markets coming back to business as
usual adjusting to the dynamic, pandemic environment.
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 with the most security and safety, even in relation to unintentional risks (Health & Safe-
ty), 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.
S A F E T Y
In financial year 2021 TUI saw the creation of a new Safety and Risk team to support the Markets Trans-
formation strategic initiative and to create a centre of excellence within the Group for safety management.
This new team was created by combining the Markets’ Health & Safety teams and the TUI Musement Safety
Management Team in to one global function with a single management structure – accountable via the newly
introduced Group Security, Health & Safety Governance Committee represented by senior stakeholders
from across the Group’s business units and functions.
This Safety and Risk team retains the policy and oversight remit across the Group but also now has an opera-
tional focus on accommodation, transfers, excursions, activities, tours and all other in-destination activities.
The consolidation of our in-destination operational safety management is driving increased operational
efficiency and enabling us to lead the way with a risk-based safety management approach, maximising the
use of data from across TUI and from key industry partners.
TUI has implemented a group-wide incident reporting system (Riskonnect), more effectively enabling us to
view consolidated data and safety related trend analysis. 5,746 health and safety incidents were reported
this year including 1,638 for COVID-19.
Group SHS develops and aligns Group-wide security standards in close corporation with the business units
and supports the local implementation, such as the development and implementation of a guideline for protest
and demonstration hand-ling in retail stores across our key markets. TUI has established an internal Group
Security Forum, which brings together all markets and business units to strengthen security corporation,
share best practices and work closely together to set aligned security standards. As a result of the COVID-19
pandemic security risk assessments in third party hotel units had to be postponed to financial year 2022.
Operationally we have worked to adapt to the evolving COVID-19 environment reviewing and updating
protocols to support the operational restart and increasing customer volumes. We have reviewed the
requirements from our Source Markets and our destinations and led work to procure COVID-19 testing
solutions for colleagues and guests. For example for the UK market where the government required PCR
testing on return to the UK, we established a contract with Chronomics to provide cost effective testing
solutions for all TUI UK customers and travelling collegues.
Working on a safe return to operations has been a continued focus throughout financial year 2021 supporting
the business with measures required in response to COVID-19 whilst maintaining a focus on the other safety
related risks. In partnership with specialist assessment industry partners, TUI has conducted 4,347 safety
assessments across our portfolio using a multi-layered assessment approach. TUI has also implemented a
data driven, digital process which enables the sharing of safety related data from our RIU hotels. TUI Hotels
and Resorts COVID protocols have been regularly updated to meet the changes in requirements relating to
the prevention of the virus, Group Security, Health and Safety (SHS) continue to support TUI Hotels and
Resorts with technical guidance. The management of COVID-19 within our owned and managed hotels
remains a key focus, however is now business as usual activity within these hotels and will remain so for the
foreseeable future. Strong hygiene concepts are the key to reducing the risk of spread COVID-19 as well as
many other infectious diseases and we will continue to promote this activity.
Our airlines and cruise lines have continued to ensure appropriate health and safety protocols are in place
for our passengers, colleagues and contracted suppliers meeting industry and international standards.
Group SHS is supporting the strategic direction of the business and ensuring that TUI remains a brand that
can be trusted by our customers, clients, colleagues, and industry partners.
S E C U R I T Y
In October 2020, TUI unified operations for Security, Health & Safety, Crisis, Business Continuity Management
and Occupational Health. As such, security expertise in the markets was centralised to align destination and
corporate security. Both security functions have large crossovers in scope and expertise with responsibility
to support TUI business units across the globe when actioning security-related risk management.
O C C U PAT I O N A L H E A LT H A N D S A F E T Y
TUI is determined to ensure all employees are given appropriate support to ensure their physical and mental
health and occupational safety. The business ensures compliance with all applicable occupational health and
safety standards and offers a varied ‘TUI-fit’ package of services with professional support.
At the Hanover site, for sports courses, we offer health-related talks and measures (TUI Wellbeing Days),
various forms of health coaching and nutrition counselling to (preventive) medical check-ups and chiropractic
therapy. In Luton TUI offers a package of wellbeing services such as guided meditation and mindfulness
sessions. Especially in times of crisis TUI attaches great importance to support our employee’s mental health.
Various internal and external counselling offers are implemented across the Group. That includes training
managers to identify and prevent psychosocial risks, offering access to an Employee Assistance Programme
24 / 7 or offering information and webchats on mental health via internal channels.
In addition, intensive dialogue within TUI serves to analyse TUI Group’s structure in the pursuit of common
processes and shared standards. Some of the ´TUI-fit´ offers have had to be paused because of the
COVID-19 pandemic and to ensure our compliance with local government regulations. Where possible, digital
versions were offered instead.
C R I S I S M A N A G E M E N T A N D B U S I N E S S C O N T I N U I T Y
TUI operates Group wide crisis and business continuity protocols and governance modules. They were
successfully applied, in particular, during the COVID-19 pandemic.
Apart from aggregating data and analysing the local situation, our event management frameworks ascertain
how guests and employees are affected and what support they need. This will be enhanced by the intro-
duction of a Group wide crisis management system software for monitoring, escalation and managing of
day-to-day incidents and crisis by the end of 2021. With the ability to work individually within each business
and to come together as a group when needed with oversight and direction at a group level, 24 / 7 control
centers in different source markets form the basis for fast and pertinent responses to critical events, with
the additional support of our destination teams.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
8 2
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Experienced crisis managers work within a team to cover areas such as customer, commercial, communications
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.
In 2021 we embarked on three key areas of alignment across the Group, which includes the Group crisis
system software, which will be implemented in all markets, at the airlines, the cruise, Hotels & Resorts, and
TUI Musement. In addition, both the Group Crisis Manual and the Group Business Continuity Manual have
been reviewed, amended, and cascaded to all areas of the business. All projects have included representation
from all business areas and have been successful in re-writing our roles and responsibilities but also with an
enhanced governance process supported by Group SHS.
C O V I D -19 PA N D E M I C
We moved the COVID-19 crisis back into business as usual in October 2020 while still continuing to support
as required. The reporting and manageing of COVID-19 cases became part of the regular Health & Safety
illness processes including the required protocols to mitgate risk. In addition Group SHS continue to update
all business areas with the latest destination information as approved by government affairs. Understanding
and communicating the country information has been challenging and we have supported projects including
an on-line travel restrictions system as a solution for customers and colleagues.
Group SHS continued working in collaboration with occupational health teams across the Group. Implemented
measures like hygiene and distance rules were reassessed and adjusted in the light of the current situation
and the applicable legal requirements on a regular basis. It is important to work as globally as possible but
as locally as needed, to ensure each countries strict rules and regulations are implemented, whilst embedding
best practice across the Group for the benefit of our colleagues. In Germany for example an interdisciplinary
team implemented measures required by regulations like e. g. SARS-CoV– 2 occupational health and safety
regulation at the campus Hanover, which were shared with other German business units as best practice. In
addition to mandatory COVID-19 trainings continuous communication on COVID-19 information was ensured
via internal channels.
We coordinated step-by-step re-opening of operations and established safe working conditions to reduce
the risk of infection. This work continues and will do so for many months to come.
Respecting human rights
TUI Group respects all internationally proclaimed human rights as specified in the International Bill of
Human Rights and expects the same of our suppliers and business partners. Modern slavery and its
components of forced labour and human trafficking are of particular concern given their egregious nature
and increasing prevalence.
Modern Slavery Act Statement on www.tuigroup.com/en-en/sustainability/msa
In accordance with applicable law, conventions and regulation, TUI is committed to respecting human rights
throughout its worldwide operations. We have a number of policies and initiatives in place to monitor,
identify, mitigate and prevent human rights impacts in line with the UN Guiding Principles on Business and
Human Rights, and will take remedial action where necessary.
In September 2014, TUI signed up to the UN Global Compact, committing the Group to 10 universally
accepted principles in the areas of human rights, labour, environment and anticorruption. In 2012, TUI signed
the UN World Tourism Organisation’s (UNWTO) Global Code of Ethics – further underlining our commitment
to respecting human rights.
We have a working group on human rights, drawing on senior management from major departments across
our business to help with the continuous process of analysing potential human rights risks. We also sit on
the Boards of the Global Sustainable Tourism Council (GSTC) and Travelife, both of which are addressing
these issues through sustainability certification standards.
TUI Group has a number of policies and procurement processes in place focused on the prevention of human
rights violations and modern slavery.
• The Global Employment Statement applies both to our own employees and to our contractual partners.
Its focus is the fair and respectful treatment of employees at all levels and compliance with applicable law
and industry standards.
• The Employee Code of Conduct, the ‘Integrity Passport’, commits us to respect and observe human
rights. TUI Group employees are also encouraged to report any wrongdoing to the ’Speak Up’ Line.
• The Supplier Code of Conduct sets out the minimum standards we expect from suppliers. The code
includes guidance on human rights and labour laws, bribery and corruption, environmental impacts and
support for local communities.
• We have incorporated environmental and social requirements into contracts for our accommodation
suppliers as well as other areas of procurement.
8 3
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
We require our hotel suppliers to implement credible sustainability 3rd party certifications recognised or
approved by the Global Sustainable Tourism Council (GSTC). Schemes approved and / or recognized by GSTC
mandate the highest standards of human rights, child protection and social welfare in the tourism industry.
A key focus is raising awareness of human rights across our business. The e-learning sessions have been
integrated into TUI People, a global internal HR and learning platform, which is a more efficient and better
tool to track completion. Airline crews in the UK, Nordics and Germany receive Vulnerable Children &
Trafficking Training during their inductions, where they learn about how to spot trafficking and what to do.
TUI Group supports a number of projects and partnerships to protect human rights in our destinations. We
raise awareness of modern slavery at TUI hotel partner conferences and support Travelife with road shows.
TUI Group is a founding member of the World Travel and Tourism Council’s Human Trafficking Task Force to
work closer with the whole tourism sector in preventing human trafficking.
Our internal Child Protection Guidelines now also include information for our colleagues on ‘voluntourism’
and visits to orphanages and schools, what activities are currently being offered on the market, the issues
surrounding it and what TUI is doing to this respect, including prohibiting any type of visits to orphanages
during TUI activities and no interaction between local children and TUI guests during any activities.
T U I J U N I O R A C A D E M Y
The TUI Care Foundation and Mentor International continued to work together on a mentoring programme
to empower more than 800 young people from vulnerable communities in Jordan and Sweden. The programme
focused on schools in socially vulnerable areas, targeting students (13– 17 years old) who are refugees or
struggling to integrate. Workshops designed to strengthen self-esteem, social inclusion and parental in-
volvement aimed to support the young people’s development, reduce isolation, improve school results,
strengthen school-to-work transition and motivate and support the young people to thrive. Due to the restric-
tions of COVID-19, workshops continued either online or on a rescheduled timetable. The programme also
involved the recruitment of volunteers by Mentor and TUI Care Foundation from local communities, including
employees from across TUI Group, to lead and take part in inspirational and motivational workshops.
Employee matters
The COVID-19 pandemic again posed significant challenges for the tourism sector and hence also TUI Group,
our HR Departments and our employees in financial year 2021. The lifting of some restrictions in Summer
and Autumn 2020 was followed by renewed massive travel and contact restrictions in Winter 2020 / 21 and
Spring 2021. This required us to continue systematically on the measures already launched in 2020 to reduce
staff costs. As we press ahead with our ongoing transformation and restructuring projects, TUI is moving
towards its goal of future-proofing the Company and successfully counteracting the long-term effects of the
COVID-19 pandemic. The ongoing transformation and restructuring projects were continued and consistently
driven ahead. In financial year 2021, key drivers were our digitalisation strategy and the transformation
to a digital platform company. With the launch of the ‘TUI Way of Working’, we are seeking to reach global
agreement on a new way of working and develop a shared vision for the future of work at TUI. In addition, a
number of strategic HR projects were completed or continued in the period under review. In the next few
months, we will focus on developing a new People Strategy with our new Chief HR Officer and Labour Director.
The strategy will create an HR view of the portfolio and also address the HR function as such. Its goal is to
make the HR function even more modern and enhance its efficiency while aligning our HR activities to the
changing requirements that define the world of work in our future digital platform company.
C O V I D -19
Due to the persistent COVID-19 pandemic and the uncertain market environment, staff costs had to be kept
at a low level. The measures already adopted in the previous financial year such as salary cuts, unpaid leave,
vacancy freezes and other measures to reduce staff costs were therefore continued in financial year 2021 for
the duration of restricted business operations. Since April 2020, short-time work benefit programmes have
been agreed for all German Group companies, and they have been extended for financial year 2021 and beyond.
In financial year 2021, Group companies also benefited from state-supported programmes and measures
available in other countries. Some of these programmes have already been terminated or will successively
end in the wake of the gradual lifting of restrictions to contain the COVID-19 pandemic.
In Spring and Summer of financial year 2021, booking numbers rose again as travel and contact restrictions
were increasingly lifted, so that business operations were gradually resumed. Hotels and destinations were
allowed to reopen in many places. Consequently, many employees returned to work, with some of them
having spent several months on short-time work arrangements or other state-sponsored programmes. New
projects were launched and some projects that had been suspended were resumed. In order to support the
return of people to their teams and workplaces, a ‘reboarding toolbox’ was provided in the TUI Learning
Lounge. This toolbox comprises, for instance, tips for the optimal use of Microsoft 365 and a refresher on
TUI’s values as well as information on health and well-being offerings.
8 4
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
G L O B A L R E A L I G N M E N T P R O G R A M M E
Apart from the operational measures to cut staff costs, TUI’s transformation was driven further ahead in
financial year 2021. The consistent implementation of our Global Realignment Programme will serve to bundle
our strengths and secure and expand our market position. The Global Realignment Programme comprises
various projects in the core functions, Markets & Airlines as well as TUI Musement. The focus of the trans-
formation is on platforms and cost-efficient structures, increasing digitalisation and process automation.
The programme goes hand in hand with job cuts, which for the most part were implemented or agreed by
the end of financial year 2021.
The implementation of the transformation projects is actively supported by our global and local HR Business
Partners. This includes the measures taken in cooperation with the local co-determination bodies as well as
support and advice for our executives in the transformation process as new global organisational structures
have been defined. These were also implemented in the global HR IT Platform TUI People in order to reflect
the current structure of the organisation.
Regular reports about the Global Realignment Programme are presented to the Group Executive Committee
and the Supervisory Board. The employees and executives, too, are continually updated about the current
situation, the transformation plans and changes within TUI Group via e-mail and through the intranet.
‘ T U I W AY O F W O R K I N G ’
Before the pandemic, TUI Group was well on its way towards becoming a Digital Platform Business. This
evolution has accelerated even faster due to COVID-19. This resulted in new requirements for the daily local
and global cooperation of our employees. In March 2020, a large part of the work was switched to mobile
working, which was also continued in the financial year 2021. Mobile working using web-based applications
has become the norm for many employees and will also shape future collaboration. Reflecting these unique
circumstances, we have created the TUI Way of Working to provide a holistic framework for all the challenges and
the world of working of tomorrow.
The TUI Way of Working is our common vision of what work at TUI looks like and how it is organised on a
global level, which can be adapted locally. We will use it to create a culture of trust that enables a sense of
belonging for colleagues, wherever they choose to work, giving them flexibility whilst keeping performance
and efficiency high. The key message for this vision is that ‘work is something we do, not somewhere we go’.
TUI Way of Working
Workplace
Organisation
Leadership
Technology
Culture &
Mindset
The TUI Way of Working contains four building blocks that focus on Leadership, Workplace, Technology and
Organisation, with our Culture and Mindset providing a firm foundation for the whole concept. Naturally, our
Culture and our Mindset are shaped by the central TUI values of ‘Trusted, Unique, Inspiring’.
• Culture & Mindset: We create a sense of belonging, with the TUI Values as our shared foundation, and
strive to find new learning opportunities and help each other grow.
• Leadership: Our leaders embrace change, empower our teams, and create an environment based on trust
and openness.
• Workplace: We choose hybrid formats and encourage use of our office spaces for creativity, networking,
and collaboration.
• Organisation: Our global teams and agility are the framework for our organisation, enabling an environ-
ment that fosters innovative ideas.
• Technology: We will provide and use technology to optimise our hybrid working and collaboration opportunities.
The TUI Way of Working was launched globally in August 2021. Initial initiatives and programmes were
implemented in financial year 2021, in particular in the areas of Leadership, Workplace and Technology.
Further development is planned for financial year 2022.
8 5
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
8 6
L E A D E R S H I P
The second half of financial year 2021 saw the launch of ‘Global VIBE’ (Vision, Inspire, Build Teams, Execute),
the Group-wide development programme for executives, in the framework of the TUI Way of Working. This
programme enables our executives to expand their knowledge and build their skills, helping them in
particular to bring the new global teams together and lead them. The learning content is provided in a
virtual environment in the format of 60-minute master classes on the top themes, complemented by the
Global VIBE Toolkit for in-depth learning. Executives also have the opportunity to engage and exchange with
the Peer-to-Peer Learning Community and learn from one another. In financial year 2021, a total of 246
executives took part in three master classes. The Global VIBE Toolkits were retrieved 1,779 times, and
123 executives joined the MS Teams Learning Community.
‘How2’ is another leadership programme seeking to develop knowledge and skills for all new executives and
ensure that they are able to fully exercise their roles. The programme consists of six modules, offering
different online formats such as e-learning modules, teamcasts and facilitated meetings. 223 employees had
been admitted by the end of the financial year under review. The programme will kick off at the start of
financial year 2022.
W O R K P L A C E
The new Group-wide TUI Workwide programme was rolled out in August 2021 and enables employees to
work abroad for up to 30 workdays per year if their role allows this. This makes TUI Workwide a key module
in the TUI Way of Working. Trust is one of TUI’s key values. That is why the programme was designed with a
maximum of flexibility in mind. Our employees can freely choose where to work, the focus is on outcomes.
By the end of September, as many as 69 employees had applied for or participated in TUI Workwide. The
most popular countries for our employees to spend their TUI Workwide assignments are Spain, Greece and
Portugal. Ten employees requested to be given the opportunity to stay the full 30 workdays abroad. On an
average, employees apply for eight workdays of work abroad in the framework of TUI Workwide. More than
one third of all applications were from Germany, followed by the UK and Spain.
Another project related to the Workplace module is the TUI Campus project in Hanover. It aims at combining
three locations into one central site in Hanover. In this context, TUI focuses, among other things, on a shared-
desk concept in order to create a modern and contemporary work environment for eight companies under one
roof.
T E C H N O L O G Y
The TUI Way of Working requires a high-performance IT landscape. With Microsoft 365, we have already
responded to that need in order to facilitate e. g. hybrid work. An efficient HR system is also required.
That is why TUI continued to drive the expansion of its global HR IT platform TUI People further ahead in
the period under review, focusing on various aspects including the alignment and digitalisation of processes.
In Switzerland and the Nordics, the new core HR system Employee Central was initiated with success. It will
be rolled out in other countries in future. TUI People was also expanded to include a digital desktop assistant
in September 2020, which was further rolled out in the period under review. The assistant offers practical
step-by-step instructions to facilitate the use of TUI People. In addition, the 360° feedback tool for TUI
Musement went live. Moreover, Language Mentoring was launched as a pilot project, enabling our employees
to improve their foreign language skills as mentees or teach language skills as mentors. Another milestone
was reached with the further consolidation of ten recruiting processes into two global processes aligned with
the global process strategy.
The TUI Way of Working will only be successful if TUI also strengthens the sense of belonging in a hybrid-
working environment. We need to ensure that colleagues who work elsewhere are also part of the team,
feeling like they belong and can live the TUI values. For this, TUI will arrange activities – both globally and,
especially, locally – which encourage use of our offices as places of exchange, engagement, creativity and
learning.
O T H E R H R P R O J E C T S
E M P L O Y E E L I S T E N I N G
The COVID-19 pandemic has caused a volatile work situation at TUI, which led to the decision to pause the
TUIgether employee survey in 2020, as it would have delivered an incomplete snapshot without generating
a profound data base for future decisions. As part of the crisis response, local business surveys were carried
out to provide support to their employees during those challenging times and to gain insights to support the
design of a future hybrid work model. In autumn 2020 the businesses in Germany, UK&I as well as Belgium
and the Netherlands conducted specialised surveys about their employees’ experience with working from
home. Within the UK&I 769 out of 1,661 participants are planning to come back to the office on one or two
days a week. In Belgium and the Netherlands the majority of participants stated that they are either generally
satisfied (54 %) or very satisfied (36 %) with home / telecommuting. Other parts of TUI Group recently went
through a major transformation, e. g. TUI Musement and Group IT Domain, and therefore focused their local
surveys on transformation topics and agility. Even once the pandemic’s impacts are reduced, TUI will still be
faced with a fast-paced and digitalised work environment. The chosen path for the future is therefore to
evolve into a more holistic Listening approach with a focus on Employee Experience. This concept will focus
on three main types of surveys, that each will be tailored to the specific needs of different participant
groups. Lifecycle Surveys will focus on key moments in the Employee Journey to capture feedback that
significantly impacts employee experience (e. g. Onboarding, Change of roles, returning from parental leave).
Business Insight Surveys will be triggered by insight needs on topics for a specific target group of employees
(e. g. transformation). The Global People Surveys are short (pulse) survey(s) for all TUI Group employees
with focus on Engagement and other topics with a strategic impact.
It is the mid- / long-term ambition to create a holistic view of needs during the different stages of the lifecycle,
and for different employee segments, enabling better data driven decisions about to best evolve our processes,
culture, and ways of working.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
8 7
T U I L E A R N I N G
The strategic Learning@TUI approach supports employees and executives around the world with a great
variety of learning content in the framework of leadership and management programmes. The goal is to
enable our employees to assume responsibility for their own growth and career in a world characterised by
constant change. In financial year 2021, TUI People offered more than 1,253 online programmes and 489
in-person schemes. More than 200,000 trainings were completed in TUI People in the period under review.
The number of trainings offered in Summer 2021 reflects the increasing resumption of our business operations.
In June 2021 alone, the number of training sessions successfully completed rose from around 14,000 in the
prior year to 40,000. During the COVID-19 pandemic, our employees also had access to other attractive devel-
opment opportunities such as the TUI Learning Lounge, the TUI Academy and the master classes. In Germany,
the TUI@University and TUI@Expertise programmes were resumed in September 2021. TUI@University
supports our employees wishing to enrol at university alongside their jobs, while TUI@Expertise offers further
training and continuing professional development, e. g. for business administrators or economists.
In IT, the new learning tool ‘for:ward’ was successfully rolled out. for:ward is a programme offering employees
the opportunity to learn new skills and acquire new knowledge. Due to the changes in our business, we
need to adjust our IT roles and create a learning organisation culture. for:ward offers a basis to support the
development of the IT Domain Organisation. The programme is open for all employees in the IT Domain
Organisation. To this end, for:ward offers participants two options: learning on demand or learning with the
support of an external partner. Employees can apply for a licence that includes access to the highest-ranking
business and technology programmes. The second option, also supported by the external partner, relates to
role transition. Learning paths have been established for certain roles that either develop employees into a
new role or deepen their expertise in their current role. Employees can spend 30 % to 50 % of their working
hours on this programme for five to six months and complete the learning path at their own pace.
P E R F O R M A N C E & TA L E N T M A N A G E M E N T
In the light of the special conditions driven by the COVID-19 pandemic, it was important to offer our employees
clarity and guidance. In order to offer our employees a simple tool to engage in dialogue, we continued
to provide a ‘light’ version of our global Performance & Talent Management format Great Place to Grow.
In doing so, we not only encourage all executives and their teams to provide feedback, but can also check
their progress and show appreciation for their performance and engagement.
In the TUI Musement segment, Great Place to Grow was accompanied by the launch of the Objectives Key
Results (OKR) concept. OKR is a collaborative tool for defining objectives, used by teams and organisations
to set challenging, ambitious short-term goals with measurable results. The ‘objectives’ describe the goals
employees are seeking to achieve. The ‘key results’ stand for the levers employees will use to reach their
goals. The approach is supported by the overarching key values Transparency and Cooperation. The introduc-
tion of the OKR concept supports our employees in understanding the corporate strategy and aligning their
day-to-day work to this strategy. The concept also enables teams to work together effectively and to deliver
shared priorities in a fast-paced environment while continuing to improve and innovate.
R E C R U I T I N G & TA L E N T A C Q U I S I T I O N
In Recruiting und Talent Acquisition, the focus in the completed financial year was on Talent Acquisition
Transformation, aiming to digitise processes in this area. The first phase of the digital Talent Acquisition
Transformation was completed with the harmonisation of the recruitment processes and tools in most of our
customer-facing units and in Early Careers. and we are now ready to launch the campaign in October 2021.
TUI works with a software providing a fully digital measurement and selection process, which improves the
candidate experience in a cost-efficient, consistent manner. In financial year 2022, the recruiting processes
and tools will be aligned and adjusted across markets and platforms. The goal of the campaign is to strengthen
the TUI employer brand across all recruiting channels and tap new recruiting markets to win the best talents
for TUI.
E A R LY TA L E N T S
The COVID-19 pandemic continued to affect our training activities in the period under review. Most selection
processes, trainings and meetings were carried out in a virtual format. Learning materials such as e-learnings,
presentations and specialist articles were, for instance, provided in the Trainee Learning Lounge. In the last
few months of the financial year, many trainees returned to their workplace in travel agencies or the tour
operator. In Hanover, an information week was held with an in-person format, taking account of the relevant
hygiene measures, to enable the new trainees and sandwich course students to visit locally and get to know
their employer TUI. In Summer 2021, our junior company ‘TUI Youngsters’ also resumed operation, attracting
attention with a range of marketing activities. Students enrolled in a practice-oriented dual study programme
completed their first project by progressing the portfolio of activities and overall framework for ‘TUI Youngsters’.
They also partnered with the youth and trainee representatives to generate new ideas and update existing
concepts. It was important to ensure the quality of training in the mobile work space and to offer a contact
person who will be available to the trainees and dual study programme participants at all times.
At the end of September, TUI employed 250 trainees in Germany, with women accounting for around 72 %
of these. The trainee ratio was 3.3 %. In financial year 2021, 147 trainees successfully completed their train-
ing and around 37 % of them were given a further contract.
In the UK, 83 % of all trainees were furloughed during the COVID-19 pandemic. In spite of these circumstances,
22 apprentices successfully completed their training. Thanks to positive ratings by our trainees, we won the
myApprenticeship Award, ranking us among the Top 100 apprenticeship employers in 2020 / 21. In the course
of Summer 2021, we resumed the recruitment of early talents in the UK. With our campaign we were able to
recruit new graduates, e. g. in data science and analytics. In October 2021, further campaigns will follow to
fill internal and external apprenticeships and internships for university graduates.
D I V E R S I T Y & I N C L U S I O N
In financial year 2021, we continued our efforts to promote diversity, inclusion and equal opportunities. To
enhance the measurability of the progress delivered, the diversity reporting launched in 2019 was repeated
and further expanded in the financial year under review.
With the TUI Global Employment Statement and as a signatory to the UN Global Compact, we have made a
clear commitment: We do not accept any discrimination based on national origin 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.
As in previous years, various indicators relating to the proportion of women in managerial functions and in
the overall headcount were reported this year as part of our diversity activities. The proportion of women in
the overall headcount declined to 54.6 %. While TUI delivered increases in the proportion of women in
managerial functions in the period from 2017 to 2019, the numbers remained flat or declined in the prior
year and in the period under review. However, the proportion of women on the Senior Leadership Team rose
slightly year-on-year.
Proportion of Women in Leadership 2017 – 2021
in %
45
40
35
30
25
20
15
40
34
25
17
42
35
29
25
38
36
33
27
35
33
29
26
34
28
27
17
2017
2018
2019
2020
2021
Proportion of Women in Management
Executive Board
Senior Leadership Team
Ø German Supervisory Board
For Germany (TUI AG, TUI Deutschland, TUI fly), voluntary targets were defined in 2020 for the period until
2023, in accordance with the statutory requirements of the German Stock Corporation Act and the Act on
Limited Liability Companies. The first of these targets for 2023 were achieved in the period under review.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
8 8
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
Proportion of women in managerial positions
in %
TUI AG
Supervisory Board
Executive Board
First management level below Executive Board
Second management level below Executive Board
TUI Deutschland
Supervisory Board
Executive Board
First management level below Executive Board
Second management level below Executive Board
TUI fly
Supervisory Board
Executive Board
First management level below Executive Board
Second management level below Executive Board
30 Sep 2021
30 Sep 2020
Target 2023
40
1 woman
30
2 women
24
24
33
25
22
44
25
0
20
47
25
22
44
40
27
52
33
0
13
45
30
at least
1 women
25
30
30
25
30
40
30
20
30
40
C O R P O R AT E G O V E R N A N C E
See declaration in the Corporate Governance Report on page 116
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
P E N S I O N S C H E M E S
Many TUI Group companies offer their employees pension schemes in the form of direct benefits or through
an occupational providence fund, or else by paying in additional employer contributions to pension insurance.
In Germany, collective contracts have been concluded with an insurance undertaking in order to meet the
legal entitlement to deferred compensation.
E M P L O Y E E R E P R E S E N TAT I V E S
TUI and the employee representation bodies intend to maintain their active response to the requirements of
digital transformation and the ever-changing world of work and are seeking to shape the future together.
TUI Group has various co-determination bodies at national and international, company and supra-company
level. The Group Works Council represents the interests of employees in German companies at the highest
level in accordance with legislation on industrial relations.
In financial year 2021, both the Group Works Council and the local works councils in Germany as well as the
co-determination bodies in other countries engaged in permanent constructive dialogue and concluded
company agreements, e. g. on the introduction of short-time work benefit schemes and similar state support
programmes, delivering a key contribution to coping with the COVID-19 pandemic. In addition, the required
agreements, e. g. for the TUI Campus project and the for:ward learning programme, were concluded.
At a European level, the TUI Europe Forum (TEF) offers an information and consultation process for
cross-border measures affecting the interests of employees in Europe. TUI’s Europe Forum represents the
interests of employees in companies outside Germany, thereby playing an important support and inte-
gration role. In financial year 2021, 40 employee representatives from 13 countries were delegated to the
Forum. The Forum continues to address all transformation projects in the Global Transformation Programme
and the shift to a domain structure. Further topics addressed by the TEF in the period under review include
the European changes associated with the cross-border holding structure for all TUI Group airlines and a
range of strategic projects in other European countries. In April 2021, the TUI Europe Forum adopted the
Common Social Understanding as a shared Memorandum. It creates uniform minimum standards for talks
about terminating employment, support for professional reorientation and options for potential rehiring.
E M P L O Y E E I N D I C AT O R S
In financial year 2021, staff numbers increased by 4.7 % to 50,584. While an increase in the headcount was
driven by the reopening of hotels and destinations in Hotels & Resorts and TUI Musement, an opposite
effect was attributable to the implementation of the Global Realignment Programme. Of the 8,000 roles
potentially impacted as part of the programme, we have a reduction of more than 7,000 already completed
or agreed by the end of financial year 2021. Staff numbers also fell due to further measures to cut costs, e. g.
by leaving vacancies open.
8 9
Personnel by segment 1
Hotels & Resorts
Cruises2
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
TUI Group
30 Sep 2021
30 Sep 2020
Var. %
21,508
57
5,381
26,946
9,011
7,492
4,833
21,336
2,302
50,584
16,041
64
4,708
20,813
10,746
8,940
5,602
25,288
2,229
48,330
+ 34.1
– 10.9
+ 14.3
+ 29.5
– 16.1
– 16.2
– 13.7
– 15.6
+ 3.3
+ 4.7
1 Includes all employees of TUI companies with active employment contracts, i. e. also employees who were on short-time working or
similar government programmes at the balance sheet date.
2 Excludes TUI Cruises (JV ) employees. Cruises employees are primarily hired by external crew management agencies.
H O T E L S & R E S O R T S
In Hotels & Resorts, the headcount grew by 34.1 % to 21,508. Riu recorded an increase in staff numbers
of 36.3 % to 8,349, above all due to the reopening of hotels in Spain, Jamaica and Cape Verde. Robinson
reported an increase in its headcount of 83.5 % from 2,596 to 4,763. This growth resulted primarily from the
reopening of clubs in Turkey, North Africa and the Maldives. TUI Blue and the Northern hotels also recorded
headcount increases.
C R U I S E S
The headcount in the Cruises segment declined by 10.9 % year-on-year to 57.
T U I M U S E M E N T
In financial year 2021, the headcount in TUI Musement rose by 14.3 % to 5,381. The increase was driven
by the gradual reopening of destinations, in particular in Spain and Greece.
N O R T H E R N R E G I O N
Northern Region recorded a year-on-year headcount decline of 16.1 % to 9,011. In the UK, staff numbers
decreased by 16.2 % from 9,966 in the prior year to 8,353. This is attributable to retail shop closures and
reductions in the Tour Operator and Airline sectors. In the Nordics, staff numbers in the Tour Operator and
Airline sectors declined by a total of 15.6 % to 658.
C E N T R A L R E G I O N
The headcount in Central Region declined by 16.2 % year-on-year to 7,492. In Germany, staff numbers fell by
17.3 % from 7,326 to 6,061, in particular due to restructuring measures in the Airline, Tour Operator and
Retail segments. Staff numbers in Austria decreased by 17.7 % to 431 following travel agency closures. In
Switzerland, the headcount declined by 21.0 % to 357 due to restructuring measures. In Poland, the
headcount remained nearly flat year-on-year.
W E S T E R N R E G I O N
The headcount in Western Region declined by 13.7 % year-on-year to 4,833. This was driven by declines
in the Retail, Tour Operator and Airline sectors in Belgium and the Netherlands. In France, staff numbers
declined by 43.7 % to 535 due to restructuring measures.
A L L O T H E R S E G M E N T S
Overall, the headcount rose by 3.3 % year-on-year to 2,302. The number of employees working for Head
Office functions in Germany fell by 8.0 % to 658, including 277 employees working for TUI AG. The number
of employees working for Head Office functions in the UK remained nearly flat year-on-year. The headcount
in IT rose by 19.6 % year-on-year to 879. The Future Markets segment recorded a decline in its headcount of
4.8 % to 357.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
9 0
Personnel by region*
TUI GROUP
2021 | 50,584
(48,330)
3,853
(3,080)
9,050
(10,478)
11,253
(12,028)
7,592
(8,841)
GERMANY
OTHER
EUROPE
NORTH AND
SOUTH AMERIC A
GREAT BRITAIN
10,938
(8,339)
OTHER
REGIONS
SPAIN
7,898
(5,564)
* By domicile of company
In brackets: previous year
E M P L O Y E E I N D I C AT O R S
Age Structure (30 SEPTEMBER 2021)
27.7
31 – 40 years
25.2
41 – 50 years
Seniority (30 SEPTEMBER 2021)
3.4
over 30 years
51.2
up to 5 years
TUI Group
%
TUI Group
%
4.0
up to 20 years
19.9
over 50 years
23.2
21 – 30 years
12.8
6 – 10 years
13.4
21 – 30 years
19.2
11 – 20 years
in %
in %
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
9 1
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
9 2
Employment structure
Anti-corruption and anti-bribery
TUI Group
Germany
Details of TUI Group’s anti-corruption and anti-bribery measures are presented in the Corporate Governance section on
Compliance from page 118 in this Report.
Limited Assurance Report regarding the Combined Non-Financial Declaration
The Group Audit department of TUI Group performed a limited assurance review of the combined non-financial
declaration for financial year 2021. The work was conducted in accordance with the International Standard
on Assurance Engagements (ISAE) 3000 (revised).
The audit work comprised in particular the assessment of the materiality analysis used and the concepts
specified on the basis of interviews and the collection and review of relevant records and evidence to evaluate
data collection, validation and reporting processes and the reliability of reported data. In addition, inquiries
of employees and directors responsible for determining the above matters at Group level were conducted,
and the overall presentation of the declaration was assessed.
In financial year 2021 we focused specifically on the effects of the COVID-19 pandemic and climate – related
matters.
Based on the procedures performed and evidence obtained, nothing has come to the attention of Group
Audit that leads Group Audit to believe that the combined non-financial declaration for financial year 2021,
in all material aspects, is not accurate, appropriate, or in line with legal requirements.
in %
30 Sep 2021
30 Sep 2020
30 Sep 2021
30 Sep 2020
Number of employees
Employees, female
Females in management positions
Employees in part-time, total
Employees in part-time, female
Employees, fixed-term employment contract
50,584
54.6
28.2
16.3
25.9
22.5
48,330
57.8
28.5
20.1
30.3
18.2
7,592
66.1
31.0
40.3
52.1
5.1
8,841
66.2
31.4
40.4
52.2
8.8
Personnel costs
€ million
Wages and salaries
Social security contributions
Pension costs
Total
2021
2020
Var. %
1,393.1
193.7
119.3
1,706.1
1,871.6
247.1
142.3
2,261.0
– 25.6
– 21.6
– 16.2
– 24.5
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 employees to sustainably participate in the Company’s targets. In
addition, the Senior Leadership Team can participate in a long-term share-based compensation programme
based on the allocation of virtual shares.
In the period under review, TUI Group’s personnel costs decreased from € 2.3 bn in previous year to 1.7 bn.
The year-on-year decrease in expenses for wages and salaries and social security contributions in financial
year 2021 mainly results from the decline in average staff numbers across the Group due to the COVID-19
crisis as well as initial reorganisation effects, including from the Global Realignment Programme. In addition,
substantial savings were generated through a range of measures including short-time work benefit schemes
and other government-sponsored programmes, e. g. the job Retention Scheme in Great Britain, to save jobs.
In the course of the gradual relaxations in the context of the COVID-19 crisis, these have already been partly
terminated or are gradually being phased out. Moreover, restructuring costs were lower year-on-year in
financial year 2021.
A NNUAL FINA NCIAL STATE ME NT S OF T UI AG
The annual financial statements of TUI AG were prepared in accordance with the provisions of the German
Commercial Code (HGB), taking account of the complementary provisions of the German Stock Corporation
Act (AktG), and audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover. They are published in
the Federal Gazette. The annual financial statements have been made permanently available on the Internet
at www.tuigroup.com.
In the present Annual Report, the Management Report of TUI AG has been combined with the Management
Report of TUI Group.
R E V E N U E A N D O T H E R O P E R AT I N G I N C O M E
The decrease in revenue in the financial year under review mainly resulted from lower management revenue.
The increase in Other operating income was primarily attributable to the divestment of shareholdings. In
September 2021, the stake in TUI Cruises GmbH was sold to Preussag Beteiligungsverwaltungs GmbH IX
with a gain on disposal of € 1.5 bn. Exchange gains declined year-on-year. These gains were offset by expenses
incurred for exchange losses, carried in Other operating expenses. Other operating income also included
income from intercompany service recharges, compared with expenses passed on to TUI AG from other
Group companies, shown in Other operating expenses, as well as income from the reversal of an allowance
on a loan settled in the financial year under review and income from the reversal of provisions no longer
required. The prior year’s Other operating income had mainly reflected the disposal of the stake in Hapag-Lloyd
Kreuzfahrten to TUI Cruises.
Earnings position of TUI AG
Income statement of TUI AG
€ million
Revenue
Other operating income
Cost of materials
Personnel costs
Depreciation
Other operating expenses
Net income from investments
Write-downs of investments
Net interest
Taxes on income and profit
Profit after taxes
Other taxes
Net profit for the year
2021
33.9
1,750.3
11.3
39.6
4.5
471.8
– 381.1
1,180.3
– 191.1
– 2.8
– 492.7
– 1.3
– 491.5
2020
Var. %
E X P E N S E S
Personnel costs declined versus financial year 2020. The decline in wages and salaries results in particular
from the initiation of short-time work benefit schemes due to the COVID-19 pandemic. The expenses for
pension plans declined primarily due to lower additions to pension provisions.
39.0
750.3
13.8
45.3
3.1
455.7
– 984.8
1,556.8
1.3
1.8
– 2,270.6
2.1
– 2,272.7
– 13.1
+ 133.3
– 18.1
– 12.6
+ 45.2
+ 3.5
+ 61.3
– 24.2
n. a.
n. a.
+ 78.3
n. a.
+ 78.4
Other operating expenses mainly comprised the expenses for exchange losses, cost of financial and monetary
transactions, charges, fees, services, impairment charges, other administrative costs as well as expenses
for the intercompany recharges of services. While capital procurement costs incurred in connection with the
financing measures and expenses for intercompany services rose, write-downs of receivables and exchange
losses declined year-on-year, resulting in an overall increase in Other operating expenses.
N E T I N C O M E F R O M I N V E S T M E N T S
The year-on-year increase in the net income from investments is mainly driven by the increase in income
from profit and loss transfer agreements and the reduction in expenses for loss transfers. The income from
profit and loss transfer agreements generated in financial year 2021 mainly results from the disposal of the
stake in Riu Hotels S. A. by a subsidiary.
W R I T E - D O W N S O F I N V E S T M E N T S
In the period under review, the write-downs of shares in Group companies mainly related to subsidiaries in
the tour operator business.
The earnings position of TUI AG, the Group’s parent company, is primarily determined by the appropriation
of profits by its Group companies, either directly associated with TUI AG via profit and loss transfer agreements
or distributing their profits to TUI AG based on relevant resolutions.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
9 3
I N T E R E S T R E S U LT
The development of the interest result mainly reflected higher interest expenses for drawdowns from the
syndicated credit facilities upsized in April and August of the prior year and from interest expenses from the
additional finance agreements concluded in financial year 2021, i. e. the ESF warrant bond, the convertible
bonds and the ESF’s silent participations.
TA X E S
Income tax expenses mainly resulted from reassessments of tax provisions effected in the period under
review. They did not include any deferred taxes.
N E T L O S S F O R T H E Y E A R
For financial year 2021, TUI AG posted a net loss of € 491.5 m.
Net assets and financial position of TUI AG
TUI AG’s net assets and financial position as well as its balance sheet structure reflect its function as TUI
Group’s parent company. In financial year 2021, the balance sheet total increased year-on-year to € 10,036.0 m.
Abbreviated balance sheet of TUI AG (financial statement according to German Commercial Code)
€ million
30 Sep 2021
30 Sep 2020
Var. %
Intangible assets /property, plant and equipment
Investments
Fixed assets
Receivables
Cash and cash equivalents
Current assets
Prepaid expenses
Assets
Equity
Special non-taxed items
Provisions
Bonds
Other liabilities
Liabilities
Liabilities
6.2
8,022.8
8,029.0
1,385.4
592.5
1,977.8
29.1
10,036.0
3,034.8
0.1
327.5
739.6
5,934.0
6,673.6
10,036.0
44.5
8,044.1
8,088.6
694.9
343.3
1,038.2
0.4
9,127.2
2,924.4
0.1
297.1
300.0
5,605.6
5,905.6
9,127.2
– 86.1
– 0.3
– 0.7
+ 99.4
+ 72.6
+ 90.5
n. a.
+ 10.0
+ 3.8
–
+ 10.2
+ 146.5
+ 5.9
+ 13.0
+ 10.0
F I X E D A S S E T S
At the balance sheet date, fixed assets almost exclusively consisted of investments. The development of
financial assets was affected by capital increases, in particular at TUI Group Services GmbH and other
subsidiaries. These capital increases were exceeded by write-downs on shares in group companies as well as
the sale of a shareholding and the repayment of loans. This resulted in an overall decrease in financial assets.
The decline in intangible assets and property, plant and equipment mainly resulted from the sale of the
office building at Karl-Wiechert-Allee 23 as of 30 September 2021 in the framework of a sale-and-leaseback
agreement.
C U R R E N T A S S E T S
The increase in current assets of 90.5 % to € 1,977.8 m was mainly driven by the increase in receivables, which
went hand in hand with an increase in cash and cash equivalents. The increase in receivables was pri-
marily attributable to results transferred in the financial year under review under profit and loss transfer
agreements and the provision of liquidity to Group companies. The increase in cash and cash equivalents
resulted from the cash inflow from the finance agreements concluded in financial year 2021.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
9 4
C O N T E N T S
TUI AG’s capital structure
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
E Q U I T Y
TUI AG’s equity increased by 3.8 % to € 3,034.8 m. This increase was primarily driven by the capital increase
in January 2021. In the financial year under review, the capital stock was reduced by € 918,957,135.83 to
€ 590,415,100.00 in accordance with the requirements on ordinary capital decreases for the purpose of trans-
ferring a part of the capital stock into the Company’s capital reserves. The capital decrease was effected
through a corresponding reduction in the equity capital, as a result of which the proportionate share in
the company stock per share was reduced from previously € 2.56 to € 1.00 per existing non-par value share.
In accordance with section 7 of the German Economic Stabilisation Acceleration Act (WstBG), the reduced
capital stock was subsequently increased by € 508,978,534.00 in the form of a cash contribution to
€ 1,099,393,634.00 by issuing 508,978,534 new registered no-par value shares with a proportionate share
in the capital stock of € 1.00 per share. At the end of the financial year under review, subscribed capital
comprised 1,099,393,634 shares, corresponding to € 1,099,393,634.00. In accordance with section 71(1)
no. 2 of the German Stock Corporation Act, TUI acquired 317,171 new shares to be issued to employees in
the framework of the employee stock option plan. The 317,171 shares were purchased on the stock exchange
at € 3.8513 and transferred free of charge to the employees participating in the plan on 30 September 2021.
The shares represent a share capital of € 317,171, i. e. <0.03 % of the share capital, and an acquisition volume
of € 1.2 m. Please refer to the notes on subscribed capital in the notes to the financial statements of TUI AG.
As of 30 September 2021, TUI AG did not hold any own shares.
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
The capital reserve increased by € 967.3 m in financial year 2021 due to the capital reduction in January and the
premium associated with the capital increase. A further increase in the capital reserves of € 44.5 m resulted
from premiums and interest benefits in connection with the issue of the bond warrant in October 2020 and
the convertible bond in April and July 2021, transferred to the capital reserve. In total, the capital reserve
grew by € 1,011.8 m to € 2,236.0 m in financial year 2021 as of the cut-off date.
The loss for the year totals € 491.5 m. Considering the profit carried forward of € 190.9 m, net loss totals
€ 300.6 m. The equity ratio declined to 30.2 % in financial year 2021 (previous year 32.0 %).
P R O V I S I O N S
Provisions increased by € 30.4 m to € 327.5 m. They consisted of pension provisions worth € 153.7 m (previ-
ous year € 151.6 m), tax provisions worth € 32.3 m (previous year € 35.6 m) and other provisions worth
€ 141.5 m (previous year € 109.9 m).
Pension provisions remained nearly flat in the financial year under review. The increase in other provisions
mainly resulted from the formation of provisions for onerous losses of € 47.5 m for the rent and continued
expenses for using the building at Karl-Wiechert-Allee 4. From financial year 2023, administration will be
pooled at the Hanover site in TUI Campus at Karl-Wiechert-Allee 23. The office space at Karl-Wiechert-Allee
4 will no longer be used after that. On the other hand, a decline in provisions was attributable to lower provisions
for onerous losses from the measurement of forward exchange transactions.
9 5
L I A B I L I T I E S
TUI AG’s liabilities totalled € 6,673.6 m, up by € 768.0 m or 13.0 %.
In order to cover the liquidity requirements resulting from the global travel restrictions to curb COVID-19,
TUI AG initiated a number of financing measures in financial year 2021.
In April and August 2020, the previous syndicated credit facility of € 1.75 bn (including a tranche of € 215.0 m
for bank guarantees) was increased by two tranches from KfW totalling € 2.85 bn to a total of € 4.6 bn. On
1 October 2020, TUI AG issued a warrant bond of € 150.0 m with warrants for around 58.7 m shares to the
Economic Stabilisation Fund (ESF), meeting one of the prerequisites for the use of the second KfW tranche.
In January 2021, another syndicated credit facility of € 200.0 m was agreed with KfW and a syndicate of
private banks. This was reduced to € 170 m on 30 September 2021 and cannot be used as at the reporting
date, as it is still subject to the condition precedent of the registration of the trademark rights to Robinson
Club GmbH as collateral. In July 2021, the term of the syndicated credit facilities totalling € 4.8 bn was
extended ahead of schedule by two years to July 2024. For regulatory reasons due to Brexit, the share of a
British bank in the € 4.6 bn syndicated credit line (around € 80 m cash and € 25 m guarantee line) cannot
be extended beyond July 2022. This amount is therefore carried as a current liability with a term of up to
one year.
Cash totalling € 1,852.9 m as at 30 September 2021 has been drawn from this credit facility, carried as a liability
to banks.
The interest rate for cash drawdowns is variable and depends on the short-term interest level (EURIBOR or
LIBOR, for drawings in British Pound replaced by SONIA since 29 July) and TUI’s credit rating plus a margin.
The funds from the capital increase effected on 28 January 2021 were used for the early redemption on
23 February 2021, in line with the terms and conditions, of the senior bond totalling € 300.0 m issued in
October 2016 with an original term until October 2021.
On 16 April 2021, TUI AG issued a convertible bond with a total nominal value of € 400.0 m, which was up-
sized through a further issue with a nominal amount of € 189.6 m at a price of 104.75 %. TUI therefore re-
corded an inflow of nearly € 600 m from the total issue of the convertible bond. If the convertible bond is not
converted, terminated or bought back ahead of schedule, it will be redeemed at the nominal amount of
€ 589.6 m on 16 April 2028. Investors also have the opportunity to convert the convertible bond into regis-
tered shares in TUI. The proceeds from the total issuance of convertible bonds will be used to reduce draw-
downs and later to repay the KfW facilities.
As in the prior year, liabilities to banks include unsecured Schuldschein liabilities to banks of € 425.0 m issued
in July 2018. The proceeds from this Schuldschein serve general corporate financing purposes. The
Schuldschein has different tenors between originally five and ten years and partly carries floating interest
rates (depending on EURIBOR) and partly fixed interest rates.
In the framework of the third financing package, the Economic Stabilisation Fund (ESF) and TUI AG agreed
silent participations totalling € 1,091 bn. The ESF measures comprise Silent Participation I of € 420 m,
convertible into shares in TUI at a conversion price of € 1.00 per share, and Silent Participation II totalling
€ 671 m. As at 30 September 2021, both silent participations were fully paid in. In the financial statements
under the German Commercial Code, the silent participations are carried as other liabilities with a term of
more than five years.
The net financial position (cash and cash equivalents less liabilities to banks, bonds and promissory notes)
totalled € – 2,430.1, (previous year € – 3,703.0 m) in the financial year under review.
C A P I TA L A U T H O R I S AT I O N R E S O L U T I O N S
Information on new and existing resolutions concerning capital authorisation, adopted by Annual General
Meetings, is provided in the next chapter on Information required under takeover law.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
9 6
INFORMATION REQUIRED UNDER TAK EOVER L AW
Pursuant to sections 289a and 315a of the German Commercial Code (HGB) and explanatory report
Subscribed capital
Shareholder structure (30 SEPTEMBER 2021)
in %
The subscribed capital of TUI AG 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 1,099,393,634 shares at the end of financial year 2021 (previous
year 590,415,100 shares) and totalled € 1,099,393,634. Each share confers one vote at the Annual General
Meeting.
38.3
Private investors
%
3.5
Riu Hotels S. A.
26.1
Institutional
investors
32.0
Unifirm Limited
R E S T R I C T I O N S O N V O T I N G R I G H T S O R S H A R E T R A N S F E R S
The Executive Board of TUI AG is not aware of any restrictions on voting rights or the transfer of shares.
E Q U I T Y I N T E R E S T S E X C E E D I N G 1 0 % O F T H E V O T I N G S H A R E S
The Executive Board of TUI AG has been notified of the following direct or indirect equity interests reaching
or exceeding 10 % of the voting rights:
As at 30 September 2021, Unifirm Limited, Cyprus, held 32.0 % of the voting shares in TUI AG. Kirill A.
Mordashov, Moscow, and Nikita A. Mordashov, Moscow, each hold 50 % of the voting shares in KN-Holding
Limited Liability Company, Cherepovets, Russian Federation, which, in turn, holds 65 % of the voting shares
in Unifirm Limited, and Alexey A. Mordashov, Cherepovets, indirectly holds 35 % of the voting shares in Unifirm
Limited.
Alexey A. Mordashov, Kirill A. Mordashov and Nikita A. Mordashov have notified us that their share of voting
rights in TUI AG exceeded the threshold of 30 % on 26 January 2021 and amounted to 30.10 % at that date
(330,917,480 voting rights).
At the end of financial year 2021, around 64 % of TUI shares were in free float. Around 38 % of all TUI shares
were held by private shareholders, around 26 % by institutional investors and financial institutes, and around
36 % by strategic investors.
The current shareholder structure and voting rights notifications according to section 33 of the
Securities Trading Act (WpHG) are available online at:
www.tuigroup.com/en-en/investors/share/shareholder-structure and www.tuigroup.com/en-en/investors/news
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
9 7
C O N T E N T S
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 the
control rights are not exercised directly by the employees
no-par value shares to such an extent that the ESF’s total participation (including all other shares held
by the ESF) does not at any time exceed 25 % plus one share in the Company’s increased capital stock
after the conversion has been carried out.
The ordinary Annual General Meeting on 25 March 2021 resolved to create an authorisation to issue new
registered shares against cash contribution for up to a maximum of € 109.9 m (Authorised Capital 2021 / I).
This authorisation will expire on 24 March 2026.
Where TUI AG 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 directly exercise
the control rights to which employee shares entitle them, in just the same way as other shareholders, in line
with legal requirements and the provisions of the Articles of Association.
The Annual General Meeting on 25 March 2021 also resolved to create authorised capital for the issuance
of new shares against cash or non-cash contribution of € 417.0 m (Authorised Capital 2021 / II). The issuance
of new shares against non-cash contribution is limited to € 109.9 m. This authorisation will expire on
24 March 2026.
Appointment and removal of Executive Board members and amendments
to the Articles of Association
The latter two capital authorisations resolved in 2021 were used. Authorised Capital 2021 / I was fully used,
while Authorised Capital 2021 / II was used almost completely (except for around € 3.4 m) for a rights issue in
October 2021.
The appointment and removal of Executive Board members is based on Sections 84 et seq. of the German
Stock Corporation Act in combination with Section 31 of the German Co-Determination Act. Amendments
to the Articles of Association are based on the provisions of Sections 179 et seq. of the German Stock
Corporation Act in combination with Section 24 of the Articles of Association of TUI AG if applicable.
The Annual General Meeting on 25 March 2021 resolved to create conditional capital for the issuance of
bonds totalling € 109.9 m. The authorisation to issue bonds with conversion or option rights and profit
participation (with or without a fixed maturity) is limited to a nominal amount of € 2.0 bn and expires on
24 March 2026. This authorisation was nearly fully used with the issuance of a convertible bond worth
€ 589.6 m in April and July 2021.
Powers of the Executive Board to issue shares
The Annual General Meeting on 9 February 2016 adopted a resolution to create conditional capital of
€ 150.0 m for the issue of bonds. The authorisation to issue bonds with conversion options or warrants as
well as profit-sharing rights and income bonds (with or without fixed terms) of up to a nominal amount of
€ 2.0 bn expired on 8 February 2021. With the issuance of a bond with warrants worth € 150 m to the German
Economic Stabilisation Fund in October 2020, this authorisation was fully used.
The Annual General Meeting on 13 February 2018 adopted a resolution to create authorised capital for
the issue of employee shares worth € 30.0 m. The Executive Board of TUI AG is empowered to use this
authorised capital by 12 February 2023 in one or several transactions by issuing employee shares against
cash contributions. In the completed financial year, no new employee shares were issued, so that the
authorised capital continued to total around € 22.3 m at the balance sheet date.
The Extraordinary General Meeting on 5 January 2021 resolved to create conditional capital of € 420.0 m in
order to grant the ESF the right to convert ESF’s asset contribution in the form of a silent participation of
€ 420.0 m (‘Silent Participation I’) at any time (in a single or several transactions) in full or in part into up to
420 m new registered no-par value shares, each representing a proportionate share in the capital stock of
€ 1.00 per no-par value share. The new shares will be issued at the minimum issue price of € 1.00. The con-
version right outlined above is limited in that the ESF may only ever convert Silent Participation I into new
See the section on Subscribed capital in the Notes to the consolidated financial statements on page 198 and the section on
Subscribed capital in the annual financial statements of TUI AG (disclosure pursuant to Section 160 (1) no. 2 of the German
Stock Corporation Act).
Significant agreements taking effect in the event of a change of control
of the Company following a takeover bid, and the resulting effects
Some of TUI AG’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 TUI AG.
In the event of a change of control, the holders of the Schuldschein worth € 425.0 m, the warrant bond worth
€ 150 m and the convertible bond worth € 589.6 m must be offered a buyback. For the syndicated credit
facilities worth € 4.8 bn (including bank guarantees), of which € 1.9 bn (via cash) and € 149.4 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.
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
9 8
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share
Beyond this, there are no agreements in guarantee, leasing, option or other financing contracts that might
cause material early redemption obligations that would be of significant relevance for the Group’s liquidity.
Apart from the financing instruments mentioned above, a framework agreement between the Riu family and
TUI AG includes a change of control clause. A change of control occurs if a shareholder group represents a
predefined majority of attendees of General Meetings or if one third of the shareholder representatives on
the Supervisory Board are attributable to a shareholder group. 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 company. Since TUI AG’s Annual General Meeting
of 25 March 2021, the conditions for Unifirm representing a majority of AGM attendees have been met so
that the entitlement has arisen for the Riu family to acquire shares within certain time windows in 2021, 2022
and 2023. The Riu family dispensed with exercising its purchase right in 2021.
A similar agreement concerning a change of control at TUI AG has been concluded with El Chiaty Group. Here,
too, 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 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 at a share value determined by an
internationally recognised auditing company. Due to an increase in the stake in TUI AG held by Unifirm
following the capital increase of 2 November 2021, here, too, a change of control was triggered by a majority
of AGM attendees.
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
A change of control agreement has also been concluded for the joint venture TUI Cruises between Royal
Caribbean Cruises Ltd and TUI AG in the event of a change of control in TUI AG. The agreement gives the
partner the right to demand termination of the joint venture and to purchase the stake held by TUI AG at a
price which is lower than the selling price of their own stake under certain circumstances.
Compensation agreements have not been concluded between the Company and Executive Board members
or employees in the event of a takeover bid.
9 9
T UI SHARE1
COVID-19 pandemic weighs heavily on TUI share price in financial year 2021
Our share price started off the financial year at a price of € 1.73 2 and experienced high volatility during the
course of the year. Overall, the share price rose by around 85 %, closing at € 3.19 2 on 30 September 2021.
The significant fluctuation in share price was largely attributable to the environment created as a result of
the COVID-19 pandemic and the subsequent economic impact on companies within the tourism sector.
As Winter 2020 approached, the number of COVID-19 infections again rose rapidly across our source markets
and destinations. In November 2020, drastic measures to curb the pandemic were launched with the
introduction of a second partial lockdown, for instance in Germany. These measures were extended and
significantly tightened towards the end of the month. Our share price responded with corresponding volatility
and came under strong pressure from the end of November.
At the beginning of December, TUI agreed with private investors, banks and the German government on a
further € 1.8 bn support package, including a rights issue of around € 500 m. The main aim of the package
was to secure refinancing options and liquidity and strengthen the balance sheet structure. In addition to the
issuance of new shares, the package included convertible and non-convertible silent participation provided
by the Economic Stabilisation Fund (WSF) and a further credit line provided by KfW Bank.
The approval of the first vaccines in Europe at the end of December 2020 triggered hopes for an end to the
pandemic, prompting positive share price reactions. However, the persistently high infection figures and
debate about further restrictions caused renewed uncertainty in the market so that the share again came
under pressure. From mid-February 2021, positive sentiment from the approvals of further COVID-19 vaccines,
the global launch of vaccination campaigns and increased availability and adoption of rapid tests helped to
improve our share price. Our share price reached a high on 1 March 2021 at € 4.45 2 as a result During the
course of March however, doubts about AstraZeneca’s vaccine and the general shortage of vaccines slowed
down the vaccination campaign, leading to a strong fall in our share price again.
1 The contents presented in this chapter are unaudited and voluntary.
2 Historical prices adjusted for the effect of the rights issue capital increases.
Source: Reuters
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share (not part of
the Management Report)
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
10 0
In April 2021, TUI successfully issued convertible bonds with a total nominal amount of around € 400 m,
followed by an announcement in June 2021 on the upsizing of the bonds through a € 190 m tap issue.
Despite these positive steps, our share price remained weak, in line with the overall performance of the
tourism sector. During that period, TUI delivered progress in its asset-right strategy by selling its stake in the
real-estate portfolio consisting of 21 properties previously held jointly with Riu to the Riu family. At the same
time, the Group negotiated a two-year extension of credit lines worth € 4.7 bn to July 2024. In addition,
during the run-up to this extension, the covenant tests due as at 30 September 2021 and 31 March 2022
were agreed to be waivered. All of which are key steps towards returning to a solid and healthy balance sheet
structure and a target gross debt leverage of less than 3x.
TUI share data
30 September 2021
WKN
ISIN
Stock exchange centres
Reuters / Bloomberg
Stock category
Capital stock
Number of shares
Market capitalisation
Market capitalisation
TUAG00
DE000TUAG000
London, Xetra, Hanover
TUIGn.DE / TUI1.GR (Frankfurt / Main); TUIT.L / TUI:LN (London)
Registered ordinary shares
1,099,393,634.00
1,099,393,634
3.5
3.0
€
bn €
bn £
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share (not part of
the Management Report)
TUI share price (F Y 2021) 1, 2
Quotations, indices, and trading
in %
250
200
150
100
1 OCT 2020
1 JAN 2021
1 APR 2021
1 JUL 2021
30 SEP 2021
TUI1 GR
DAX
FTSE
TUI has its primary listing in the Premium segment of the Main Market of the London Stock Exchange and is
included in FTSE’s UK Index Series. It also has a secondary listing in the electronic trading system Xetra and
at the Hanover Stock Exchange.
As TUI shares are traded in a regulated market in Germany in addition to their London Stock Exchange listing,
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.
TUI is also listed in the sustainability index FTSE4Good. In financial year 2021, the average daily trading volume
at the London Stock Exchange was around 5.0 million shares, while about 8.2 million shares were traded on
Xetra. Across all trading platforms, the daily trading volume in the UK amounted to around 9.1 million shares,
with around 15.7 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.
C O R P O R AT E G O V E R N A N C E
Long-term development of the TUI share (Xetra) 1
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
€
High
Low
Year-end share price
2017
14.90
11.46
14.38
2018
20.66
14.34
16.56
2019
16.56
7.87
10.67
2020
12.67
2.89
3.24
20212
4.45
1.60
3.19
1 Source: Reuters
2 Historical prices adjusted for the effect of the rights issue capital increases.
1 0 1
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share (not part of
the Management Report)
C O N T E N T S
Analyst recommendations
Analysts’ recommendations (30 SEPTEMBER 2021)
in %
5
Buy
15
Hold
80
Sell
%
At the end of financial year 2021, around 64 % of TUI shares were in free float. Around 38 % of all TUI shares
were held by private shareholders, around 26 % by institutional investors and financial institutes, and around
36 % by strategic investors.
Geographical shareholder structure (30 SEPTEMBER 2021)
in %
5.2
North America
32.4
Other
62.3
EU incl. UK
%
Analyses and recommendations by financial analysts are a key decision-making factor for institutional and
private investors. In the financial year under review, around 20 analysts regularly published studies on TUI
Group. In September 2021, 5 % of analysts issued a recommendation to ‘buy’ the TUI share, with 15 %
recommending ‘hold’ and 80 % of analysts recommending to ‘sell’ the share.
The current shareholder structure and the voting right notifications pursuant to Section 33 of the
German Securities Trading Act are available online at:
www.tuigroup.com/en-en/investors/share/shareholder-structure and www.tuigroup.com/en-en/investors/news
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Shareholder structure
Shareholder structure (30 SEPTEMBER 2021)
Dividend policy
in %
38.3
Private investors
%
3.5
Riu Hotels S. A.
26.1
Institutional
investors
32.0
Unifirm Limited
Development of dividends and earnings of the TUI share
€
Earnings per share
Dividend
2017
+ 1.10
0.65
2018
+ 1.25
0.72
2019
+ 0.71
0.54
2020
– 5.34
–
2021
– 2.58
–
In connection with the COVID-19 crisis, TUI agreed three stabilisation packages with the German federal
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 provided by both Kfw and the Economic
Stabilisation Fund (WSF).
1 0 2
C O N T E N T S
Investor Relations
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
25 TUI Group Strategy
28 Corporate Profile
35 Risk Report
50 Overall Assessment by
the Executive Board
and Report on expected
Developments
53 Business Review
75 Combined non-financial
Declaration
93 Annual financial
Statements of TUI AG
97
Information required
under Takeover Law
100 TUI Share (not part of
the Management Report)
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Open, 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
segments, the financing structure and the implications of the COVID-19 crisis, enabling stakeholders to make
a realistic assessment of the future performance of the TUI share.
In financial year 2021, dialogue with investors primarily focused on the following topics:
• The effects of vaccination campaigns and further progress in tackling the pandemic on booking numbers
and customers’ booking behaviour
• Refinancing: Further agreements on financing packages with the federal government, banks and private
investors to immediately secure liquidity and return to a solid and healthy financing structure
• Progress delivered in the asset-right strategy: sale of the real-estate portfolio of the Riu Hotels S. A. Joint
Venture to the Riu family, sales proceeds of € 541 m (excl. earn-out)
• Progress delivered in the Global Realignment Programme – ~ 60 % of the planned annual savings of
€ 400 m were delivered by the end of the financial year under review
• Accelerated implementation of the digitalisation strategy – strong increase in the use of the app by
package tour customers in financial year 2021
As usual, TUI’s management team sought dialogue with investors through roadshows and conferences.
Against the background of the COVID-19 pandemic, many of these events were held in a virtual format. The
management met investors from numerous European financial hubs, and from North America and Asia.
TUI’s Investor Relations team also makes every effort to engage in direct contact with private investors. Due
to the COVID-19 situation, however, large in-person events were cancelled in the financial year under review,
and intensive dialogue took place on the basis of numerous one-on-one discussions. TUI also offers a broad
range of information for analysts, investors and private shareholders on its website. All financial results
conference calls were transmitted live.
1 0 3
3
CORPOR ATE
GOVERNA NCE
105 Supervisory Board and Executive Board
109 Corporate Governance Report
109
Statement on Corporate Governance
(as part of the Management Report)
121 Remuneration Report
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
10 4
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
SUPERVISORY BOARD A ND E XECU TIVE BOARD
C O R P O R AT E G O V E R N A N C E
TUI AG Supervisory Board
Wenn hier Korrekturen kommen, an
Markus Krumscheid weitergeben
Name
Function / Occupation
Location
Initial
Appointments
Appointed until
AGM
Other Board Memberships 2
Number of
TUI AG shares
(direct and indirect)2
Dr Dieter Zetsche
Frank Jakobi1
Peter Long
Ingrid-Helen Arnold
Andreas Barczewski1
Peter Bremme1
Dr Jutta A. Dönges
Prof. Dr Edgar Ernst
Wolfgang Flintermann1
María Garaña Corces
Angelika Gifford
Stefan Heinemann1
Dr Dierk Hirschel1
Janina Kugel
Chairman of the Supervisory Board of TUI AG
Deputy Chairman of the Supervisory Board of TUI AG
Travel Agent
Deputy Chairman of the Supervisory Board of TUI AG
Member of the Executive Board, Südzucker AG
Aircraft Captain
Regional Head of the Special Service Division
of ver.di – Vereinte Dienstleistungsgewerkschaft
Member of the Executive Board,
Bundesrepublik Deutschland – Finanzagentur GmbH
President of Deutsche Prüfstelle für Rechnungslegung
DPR e. V.
Group Director Financial Accounting & Reporting, TUI AG
Vice President Professional Services, Europe,
Middle East and Africa, Adobe Inc.
Vice President Central Europe, Facebook Inc.
Senior Product Owner Disposition & Maintenance, Airline
Platform Services, Airline IT, TUI InfoTec GmbH
Business unit manager of the trade union ver.di –
Vereinte Dienstleistungsgewerkschaft
Supervisory Board Member & Senior Advisor
Stuttgart
Hamburg
Kent
Walldorf
Grethem
(OT Buechten)
Hamburg
13.2.2018
15.8.2007
9.2.2016
11.2.2020
10.5.2016
2023
2026
25.3.2021
2024
2026
a) TUIfly GmbH4
2.7.2014
2026
a) TÜV Nord AG
b) Veta Health LLC
b) Heineken N. V.
Frankfurt am Main
25.3.2021
2025
a) Commerzbank AG
b) FMS Wertmanagement AöR
Bonn
9.2.2011
2025
a) Metro AG
Großburgwedel
13.6.2016
2026
a)
Vonovia SE4
Deutscher Reisepreis-
Sicherungsverein
VVaG
Madrid
11.2.2020
2024
Kranzberg
Nordstemmen
26.3.2012
9.2.2016*
21.7.2020
25.3.2021
a)
thyssenkrupp AG
2026
Berlin
16.1.2015
25.3.2021
a) DZ Bank AG
b) Alantra Partners, S. A.
Liberbank, S. A.
b) Facebook Inc.
Munich
25.3.2021
2025
a) Pensions-Sicherungs-Verein
Versicherungsverein auf
Gegenseitigkeit
b) Konecranes Plc.
Kyndryl Inc.
thinkproject Deutschland GmbH
Vladimir Lukin
Special Advisor to CEO OOO Severgroup
Moscow
12.2.2014
5.6.2019*
2024
195,500
2,401
8,625
0
0
0
0
0
4,472
0
4,100
10,641
0
0
0
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
1 0 5
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
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R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
TUI AG Supervisory Board
Name
Function / Occupation
Location
Initial
Appointments
Appointed until
AGM
Other Board Memberships 2
Number of TUI AG
shares (direct and
indirect)2
Coline McConville
Member of supervisory bodies in different companies
London
12.12.2014
2024
Alexey Mordashov
Chairman Board of Directors of PAO Severstal
Moscow
9.2.2016
2025
Mark Muratovic1
Travel agent
Hanover
25.3.2021
2026
a) TUI Deutschland GmbH
Michael Pönipp1
Carola Schwirn1
Anette Strempel1
Joan Trían Riu
Hotel Manager
Department Coordinator in the Transportation Division
of ver.di – Vereinte Dienstleistungsgewerkschaft
Travel Agent
Executive Board Member of Riu Hotels & Resorts
Hanover
Berlin
17.4.2013
1.8.2014
28.2.2021
2026
Hemmingen
Palma de Mallorca
2.1.2009
12.2.2019
2026
2024
MER – Pensionskasse V. V. a. G.
a) Eurogate Geschäftsführungs-
GmbH & Co. KGaA
b) 3i Group PLC
Fevertree Drinks PLC
Travis Perkins PLC
b) JSC ‘Severstal Management’ 3
JSC ‘Power Machines’ 3
Nord Gold PLC
Lenta IPJSC 3
b) Ahungalla Resorts Ltd.
RIUSA II S. A.
Riu Hotels S. A.
Tanja Viehl1
Stefan Weinhofer1
Lawyer (in-house lawyer),
Vereinigung Cockpit e. V.
International Employee Relations Coordinator at TUI AG
Woelfersheim
25.3.2021
2026
Vienna
9.2.2016
2026
b) TUI Austria Holding GmbH
0
0
3,742
1,729
0
8,684
0
0
0
1 Representative of the employees
2 Information refers to 30 September 2021 or date of resignation from the Supervisory Board of TUI AG in financial year 2021.
3 Chairman
4 Deputy Chairman
* New Appointment
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)
1 0 6
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109 Corporate Governance
Report
121 Remuneration Report
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1 0 7
TUI AG Executive Board
Name
Department
Other Board Memberships
Number of TUI AG shares
(direct and indirect)1
Friedrich Joussen
(Age: 58)
Member of the Executive Board since October 2012,
CEO since February 2013,
Joint-CEO since December 2014,
CEO since February 2016,
Current appointment until September 2025
Birgit Conix
(Age: 56)
Member of the Executive Board since July 2018
Appointment until December 2020
David Burling
(Age: 53)
Member of the Executive Board since June 2015
Current appointment until May 2024
Chairman
a) TUI Deutschland GmbH²
b) RIUSA II S. A.2
855,788
TUIfly GmbH²
CFO
0
CEO Markets
a) TUI Deutschland GmbH
b) First Choice Holidays Ltd.
30,351
TUIfly GmbH
Sebastian Ebel
(Age: 58)
Member of the Executive Board since December 2014
Current appointment until December 2023
CFO
a) BRW Beteiligungs AG
Eves Information Technology AG2
TCT TechnikCentrumThale GmbH
AeroSys AG
Compass Group Deutschland GmbH
Dr Elke Eller
(Age: 59)
Member of the Executive Board since October 2015
Appointment until June 2021
Peter Krueger
(Age: 45)
Member of the Executive Board since January 2021
Current appointment until December 2023
CHRO / Labour Director
a) K+S AG
CSO
First Choice Holidays & Flights Ltd.
First Choice Olympic Ltd.
Sunwing Travel Group Inc.
TUI Canada Holdings Inc.
TUI Northern Europe Ltd.
TUI Nordic Holdings Sweden AB
TUI Travel Group Management Services Ltd.
TUI Travel Holdings Ltd.
TUI Travel Ltd.
TUI Travel Overseas Holdings Ltd.
b) RIUSA II S. A.
TUI China
23,725
41,980
b) Director at Sunwing Travel
81,404
Group Inc.
Old Court Management Limited
C O N T E N T S
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C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
TUI AG Executive Board
Name
Department
Other Board Memberships
Sybille Reiss
(Age: 45)
Member of the Executive Board since July 2021
Current appointment until June 2024
Frank Rosenberger
(Age: 53)
Member of the Executive Board since January 2017
Current appointment until December 2023
CHRO / Labour Director
a) TUI Deutschland GmbH
TUIfly GmbH
CIO
a) Peakwork AG
1 Information refers to 30 Sep 2021 or date of resignation from the Excecutive Board in financial year 2021.
2 Chairman
a) Membership in Supervisory Boards required by law within the meaning of section 125 of the German Stock Corporation Act (AktG)
b) Membership in comparable Boards of domestic and foreign companies within the meaning of section 125 of the German Stock Corporation Act (AktG)
Number of TUI AG shares
(direct and indirect)1
745
9,310
10 8
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121 Remuneration Report
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10 9
CORPOR ATE GOVERNA NCE REPORT
Statement on Corporate Governance (as part of the Management Report)
The actions of TUI AG´s management and oversight bodies are determined by the principles of good and
responsible corporate governance.
criteria for all variable remuneration components), G.9 sentence 1 (Determination of the amount of variable
remuneration to be granted) and G.11 sentence 1 (Consideration of extraordinary developments for variable
remuneration) are void and as a precautionary measure, a deviation from these recommendations is declared.’
The Executive Board and the Supervisory Board discussed Corporate Governance issues in financial
year 2021. In this chapter, the Executive Board provides – also for the Supervisory Board – the report on
Corporate Governance in the Company pursuant to Principle 22 of the German Corporate Governance
Code in the version dated 16 December 2019 (DCGK) 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.
Place of publication:
www.tuigroup.com/en-en/investors/corporate-governance
Declaration of Compliance pursuant to section 161
of the German Stock Corporation Act (AktG)
As a stock corporation company under German law, TUI AG’s Executive Board and Supervisory Board are
obliged to submit a declaration of compliance with the DCGK pursuant to section 161 of the German Stock
Corporation Act.
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, TUI AG’s Executive Board and
Supervisory Board are obliged pursuant to No. 7.2 DTR and LR 9.8.7R to make a statement on the application
of the UK Corporate Governance Code (UK CGC). Since the German Corporate Governance Code also applies to
TUI AG as a stock corporation under German law, TUI AG had announced at the time of its merger with
TUI Travel PLC that it would also comply with the UK CGC to the extent practicable.
www.dcgk.de/en/code.html
https://www.frc.org.uk/getattachment/88bd8c45-50ea-4841-95b0-d2f4f48069a2/2018-UK-Corporate-Governance-Code-FINAL.PDF
W O R D I N G O F T H E D E C L A R AT I O N O F C O M P L I A N C E F O R 2 0 2 1
‘In accordance with section 161 of the German Stock Corporation Act, the Executive Board and Supervisory
Board hereby declare:
In many respects, the requirements of the DCGK and the UK Code are similar. However, there are certain
aspects that are not compatible, which are explained below. Therefore some deviations from Code require-
ments and best practice in the UK have been necessary.
Since the last declaration of compliance was submitted in September 2021, the recommendations of the
German Corporate Governance Code in it applicable version have been and will be with the exception of
several Recommendations in Section G. I.3. observed.
R E C O M M E N D AT I O N S F O R D E T E R M I N I N G T H E V A R I A B L E R E M U N E R AT I O N C O M P O N E N T S
( S E C T I O N G . I . 3 . )
In the framework of the stabilisation measures agreed with the Economic Stabilisation Fund, restrictions were
agreed for TUI AG regarding the remuneration of Executive Board members. These restrictions lead to the situ-
ation that the members of the Executive Board will not be granted and thus will not be constituted variable or
comparable remuneration during the stabilisation measures. In this respect, Recommendations G.6 (Share of
variable remuneration resulting from long-term and short-term targets), G.7 (Determination of performance
Under the German Stock Corporation Act, the legislation applicable to TUI AG, a two-tier board system is
mandatory (see below section ‘Functioning of the Executive and Supervisory Board’ on page 113). The two-tier
board structure is different to the UK unitary board structure on which the UK Code 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, there is no Company Secretary). For this reason, the Executive Board and the
Supervisory Board have set out below in which areas the UK Code is not complied with and explained the
reasons for the deviations. In addition, the Executive Board and the Supervisory Board have also explained
those instances where they consider TUI AG not to be compliant with the UK Code 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 Code for ease of reference for investors.
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W O R D I N G O F T H E U K C O R P O R AT E G O V E R N A N C E S TAT E M E N T 2 0 2 1
‘Executive Board and Supervisory Board declare pursuant to DTR 7.2 and LR 9.8.7R:
Throughout the reporting period, TUI AG has complied with the provisions of the UK Code in the version of
July 2018, including its main principles, except as set out and explained below.’
Place of publication:
www.tuigroup.com/en-en/investors/corporate-governance
D I A L O G U E W I T H S H A R E H O L D E R S ( P R O V I S I O N 3 )
It is still not widespread practice in German companies for committee chairs to make themselves available
for meetings with shareholders. The German Corporate Governance Code stipulates in the Suggestion A.3
that the Chairman of the Supervisory Board should be available – within reasonable limits – to discuss
Supervisory Board-related issues with investors.
The table below provides an overview of all appointments of the Executive Board with shareholders, in some
of which also employees of Investor Relations participated.
Dialogue with shareholders
Date
Meeting
December 2020
January 2021
February 2021
March 2021
May 2021
June 2021
August 2021
September 2021
Financial year 2020 Results Presentation
virtual Roadshow UK
EGM (virtual)
virtual Deal Roadshows
virtual Commerzbank German Investment Seminar
virtual UniCredit / Kepler Cheuvreux 20th German Corporate Conference
F Y21 Q1 Results Presentation (virtual)
AGM (virtual)
F Y21 H1 Results Presentation
virtual Roadshow London
virtual Roadshow Frankfurt / Zurich
virtual Roadshow Paris
virtual dbAccess Berlin Conference
F Y21 Q3 Results Presentation
Stifel 5th Transportation Conference
Commerzbank virtual Sector Conference
Berenberg & Goldman Sachs virtual German Corporate Conference
Bernstein virtual Strategic Decision Conference
Participants
FJ, BC, SE
FJ, BC, SE
FJ, SE
FJ, SE
SE
SE
FJ, SE
FJ, SE
FJ, SE
FJ, SE
FJ, SE
SE
SE
FJ, SE
SE
SE
SE
FJ, SE
11 0
Key: Friedrich Joussen (FJ), Birgit Conix (BC), Sebastian Ebel (SE )
The Supervisory Board receives feedback from the Chairman and Executive Board members following
meetings 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 TUI AG lives up to the spirit and meaning of the UK Code.
I N D E P E N D E N C E O F S U P E R V I S O R Y B O A R D M E M B E R S ( P R O V I S I O N 1 0 )
Under the UK Code, the Board must identify in the annual report each non-executive director it considers
to be ‘independent’ for the purposes of the UK Code. Based on the responsibilities assigned to the Super-
visory 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 Code. Under the UK Code, 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. TUI AG does not, however, extend its independ-
ence disclosures to its 10 employee representatives on the Supervisory Board (for a detailed explanation of
shareholder and employee representatives and the underlying considerations, please see below).
The Supervisory Board has determined that five of its nine shareholder representatives (the Chairman
is not taken into account according to the UK Code) are independent for the purposes of the UK Code.
The shareholder representatives considered to be independent are: Ms Ingrid-Helen Arnold, Prof. Dr Edgar
Ernst, Ms María Garaña Corces, Ms Janina Kugel and Ms Coline McConville. Additionally, the Chairman,
Dr Dieter Zetsche, was independent on election in 2019 and is still considered independent (Dr Dieter Zetsche
also was independent when he was elected to the Supervisory Board in February 2018).
Prof. Dr Ernst has been a member of the Supervisory Board of TUI AG since 9 February 2011. According to the
UK Code, 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 DCGK, it is an indication of a lack of independence from the management
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 TUI AG of over ten years – provides the necessary critical distance from the Executive
Board and the Company and therefore consider him to be independent. Prof. Dr Ernst has exhibited his critical
distance from the Executive Board and the Company in the past, especially in his position as Chairman of the
Audit Committee.
The members of the Supervisory Board not considered to be independent for the purposes of the UK
Code are Dr Jutta Dönges, Mr Vladimir Lukin, Mr Alexey Mordashov, and Mr Joan Trían Riu.
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111
In reaching its determination, the Supervisory Board has considered, in particular, the factors set out below.
The employee representatives may also participate in Group pension schemes as is normal for employees
and in their capacity as employees.
S H A R E H O L D E R A N D E M P L O Y E E R E P R E S E N TAT I V E S
The Supervisory Board of TUI AG consists of ten members who are elected by shareholders at AGM (the
‘Shareholder Representatives’) and ten members who represent the employees of TUI AG (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 considered independent
under the UK Code because of their link to a significant shareholder.
At TUI AG, the shareholder representative Mr Joan Trían Riu (Riu Hotels, approx. 3.55 % of the voting rights)
is linked to a major shareholder. Mr Alexey Mordashov notified us on 21 June 2019 that his share in the total
voting rights in TUI AG had fallen to zero. At the same time, the company was informed that the corresponding
approx. 32 % of the voting rights are held via Unifirm Ltd. controlled by KN-Holding LLC and that Mr Mordashov
indirectly holds 35 % of the shares in Unifirm Ltd. Unifirm Ltd. is considered a controlling shareholder under the
UK Listing Rules Appendix 1 (see also the following section). There is also a joint venture between TUI AG
and Riu Hotels S. A. Dr Jutta Dönges is Managing Director of the Finance Agency GmbH of the Federal
Republic of Germany. On 4 January 2021, TUI AG entered into Framework Agreement with the Economic
Stabilisation Fund (WSF) represented by Finance Agency GmbH regarding the WSF’s entry into the silent
participations and the further measures under the stabilisation package. Dr Dönges was nominated by the
WSF for membership of the Supervisory Board of TUI AG. Mr Vladimir Lukin is a Special Advisor to the
CEO of OOO Severgroup and is therefore associated with Mr Mordashov. Therefore, neither Dr Dönges,
Mr Mordashov, Mr Lukin nor Mr Trían Riu are considered independent for the purposes of the UK Code.
On 15 December 2020, TUI AG and Unifirm Ltd. entered into a Relationship Agreement which has been
in effect since Unifirm Ltd. holds 30 % or more of the shares in the company and is therefore deemed to
be a controlling shareholder within the meaning of LR Appendix 1. The main purpose of the Relationship Agree-
ment is to ensure that the company and its subsidiaries are able to conduct their business independently. In
this context, pursuant to LR 9.8.4 (14), the Executive Board and the Supervisory Board declare that TUI AG
complies with the requirements of the Listing Rules with regard to the controlling shareholder and that, as far
as TUI AG is aware, Unifirm Ltd. both complies with these requirements itself and ensures that its affiliates
comply with them.
Seven of the ten employee representatives of the Supervisory Board are elected by the employees of TUI Group
entitled to vote. Three employee representatives are nominated by a German trade union.
Under the UK Code, 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.
Trade union representatives are nominated, and employed by the trade union but are still classified as
employee 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.
H A L F T H E B O A R D S H O U L D B E I N D E P E N D E N T N O N - E X E C U T I V E D I R E C T O R S ( P R O V I S I O N 11)
As mentioned above, TUI AG’s Supervisory Board consists of ten employee and ten shareholder representatives.
As the employee representatives are not considered independent under the UK Code, TUI AG’s Supervisory
Board comprises five (excluding the Chairman of the Supervisory Board) independent shareholder representa-
tives.
I D E N T I F I C AT I O N O F S E N I O R I N D E P E N D E N T D I R E C T O R ( P R O V I S I O N 12 )
Under German law and the DCGK, there is no concept of a ‘Senior Independent Director’. Instead, shareholders
may raise any issues at the Annual General Meeting (AGM). In this forum, the Executive Board and the Chairman
of the Supervisory Board are available to address any issues and are legally obliged to provide adequate
responses.
Outside the AGM, shareholders may approach the Executive Board, in particular the CEO or the CFO, or,
for topics relating to Supervisory Board matters, the Chairman of the Supervisory Board or his Deputy.
Mr Frank Jakobi, as employee representative, is Deputy Chairman in accordance with the German Co-Deter-
mination Act.
D I V I S I O N O F R E S P O N S I B I L I T I E S – C H A I R M A N & C H I E F E X E C U T I V E ( P R O V I S I O N 14 )
The separation of the roles of the Chairman of the Supervisory Board (Dr Dieter Zetsche) and the CEO
(Mr Friedrich Joussen) is clearly defined under German law as part of the two-tier board structure. Therefore,
no further division of their responsibilities as well as responsibilities of the Executive Board and the Supervisory
Board is required or even possible. In addition, the division of responsibilities within the 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 TUI AG lives up to the spirit
and meaning of the UK Code.
A D V I C E A N D S E R V I C E O F T H E C O M PA N Y S E C R E TA R Y ( P R O V I S I O N 1 6 )
There is no specific role of Company Secretary in German companies. However, Executive and Supervisory
Board members have access to the Board Office of TUI AG 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 Supervisory
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 meet-
ings 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,
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109 Corporate Governance
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the CFO and the Chairmen of the Audit and the Strategy Committees. Executive and Supervisory Board
members 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 TUI AG
lives up to the spirit and meaning of the UK Code.
N O M I N AT I O N C O M M I T T E E – C O M P O S I T I O N A N D R E S P O N S I B I L I T I E S ( P R O V I S I O N 17 )
The role of the Nomination Committee in a typical UK company is fulfilled in TUI AG 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
Supervisory 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, TUI AG 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.
TUI AG intends to continue this practice. Accordingly, the Supervisory Board considers that TUI AG lives
up to the spirit and meaning of the UK Code to the extent practicable.
A N N U A L R E - E L E C T I O N B Y S H A R E H O L D E R S AT T H E A G M ( P R O V I S I O N 1 8 )
None of the Executive or Supervisory Board members is re-elected annually. However, as noted above,
in light of the UK Code and UK best practice, TUI AG 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. TUI AG intends to continue this practice.
The end of appointment periods for Supervisory Board members are disclosed in the table from page 105.
Current curricula vitae of all Executive and Supervisory Board members are published at www.tuigroup.com/en-en/investors/
corporate-governance.
B O A R D P E R F O R M A N C E E V A L U AT I O N ( P R I N C I P L E L A N D P R O V I S I O N 2 1)
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 per-
formance evaluation is done for the Executive Board.
It is not customary to conduct annual reviews of the Supervisory Board’s efficiency. 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.
External evaluation, which includes the work of the Chairman of the Supervisory Board, is performed by
means of individual interviews and anonymous reviews. Executive Board members are invited to contribute to
the process. Consolidated results are shared with the entire Supervisory Board and appropriate actions
are suggested and discussed as appropriate. The last external review of the Supervisory Board was undertaken
in 2015 by Board Consultants International. Board Consultants International has no other connection
with TUI AG. Due to the forthcoming change in the chairmanship of the Supervisory Board, an internal
efficiency audit was conducted at the end of 2018, which was accompanied by a notary of GÖHMANN
Rechtsanwälte und Notare to ensure anonymity. At its last meeting on 12 September 2019, the Supervisory
Board, now chaired by Dr Dieter Zetsche, dealt with the measures derived from the results of the efficiency
audit. Due to the change in the chairmanship of the Supervisory Board, no efficiency review was planned
for 2019. Rather, the Supervisory Board concentrated on implementing the measures derived from the
efficiency review. The Supervisory Board discussed this issue and decided to return to the subject of
external efficiency audits in 2020, after an appropriate number of meetings had been held under the
chairmanship of Dr Dieter Zetsche. Due to the COVID-19 pandemic, the efficiency audit (currently under
the DCGK self-assessment) was conducted internally at the end of September 2020. The Presiding Committee
and the Supervisory Board have subsequently dealt with the results and derived measures from them.
These primarily concern the work of the Supervisory Board, the organisation of the meetings and the main
topics the Supervisory Board would like to deal with in more detail.
N O M I N AT I O N C O M M I T T E E – S E C T I O N I N T H E A N N U A L R E P O R T ( P R O V I S I O N 2 3 )
For the activities of the Nomination Committee, see page 16 which is part of the Chairman’s letter to share-
holders. The succession planning approach is outlined on page 112. The policy on diversity and inclusion can be
found on page 116. For evaluation of the performance of the board, see above.
112
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R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
C O M P O S I T I O N O F T H E A U D I T C O M M I T T E E ( P R O V I S I O N 2 4 )
Neither German law nor the German Corporate Governance Code stipulates that the Chairman of the
Supervisory Board should not be a member of the audit committee and that the audit committee may only
consist of independent members. The audit committee consists of Dr Zetsche as Chairman of the Super-
visory Board, Dr Dönges and Mr Lukin, who are not considered to be independent. TUI AG therefore does
not fully meet the requirements of the UK CGC, but is of the opinion that the current composition of the
audit committee ensures reliable work based on experience.
F A I R , B A L A N C E D A N D U N D E R S TA N D A B L E A N N U A L R E P O R T & A C C O U N T S ( P R O V I S I O N 2 7 )
In a German stock corporation the Executive Board is responsible for drafting the Annual Report & Accounts
(ARA). According to section 243 (2) of the German Commercial Act (HGB) the ARA must be clearly arranged
and should present a realistic picture of the Company’s economic situation. This is equivalent to the UK Code
requirement for the ARA to be fair, balanced and understandable. Although this assessment has not been
delegated to the Audit Committee, the Executive Board is convinced that this ARA satisfies both requirements.
E S TA B L I S H E D A N D O P E R AT I O N O F R E M U N E R AT I O N C O M M I T T E E ( P R O V I S I O N 3 2 , 3 4 A N D 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 121 for full details on Executive and Supervisory Board
member´s remuneration and our website.
www.tuigroup.com/en-en/investors/corporate-governance
P O L I C Y F O R P O S T- E M P L O Y M E N T S H A R E H O L D I N G R E Q U I R E M E N T S ( P R O V I S I O N 3 6 )
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.
N O T I C E P E R I O D S F O R E X E C U T I V E D I R E C T O R S ( P R O V I S I O N 3 9 )
In accordance with the customary practice in Germany members of the Executive Board are generally
appointed for a term of three to five years. The appointments of respective members of the Executive
Board was extended by three years in financial year 2020. 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.
Further information on Corporate Governance
F U N C T I O N I N G O F T H E E X E C U T I V E A N D S U P E R V I S O R Y B O A R D S
TUI AG is a company under German law. One of the fundamental principles of German stock corporation
law is the dual management system involving two bodies, the Executive Board in charge of managing the
company and the Supervisory Board in charge of monitoring the company. TUI AG’s Executive Board and
Supervisory Board cooperate closely and in a spirit of trust in managing and overseeing the Company, with
strict separation between the two bodies in terms of their membership and competences. Both bodies are
obliged to ensure the continued existence of the Company and sustainable creation of added value in
harmony with the principles of the social market economy.
TUI AG’s Executive Board comprised six members as at the closing date 30 September 2021. 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 105.
In accordance with the law and the Articles of Association, the Supervisory Board had 20 members at the
balance sheet date, i. e. 30 September 2021. As the oversight body, the Supervisory Board provided on-going
advice and supervision for the Executive Board in managing the Company in financial year 2021, 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 divest-
ments, it is required by its terms of reference to seek the approval of the Supervisory Board. The Chairman
of the Supervisory Board coordinates the work in the Supervisory Board, chairs its meetings and represents
the concerns of the body externally. The Supervisory Board and the Audit Committee have adopted terms of
reference for their own work. The Terms of Reference of the Supervisory Board are available on the company’s
website.
For further details, please refer to the Report of the Supervisory Board on page 11.
TUI AG 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.
113
See Remuneration Report from page 128.
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C O M P O S I T I O N O F T H E S U P E R V I S O R Y B O A R D
TUI AG 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 representative.
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.
The composition of the Supervisory Board in financial year 2021 ensured that its members as a group had
the knowledge, ability and expert experience required to properly complete their tasks. The goals set by the
Supervisory Board itself for its composition include in particular comprehensive industry knowledge, at least
five independent shareholder representatives, at least five members with international experience, and
diversity (see also the diversity concepts for the Supervisory Board and the Executive Board from page 116
of this report).
Twelve members of the Supervisory Board had considerable international experience. Due to the different
professional experiences of its members, the composition of the Supervisory Board overall reflects a great
diversity of relevant experience, ability and industry knowhow. Six shareholder representatives are inde-
pendent (including the Chairman of the Supervisory Board, who can be included in the count according to
the German Corporate Governance Code). The six independent members from the Company and its Executive
Board were Ms Ingrid-Helen Arnold, Prof. Dr Edgar Ernst, Ms María Garaña Corces, Ms Janina Kugel, Ms Coline
McConville and Dr Dieter Zetsche. Furthermore, TUI AG has no controlling shareholder within the meaning
of the German Corporate Governance Code.
The members of the Supervisory Board take responsibility for undertaking any training or professional
development measures necessary to fulfil their duties and they receive support in this respect from the
company. The company regularly informs its members about current changes in the legislation as well as
about relevant topics relating to the company and corporate governance. As part of the preparation for
the capital increase, all members of the Supervisory Board received a training on the rights and obliga-
tions in connection with their membership on the Supervisory Board of a public limited company. The
training was conducted by an external renowned law firm. Furthermore, at the meeting in September 2021, the
members were informed about the legal changes introduced with the entry into force of the Financial
Market Integrity Strengthening Act (FISG). 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.
In accordance with the Framework Agreement that the Company entered into with the WSF dated 4 Jan-
uary 2021, the WSF was involved in the selection of the candidates Dr Jutta Dönges and Ms Janina Kugel
for the Supervisory Board as the Framework Agreement provides for the obligation of the Executive Board and
the Supervisory Board, to the extent legally permissible, to endeavour to procure that two persons nominated
by the WSF will become members of the Supervisory Board. Other than that, no current member of the Execu-
tive Board has been appointed, and no member of the Supervisory Board has been elected, pursuant to any
arrangement or understanding with major shareholders, customers, suppliers or others. There are no family
relationships between any current members of the Executive Board or Supervisory Board.
S P E C I F I C AT I O N S P U R S U A N T T O S E C T I O N S 7 6 (4 ) , 111 ( 5 ) O F T H E G E R M A N S T O C K C O R P O R AT I O N A C T
At least 30 % of the Supervisory Board members were women and at least 30 % 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 a resolution dated 15 September 2020, the Supervisory Board extended the target of one woman in
the Executive Board until 30 September 2023 in accordance with section 111 (5) of the German Stock
Corporation Act. This target was achieved in the reporting period with the membership of Dr Elke Eller and
her subsequent replacement by Ms Sybille Reiss from 1 July 2021.
In turn, the Executive Board resolved, in keeping 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 level below this. Both targets should be reached by 30 September 2023. For this
reason, TUI AG has implemented various measures over the past years aimed at increasing the proportion
of women on a long-term and sustainable basis. 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 woman should always be on the shortlist in the recruitment process for positions in the Senior
Leadership Team. Despite all the measures taken, the suitability and qualification of candidates for filling
vacant positions are still of primary importance. With the proportion of women of 24 % at the first man-
agement level below the Executive Board, we have almost reached the target of 25 %. At the second
management level below the Executive Board, the proportion of women was increased from 22 % to
24 %, so we are gradually moving towards the target of 30 %.
C O N F L I C T S O F I N T E R E S T
Executive and Supervisory Board members are bound to observe the TUI AG’s best interests. In addition,
Executive Board members are subject to comprehensive non-compete clauses throughout the duration of
their appointment. In the completed financial year 2021, there were no conflicts of interest requiring
disclosure to the Chairmen of the Supervisory Board or the Executive Board. None of the Executive Board
or Supervisory Board members has a board role or a consultancy contract with one of TUI’s competitors.
S H A R E H O L D E R S A N D A N N U A L G E N E R A L M E E T I N G
TUI AG shareholders exercise their co-determination and monitoring rights at the Annual General Meeting,
which takes place at least once a year. The AGM takes decisions on all statutory matters, and these are binding
on all shareholders and the Company. For voting on resolutions, each share confers one vote.
All shareholders registering in due time are entitled to participate in the Annual General Meeting. Shareholders
who are not able to attend the AGM in person are entitled to have their voting rights exercised by a bank,
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a shareholder association, one of the representatives provided by TUI AG 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 TUI AG via the web in the run-up to the AGM.
Shareholders can, moreover, register for electronic dispatch of the AGM documents.
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 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 TUI AG’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.
More detailed information about risk management in the TUI Group is presented in the Risk Report. It also
contains the report on the accounting-related internal control and risk management system required in
accordance with the German Commercial Code (sections 289 (5), 315 (2) no. 5 HGB).
Risk Report see page 35.
S TAT E M E N T P U R S U A N T T O P R O V I S I O N 4 U K C G C
At the Annual General Meeting of TUI AG on 25 March 2021 the resolution approving the re-election of
Mr Alexey Mordashov to the Supervisory Board of the Company (Resolution 8.4) received 75.61 % votes in
favour and 24.39 % votes against (with 0.67 % of votes withheld and so not counted). As more than 20 % of
the votes cast were against the resolution the Company has sought to understand the reasons for this, as
required by the UK CGC.
Based on consultations with both shareholders and proxy advisors, the Company believes the main reason
for the level of votes cast against the resolution was shareholders following their own proxy guidelines
and / or the recommendation of certain proxy advisors to vote against the resolution. The Company believes
this recommendation was based on the number of non-independent members of the Supervisory Board.
Mr Mordashov is considered non-independent under the UK CGC as a result of his connection to Unifirm
Ltd., which is the Company’s largest shareholder currently holding approximately 32 % of the Company’s
total issued share capital.
The Company believes that Mr Mordashov has been an effective member of the Supervisory Board and will
continue to be so for the remainder of his term in office. In this respect, the Company also notes that at the
2021 AGM a resolution to approve the actions of Mr Mordashov as a member of the Supervisory Board for
the financial year ended 30 September 2020 (Resolution 3.17) received 99.65 % votes in favour and 0.35 %
votes against (with 19.09 % of votes withheld and so not counted). The Company further notes that Unifirm
Ltd. has been a supportive shareholder for the Company during the COVID-19 pandemic, including making a
material additional investment in the Company.
As a consequence of the Company’s view of why more than 20 % of the votes were cast against the resolution
approving the re-election of Mr Mordashov to the Supervisory Board, the Company does not believe it is
necessary or appropriate to take any additional action.
R I S K M A N A G E M E N T
Good corporate governance entails the responsible handling of commercial risks. The Executive Board of
TUI AG 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
T R A N S PA R E N C Y
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 TUI AG’s website.
D I R E C T O R S ’ D E A L I N G S
The Company was informed by Mr David Burling, Mr Sebastian Ebel, Dr Elke Eller, Mr Stefan Heinemann,
Mr Friedrich Joussen, Mr Peter Krueger, Mr Peter Long, Mr Alexey Mordashov (via Unifirm Limited), and
Dr Dieter Zetsche of notifiable purchase and sale transactions of TUI AG shares or related financial in-
struments by directors (directors’ dealings or managers’ transactions) concerning financial year 2021.
Details are provided on the Company’s website.
Purchase and sales transactions by members of the boards are governed by the Group Manual Share
Dealings by Restricted Persons, approved by the Executive Board and the Supervisory Board, alongside
corresponding statutory provisions. The Group Manual Share Dealings by Restricted Persons stipulates
above all an obligation to receive a clearance to deal for transactions with TUI AG’s financial instruments.
A C C O U N T I N G A N D A U D I T I N G
TUI AG prepares its consolidated financial statements and consolidated interim financial statements in
accordance with the provisions of the International Financial Reporting Standards (IFRS) as applicable in
the European Union. The statutory annual financial statements of TUI AG, 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
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Board prior to publication. The consolidated financial statements and the financial statements of TUI AG
were audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover, the auditors elected by the
2021 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 249.
The condensed consolidated interim financial statement and management report as of 31 March 2021 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 identified that
indicate an inaccuracy in the Declaration of Compliance regarding the recommendations of the DCGK issued
by the Executive Board and Supervisory Board. There were no grounds to provide such information in the
framework of the audit of financial year 2021.
E N G A G E M E N T W I T H O U R S TA K E H O L D E R S
Under the UK CGC, TUI AG 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 26
• Employees – see page 84
• Shareholders and other financial stakeholders – see pages 100 and 155 ff.
• Suppliers – see page 119
• Non-governmental organisations – see page 80
Diversity concepts for the composition of the Executive Board and Supervisory Boards
D I V E R S I T Y C O N C E P T F O R T H E C O M P O S I T I O N O F T H E E X E C U T I V E B O A R D
The diversity concept for the composition of the Executive Board takes into account the following diver-
sity aspects:
(a) Age:
As a rule, the employment contracts of members of the Executive Board end once the standard retirement
age for statutory retirement insurance has been reached (currently 67).
(b) Gender:
The Executive Board should include one woman.
(c) Educational / professional background
The necessity for a variety of educational and professional backgrounds already arises from the obligation
to manage the company in accordance with the law, the company’s articles of association and its terms
of reference. In addition, the Executive Board as a whole, through its individual members, should possess
the following essential background qualities:
• management experience, some of which ideally has been acquired abroad, and intercultural 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
corporate governance;
• profound knowledge of the intricacies and requirements of the capital market (shareholder man-
agement);
• knowledge of accounting and financial management (controlling, financing);
• in-depth understanding of and experience with change management.
G O A L S O F T H E D I V E R S I T Y C O N C E P T F O R T H E C O M P O S I T I O N O F T H E E X E C U T I V E B O A R D
The standard retirement age on the one hand enables incumbent members of the Executive Board to
contribute their professional and life experience for the good of the company for as long a time as possible.
On the other hand, adherence to the standard retirement age is intended to promote regular rejuvenation
of the board.
Inclusion of both genders in Executive Board work is on the one hand an expression of the conviction of the
Supervisory Board that mixed-gender teams lead to the same or better outcomes as teams with rep-
resentation 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.
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M E T H O D O F I M P L E M E N TAT I O N O F T H E D I V E R S I T Y C O N C E P T F O R T H E C O M P O S I T I O N
O F T H E E X E C U T I V E B O A R D
A key aspect of applying the diversity concept to the composition of the Executive Board is inclusion of
the Supervisory Board within the corporate organisation, as is prescribed by law, the company’s articles of
association and its terms of reference. This ensures the Supervisory Board is familiar with the strategic,
economic and actual situation of the company.
In its role as overseer of the management of the Executive Board, the Supervisory Board of TUI AG
makes decisions on the allocation of business responsibilities within the Executive Board, appointments to the
Executive Board and thus also workforce and succession planning within the Executive Board. 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 (emergency, medium-term and long-term scenarios). 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. The
Supervisory Board also asks the Executive Board to report on current progress and implementation of
family-friendly concepts and concrete measures for promotion of women (e. g. at least one woman on the final
shortlist for any new or replacement appointments to roles within the senior leadership team).
R E S U LT S A C H I E V E D I N F I N A N C I A L Y E A R 2 0 2 1
With effect from 1 July 2021, Ms Sybille Reiss as successor to Dr Elke Eller was appointed member of the
Executive Board. The target set by the Supervisory Board that at least one woman should be a member of
the Executive Board has thus been achieved in the reporting period. In connection with the leaving of Ms Birgit
Conix from the Executive Board with effect from 31 December 2020, Mr Sebastian Ebel took over the Finance
Department from 1 January 2021. In addition, the Supervisory Board appointed Mr Peter Krueger as a
member of the Executive Board with effect from 1 January 2021 (see overview of the Executive Board on
page 107). It is the view of the Supervisory Board that Ms Reiss, Mr Ebel and Mr Krueger among other things
through their professional careers, their wide-ranging international experience and by virtue of their diverse
professional histories and individual backgrounds, will contribute to the diversity of the Executive Board. For
anyone interested in further information, the CVs of these and all other members of the Executive Board are
available on the company website, as well as further details communicated about the appointment decisions
of the Supervisory Board.
D I V E R S I T Y C O N C E P T F O R T H E C O M P O S I T I O N O F T H E S U P E R V I S O R Y B O A R D
The diversity concept for the composition of the Supervisory Board takes into account the following diversity
aspects: The terms of reference of the Supervisory Board of TUI AG stipulate a standard age limit of 68
for elections to the Supervisory Board. As well as the statutory gender quota (section 96(2)(1) of the
German Stock Corporation Act, (AktG) the Supervisory Board has set itself further goals in relation to
its composition. These include e. g. the kind of international character and sector experience that diverse
educational and professional backgrounds provide as well as a number of independent shareholder represent-
atives. Application of the law about the codetermination rights of employees also contributes greatly to
ensuring diverse educational and professional backgrounds within the Supervisory Board of TUI AG.
G O A L S O F T H E D I V E R S I T Y C O N C E P T F O R T H E C O M P O S I T I O N O F T H E S U P E R V I S O R Y B O A R D
The Supervisory Board is convinced that the diversity of its own composition sends an important signal
both inside and outside the company. The age limit and standard membership term have the goal on the
one hand of finding and retaining suitable candidates. Members of the board must possess sufficient
professional experience and personal suitability for the position and have the necessary time available
to perform the role. After familiarisation with the business model and the peculiarities of a vertically
integrated company, the Supervisory Board considers the stability of board composition in the sense of
continuity of corporate development to be equally important. On the other hand, the Supervisory Board
should be looking at new approaches and new ideas on a regular basis, in order to further the continual
development of the company and the business model. The Supervisory Board considers the age limit
and standard membership term to be worthwhile instruments for achieving both goals.
Other goals in relation to composition (including international character and sector experience) reflect
the demands placed on the advisory and oversight body and its role within a globally active Group of companies
operating in a challenging competitive environment. Multicultural and international experience of corporate
integration is equally as important for this as knowledge of the value drivers and success levers of the
sector. In all of this, the effect and cultural features of the so-called stakeholder approach of a social market
economy must be taken into account, which is also ensured on the Supervisory Board by the codetermination
of employee representatives.
M E T H O D O F I M P L E M E N TAT I O N O F T H E D I V E R S I T Y C O N C E P T F O R T H E S U P E R V I S O R Y B O A R D
Implementation of the goals pursued by the diversity concept is assured by the anchoring of its key components
in law and in the company’s terms of reference as well as the requirement for a Declaration of Compliance in
accordance with section 161 of the German Stock Corporation Act (AktG) on Corporate Governance within the
company. As far as the shareholder side of the Supervisory Board is concerned, the Nomination Committee
ensures that the binding and voluntary targets for the composition of the Supervisory Board are met. As part
of regularly conducted efficiency audits, the Supervisory Board also undertakes a self-evaluation process,
which includes aspects of its composition.
R E S U LT S A C H I E V E D I N F I N A N C I A L Y E A R 2 0 2 1
In financial year 2021, no changes have been made to the diversity concept or the composition of the
Supervisory Board. In accordance with the recommendation in point 5.4.1 (2) of the previous German
Corporate Governance Code (version dated 7 February 2017) the Supervisory Board in its resolution of
14 September 2017 issued a competency profile for the composition of the board as a whole.
In place of Ms Gifford and Mr Long and at the proposal of the WSF and the Supervisory Board of TUI AG,
Dr Jutta Dönges and Ms Janina Kugel were elected to the Supervisory Board at the 2021 AGM.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
Particularly in view of the challenges still ahead, the Supervisory Board in Dr Dönges has gained an expert on
investment and financing issues. Ms Kugel brings a lot of expertise as an experienced manager in human
resources, especially with regard to transformation and restructuring, as well as the associated changes
in working methods and culture. Additionally, Ms Tanja Viehl and Mr Mark Muratovic have been appointed to the
Supervisory Board as new employee representatives with effect from the end of the 2021 AGM. Both Ms Viehl,
with her experience in personnel law issues in the aviation industry, and Mr Muratovic, with his knowledge of the
operational business, are valuable additions to the board. On the shareholder side, five out of ten members of
the Supervisory Board are women, and the proportion of women on the board as a whole is 40 %, which
is in line with the statutory quota. With six different nationalities represented on the Supervisory Board, its
composition can be described as international. The diversity of professional and educational backgrounds of the
individual members of the board is also evident from the yearly updated CVs of Supervisory Board members
published on the corporate website.
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Integrity & Compliance
Anti-corruption and bribery
In implementing our business activities, we have to comply with many national and international laws and
rules as well as internal policies. 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 the reputation of our Company. Our Compliance Management System aims
to promote integrity and prevent potential misconduct, making liability risks manageable for the Company,
its legal representatives, executives and employees and thereby protecting the Company’s reputation. It is a
fundamental component in our commitment to corporate, environmental and social responsibility in our
actions.
Due to the reduced business operations in the period under review and the continuing short-time work
benefit schemes, which also affected Integrity & Compliance, we have focused on activities in our core areas.
To reduce the workload for our employees, training programmes were carried out on a selective basis. While
everyone had to complete the Integrity Passport training, the Fair Competition training was only provided
for selected employees. The development of our Compliance Management System centred on the digi-
talisation of existing processes to achieve a more data-driven approach to Compliance. The aim of this
development process is to establish an up-to-date Compliance Management System that draws on a broad
data basis to ensure that the risk management system is transparent and clear. In implementing the risk
analysis, we dispensed with the customary dispatch of questionnaires so as to relieve the pressure on
business units. Instead, the Compliance Officers in charge used the information available and existing
data to analyse and assess the risk landscape. This process served as a test run for establishing a risk score
system. This process aims to operate a single IT system where all the data required is stored and retrieved,
permitting real-time analysis. Using a risk score to evaluate this data enables us to design and implement
measures and processes for minimising risk in an even more targeted manner.
11 8
TUI Compliance Management System
P r event
Integrity &
Compliance
Culture
R
e
a
c
t
t
Detec
1 P R E V E N T
• Risk Analysis
• Training and communication
• Policy Management
• System Management
• Advice
2 D E T E C T
• Incident Management
• Monitoring
• Process Management
3 R E A C T
• Information Management
• Process improvement
C O M P L I A N C E M A N A G E M E N T S Y S T E M
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 the set-up and standard operations as well as the
documentation of roles, responsibilities and processes in these areas.
The Compliance Management System applies to TUI AG and all companies majority-owned, directly or
indirectly, by TUI AG, whether domestic or foreign, and of any other shareholdings, where management
control directly or indirectly lies with TUI AG (‘Managed Group Companies’). Implementation of the Com-
pliance Management System is recommended for companies where management control does not lie with
TUI AG (‘Non-Managed Group Companies’).
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
119
I N T E G R I T Y & C O M P L I A N C E S T R U C T U R E
The Chief Compliance Officer is responsible for drawing up, maintaining and developing our Compliance
Management System. She is supported by the Integrity & Compliance department, forming part of Legal.
In the financial year under review, the activities of this department were centralised. Rather than many
part-time local Compliance Officers, responsibility now rests with a centrally managed team of full-time
Compliance Officers. This structure ensures greater consistency of processes and measures as well as more
efficiency. Some Compliance Officers continue to be based in the companies or the regions they cater for.
All Compliance Officers are in close contact with local management, who remains generally responsible for
Compliance rules, and together they are responsible for the implementation of our Compliance require-
ments and Integrity values, above all:
• Raising awareness of Integrity & Compliance and the associated core issues through communication
campaigns (e. g. the Integrity & Compliance Advent calendar)
• Implementing a selective risk analysis relating to the core Compliance issues for selected segments
(e. g. Hotels & Resorts, Markets & Airlines, TUI Musement)
• Implementing measures to ensure that we comply with our commitment to integrity in our action in
line with the Integrity Passport
• Providing training on the Integrity Passport and Fair Competition
• Advising managers and employees, primarily with regard to trade sanctions, anti-corruption & anti-bribery
and fair competition
• Securing the necessary exchange of information between local management and the Integrity & Compliance
team
• Monitoring new national and international legislation (e. g. implementation of the EU Directive on the
Protection of Persons who Report Breaches of Union Law or the requirements of the German Act on
Corporate Due Diligence in Supply Chains)
• Providing regular reports to the Group Executive Committee and annual reports to the Audit Committee
of the Supervisory Board
I N T E G R I T Y & C O M P L I A N C E C U LT U R E
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 to the
Executive Board and Supervisory Board of TUI AG, thus the ‘tone from the top’. It is expressed, in particular,
in our corporate value ‘Trusted’, appealing to our employees’ personal responsibility and their honesty and
sincerity in handling guests, stakeholders and fellow employees.
I N T E G R I T Y PA S S P O R T – T U I ’ S C O D E O F C O N D U C T
Our Integrity Passport is binding for all employees, from Executive Board members to trainees, and for all
managed Group companies. The name ‘Integrity Passport’ signals a shift in the Company’s Compliance culture:
away from a purely rule-based understanding of Compliance towards a culture of integrity values. 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 hospitalities, protection of our business secrets, data
privacy, handling conflicts of interest, prevention of insider trading, maintaining proper accounts and financial
records, anti-money laundering, trade restrictions, respectful dealings with each other, sustainability, and public
communications about TUI and how to raise a concern.
S U P P L I E R S ’ C O D E O F C O N D U C T
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. This places our business relationship with our partners on a
solid basis.
I N T E G R I T Y & C O M P L I A N C E – P O L I C Y M A N A G E M E N T
The principles anchored in the Integrity Passport are communicated to and implemented in TUI Group
through our policies, statements and manuals. Our Group-wide policy management develops the standards
for Group-wide policies and coordinates the involvement of relevant internal stakeholder groups, e. g.
other departments and the works council. This approach is designed to provide employees with a set of
policies which are as comprehensible as possible. TUI Group’s Compliance policies offer guidance on a range
of issues, including on appropriate conduct regarding gifts and hospitality, fair competition and compliance
with trade sanctions.
I N T E G R I T Y & C O M P L I A N C E – R I S K A S S E S S M E N T
Conducting a risk analysis is a key element of our Compliance Management System. With digitalisation
advancing at such a fast pace, it is now vital to further develop the risk analysis process and align it to the
technical possibilities available. Development is focusing on the IT and data base used to assess risks. Under
the previous approach, most of the information on fair competition, anti-corruption and handling trade
sanctions that was required for risk analysis was compiled from a questionnaire to be completed by local
management. The Compliance Department analysed that information to assess risks using likelihood of
occurrence and potential damage (including reputational risks) as criteria. The assessments served to identify
principal risks and to derive corresponding measures to minimise those risks. In the completed financial year,
a deliberate decision was taken to dispense with sending out a questionnaire. Instead, the Compliance Officers
in charge compared the existing information from past surveys with information from current data sources
and from individual communications with the business owners and then scored it. This data was used, on the
basis of the criteria mentioned above, to update the risk analysis. Moreover, Risk Committee meetings were
held at local and Group level to identify and discuss business-specific challenges. Information and findings
generated at these levels were likewise fed into the risk analysis. Reported infringements of Compliance
requirements were also reflected. Where infringements had been investigated, the Compliance Officers
factored in the findings and reassessed the risk in the relevant area in the light of the potential need for risk
minimisation.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
The annual survey among legal representatives, executives and selected employees of TUI Group to identify
potential conflicts of interest is also part of the risk assessment and precautionary measure. A conflict of
interests exists if the professional business judgment of an employee conflicts with his or her own interests.
In the period under review, the survey was carried out within TUI Group. In the framework of the digital-
isation strategy and with a view to improving the existing process, an interface was created between the
personnel management system TUI People and the Compliance Platform. As a result, the data exchanged
between the systems can now be processed faster and more efficiently.
The survey was completed by 99 % of those surveyed. The evaluation showed that potential conflicts of
interest requiring further investigations existed for 11 % of the respondents. These conflicts of interest
were subsequently eliminated, approved or monitored, ensuring the required transparency.
I N T E G R I T Y & C O M P L I A N C E T R A I N I N G
Training is a key element of TUI’s Compliance Management System, with its focus on preventing misconduct,
and a crucial component of TUI Group’s Integrity & Compliance culture. It is carried out according to a graded
concept: managers and staff at TUI have all benefited from face-to-face teaching and online programmes.
The online training programme on the Integrity Passport, which explains integrity and the underlying corporate
values, is mandatory for all employees and executives. The online training on ‘Fair competition’ was rolled
out in individual companies and segments within TUI, and training schemes with their own specific focus were
offered, e. g. on anti-corruption, competition law or the appropriate handling of gifts and hospitalities, to raise
awareness of the risk-related challenges employees might face.
W H I S T L E B L O W E R S Y S T E M : S P E A K U P L I N E
TUI offers its managers and employees a Group-wide whistleblower system to enable serious infringements of
laws or the policies anchored in TUI’s Integrity Passport to be reported anonymously and without reprisals. This
whistleblowing system is currently available to staff in 53 countries. All reports are consistently followed
up in the interests of all stakeholders and the Company. Our top priority is to ensure confidentiality and handle
information discreetly. Any incidents resulting from the use of the whistleblower system are reviewed
and followed up by the Integrity & Compliance team, in some cases in conjunction with Group Audit Fraud.
In 2021, a total of 29 reports (in 2020 50 reports) were received through the SpeakUp Line. Apart from
the SpeakUp Line, employees also used the opportunity to directly report infringements to their line
managers, the Compliance contact in charge or the Compliance Mailbox, also available externally. A further
21 reports (in 2020 19 reports) were received through these channels. They were followed up whenever
there were any indications suggesting potential infringements of internal policies or the law. Out of the
50 reports (in 2020 69 reports) submitted in total, 16 cases (in 2020 nine cases) initially presented prima facie
indications of a Compliance infringement, leading to further investigations, which in one case (in 2020 5 cases)
resulted in disciplinary measures.
B U S I N E S S PA R T N E R S C R E E N I N G ( D U E D I L I G E N C E P R O C E S S )
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 be included in sanctions lists
cannot be ruled out.
As part of the transformation process, a new provider for the screening of business partners was select-
ed in the financial year under review. The selection criteria include the usability of the platform, the price
structure, and the quality and scope of retrievable data. The Internet data base set up by the provider serves
to check the names of business partners against international sanctions, terrorist and wanted persons lists. In
the event of a match, we launch a range of measures, in the severest cases terminating the business relationship.
In addition, the existing process of risk-based business partner screening was reviewed. If a contract is
to be concluded with a business partner, a guided information request has to be carried out in the Compliance
Platform in order to establish whether an extended business partner screening must be implemented.
The criteria used to determine the outcome include, for instance, the registered office of the business partner,
the term of the contract and the value of the contract. If these process criteria identify a potential risk
associated with the business partner, the next step must include checking the business partner against
international sanctions, terrorist and wanted persons lists via the Internet data base provider. If the business
partner gives grounds for concern, further measures must be launched, the severest being termination of the
business relationship. These measures are another key component of the data-driven Compliance approach.
D ATA P R O T E C T I O N
Data protection remains important for the TUI Group. We evaluate the compliance with data protection
law permanently and report indicators to the Group Executive Committee. Furthermore, Risk Oversight
Committee will be informed about risk connected with data protection. In addition, we have reported few
data breaches in accordance with Art. 33 GDPR. However, no fines are imposed so far. Indicators measure
observance of the legal time limit to respond to data access requests (2021: 99.8 %.; 2020: 99.9 %).
12 0
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
12 1
RE MUNER ATION REPORT
The remuneration report mainly explains the remuneration of the members of TUI AG’s Executive Board and
the remuneration of the members of the Supervisory Board in accordance with the Articles of Association.
The underlying remuneration systems are based in particular on the recommendations of the German
Corporate Governance Code (DCGK), the requirements of the German Commercial Code (Handelsgesetz-
buch – HGB) and the German Stock Corporation Act (Aktiengesetz – AktG) and, where possible, the
recommendations of the UK Corporate Governance Code (UK CGC). In addition, the remuneration report
includes the disclosures required by section 162 of the German Stock Corporation Act as amended by the
Act Implementing the Second Shareholders’ Rights Directive (ARUG II). TUI AG thus also implements the
requirements on the remuneration report resulting from the second framework agreement on the granting
of stabilisation measures, which it concluded with the Economic Stabilisation Fund on 4 January 2021
(Framework Agreement II).
As a German stock corporation, TUI AG is also listed on the London Stock Exchange (LSE). Where man-
datory rules on the governance structure and legal requirements of a German stock corporation are
affected, these are presented accordingly in this report and, where appropriate, placed in the context of
the UK CGC.
Executive Board and Executive Board Remuneration
C O N F I R M AT I O N O F T H E R E M U N E R AT I O N S Y S T E M B Y T H E S H A R E H O L D E R S
Following preparatory work in financial year 2019, the Supervisory Board of TUI AG adopted a revised
remuneration system for the members of the Executive Board in December 2019 with retroactive effect from
the beginning of financial year 2020, i. e. 1 October 2019. The remuneration system in its revised form
was approved by TUI AG shareholders at the Annual General Meeting on 11 February 2020, also with
retrospective effect from the beginning of financial year 2020. In addition to the statutory requirements,
the revision of the remuneration system took into account the recommendations of the DCGK as amended
on 7 February 2017 and the draft of the new version of the DCGK as of 16 December 2019. In addition,
the recommendations of the UK CGC and a different market practice in the United Kingdom were also taken into
account in the revision. Against the background of changes in market practice and further developments in the
structure of Executive Board remuneration since the last fundamental revision of the remuneration system, the
remuneration system for TUI AG’s Executive Board was revised to include and take account of the aforemen-
tioned perspectives and approved by TUI AG’s shareholders: The defined performance indicators are designed
to take account of the interests of all stakeholders and create value for our equity and debt providers. In revising
the Executive Board remuneration system, the Supervisory Board was supported by renowned, independent
external remuneration consultants PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC).
The revision of the remuneration system included, among other things, different performance targets for
the short-term incentive plan (STI). In addition, the Total Shareholder Return (TSR) performance target is
no longer used in the calculation of the long term incentive plan (LTIP). In addition, the revised remuneration
system now also includes malus and clawback rules, thus taking into account the requirements of UK-based
stakeholders and the amended recommendations of the DCGK in particular.
According to the German Stock Corporation Act (AktG) in the version of SRD II, the Supervisory Board must
in future submit the remuneration system for approval whenever there is a significant change, but at least
every four years. The Supervisory Board had to make such a submission for the first time at the first ordinary
Annual General Meeting following 31 December 2020. TUI AG’s previous voluntary procedure in line with the
UK CGC already largely complied with these new requirements. In its resolution of 25 March 2021, the AGM
approved the remuneration system for Executive Board members by 95.8 % and thus adopted it.
C O M P O S I T I O N O F T H E B O A R D O F D I R E C T O R S
In financial year 2021, the Executive Board consisted of a total of six members. The service agreements of
two Executive Board members were not renewed at their own request and they therefore no longer belong
to TUI AG’s active Executive Board. They were replaced by new members.
• Friedrich Joussen: CEO
• David Burling: CEO Markets
• Sebastian Ebel: CEO Hotels & Resorts, Cruises, Destination Experiences until 31 December 2020, CFO
since 1 January 2021
• Peter Krueger: CSO, Member of the Executive Board since 1 January 2021
• Sybille Reiss: CHRO / Labour Director, Member of the Board since 1 July 2021
• Frank Rosenberger: CIO
• Birgit Conix: CFO, Member of the Executive Board until 31 December 2020
• Dr Elke Eller: CHRO / Labour Director, Member of the Executive Board until 30 June 2021
G E N E R A L P R I N C I P L E S
Upon recommendation of the Presiding Committee, the Supervisory Board determines the remuneration
of the individual members of the Executive Board in accordance with section 87 (1) sentence 1 AktG. In
addition, the Supervisory Board regularly reviews the remuneration system for the Executive Board.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
In particular, the following principles are taken into account:
• Comprehensibility and transparency
• Economic situation, success and sustainable development of the company
• Linking the shareholder interest in value enhancement and profit distribution with corresponding
C O R P O R AT E G O V E R N A N C E
performance incentives for the members of the Executive Board
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
• Competitiveness in the market for highly qualified managers
• Appropriateness and orientation towards tasks, responsibility and success of each individual member of
the Executive Board, also in a relevant environment of comparable international companies, taking into
account the typical practice in other large German companies
• Linking a significant part of the total remuneration to the achievement of demanding long-term performance
targets
• Appropriate relationship between the amount of the fixed remuneration and the performance-related
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
remuneration
• Adequacy in horizontal and vertical comparison (see page 138)
I . R E M U N E R AT I O N O F T H E E X E C U T I V E B O A R D I N T H E F I N A N C I A L Y E A R 2 0 2 1
In financial year 2021, the remuneration of the Executive Board members consisted of: (1) a fixed remuneration,
(2) a performance-related annual bonus as short-term incentive (STI), (3) virtual shares in TUI AG under the
long term incentive plan (LTIP), (4) fringe benefits and (5) pension benefits. The following table provides an
overview of the individual components of the remuneration system for Executive Board members in force
and approved by the Annual General Meeting as well as the structure of the individual remuneration com-
ponents. All information in the table is subject to the remuneration restrictions set out under ’Remuneration
Restrictions based on the Framework Agreement with the Economic Stabilisation Fund’ on page 130.
The remuneration system and the service agreements of the members of the Executive Board stipulate in
particular,
• how the target total remuneration is determined for the individual members of the Executive Board and
what amount the total remuneration may not exceed (maximum remuneration),
• the relative share of fixed remuneration on the one hand and short-term variable and long-term variable
remuneration components on the other hand in the target total remuneration,
• which financial and non-financial performance criteria are decisive for variable remuneration components,
• what the relationship is between the achievement of the previously agreed performance criteria and the
variable remuneration,
• in what form and when the member of the Executive Board can dispose of the variable remuneration amounts.
The remuneration system adopted by the Supervisory Board at the end of 2019 and approved by the 2021
Annual General Meeting also contains a malus and clawback provision. Accordingly, in the event of a serious
breach by the beneficiary of the principles contained in the company’s Code of Conduct or of due diligence
in the management of the company during the assessment period of the corresponding variable remuneration
components, the company may reduce or cancel the payment amounts in full or demand their return in full or
in part after payment. The Supervisory Board shall decide on this in each individual case at its due discretion
and shall take into account in its decision in particular the severity of the violation as well as the amount of
the financial or reputational damage caused thereby.
12 2
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
Target total remuneration
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
TA R G E T
The target total remuneration of the members of the Executive Board was determined subject to the
application of the remuneration restrictions arising from Framework Agreement II.
C O M P O S I T I O N O F T H E TA R G E T T O TA L R E M U N E R AT I O N
O F A L L M E M B E R S O F T H E E X E C U T I V E B O A R D
2
Fringe benefits
40
Long Term
Incentive Plan
(LTIP)
%
12
Pension/
service costs
21
Short Term
Incentive (STI)
25
Fixed remuneration
(1) Fixed remuneration
TA R G E T
Fixed remuneration paid in twelve equal monthly instalments in arrears at the end of the month,
taking into account the applicable tax and social security regulations.
Together with the other remuneration components, the fixed remuneration forms the basis for
attracting and retaining the highly qualified members required for the development and implementation
of the corporate strategy for the Executive Board.
I N T R A - G R O U P M A N D AT E S
No separate remuneration / credit against fixed remuneration
E X T R A - G R O U P M A N D AT E S
No offsetting against fixed remuneration, subject to approval by the Supervisory Board
TA R G E T
STI is designed to motivate members of the Executive Board to achieve demanding and challenging
financial, operational and strategic goals during a financial year. The targets reflect the corporate
strategy and are aimed at increasing the value of the company. In particular, through the link to EBIT,
the one-year variable remuneration is linked to the achievement of a key Group performance indicator
in the respective financial year.
(2) STI
12 3
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
D E S C R I P T I O N S T I
F I N A N C I A L P E R F O R M A N C E TA R G E T S
C A S H F L O W
I N D I V I D U A L
T A R G E T
A M O U N T
Individual target
amount for STI
according to service
agreement
Interpolated degree
of target
achievement
+
Reported EBIT
vs. Target EBIT at
constant currency
+
Interpolated degree
of target
achievement
P E R F O R M A N C E
F A C T O R
• EB objectives
• Stakeholder
objectives
=
+
• Individual objectives
(Flexible weighting)
0.8– 1.2
Weighting:
75 %
Weighting:
25 %
TA R G E T A M O U N T
Contractually agreed, individual target amount
O V E R A L L TA R G E T A C H I E V E M E N T
• Total target achievement of the financial ratios
• Interpolation: 0 % to 180 %
• Individual power: 0.8 to 1.2
• Adjustment element pursuant to section G.11 DCGK
• Compliance Claw-back
Group key figure 1
G R O U P K E Y F I G U R E
EBIT (Reported)
TA R G E T A C H I E V E M E N T
Actual vs. target value at constant currency
TA R G E T A C H I E V E M E N T C O R R I D O R
75 % to 115 %
P E R F O R M A N C E C O R R I D O R E B I T
Target Achievement
I N %
200
150
100
50
0
A C T U A L S T I
A M O U N T
Actual STI amount
100 % cash payout
(subject to claw-back)
Performance
Corridor
Earnings Target
12 4
W E I G H T I N G
75 %
0
20
40
60
80
100
> 115
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
Group key figure 2
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Individual performance
(3) LTIP
12 5
G R O U P K E Y F I G U R E
Cash flow before dividends
TA R G E T A C H I E V E M E N T
Target value against + / – 15 % of EBIT to budget rates
TA R G E T A C H I E V E M E N T C O R R I D O R
85 % to 115 %
P E R F O R M A N C E C O R R I D O R C A S H F L O W T O T H E F I R M
Target Achievement
I N %
200
150
100
50
0
W E I G H T I N G
25 %
Performance
Corridor
Deviation from the
defined target
< – 15 %
– 15 %
target
+ 15 %
> + 15 %
of EBIT b. r.
of EBIT b. r.
TA R G E T
For each financial year, the Supervisory Board sets performance criteria for the individual performance of
the beneficiary, the performance of the entire Executive Board and the achievement of stakeholder goals
and their weighting in relation to each other. ESG goals are always taken into account here.
TA R G E T A C H I E V E M E N T C O R R I D O R
0.8 to 1.2
TA R G E T
The company’s value and the value for the shareholders (so-called shareholder value) are to be increased
in the long term by setting ambitious goals that are closely linked to the company’s earnings, the share
price development and the dividend. By linking earnings per share and the development of the share price,
a congruence is established between the interests and expectations of the shareholders and the remu-
neration of the Executive Board. The performance period of four years helps to ensure that the actions of
the Executive Board in the current financial year are also aligned with the long-term development of the
company.
D E S C R I P T I O N LT I P
P R O V I S I O N A L N U M B E R
O F V I R T U A L S H A R E S
G R A N T E D
Individual target amount
for LTI according
to service agreement
Ø Xetra share price over 20
trading days prior to first
day of F Y
E
C
N
A
M
R
O
F
R
E
P
S
R
A
E
Y
4
D
O
I
R
E
P
E
C
N
E
R
E
F
E
R
T A R G E T
F I N A L
A C H I E V E M E N T
N U M B E R
P E R F O R M A N C E
O F V I R T U A L
T A R G E T E P S
S H A R E S
Ø Xetra share
price over
20 trading days
prior to last
day of F Y
A C T U A L L T I
A M O U N T
Actual LTI amount
Payout
+
G R A N T E D
=
+
=
100 %
cash payout
(subject to
claw-back)
TA R G E T A M O U N T
Contractually agreed, individual target amount
O V E R A L L TA R G E T A C H I E V E M E N T
• Interpolation: 0 % to 175 %
• Adjustment: EPS < 0.50 €
• Claw-back
Group key figure
G R O U P K E Y F I G U R E
EPS
TA R G E T A C H I E V E M E N T
EPS p. a. based on four weighted annual amounts
A L L O C AT I O N O F V I R T U A L S H A R E S
A L L O C AT I O N LT I P T R A N C H E
TA R G E T A C H I E V E M E N T
Year – 1
Year 1
Year 2
Year 3
Year 4
1
2
3
4
EPS Development
Year – 1 to Year 1
EPS Development
Year 1 to Year 2
EPS Development
Year 2 to Year 3
EPS Development
Year 3 to Year 4
Ø EPS-Growth p. a.
1
+
2
=
+
4
3
+
4
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
12 6
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Shares
Payment
(4) Fringe benefits
12 7
TA R G E T A C H I E V E M E N T C O R R I D O R
Ø 50 % Start EPS to Ø 10 % p. a.
TA R G E T A C H I E V E M E N T C O R R I D O R E P S
Degree of target achievement
I N %
200
150
100
50
0
Target achieve-
ment corridor
EPS-Growth
p. a. (Ø)
absolute EPS
50 % absolute initial EPS
+ 5
+ 10
+ 15
• Allocation of a provisional number of virtual shares calculated from the quotient of the agreed individual
target amount and the average XETRA share price of TUI AG
• The final number of virtual shares is calculated from the product of the preliminary number of virtual
shares and the degree of target achievement of the key figures
Multiplication of the final number of virtual shares by the average XE TR A share price of TUI AG over
the 20 trading days preceding the last day of the performance period.
TA R G E T
The fringe benefits should be competitive in the market for highly qualified members of the Executive
Board in order to attract and retain suitable candidates for the company in the long term. Furthermore,
an attractive working environment shall be created for the members of the Executive Board.
• For business trips, reimbursement of travel expenses
• Reimbursement twice in the financial year (incl. discount for family members).
Applies only to service agreement relationships established before September 2020
• Discount of 75 % on flights with a TUI airline. Applies only to service agreement relationships
established before September 2020
• Accident insurance
• Subsidy for health and long-term care insurance
• Criminal law protection and D&O insurance
• Company car / car allowance
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
(5) Maximum remuneration
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
(6) Severance payment cap in the event
of early termination of contract
TA R G E T
• CEO: € 7,500 k
• Other Executive Board: € 3,500 k
• Contractually defined upper limit for total remuneration (incl. fixed remuneration, STI, LTIP, company
pension scheme and fringe benefits. If the contractually defined upper limit of the total remuneration
is exceeded, the LTIP is reduced proportionately in the inflow. The contractually defined upper limit of
the total remuneration corresponds to the respective maximum total remuneration for the members
of the Executive Board determined by the Supervisory Board.
TA R G E T
• CEO: Severance payment limited to the value of two years’ remuneration
• Other Executive Board members: Severance payment limited to the value of one year’s remuneration
• No change-of-control clauses agreed
M A X I M U M R E M U N E R AT I O N
Fixed remuneration 1
JE V
LTIP
€ ’000
Friedrich Joussen
David Burling
Birgit Conix
Sebastian Ebel
Dr Elke Eller
Peter Krueger
Sybille Reiss
Frank Rosenberger
1 Fixed amount, no cap applied
1,100.0
680.0
680.0
680.0
680.0
600.0
600.0
600.0
2,743.2
1,080.0
1,188.0
1,080.0
1,177.2
1,004.4
1,004.4
1,004.4
4,392.0
2,208.0
2,208.0
2,208.0
2,208.0
1,836.0
1,836.0
1,836.0
Maximum total
remuneration
7,500.0
3,500.0
3,500.0
3,500.0
3,500.0
3,500.0
3,500.0
3,500.0
(7) Pension benefits
TA R G E T
The aim is to attract and retain the highly qualified members of the Executive Board necessary for the
development and implementation of the corporate strategy. The pension benefits or the pension subsidy
should be competitive in the market for highly qualified members of the Executive Board and offer them
an appropriate level of benefits in retirement.
Contributions to the company pension scheme
• Mr Joussen: € 454.5 k per year. In the case of Mr Joussen, the resulting pension can be paid out when
he reaches the age of 62.
• Mr Ebel: € 207.0 k per year. In the case of Mr Ebel, the resulting pension can be paid out when he
reaches the age of 62.
• Dr Eller: € 230.0 k per year. In the case of Dr Eller, the resulting pension can be paid out when she
reaches the age of 63.
• Mr Rosenberger: € 230.0 k per year. In the case of Mr Rosenberger, the resulting pension can be paid
out when he reaches the age of 63.
12 8
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Fixed annual payout amounts for the purpose
of retirement benefits
• Mr Burling: € 225.0 k per year
• Ms Conix: € 230.0 k per year
• Mr Krueger: € 230.0 k per year
• Ms Reiss: € 230.0 k per year
I .1 P E N S I O N P R O V I S I O N S F O R T H E C U R R E N T M E M B E R S O F T H E E X E C U T I V E B O A R D U N D E R
T U I A G ’ S P E N S I O N S C H E M E
Pension obligations for active members of the Executive Board in accordance with IAS 19 totalled € 15,984.5
k as at 30 September 2021 (previous year: € 16,649.6 k). Of this amount, € 5,762.4 k (previous year: € 5,721.7 k)
related to entitlements earned by Mr Ebel in the framework of his work for the TUI Group until 31 August 2006.
The remaining entitlements were distributed as follows:
Pensions and the amounts spent or accrued for this purpose by the current members
of the Executive Board under TUI AG’s pension plan
€ ’000
Friedrich Joussen
Sebastian Ebel
Dr Elke Eller
Frank Rosenberger
Total
Addition to / reversal
from pension provisions
Net present value
2021
2020
30 Sep 2021
30 Sep 2020
497.2
235.4
466.8
342.8
1,542.2
215.9
118.6
249.3
203.8
787.6
5,445.8
2,419.2
2,248.0
2,357.0
12,470.0
4,948.6
2,183.8
1,781.2
2,014.2
10,927.8
As regards the pension commitments of Mr Ebel, Dr Eller and Mr Rosenberger, corresponding assets
were transferred in each case to a trustee on a fiduciary basis in line with the contractual agreement in
order to finance the pension rights and to secure in case of a security event.
In the service agreements of Mr Burling, Mr Ebel, Dr Eller, Mr Krueger and Ms Reiss, it is agreed that
payments in the event of premature termination of their Executive Board activities without good cause may
not exceed the value of one year’s remuneration (severance payment cap).
For all members of the Executive Board, no more than the remaining term of the service agreement is
compensated. For the calculation of the severance payment cap, the target direct remuneration (fixed
remuneration, target amount of the STI and target amount of the LTIP) of the past financial year and, if
applicable, also the expected target direct remuneration for the current financial year are taken into account.
If the service agreement is terminated for cause, members of the Executive Board do not receive any
benefits.
If the appointment of a member of the Executive Board is revoked, the respective service agreement
shall also end. If the revocation is not based on a reason, which at the same time constitutes an important
reason for termination of the service agreement without notice, the service agreement shall end upon
expiry of a period of expiry. This expiry period is generally twelve months. An expiry period of 24 months has
been agreed with Mr Joussen.
In the event of premature termination of the service agreement, the STI and the payments from the LTIP
are regulated as follows:
• STI:
• If the service agreement is terminated by the Company before the end of the one-year performance
period for good cause for which the member of the Executive Board is responsible, or if the member
of the Executive Board resigns without good cause, the entitlement to an annual bonus for the perfor-
mance period in question shall lapse without replacement or compensation.
• In all other cases of early termination of the service contract before the end of the one-year perfor-
No changes to these commitments were made in financial year 2021.
mance period, the STI shall be paid pro rata temporis.
I . 2 B E N E F I T S I N T H E E V E N T O F P R E M AT U R E T E R M I N AT I O N O F B O A R D M E M B E R S H I P
The payments to be made to a member of the Executive Board in the event of premature termination of his service
agreement without good cause are in principle limited in Mr Joussen’s service agreement to the value of two years’
remuneration. In the service agreements of Ms Conix and Mr Rosenberger, it is agreed that payments in the event
of premature termination of Executive Board activities without good cause – in the case of premature termination
during the first year after the service agreement comes into force – may not exceed the value of two
years’ remuneration and – in the case of premature termination after the end of the first year after this service
agreement comes into force – may not exceed the value of one year’s remuneration (severance payment cap).
• LTIP:
• Claims under the LTIP shall lapse without replacement or compensation for all tranches not yet disbursed
if the service agreement is terminated by TUI AG before the end of the performance period for cause for
which the Executive Board member is responsible or by the Executive Board member without cause.
• If the service agreement ends before the end of the performance period for other reasons, the
entitlements under the LTIP for tranches not yet paid out are retained. The tranche for the current
financial year is reduced pro rata temporis. The amount to be paid out is determined in the same
way as in the case of a continuation of the service agreement.
12 9
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
13 0
It has been agreed with Mr Joussen and Mr Burling that they may unilaterally resign from their positions as
members of the Executive Board as of 1 June 2022 with a notice period of three months to 30 Septem-
ber 2022, in which case STI and LTIP will be paid out in accordance with the service agreement and will not
expire. Should Mr Joussen or Mr Burling exercise this right of resignation, the respective service agreement
will end after an expiry period of 24 and 9 months respectively.
TUI AG shall be entitled to release the members of the Executive Board in connection with a termination of
the service agreement, in particular following a termination of this service agreement, irrespective of the
party by which such termination is declared, or following the conclusion of a termination agreement, in whole
or in part from the obligation to perform work with continued payment of remuneration. The release shall
initially be irrevocable for the duration of any outstanding holiday entitlements, which are thereby settled.
Subsequently, the release shall be maintained until the termination of the service agreement. It is revocable
if there are questions in connection with the settlement of the employment relationship or if a temporary
activity becomes necessary for operational reasons.
The rest of the service agreement is not affected by this. The service agreement of the members of the
Executive Board do not contain any change-of-control clauses.
I . 3 B E N E F I T S A N D B E N E F I T C O M M I T M E N T S T O M E M B E R S O F T H E E X E C U T I V E B O A R D W H O H A V E L E F T T H E
E X E C U T I V E B O A R D I N F I N A N C I A L Y E A R 2 0 2 1
Ms Birgit Conix resigned from the Executive Board of TUI AG in financial year 2021. Ms Conix was originally
appointed as a member of TUI AG’s Executive Board until the end of 14 July 2021. TUI AG and Ms Conix
terminated the Executive Board mandate prematurely by mutual agreement as at the end of 31 December
2020. On the occasion of the termination, TUI AG concluded a termination agreement with Ms Conix. The
subject matter of the termination agreement included the continuation of the service agreement until the
end of the regular termination date, i. e. until the end of 14 July 2021. TUI AG promised Ms Conix to process
her remuneration in accordance with the service agreement until the termination date of the service agree-
ment. Until this date, TUI AG has committed to a fixed annual payout amount for the purpose of retirement
benefits. Ms Conix also had her company car at her disposal until the end of 31 December 2020 and was
entitled to the agreed fringe benefits until that date.
In addition, Dr Elke Eller resigned from TUI AG’s Executive Board in financial year 2021. Dr Eller was originally
appointed as a member of TUI AG’s Executive Board until the end of 14 October 2021 and was appointed
Labour Director. TUI AG and Dr Eller terminated the Executive Board mandate and the office of Labour
Director prematurely by mutual agreement as per the end of 30 June 2021. On the occasion of the termination,
TUI AG concluded a termination agreement with Dr Eller. The subject matter of the termination agreement
included the continuation of the service agreement until the end of the regular termination date, i. e.
until 14 October 2021. TUI AG promised Dr Eller that it would process her remuneration in accordance with
the service agreement until the termination date of the service agreement. TUI AG also continued to make
contributions to the company pension scheme until this date. Dr Eller also had her company car at her
disposal until the end of 30 June 2021 and was entitled to the agreed fringe benefits until that date.
I I
R E M U N E R AT I O N R E S T R I C T I O N S B A S E D O N T H E F R A M E W O R K A G R E E M E N T W I T H T H E E C O N O M I C
S TA B I L I S AT I O N F U N D ( W S F )
Principle
On 4 January 2021, TUI AG concluded a framework agreement with the Economic Stabilisation Fund
(Wirtschaftsstabilisierungsfonds – WSF) on the granting of stabilisation measures, which sets out various
requirements for the remuneration of Executive Board members during the utilisation of stabilisation
measures (Framework Agreement II). According to this agreement, any member of the Executive Board
already appointed on 31 December 2019 may not receive any remuneration in excess of the basic remuneration
of this member of the Executive Board as at 31 December 2019 (including any Group remuneration in
the event of dual employment at another Group company) as long as at least 75 % of the stabilisation
measure has not been repaid. The framework agreement also stipulates that, as long as TUI AG makes
use of the stabilisation measure, it will not grant and thus not constitute any bonuses, other variable or
comparable remuneration components or special payments in the form of share packages, bonuses or
other separate remuneration in addition to the fixed salary, other remuneration components and benefits
at the discretion of the company or severance payments not required by law to members of the Executive
Board ‘including any Group remuneration’.
For members of the Executive Board who are appointed as a member of the Executive Board at the time
the stabilisation measure is granted or thereafter, the upper limit shall be the basic remuneration of
members of the Executive Board with the same level of responsibility as at 31 December 2019.
Procedure
TUI AG has agreed corresponding amendments to the service agreements with all Executive Board mem-
bers, adjusting the benefits generally promised under the remuneration system to the remuneration
restrictions agreed with the Economic Stabilisation Fund.
Due to the corresponding amendment of the service agreements and the waivers of the Executive Board
members, TUI AG deviates from the remuneration system in place in financial year 2021 with regard to
the Short Term Incentive (STI) and the Long Term Incentive Plan (LTIP). The deviation is in the interest
of TUI AG and is a prerequisite for TUI AG to be able to take advantage of stabilisation measures in accordance
with the Economic Stabilisation Fund Act, if required. Apart from that, there were no deviations from the
current remuneration system in financial year 2021.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
13 1
I I I O V E R V I E W : I N D I V I D U A L R E M U N E R AT I O N O F T H E M E M B E R S O F T H E E X E C U T I V E B O A R D
I I I .1 A C H I E V E M E N T O F O B J E C T I V E S
The following describes how the performance criteria were applied and the targets for the variable re-
muneration components were achieved in financial year 2021.
I I I .1 .1 S T I
The multiplication of the target amounts with the weighted target achievement levels for EBIT and cash flow
and the individual performance factor results in the amount taken into account for the payment of the STI
per member of the Executive Board.
Description JE V
year 2020, despite a strong start to the financial year in terms of bookings and massive cost-saving measures.
As a result, there is no remuneration paid and owed in financial year 2021 within the meaning of section 162
para. 1 sentence 1, sentence 2 no. 1 AktG from the STI for financial year 2020.
Accordingly, the Supervisory Board waived the determination of the individual performance factor. Despite
the immense amount of work demanded of the members of the Executive Board by the extraordinary
challenges of financial year 2020, they showed above-average commitment and dedication, while remaining
focused on the agreed targets. After intensive discussion and despite the voluntary waiver by the members
of the Executive Board, the Supervisory Board has come to the conclusion that the targets have been
met extremely satisfactorily and in part ahead of schedule, within the bounds of what is technically and
operationally possible and taking into account the special challenges.
F I N A N C I A L P E R F O R M A N C E TA R G E T S
I I I .1 .1 . 2 O U T L O O K F O R T H E R E M U N E R AT I O N PA I D A N D O W E D I N F I N A N C I A L Y E A R 2 0 2 2 F R O M S T I
C A S H F L O W
I N D I V I D U A L
A C T U A L S T I
T A R G E T
A M O U N T
Individual target
amount for STI
according to service
agreement
Interpolated degree
of target
achievement
+
Reported EBIT
vs. Target EBIT at
constant currency
+
Interpolated degree
of target
achievement
Weighting:
75 %
Weighting:
25 %
P E R F O R M A N C E
A M O U N T
+
F A C T O R
• EB objectives
• Stakeholder
objectives
=
• Individual objectives
(Flexible weighting)
0.8– 1.2
Actual STI amount
100 % cash payout
(subject to claw-back)
I I I .1 .1 .1 R E M U N E R AT I O N PA I D A N D O W E D I N F I N A N C I A L Y E A R 2 0 2 1 F R O M S T I
With regard to STI’s individual performance factor for financial year 2020, the Supervisory Board decided
before the start of financial year 2020 to defer the individual targets in favour of the overall Executive Board
targets against the backdrop of the company-wide transformation process. Thus, the further implementa-
tion of the transformation by reducing complexity in the system landscape but also operationally and the
expansion of the digital platform across all source markets were an essential part of the objective. Closely
linked to this, the Supervisory Board has defined engagement goals that include, in particular, the retention
and participation of employees and managers as well as a comprehensive change management process.
In addition, the members of the Executive Board have been given ambitious ESG targets. These include
reducing the environmental impact of holidaymakers and strengthening the positive impact of tourism in the
respective destinations. Due to the voluntarily declared waiver by the members of the Executive Board, the
Supervisory Board has waived a determination of target achievement for EBIT and cash flow. The effects of
the COVID-19 pandemic, which led to a temporary cessation of business operations and a considerable
liquidity bottleneck, meant that neither of the two performance targets could have been achieved in financial
The EBIT and cash flow targets set by the Supervisory Board are based on the operational annual planning
and are in line with the financial communication. The Supervisory Board has made use of the adjustment
element of section G.11 of the DCGK implemented in the remuneration system and has set the target
achievement corridor for EBIT and cash flow in accordance with the remuneration system. The reason for
this is that the target corridors of the existing remuneration system lead to very narrow absolute corridors
due to the low planning level with a negative EBIT. The availability of a vaccine or even further travel
restrictions, all of which would have the potential for both maximum and minimum values to be reached very
quickly, were identified as uncertainties here. Applying the adjustment element, the Supervisory Board
decided to set the EBIT target value equal to the budget value in accordance with the usual procedure. A
50 % target achievement is reached at an EBIT of € – 831 million, a 180 % target achievement as a maximum
at € 169 million. For the cash flow, these values are € – 312 million and € 688 million, whereby the target
value also corresponds to the budget value.
With regard to the individual performance factor, the Supervisory Board decided before the start of financial
year 2021 to defer the individual targets in favour of the overall Executive Board targets against the backdrop
of the company-wide transformation process. Thus, the further implementation of the transformation
by reducing the complexity in the system landscape but also operationally and the expansion of the digital
platform across all source markets was an essential part of the target setting. In addition, the members of
the Executive Board have been given ambitious sustainability targets. These include starting to develop a
roadmap to become net carbon free by 2050, amplifying the positive impact of tourism in destinations and
raising awareness of sustainable tourism.
The effects of the COVID-19 pandemic, which have led to considerable restrictions on business operations
and a significant liquidity bottleneck, have meant that none of the performance targets could be achieved in
financial year 2021, despite increasing bookings and massive cost-saving measures. As a result, there will be
no remuneration paid and owed in financial year 2022 within the meaning of Section 162 (1) sentence 1,
sentence 2 no. 1 AktG from the STI of financial year 2021. Furthermore, due to the conditions of the Framework
Agreement II, bonuses and other variable or comparable remuneration components, among others, may not
be granted and thus may not be constituted.
I I I .1 . 2 . 2 O U T L O O K F O R T H E R E M U N E R AT I O N PA I D A N D O W E D I N F I N A N C I A L Y E A R 2 0 2 2 F R O M T H E LT I P
The payment of the LTIP tranche 2018 / 2021 is governed by the provisions of the remuneration system,
which came into force retroactively as of 1 October 2017.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
The Supervisory Board therefore decided not to set the individual performance factor. However, the
Supervisory Board agreed in its discussions that the entire Executive Board did an excellent job in financial
year 2021, even under extremely difficult boundary conditions. Through very stringent cash management
and massive cost reductions to the point of tapping extensive sources of financing, the effects of the crisis
that threatened the existence of the company were brought under control. Work was done early on to
stabilise the balance sheet again. The Supervisory Board expressly acknowledges this extraordinary perfor-
mance, which was achieved with tireless dedication.
I I I .1 . 2 LT I P
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
I I I .1 . 2 .1 R E M U N E R AT I O N PA I D A N D O W E D I N F I N A N C I A L Y E A R 2 0 2 1 U N D E R T H E LT I P
The payment of the 2017 / 2020 LTIP tranche is governed by the provisions of the remuneration system
that was replaced on 1 October 2017.
P R O V I S I O N A L
T S R
E P S
S H A R E P R I C E
P A Y M E N T
Interpolated
degree of target
achievement for
TSR ranking
TSR TUI
(STOX X Europe
600 Leisure &
Travel)
+
S H A R E S
Individual
Target amount LTIP
Ø Xetra share price
TUI AG
20 trading days
prior to start
of performance
period
+
2
Interpolated
degree of target
achievement for
EPS
+
Ø development of
EPS p. a. over
the performance
period
Ø Xetra share price
TUI AG
20 trading days
before end of
performance
period
=
Individual payment
amount of
LTIP-Tranche
T S R
S H A R E P R I C E
P A Y M E N T
Interpolated degree of
target achievement for
TSR ranking
+
TSR TUI (STOX X Europe
600 Leisure & Travel)
+
Ø Xetra share price
TUI AG 20
trading days before
end of performance
period
=
Amount paid
for LTIP-Tranche 2017 / 20
P R O V I S I O N A L
S H A R E S
Target amount LTIP-
Tranche 2017 / 20
Ø Xetra share price
TUI AG
20 trading days prior
to start of
performance period
An average stock exchange price of the TUI share of € 12.36 is to be used as a basis. At the end of the
performance period on 30 September 2020, the average stock exchange price of the TUI share was € 3.44.
Based on the target achievement level of TUI AG’s TSR rank compared with the TSR values of the companies
in the STOXX Europe 600 Travel & Leisure over the performance period, the LTIP results in a target achieve-
ment of 25 %. However, due to the voluntarily declared waiver, no payment was made for the LTIP tranche
2017 / 2020 for the active members of the Executive Board in financial year 2021. As a result, no remu-
neration paid and owed within the meaning of section 162(1) sentence 1, sentence 2 no. 1 AktG exists for the
LTIP tranche 2017 / 2020 in financial year 2021.
The LTIP tranche was based on an average TUI AG share price of € 14.60 at the time of allocation. At the end
of the performance period, TUI AG’s average share price was € 3.62. The average share price of TUI AG at the
end of the performance period was € 3.62. The average share price of TUI AG was € 3.62. Due to the degree
of target achievement of TUI AG’s TSR rank compared with the TSR values of the companies in the STOXX
Europe 600 Travel & Leisure over the performance period, the target achievement for LTIP was 0 %. EPS also
failed to reach a level of target achievement that would generally lead to a pay-out. Although the EPS for
both financial year 2020 and 2021 were below the € 0.50 mark at which the Supervisory Board is to set new
absolute target values for the EPS as well as minimum and maximum values for determining the percentage
target achievement in accordance with the relevant remuneration system. As a result, however, the re-
muneration restrictions of the Framework Agreement II would not allow a pay-out. The Supervisory Board
has therefore decided not to set any new absolute target values for EPS and minimum and maximum values
for determining the percentage target achievement for the 2018 / 2021 LTIP tranche. For the LTIP tranche
2018 / 2021, there is no remuneration paid and owed in December 2021 within the meaning of section 162
para. 1 sentence 1, sentence 2 no. 1 AktG.
I I I . 2 L O A N S O R A D V A N C E S
As in the previous year, no loans or advances were granted to the members of the Executive Board in financial
year 2021.
13 2
C O N T E N T S
I I I . 3 A P P L I C AT I O N S
F I N A N C I A L Y E A R 2 0 2 1
I I I . 3 .1
‘ R E M U N E R AT I O N PA I D A N D O W E D ’ W I T H I N T H E M E A N I N G O F S E C T I O N 16 2 PA R A . 1 S E N T E N C E 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
A K T G I N F I N A N C I A L Y E A R 2 0 2 1
Pursuant to section 162 para. 1 sentence 1, sentence 2 no. 1 AktG, all fixed and variable remuneration
components ‘paid and owed’ to the individual members of the Executive Board in financial year 2021 must
also be disclosed. The values stated for both the STI and the LTIP for financial year 2021 refer to the
remuneration components ‘paid and owed’ in the respective financial year pursuant to section 162 (1) sen-
tence 1 AktG. They thus include all benefits actually received in the respective financial year, regardless of
the financial year for which they were received by the members of the Executive Board. The value of the STI
therefore corresponds to the amount for the STI from financial year 2020, which would not have been paid
out until financial year 2021 in accordance with the service agreements. The value of the 2017 / 2020 LTIP
tranche therefore corresponds in value to the amount for the LTIP whose four-year term ended on 30 Sep-
tember 2020, but which would not have been paid out until financial year 2021 in accordance with the service
agreements.
13 3
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Remuneration ‘paid and owed remuneration’ pursuant to section 162 (1) sentence 1 AktG
Friedrich Joussen
CEO,
since 14 February 2013 1
David Burling
Member of the Executive Board,
since 1 June 2015
Birgit Conix
Member of the Executive Board,
since 15 July 2018 5
Fixed remuneration
Fringe benefits 6
Total
STI
LTIP
LTIP Tranche (2016 – 2019)
LTIP Tranche (2017 – 2020)
Others
Claw Back according to § 162 para. 1
sen. 2 no. 4 AktG7
Total
Pension / service costs 8
Total remuneration
€ ’000
2020 2
1,045.0
36.3
1,081.3
0.0
0.0
0.0
0.0
1,081.3
628.3
1,709.6
in % 4
61.1
2.1
63.2
0.0
0.0
0.0
0.0
63.2
36.8
100.0
€ ’000
2021
1,100.0
52.1
1,152.1
0.0
0.0
0.0
0.0
1,152.1
592.7
1,744.8
in % 4
€ ’000
2020 2, 3
63.0
3.0
63.1
0.0
0.0
0.0
0.0
66.0
34.0
100.0
611.9
26.1
638.0
0.0
0.0
0.0
0.0
638.0
225.0
863.0
in % 4
70.9
3.0
73.9
0.0
0.0
0.0
0.0
73.9
26.1
100.0
€ ’000
2021
680.0
21.1
701.1
0.0
0.0
0.0
0.0
701.1
225.0
926.1
in % 4
73.4
2.3
75.7
0.0
0.0
0.0
0.0
75.7
24.3
100.0
€ ’000
2020 2
646.0
18.2
664.2
0.0
0.0
0.0
0.0
664.2
230.0
894.2
in % 4
72.2
2.0
74.3
0.0
0.0
0.0
0.0
74.3
25.7
100.0
€ ’000
2021
418.6
4.5
423.1
0.0
0.0
0.0
0.0
423.1
183.4
606.5
in % 4
69.0
0.7
69.8
0.0
0.0
0.0
0.0
69.8
30.2
100.0
1 Member of the Executive Board since 15 October 2012; Co-Chairman of the Executive Board from 9 December 2014 to 9 February 2016.
2 Taking into account the voluntary waiver of 30 % of fixed remuneration for the months April and May 2020.
3 Taking into account an additional voluntary waiver of 30 % of the fixed remuneration for the months June to September 2020 due to national measures in the UK .
4
The relative shares stated here refer to the remuneration components ‘paid and owed’ in the respective financial year in accordance with section 162 para. 1 sentence 1 AktG.
They thus all benefits actually received in the respective financial year, irrespective of the financial year for which they were paid to the Executive Board members.
The relative are therefore not comparable with the relative shares in the description of the remuneration system pursuant to section 87a para. 1 no. 3 AktG, which will be submitted
to the Annual General Meeting together with this remuneration report. The shares stated in the remuneration system refer to the respective target values.
5 Pro rata temporis until 14 July 2021.
6 Without insurance from group contracts.
7
The service agreements of the members of the Executive Board include – in accordance with the remuneration system adopted by the Supervisory Board in December 2019 –
a malus and clawback provision. In financial year 2021 TUI AG has not made use of this provision.
For Mr Joussen, Mr Ebel, Dr Eller and Mr Rosenbeger service costs acc. to IA S 19 and therefor not ‘awarded and owed’ remuneration’ within the meaning of section 162 (1) sentence 1 AktG.
For Mr Burling and Mrs Conix payments for pension contribution and therefor part of ‘awarded and owed’ remuneration in the meaning of section 162 (1) sentence 1 AktG .
8
9 Pro rata temporis from 1 January 2021.
10 Pro rata temporis from 1 July 2021.
13 4
Table continues on next page
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Remuneration ‘paid and owed remuneration’ pursuant to section 162 (1) sentence 1 AktG
Sebastian Ebel
Member of the Executive Board,
since 12 December 2014
Dr Elke Eller
Member of the Executive Board / Labour Director,
since 15 October 2015
€ ’000
2020 2
646.0
18.0
664.0
0.0
0.0
0.0
0.0
664.0
285.9
949.9
in % 4
68.0
1.9
69.9
0.0
0.0
0.0
0.0
69.9
30.1
100.0
€ ’000
2021
680.0
18.0
698.0
0.0
0.0
0.0
0.0
698.0
271.1
969.1
in % 4
70.2
1.9
72.0
0.0
0.0
0.0
0.0
72.0
28.0
100.0
€ ’000
2020 2
646.0
34.4
680.4
0.0
0.0
0.0
0.0
680.4
356.7
1,037.1
in % 2
62.3
3.3
65.6
0.0
0.0
0.0
0.0
65.6
34.4
100.0
€ ’000
2021
680.0
18.0
698.0
0.0
0.0
0.0
0.0
698.0
344.2
1,042.2
in % 4
65.2
1.7
67.0
0.0
0.0
0.0
0.0
67.0
33.0
100.0
Fixed remuneration
Fringe benefits 6
Total
STI
LTIP
LTIP Tranche (2016 – 2019)
LTIP Tranche (2017 – 2020)
Others
Claw Back according to § 162 para. 1
sen. 2 no. 4 AktG 7
Total
Pension / service costs 8
Total remuneration
1 Member of the Executive Board since 15 October 2012; Co-Chairman of the Executive Board from 9 December 2014 to 9 February 2016.
2 Taking into account the voluntary waiver of 30 % of fixed remuneration for the months April and May 2020.
3 Taking into account an additional voluntary waiver of 30 % of the fixed remuneration for the months June to September 2020 due to national measures in the UK .
4
The relative shares stated here refer to the remuneration components ‘paid and owed’ in the respective financial year in accordance with section 162 para. 1 sentence 1 AktG.
They thus all benefits actually received in the respective financial year, irrespective of the financial year for which they were paid to the Executive Board members.
The relative are therefore not comparable with the relative shares in the description of the remuneration system pursuant to section 87a para. 1 no. 3 AktG, which will be submitted
to the Annual General Meeting together with this remuneration report. The shares stated in the remuneration system refer to the respective target values.
€ ’000
2020
in % 2
Continued from previous page
Peter Krueger 9
Member of the Executive Board,
since 1 January 2021
€ ’000
2021
450.0
13.5
463.5
0.0
0.0
0.0
463.5
172.5
636.0
in % 4
70.8
2.1
72.9
0.0
0.0
0.0
72.9
27.1
100.0
5 Pro rata temporis until 14 July 2021.
6 Without insurance from group contracts.
7
The service agreements of the members of the Executive Board include – in accordance with the remuneration system adopted by the Supervisory Board in December 2019 –
a malus and clawback provision. In financial year 2021 TUI AG has not made use of this provision.
For Mr Joussen, Mr Ebel, Dr Eller and Mr Rosenbeger service costs acc. to IA S 19 and therefor not ‘awarded and owed’ remuneration’ within the meaning of section 162 (1) sentence 1 AktG.
For Mr Burling and Mrs Conix payments for pension contribution and therefor part of ‘awarded and owed’ remuneration in the meaning of section 162 (1) sentence 1 AktG .
8
9 Pro rata temporis from 1 January 2021.
10 Pro rata temporis from 1 July 2021.
13 5
Please see next page for third part of table
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Remuneration ‘paid and owed remuneration’ pursuant to section 162 (1) sentence 1 AktG
Fixed remuneration
Fringe benefits6
Total
STI
LTIP
LTIP Tranche (2016 – 2019)
LTIP Tranche (2017 – 2020)
Others
Claw Back according to § 162 para. 1 sen. 2 no. 4 AktG7
Total
Pension / service costs8
Total remuneration
First and second part of table on previous pages
Sybille Reiss 10
Member of the Executive Board / Labour Director
since 1 July 2021
Frank Rosenberger
Member of the Executive Board
since 1 January 2017
€ ’000
2020
in % 4
€ ’000
2021
150.0
4.5
154.5
0.0
0.0
0.0
154.5
57.5
212.0
in % 4
70.8
2.1
15.9
0.0
0.0
0.0
15.9
27.1
100
€ ’000
2020 2
570.0
18.0
588.0
0.0
0.0
0.0
0.0
588.0
408.8
996.8
in % 4
57.2
1.8
59.0
0.0
0.0
0.0
0.0
59.0
41.0
100.0
€ ’000
2021
600.0
30.5
630.5
0.0
0.0
0.0
0.0
630.5
382.2
1,012.7
in % 4
59.2
3.0
62.3
0.0
0.0
0.0
0.0
62.3
37.7
100
1 Member of the Executive Board since 15 October 2012; Co-Chairman of the Executive Board from 9 December 2014 to 9 February 2016.
2 Taking into account the voluntary waiver of 30 % of fixed remuneration for the months April and May 2020.
3 Taking into account an additional voluntary waiver of 30 % of the fixed remuneration for the months June to September 2020 due to national measures in the UK .
4
The relative shares stated here refer to the remuneration components ‘paid and owed’ in the respective financial year in accordance with section 162 para. 1 sentence 1 AktG.
They thus all benefits actually received in the respective financial year, irrespective of the financial year for which they were paid to the Executive Board members.
The relative are therefore not comparable with the relative shares in the description of the remuneration system pursuant to section 87a para. 1 no. 3 AktG, which will be submitted
to the Annual General Meeting together with this remuneration report. The shares stated in the remuneration system refer to the respective target values.
5 Pro rata temporis until 14 July 2021.
6 Without insurance from group contracts.
7
The service agreements of the members of the Executive Board include – in accordance with the remuneration system adopted by the Supervisory Board in December 2019 –
a malus and clawback provision. In financial year 2021 TUI AG has not made use of this provision.
For Mr Joussen, Mr Ebel, Dr Eller and Mr Rosenbeger service costs acc. to IA S 19 and therefor not ‘awarded and owed’ remuneration’ within the meaning of section 162 (1) sentence 1 AktG.
For Mr Burling and Mrs Conix payments for pension contribution and therefor part of ‘awarded and owed’ remuneration in the meaning of section 162 (1) sentence 1 AktG .
8
9 Pro rata temporis from 1 January 2021.
10 Pro rata temporis from 1 July 2021.
13 6
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
I I I . 3 . 2
C O M P A R I S O N O F T H E A N N U A L C H A N G E I N T H E R E M U N E R AT I O N O F T H E M E M B E R S O F T H E
E X E C U T I V E B O A R D W I T H T H E D E V E L O P M E N T O F E A R N I N G S A N D T H E A V E R A G E R E M U N E R AT I O N
O F E M P L O Y E E S O F T U I A G
The following table shows a comparison of the percentage change in the remuneration of the Executive Board
members with the development of TUI AG’s earnings and with the average remuneration of employees on a
full-time equivalent basis compared with the previous financial year.* The remuneration of the Executive Board
members included in the table reflects the amounts actually received in the respective financial year. For active
members of the Executive Board, these values for financial year 2021 correspond to the values stated in the
table ‘Remuneration paid and owed pursuant to section 162 para. 1 sentence 1 AktG’ (page 134 ff.).
As a matter of principle, the development of earnings is presented on the basis of the development of
TUI AG’s net profit for the year in accordance with section 275 sub-section 2 no 17 of the German Commercial
Code (HGB). Since the remuneration of the Executive Board members also depends to a significant extent
on the development of Group key figures, the TUI Group’s earnings trend also includes the development
of the TUI Group’s underlying EBIT shown in the consolidated financial statements for financial years 2020
and 2021 and the TUI Group’s underlying EBITA shown in the consolidated financial statements for financial
years 2016 to 2019.
The comparison with the development of average employee remuneration is based on the average remuner-
ation of TUI AG’s workforce. Since the employee and remuneration structures in the subsidiaries are diverse,
in particular in the case of employees abroad, it is appropriate to base the comparison of the development
of average remuneration only on TUI AG’s workforce. This comparative group was also used to review the
appropriateness of the remuneration of the Executive Board members. The remuneration of all employees,
including executive employees within the meaning of section 5 sub-section 3 German Works Council
Constitution Act (Betriebsverfassungsgesetz – BetrVG), was taken into account. Where employees also
received remuneration as members of TUI AG’s Supervisory Board, this remuneration was not taken into
account. In order to ensure comparability, the remuneration of part-time employees was extrapolated to
full-time equivalents.
* Pursuant to section 26j, paragraph 2, sentence 2 of the Introductory Act to the Stock Corporation Act (EGAktG), a comparison of the
average remuneration of employees on a full-time equivalent basis over the last five financial years pursuant to section 162, paragraph
1, sentence 2, no. 2 of the German Stock Corporation Act (AktG) is not yet to be included in the remuneration report.
Comparison of annual change to Executive Board remuneration according to section 162 para. 1 no. 2 AktG
Annual change (in %)
2021 vs. 2020
2020 vs. 2019
2019 vs. 2018
2018 vs. 2017
2017 vs. 2016
Executive Board remuneration 1
Friedrich Joussen
David Burling
Birgit Conix
Sebastian Ebel
Dr Elke Eller
Peter Krueger
Sybille Reiss
Frank Rosenberger
Horst Baier
(CFO until 30 September 2018) 2
Michael Frenzel
(CEO until 31 March 2014) 3
Earnings performance
TUI AG 4
TUI Group 5
Average employee remuneration
on F TE basis
Company employees
5 %
7 %
– 32 %
4 %
– 1 %
5 %
5 %
1 %
30 %
69 %
– 1 %
– 8 %
– 4 %
– 2 %
0 %
– 1 %
10 %
1 %
– 1,994 %
– 435 %
6 %
– 2 %
– 74 %
– 55 %
144 %
– 58 %
– 48 %
– 45 %
– 73 %
2 %
– 88 %
– 22 %
31 %
14 %
30 %
9 %
36 %
8 %
2 %
33 %
4 %
5 %
7 %
3 %
6 %
– 13 %
0 %
430 %
1 %
1 Remuneration paid and owed within the meaning of section 162 para. 1 sentence 1 AktG (fixed remuneration, STI, LTIP,
fringe benefits and fixed annual pension payment for Mr Burling, Ms Conix, Mr Krueger and Ms Reiss.
2 Mr Baier received a payout from his pension plan in financial years 2019 to 2021. In financial year 2021,
he received a payout from the remuneration paid and owed from the 2017 / 2020 LTIP tranche.
3 Mr Frenzel received payouts from his pension plan in financial years 2016 to 2021.
4 Annual result within the meaning of section 275 para 2 no. 17 HGB.
5 Adjusted EBIT of the TUI Group for financial years 2021 and 2020. For financial years 2016 to 2019, adjusted EBITA of the TUI Group.
13 7
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
R E V I E W O F T H E A P P R O P R I AT E N E S S O F E X E C U T I V E B O A R D R E M U N E R AT I O N A N D P E N S I O N S
The Supervisory Board conducted the annual review of the Executive Board remuneration and pensions
for financial year 2021. It came to the conclusion that the amount of the Executive Board remuneration
and the pensions are appropriate from a legal point of view within the meaning of section 87 para 1 of
the German Stock Corporation Act (AktG).
For the assessment of the appropriateness of the Executive Board remuneration and the pension, the
Supervisory Board also regularly takes external advice. This involves assessing the relationship between the
amount and structure of Executive Board remuneration and the remuneration of senior management and
the workforce as a whole from an external perspective (vertical comparison). In addition to a status quo
analysis, the vertical comparison also takes into account the development of remuneration ratios over time.
Secondly, the remuneration level and structure are assessed on the basis of TUI AG’s positioning in a
comparative market (horizontal comparison). The comparative market consists of a combination of DAX and
MDAX companies falling within the scope of the German Stock Corporation Act (AktG), belonging to related
sectors or having comparable core characteristics and with which there is a similarity in terms of company
size. In addition to the fixed remuneration, the horizontal comparison also includes the short- and long-term
remuneration components as well as the amount of the company pension plan.
13 8
Companies for the assessment of the appropriateness of Executive Board remuneration
Company
Stock market segment
Company
Stock market segment
Adidas AG
alstria office REIT-AG
Aurubis AG
BA SF SE
Bayer AG
Bechtle AG
Beiersdorf AG
Brenntag AG
Carl Zeiss Meditec AG
Continental AG
Covestro AG
Daimler AG
Delivery Hero AG
Deutsche Euroshop AG
Deutsche Lufthansa AG
Deutsche Post AG
Deutsche Telekom AG
Deutsche Wohnen AG
Drillisch AG
Dürr AG
E.ON SE
Evonik Industries AG
Evotec AG
Fielmann AG
Fraport AG
freenet AG
Fresenius Medical Care AG & Co KGaA
Fresenius SE & Co KGaA
Fuchs Petrolub SE
GE A Group AG
Gerresheimer AG
HeidelbergCement AG
Henkel AG & Co KGaA
HOCHTIEF AG
DAX
DAX
DAX
DAX
DAX
DAX
DAX
DAX
DAX
DAX
DAX
MDAX
MDAX
MDAX
MDAX
MDAX
Hugo Boss AG
Infineon Technologies AG
innogy SE
K+S AG
KION GROUP AG
LANXESS AG
LEG Immobilien AG
Merck KGaA
METRO AG
MorphoSys AG
MTU Aero Engines AG
Nemetschek SE
NORMA Group SE
OSRAM Licht AG
ProSiebenSat.1 Media SE
Rheinmetall AG
RWE AG
SAP SE
Sartorius AG
Scout24 AG
Siemens AG
Siltronic AG
Software AG
Symrise AG
TAG Immobilien AG
MDAX
MDAX Telefónica Deutschland Holding AG
ThyssenKrupp AG
Uniper SE
United Internet AG
Volkswagen AG
Vonovia SE
Wacker Chemie AG
Zalando SE
MDAX
MDAX
MDAX
MDAX
MDAX
MDAX
MDAX
MDAX
MDAX
MDAX
DAX
DAX
DAX
DAX
DAX
MDAX
MDAX
DAX
MDAX
MDAX
MDAX
MDAX
MDAX
DAX
MDAX
MDAX
MDAX
MDAX
MDAX
MDAX
MDAX
MDAX
DAX
DAX
MDAX
MDAX
DAX
MDAX
MDAX
MDAX
MDAX
MDAX
DAX
MDAX
MDAX
DAX
DAX
MDAX
MDAX
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
13 9
Against the backdrop of the remuneration restrictions and the resulting elimination of the payment of variable
remuneration components, the Supervisory Board did not commission a corresponding expert opinion on
the appropriateness of the remuneration level for members of the Executive Board for financial year 2021.
As in financial years 2019 and 2020, the remuneration was significantly below that of financial year 2018, the
appropriateness of which was again assessed and confirmed. The amount of the remuneration paid and
owed, which for financial year 2021 consists only of fringe benefits and pension contributions in addition to
the fixed remuneration, was largely known to the Annual General Meeting, which approved the remuneration
system in financial year 2021.
Mr Baier also has a claim to payment from the LTIP tranche 2018 / 2021, which expired on 30 September 2021.
This claim of € 51.1 k will be paid out in December 2021 in accordance with the service agreement and is there-
fore not to be regarded as paid and owed within the meaning of section 162 para. 1 sentence 1, sentence 2 no.
1 AktG until financial year 2022. The allocation of the LTIP tranche 2018 / 2021 was based on an average stock
exchange price of the TUI AG share of € 14.60. At the end of the performance period, the average stock market
price of the TUI AG share was € 3.62. Due to the degree of target achievement of TUI AG’s TSR rank compared
with the TSR values of the companies in the STOXX Europe 600 Travel & Leisure over the performance period,
the LTIP achieved a target of 25 %. As Mr Baier was no longer an active member of the Executive Board at the
time the Framework Agreement II was concluded, the remuneration restrictions do not apply to him.
I I I . 3 . 3 B E N E F I T S T O F O R M E R M E M B E R S O F T H E E X E C U T I V E B O A R D
For former members of the Executive Board and their surviving dependents, total pension payments in
financial year 2021 amounted to € 6,074.2 k (previous year € 6,055.3 k). Of this amount, € 884.9 thousand
was attributable to Michael Frenzel, who left the Executive Board on 31 March 2014, and € 955.8 thousand to
Horst Baier, who left the Executive Board on 30 September 2018, in financial year 2021. The remaining
payments related to former members of the Executive Board who left TUI AG’s Executive Board more
than ten years ago.
At the balance sheet date, pension provisions for former members of the Executive Board and their
surviving dependants totalled € 71,766.5 k (previous year: € 73,483.7 k) measured in accordance with
IAS 19 – excluding Mr Ebel’s entitlements of € 5,762.4 k (previous year: € 5,721.7 k) earned in the frame-
work of his service for the TUI Group before 31 August 2006.
Mr Baier, who resigned from the Executive Board of TUI AG as at 30 September 2018, has an entitlement to
payment from the 2017 / 2020 LTIP tranche of € 47.0 k, which expired on 30 September 2020. This entitlement
was paid out in December 2020 in accordance with the service agreement and is therefore to be regarded as
paid and owed in financial year 2021 within the meaning of section 162 para. 1 sentence 1, sentence 2 no. 1
AktG. The allocation of the LTIP tranche 2017 / 2020 was based on an average stock market price of the TUI AG
share of € 12.36. The performance period ended on 31 December 2020. At the end of the performance period,
the average stock market price of the TUI AG share was € 3.44. Due to the degree of target achievement of
TUI AG’s TSR rank compared with the TSR values of the companies in the STOXX Europe 600 Travel & Leisure
over the performance period, the LTIP achieved a target of 25 %. As Mr Baier was no longer an active member
of the Executive Board at the time the Framework Agreement II was concluded, the remuneration restrictions
do not apply to him.
Based on the above information, the relative share of Mr Baier’s pension payment is approximately 95.3 % of
the remuneration paid and owed to him in financial year 2021 within the meaning of section 162 para. 1
sentence 1, sentence 2 no. 1 of the AktG. The relative share of the payment amount from the 2017 / 2020 LTIP
tranche is accordingly approx. 4.7 % of the remuneration paid and owed to him in financial year 2021 within the
meaning of section 162 para. 1 sentence 1, sentence 2 no. 1 of the AktG.
C O N T E N T S
Supervisory Board and Supervisory Board Remuneration
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
C O N F I R M AT I O N O F T H E R E M U N E R AT I O N S Y S T E M B Y T H E S H A R E H O L D E R S
According to the German Stock Corporation Act (AktG) in the version of the SRD II, the Annual General
Meeting of a listed company must resolve on the remuneration of the members of the Supervisory Board at
least every four years. A resolution confirming the existing remuneration is also permissible. The resolution
must comply with new formal requirements. Such a resolution was passed by the Annual General Meeting
on 25 March 2021. The remuneration system for the members of the Supervisory Board was approved by
99.7 % and thus adopted.
C O M P O S I T I O N O F T H E S U P E R V I S O R Y B O A R D
In accordance with the Articles of Association, the Supervisory Board of TUI AG comprises a total of 20
members. At the Annual General Meeting on 25 March 2021, four shareholder representatives had to be
newly elected or re-elected. The elections and re-elections of employee representatives were held in the
run-up to the Annual General Meeting.
Composition of the Supervisory Board
Dr Dieter Zetsche
Frank Jakobi *
Peter Long
Ingrid-Helen Arnold
Andreas Barczweski *
Peter Bremme *
Dr Jutta Dönges
Prof. Dr Edgar Ernst
Wolfgang Flintermann *
María Garaña Corces
Angelika Gifford
Stefan Heinemann *
Dr Dierk Hirschel *
Janina Kugel
Mark Muratovic *
Vladimir Lukin
Coline McConville
Alexey Mordashov
Michael Pönipp *
Carola Schwirn *
Anette Strempel *
Joan Trían Riu
Tanja Viehl *
Stefan Weinhofer *
* Workers’ representatives
Member since 13 February 2018
Chairman
Member since 15 August 2007
Vice-Chairman
Member from 9 February 2016 to 25 March 2021
Vice-Chairman
Member since 11 February 2020
Member since 10 May 2006
Member since 2 July 2014
Member since 25 March 2021
Member since 9 February 2011
Member since 13 June 2016
Member since 11 February 2020
Member from 26 March 2012 to 28 October 2014 and
from 9 February 2016 until 25 March 2021
Member since 21 July 2020
Member from 16 January 2015 to 25 March 2021
Member since 25 March 2021
Member since 25 March 2021
Member from 12 February 2014 to 28 October 2014 and
since 5 June 2019
Member since 12 December 2014
Member since 9 February 2016
Member from 17 April 2013 to 28 February 2021
Member since 1 August 2014
Member since 2 January 2009
Member since 12 February 2019
Member since 25 March 2021
Member since 9 February 2016
I R E M U N E R AT I O N O F T H E S U P E R V I S O R Y B O A R D I N F I N A N C I A L Y E A R 2 0 2 1
The rules and remuneration of the members of the Supervisory Board are set out in section 18 of TUI AG’s
Articles of Association, which are permanently accessible to the public on the internet. Supervisory Board
remuneration is reviewed at appropriate intervals. This takes account of the time expected to be spent on
the exercise of the office and the practice in companies of comparable size, industry and complexity.
14 0
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
(1) Fixed remuneration Supervisory Board
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
(2) Fixed remuneration Committees
(3) Attendance fees
(4) Maximum remuneration
141
(5) D&O
TA R G E T
The aim is to attract and retain highly qualified members of the Supervisory Board. This will promote the
efficiency of the Supervisory Board’s work and the long-term development of TUI AG.
• Chairman: € 270.0 k
• Vice-Chairman: € 180.0 k
• Member: € 90.0 k
• In each case plus the value-added tax on the emoluments
In accordance with the provisions of TUI AG’s Articles of Association, retired members of the Supervisory
Board shall receive (pro rata temporis) fixed remuneration from TUI AG for the last time immediately after the
end of the financial year in which they resigned for the duration of their membership of TUI AG’s Supervisory
Board. After the final payment of the (pro rata temporis) fixed remuneration, retired members of the Supervi-
sory Board shall no longer receive any remuneration from TUI AG for their former Supervisory Board activities.
P R E S I D I U M
• Chairman: € 42.0 k
• Member: € 42.0 k
A U D I T C O M M I T T E E
• Chairman: € 126.0 k
• Member: € 42.0 k
S T R AT E G Y C O M M I T T E E
• Chairman: € 84.0 k
• Member: € 42.0 k
N O M I N AT I N G C O M M I T T E E
• none
T R A N S A C T I O N C O M M I T T E E S
• none
• Supervisory Board: € 1.0 k per meeting
• Presidium: € 1.0 k per meeting
• Audit Committee: € 1.0 k per meeting
• Strategy Committee: € 1.0 k per meeting
• Nomination Committee: € 1.0 k per meeting
• Transaction Committees: none
Since the remuneration of the members of the Supervisory Board does not consist of variable but
exclusively of fixed components, there is no need to determine a maximum total remuneration for the
members of the Supervisory Board. The provisions of the German Stock Corporation Act (AktG) in
the version of the SRD II expressly provide for the determination of a maximum remuneration only for
the members of the Executive Board, but not for the members of the Supervisory Board.
TA R G E T
In addition, the members of the Supervisory Board are included in a pecuniary damage liability insur-
ance policy (so-called D&O insurance) maintained by the company in the interest of the company at an
appropriate amount. The premiums for this are paid by the company. There is no deductible.
C O N T E N T S
I .1 T O TA L R E M U N E R AT I O N O F T H E S U P E R V I S O R Y B O A R D
I . 2 .1 ‘ R E M U N E R AT I O N PA I D A N D O W E D ’ W I T H I N T H E M E A N I N G O F S E C T I O N 16 2 PA R A . 1 S E N T E N C E 1 O F
F I N A N C I A L Y E A R 2 0 2 1
I .1 .1 ‘ R E M U N E R AT I O N P A I D A N D O W E D ’ W I T H I N T H E M E A N I N G O F S E C T I O N 16 2
T H E G E R M A N S T O C K C O R P O R AT I O N A C T ( A K T G ) I N T H E F I N A N C I A L Y E A R 2 0 2 1 . 1 S E N T E N C E 1 A K T G
PA R A . 1 S E N T E N C E 1 A K T G I N T H E F I N A N C I A L Y E A R 2 0 2 1
I N T H E F I N A N C I A L Y E A R 2 0 2 1
Pursuant to section 162 para. 1 sentence 1, sentence 2 no. 1 of the German Stock Corporation Act (AktG),
all fixed and variable remuneration components ‘paid and owed’ to the individual members of the Supervisory
Board in financial year 2021 must also be disclosed. The values stated refer to the remuneration components
‘paid and owed’ in the respective financial year pursuant to section 162 (1) sentence 1 AktG. They thus
include all benefits actually received in the respective financial year, regardless of the financial year for which
they were received by the members of the Supervisory Board. In terms of value, the amounts for financial
year 2020 are taken into account, which will not be paid out until financial year 2021 in accordance with the
Articles of Association.
Pursuant to section 162 para. 1 sentence 1, sentence 2 no. 1 of the German Stock Corporation Act (AktG),
all fixed and variable remuneration components ‘paid and owed’ to the individual members of the Super-
visory Board in financial year 2021 must also be disclosed. The values stated refer to the remuneration
components ‘paid and owed’ in the respective financial year pursuant to section 162 (1) sentence 1 AktG.
They thus include all benefits actually received in the respective financial year, regardless of the financial
year for which they were received by the members of the Supervisory Board. In terms of value, the amounts
for financial year 2020 are taken into account, which, in accordance with the Articles of Association, will only
be paid out in financial year 2021.
Total remuneration paid and owed to the Supervisory Board
€ ’000
Outlook: 2022
2021
2020
Fixed remuneration
Longterm variable remuneration
Remuneration for committee memberships
Attendance fees
Remuneration for TUI AG Supervisory Board mandate
Remuneration for Supervisory Board mandates in the Group
Total
2,115.2
n. a.
1,029.2
429.0
3,573.4
38.7
3,612.1
1,853.4
n. a.
1,064.0
418.0
3,335.4
37.3
3,372.7
2,158.1
252.9
1,084.4
354.0
3,849.4
40.6
3,890.0
In addition, travel costs and expenses amounting to € 0 k (previous year € 187.6 k) were reimbursed. The remu-
neration of the Supervisory Board in financial year 2021, together with the reimbursement of travel costs and
expenses, amounted to € 3,372.7 k (previous year € 4,077.6 k).
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
14 2
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Paid and owed remuneration of the Supervisory Board (individual) in financial year 2021
Fixed remuneration 1
€ ’000
in %
Remuneration
for committee
€ ’000
in %
Attendance fee
€ ’000
in %
in %
Total
Remuneration for
Supervisory Board
mandates in the
Group
€ ’000
229.5
166.5
153.0
44.0
76.5
76.5
76.5
76.5
44.0
76.5
32.8
12.3
76.5
32.8
76.5
76.5
76.5
76.5
76.5
76.5
67.5
76.5
76.5
1,853.4
58.9
57.6
50.0
81.5
47.4
54.8
28.4
84.5
83.0
41.0
59.5
86.0
54.8
59.5
63.1
55.2
42.6
45.6
84.5
54.4
44.9
84.5
84.5
126.0
93.8
126.0
42.0
42.0
168.0
84.0
15.3
42.0
15.3
26.8
42.0
84.0
51.8
42.0
63.0
1,064.0
32.3
32.4
41.2
26.0
30.1
62.3
45.0
27.8
30.1
27.8
22.1
30.3
46.8
30.9
29.9
41.9
34.0
29.0
27.0
10.0
21.0
21.0
25.0
14.0
9.0
26.0
7.0
2.0
21.0
7.0
18.0
20.0
19.0
24.0
14.0
22.0
20.0
14.0
14.0
418.0
8.7
10.0
8.8
18.5
13.0
15.1
9.3
15.5
17.0
13.9
12.7
14.0
15.1
12.7
14.8
14.4
10.6
14.3
15.5
15.7
13.3
15.5
15.5
389.5
289.3
306.0
54.0
161.3
139.5
269.5
90.5
53.0
186.5
55.1
14.3
139.5
55.1
121.3
138.5
179.5
167.8
90.5
140.5
150.5
90.5
90.5
3,372.7
21.8
13.5
15.5
9.2
37.3
Dr Dieter Zetsche (Chairman) 2
Frank Jakobi (Deputy Chairman) 3
Peter Long (Deputy Chairman) 2
Ingrid-Helen Arnold 4
Andreas Barczewski
Peter Bremme
Prof. Dr Edgar Ernst
Wolfgang Flintermann
María Garaña Corces 4
Angelika Gifford
Valerie Gooding 5
Stefan Heinemann 6
Dr Dierk Hirschel
Janis Kong 5
Vladimir Lukin 7
Coline McConville
Alexey Mordashov
Michael Pönipp 3
Carola Schwirn
Anette Strempel
Ortwin Strubelt 8
Joan Trían Riu
Stefan Weinhofer
Total
1 Taking into account a voluntary waiver of 30 % of the fixed remuneration for the months April to September 2020.
2 Taking into account an additional voluntary waiver of 30 % of the remuneration as Chairman / Deputy
Chairman for the months April to September 2020.
3 Pro rata temporis view of committee remuneration from 7 July 2020.
4 Pro rata temporis view of all remuneration components as of 11 February 2020.
5 Pro rata temporis view of all remuneration components until 11 February 2020.
6 Pro rata temporis view of all remuneration components as of 21 July 2020.
7 Pro rata temporis view of committee remuneration as of 11 February 2020.
8 Pro rata temporis view of all remuneration components until 30 June 2020.
14 3
C O N T E N T S
I . 2 . 2 O U T L O O K O N ‘ R E M U N E R AT I O N PA I D A N D O W E D ’ W I T H I N T H E M E A N I N G O F S E C T I O N 16 2 (1)
F I N A N C I A L Y E A R 2 0 2 1
S E N T E N C E 1 A K T G . 1 S E N T E N C E 1 A K T G I N T H E F I N A N C I A L Y E A R 2 0 2 2
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
In terms of value, the outlook takes into account the amounts for financial year 2021, which, in accordance
with the Articles of Association, will not be paid out until financial year 2022.
Outlook: Paid and owed remuneration of the Supervisory Board (individual) in financial year 2022
Fixed remuneration
€ ’000
in %
Remuneration
for committee
€ ’000
in %
Attendance fee
€ ’000
in %
in %
Total
Remuneration for
Supervisory Board
mandates in the
Group
€ ’000
270.0
180.0
87.8
90.0
90.0
90.0
46.5
90.0
90.0
90.0
43.8
90.0
43.8
46.5
90.0
90.0
90.0
46.5
43.8
90.0
90.0
90.0
46.5
90.0
2,115.2
59.4
52.9
52.9
87.4
59.3
59.2
46.5
29.0
85.7
86.5
44.4
68.9
58.2
86.9
50.4
58.8
46.6
55.2
39.5
85.7
59.2
85.7
85.3
68.9
58.6
147.6
126.0
61.3
20.4
42.0
43.4
189.7
40.8
21.7
20.4
63.7
42.0
84.0
21.7
40.8
42.0
21.7
1,029.2
32.5
37.1
36.9
13.4
27.6
43.4
61.1
41.4
16.6
27.1
35.6
27.5
43.5
25.7
36.8
27.6
16.6
28.5
37.0
34.0
17.0
13.0
19.0
20.0
10.0
31.0
15.0
14.0
14.0
19.0
11.0
7.0
25.0
21.0
19.0
12.0
14.0
15.0
20.0
15.0
8.0
19.0
429.0
8.1
10.0
10.2
12.6
12.5
13.2
10.0
10.0
14.3
13.5
14.2
14.5
14.6
13.1
14.0
13.7
9.8
14.2
12.6
14.3
13.2
14.3
14.7
14.5
11.9
454.6
340.0
166.1
103.0
151.8
152.0
99.9
310.7
105.0
104.0
98.6
130.7
75.2
53.5
178.7
153.0
193.0
84.3
110.9
105.0
152.0
105.0
54.5
130.7
3,612.2
22.4
14.8
4.1
12.3
4.9
11.1
38.8
1.1
Dr Dieter Zetsche (Chairman) 1
Frank Jakobi (Deputy Chairman)
Peter Long (Deputy Chairman) 2
Ingrid-Helen Arnold
Andreas Barczewski 3
Peter Bremme
Dr Jutta Dönges 4
Prof. Dr Edgar Ernst 1
Wolfgang Flintermann
María Garaña Corces
Angelika Gifford 2
Stefan Heinemann 1
Dr Dierk Hirschel 2
Janina Kugel 4
Vladimir Lukin 1
Coline McConville
Alexey Mordashov
Mark Muratovic 4
Michael Pönipp 5
Carola Schwirn
Anette Strempel
Joan Trían Riu
Tanja Viehl 4
Stefan Weinhofer 1
Total
14 4
1 Pro rata temporis view of individual committee remuneration as of 25 March 2021.
2 Pro rata temporis view of all remuneration components until 25 March 2021.
3 Pro rata temporis view of individual committee remuneration until 25 March 2021.
4 Pro rata temporis view of all remuneration components from 25 March 2021.
5 Pro rata temporis view of all remuneration components until 28 February 2021.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
I . 3 CO M PA R I S O N O F T H E A N N U A L C H A N G E I N T H E R E M U N E R AT I O N O F T H E M E M B E R S O F T H E S U P E R V I S O R Y
B O A R D W I T H T H E D E V E L O P M E N T O F E A R N I N G S A N D T H E AV E R A G E R E M U N E R AT I O N O F T U I A G E M P L OY E E S
The following table shows a comparison of the percentage change in the remuneration of the members of
the Supervisory Board with the development of TUI AG’s earnings and with the average remuneration of
employees on a full-time equivalent basis compared with the previous financial year*. The remuneration of
the members of the Supervisory Board included in the table reflects the amounts actually received in the
respective financial year. For financial year 2021, these values correspond to the values stated in the table
‘Remuneration paid and owed within the meaning of section 162 para. 1 sentence 1 AktG’ (page 134 ff.).
Where members of the Supervisory Board had previously belonged to the Executive Board of TUI AG and
received remuneration for this, this would not be included in the comparative presentation. However, this
does not apply to any member of the Supervisory Board.
The development of earnings is generally presented based on the development of TUI AG’s profit for the
year in accordance with section 275 sub-section 2 no 17 of the German Commercial Code (HGB).
The comparison with the development of average employee remuneration is based on the average remuneration
of TUI AG’s workforce. Since the employee and remuneration structures in the subsidiaries are diverse,
in particular in the case of employees abroad, it is appropriate to base the comparison of the development of
average remuneration only on the workforce of TUI AG. The remuneration of all employees, including executive
staff as defined in section 5 sub-section 3 of the German Works Council Constitution Act (BetrVG), was taken
into account. Employee remuneration did not include remuneration received by employees as members
of TUI AG’s Supervisory Board. In order to ensure comparability, the remuneration of part-time employees was
extrapolated to full-time equivalents.
* Pursuant to section 26j, para. 2, sentence 2 of the Introductory Act to the Stock Corporation Act (EGAktG), a comparison of
the average remuneration of employees on a full-time equivalent basis over the last five financial years pursuant to section 162,
paragraph 1, sentence 2, no. 2 of the Stock Corporation Act (AktG) is not yet to be included in the remuneration report.
Comparison of annual change to Executive Board remuneration according to section 162 para 1 no. 2 AktG
Annual change (in %)
2021 vs. 2020
2020 vs. 2019
2019 vs. 2018
2018 vs. 2017
2017 vs. 2016
Supervisory Board remuneration 1
Dr Dieter Zetsche
Frank Jakobi
Peter Long
Ingrid-Helen Arnold
Andreas Barczewski
Peter Bremme
Dr Jutta Dönges
Prof. Dr Edgar Ernst
Wolfgang Flintermann
María Garaña Corces
Angelika Gifford
Stefan Heinemann
Dr Dierk Hirschel
Janina Kugel
Vladimir Lukin
Coline McConville
Alexey Mordashov
Mark Muratovic
Michael Pönipp
Carola Schwirn
Anette Strempel
Joan Trían Riu
Tanja Viehl
Stefan Weinhofer
Earnings performance
Annual result (TUI AG) 2
Average employee remuneration
on F TE basis
Company employees
17 %
18 %
– 46 %
91 %
– 6 %
9 %
15 %
16 %
96 %
– 47 %
914 %
– 46 %
47 %
10 %
8 %
– 34 %
16 %
8 %
16 %
71 %
0 %
– 8 %
– 13 %
– 14 %
– 6 %
– 10 %
12 %
– 15 %
279 %
– 16 %
– 8 %
– 8 %
– 21 %
– 14 %
41 %
44 %
– 10 %
268 %
– 6 %
21 %
5 %
1 %
17 %
1 %
14 %
3 %
3 %
5 %
2 %
3 %
0 %
1 %
30 %
– 1,994 %
– 88 %
6 %
– 2 %
– 3 %
47 %
– 5 %
2 %
– 5 %
1 %
0 %
9 %
3 %
– 4 %
– 2 %
2 %
0 %
2 %
33 %
– 6 %
59 %
– 22 %
– 12 %
– 26 %
240 %
61 %
– 7 %
– 18 %
62 %
– 20 %
– 27 %
– 24 %
54 %
430 %
1 Changes result in particular from the time of entry into the Supervisory Board, membership of the committees
and the respective date of resignation
2 Annual result within the meaning of section 275 para. 2 no. 17 German Commercial Code (HGB)
14 5
Apart from the work performed by the employee representatives in the framework of their employment
contracts, the members of the Supervisory Board did not provide any personal services, such as consultancy
or agency services, for TUI AG or its subsidiaries in financial year 2021 and therefore did not receive any
additional remuneration based on such services.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
105 Supervisory Board and
Executive Board
109 Corporate Governance
Report
121 Remuneration Report
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
14 6
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O R P O R AT E G O V E R N A N C E
C O M B I N E D M A N A G E M E N T
R E P O R T
S TAT E M E N T S A N D N O T E S 4
C O N S O L I D AT E D F I N A N C I A L
CONSOLIDATED FINA NCIAL
S TATE ME NT S A ND NOTE S
148 Consolidated Financial Statements
153 Notes
148 Consolidated Income Statement
148 Earnings per share
148
Consolidated Statement of
Comprehensive Income
153
Principles and Methods underlying the
Consolidated Financial Statements
171 Segment Reporting
175 Notes to the Consolidated Income Statement
149 Consolidated Statement of Financial Position
181 Notes to the Consolidated Statement of Financial Position
150 Consolidated Statement of Changes in Equity
237 Notes to the Cash Flow Statement
152 Consolidated Cash Flow Statement
238 Other Notes
248 Responsibility Statement by Management
249
Independent Auditor’s Report
256 Forward-Looking Statements
14 7
CONSOLIDATED FINA NCIAL S TATE ME NT S
Consolidated Income Statement of TUI AG
for the period from 1 Oct 2020 to 30 Sep 2021
Consolidated Statement of Comprehensive Income of TUI AG
for the period from 1 Oct 2020 to 30 Sep 2021
€ million
Notes
2021
2020
€ million
Notes
2021
2020
Revenue
Cost of sales
Gross loss
Administrative expenses
Other income
Other expenses
Impairment of goodwill
Impairment (+) / Reversals of impairment (–) of financial assets
Financial income
Financial expenses
Share of result of investments accounted for using the equity method
Impairment (+) / Reversals of impairment (–) of net investments in joint
ventures and associates
Earnings before income taxes
Income taxes (expense [+], income [–])
Group loss
Group loss attributable to shareholders of TUI AG
Group loss / profit attributable to non-controlling interest
(1)
(2)
(2)
(3)
(3)
(12)
(41)
(4)
(5)
(6)
(6)
(7)
(8)
(9)
4,731.6
5,955.4
– 1,223.8
840.5
250.6
11.5
–
– 38.0
27.3
464.1
– 232.7
5.0
– 2,461.7
19.2
– 2,480.9
– 2,467.2
– 13.8
7,943.7
9,926.1
– 1,982.4
1,017.3
574.4
15.2
68.1
180.6
35.3
321.7
– 193.3
34.5
– 3,203.3
– 64.2
– 3,139.1
– 3,148.4
9.4
Earnings per share
€
Basic and diluted loss / earnings per share
Notes
(10)
2021
– 2.58
2020
– 5.34
Group 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 loss on investments in equity instruments
designated as at FVTOCI
Income tax related to items that will not be reclassified
(expense [–], income [+])
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 [+])
Items that may be reclassified to profit or loss
Other comprehensive income
Total comprehensive income
attributable to shareholders of TUI AG
attributable to non-controlling interest
– 2,480.9
– 257.5
– 3,139.1
25.5
40.3
– 0.1
139.3
– 78.0
119.9
71.7
48.2
144.0
309.1
– 165.1
– 22.4
– 22.4
– 32.1
209.4
131.5
– 2,349.4
– 2,350.3
0.9
– 51.6
– 27.7
– 15.2
– 69.0
– 185.9
– 187.0
1.1
– 316.1
– 65.0
– 251.1
13.0
13.0
73.3
– 415.7
– 484.7
– 3,623.8
– 3,580.4
– 43.4
(11)
(11)
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
148 Consolidated Income
Statement
148 Earnings per share
148 Consolidated Statement
of Comprehensive Income
149 Consolidated Statement
of Financial Position
150 Consolidated Statement
of Changes in Equity
152 Consolidated Cash Flow
Statement
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
14 8
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
148 Consolidated Income
Statement
148 Earnings per share
148 Consolidated Statement
of Comprehensive Income
149 Consolidated Statement
of Financial Position
150 Consolidated Statement
of Changes in Equity
152 Consolidated Cash Flow
Statement
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
14 9
Consolidated Statement of Financial Position of TUI AG as at 30 Sep 2021
Consolidated Statement of Financial Position of TUI AG as at 30 Sep 2021
€ million
Notes
30 Sep 2021
30 Sep 2020
€ million
Notes
30 Sep 2021
30 Sep 2020
Assets
Goodwill
Other intangible assets
Property, plant and equipment
Right-of-use assets
Investments in joint ventures and associates
Trade and other receivables
Derivative financial instruments
Other financial assets
Touristic payments on account
Other non-financial assets
Income tax assets
Deferred tax assets
Non-current assets
Inventories
Trade and other receivables
Derivative financial instruments
Other financial assets
Touristic payments on account
Other non-financial assets
Income tax assets
Cash and cash equivalents
Assets held for sale
Current assets
Total assets
(12)
(13)
(14)
(15)
(16)
(17), (41)
(41)
(41)
(18)
(19)
(20)
(21)
(17), (41)
(41)
(41)
(18)
(19)
(22), (41)
(23)
2,993.1
498.6
3,159.3
3,009.2
640.5
308.7
8.9
12.3
107.6
183.4
9.6
291.1
11,222.3
42.8
471.6
53.4
12.1
508.6
106.7
57.7
1,583.9
96.5
2,933.3
14,155.7
2,914.5
553.5
3,462.5
3,227.9
1,186.7
402.4
7.4
10.6
149.9
423.2
9.6
299.6
12,647.8
73.2
486.3
88.9
14.9
555.5
113.4
70.9
1,233.1
57.2
2,693.4
15,341.1
Equity and liabilities
Subscribed capital
Capital reserves
Revenue reserves
Silent participation
Equity before non-controlling interest
Non-controlling interest
Equity
Pension provisions and similar obligations
Other provisions
Non-current provisions
Financial liabilities
Lease liabilities
Derivative financial instruments
Other financial liabilities
Other non-financial liabilities
Income tax liabilities
Deferred tax liabilities
Non-current liabilities
Non-current provisions and liabilities
Pension provisions and similar obligations
Other provisions
Current provisions
Financial liabilities
Lease liabilities
Trade payables
Derivative financial instruments
Other financial liabilities
Touristic advance payments received
Other non-financial liabilities
Income tax liabilities
Current liabilities
Liabilities related to assets held for sale
Current provisions and liabilities
Total equity, liabilities and provisions
(24)
(25)
(26)
(27)
(29)
(30)
(31)
(32), (41)
(32), (41)
(41)
(33), (41)
(35)
(20)
(30)
(31)
(32), (41)
(32), (41)
(41)
(41)
(33), (41)
(34)
(35)
(36)
1,099.4
5,249.6
– 8,525.7
1,091.0
– 1,085.8
667.3
– 418.4
901.9
763.6
1,665.5
3,036.1
2,606.1
10.9
5.9
206.3
56.4
123.3
6,045.1
7,710.5
33.2
539.5
572.7
284.6
623.3
2,052.4
12.9
313.0
2,379.4
518.0
56.7
6,240.3
50.6
6,863.6
14,155.7
1,509.4
4,211.0
– 6,168.8
–
– 448.4
666.5
218.1
983.6
912.1
1,895.7
3,691.7
2,712.6
44.0
7.2
198.4
61.3
192.7
6,908.1
8,803.7
31.4
390.3
421.6
577.3
687.3
1,611.5
274.8
422.0
1,770.1
447.8
82.4
5,873.2
24.5
6,319.3
15,341.1
Consolidated Statement of Changes in Equity
Consolidated Statement of Changes in Equity of TUI AG for the period from 1 Oct 2020 to 30 Sep 2021
€ million
Notes
Balance as at 30 Sep 2019
First-time adoption of IFRS 16
Balance as at 1 Oct 2019
Dividends
Share-based payment schemes
Issue of employee shares
Effects on the acquisition
of non-controlling interests
Group loss for the year
Foreign exchange differences
Financial assets at F V TOCI
Cash flow hedges
Remeasurements of defined benefit
obligations and related fund assets
Other comprehensive income of investments
accounted for using the equity method
Taxes attributable to other
comprehensive income
Other comprehensive income
Total comprehensive income
Subscribed
capital
Capital
reserves
Other
revenue
reserves
Foreign
exchange
differences
Financial
assets at
F V TOCI
Cash flow
hedges
Revaluation
reserve
Revenue
reserves
Silent
Participation
Equity before
non-controlling
interest
Non-
controlling
interest
Total
(24)
1,505.8
–
1,505.8
–
–
3.6
(25)
4,207.5
–
4,207.5
–
–
3.5
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
– 1,171.5
– 13.7
– 1,185.2
– 318.1
2.9
–
– 0.3
– 3,148.5
– 6.1
–
–
25.5
– 38.3
– 15.2
– 34.1
– 3,182.6
– 1,190.0
–
– 1,190.0
–
–
–
–
–
– 136.0
–
–
–
–
–
– 136.0
– 136.0
3.7
–
3.7
–
–
–
–
–
0.1
– 27.7
–
–
–
–
– 27.6
– 27.6
85.1
–
85.1
–
–
–
–
–
9.4
–
– 316.2
–
–
73.3
– 233.5
– 233.5
13.5
–
13.5
–
–
–
–
–
– 0.7
–
–
–
–
–
– 0.7
– 0.7
(26)
– 2,259.2
– 13.7
– 2,272.9
– 318.1
2.9
–
– 0.3
– 3,148.5
– 133.3
– 27.7
– 316.2
25.5
– 38.3
58.1
– 431.9
– 3,580.4
(27)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
3,454.1
– 13.7
3,440.4
– 318.1
2.9
7.1
– 0.3
– 3,148.5
– 133.3
– 27.7
– 316.2
25.5
– 38.3
58.1
– 431.9
– 3,580.4
(29)
711.4
–
711.4
– 0.2
–
–
– 1.3
9.4
– 52.6
–
0.1
–
– 0.3
–
– 52.8
– 43.4
4,165.5
– 13.7
4,151.8
– 318.3
2.9
7.1
– 1.6
– 3,139.1
– 185.9
– 27.7
– 316.1
25.5
– 38.6
58.1
– 484.7
– 3,623.8
Table continues on next page
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
148 Consolidated Income
Statement
148 Earnings per share
148 Consolidated Statement
of Comprehensive Income
149 Consolidated Statement
of Financial Position
150 Consolidated Statement
of Changes in Equity
152 Consolidated Cash Flow
Statement
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
15 0
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
€ million
Consolidated Statement of Changes in Equity of TUI AG for the period from 1 Oct 2020 to 30 Sep 2021
Continued from previous page
Subscribed
capital
Capital
reserves
Other
revenue
reserves
Foreign
exchange
differences
Financial
assets at
F V TOCI
Cash flow
hedges
Revaluation
reserve
Revenue
reserves
Silent
Participation
Equity before
non-controlling
interest
Non-
controlling
interest
Total
Notes
Balance as at 30 Sep 2020
Dividends
Share-based payment schemes
Issuance of bonds with warrant
and convertible bonds
Capital increase
Capital reduction
Other
Group profit / loss for the year
Foreign exchange differences
Financial assets at FVTOCI
Cash flow hedges
Remeasurements of defined benefit
obligations and related fund assets
Other comprehensive income of investments
accounted for using the equity method
Taxes attributable to other comprehensive
income
Other comprehensive income
Total comprehensive income
Balance as at 30 Sep 2021
(24)
1,509.4
–
–
–
509.0
– 919.0
–
–
–
–
–
–
–
–
–
–
1,099.4
(25)
4,211.0
–
–
93.9
26.9
917.8
–
–
–
–
–
–
–
–
–
–
5,249.6
– 4,683.3
–
0.3
–
–
–
– 6.9
– 2,467.2
– 45.2
–
–
– 257.5
18.5
139.4
– 144.8
– 2,612.0
– 7,301.9
– 1,326.0
–
–
–
–
–
–
–
153.8
–
–
–
–
–
153.8
153.8
– 1,172.2
– 23.9
–
–
–
–
–
–
–
–
– 0.1
–
–
–
–
– 0.1
– 0.1
– 24.0
– 148.4
–
–
–
–
–
–
–
– 3.9
–
144.0
–
–
– 32.1
108.0
108.0
– 40.4
12.8
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
12.8
(26)
– 6,168.8
–
0.3
–
–
–
– 6.9
– 2,467.2
104.7
– 0.1
144.0
– 257.5
18.5
107.3
116.9
– 2,350.3
– 8,525.7
(27)
–
–
–
–
1,091.0
–
–
–
–
–
–
–
–
–
–
–
1,091.0
– 448.4
–
0.3
93.9
1,626.9
– 1.2
– 6.9
– 2,467.2
104.7
– 0.1
144.0
– 257.5
18.5
107.3
116.9
– 2,350.3
– 1,085.8
(29)
666.5
– 0.1
–
–
–
–
–
– 13.7
15.2
–
–
218.1
– 0.1
0.3
93.9
1,626.9
– 1.2
– 6.9
– 2,480.9
119.9
– 0.1
144.0
–
– 257.5
– 0.6
–
14.6
0.9
667.3
17.9
107.3
131.5
– 2,349.4
– 418.4
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
148 Consolidated Income
Statement
148 Earnings per share
148 Consolidated Statement
of Comprehensive Income
149 Consolidated Statement
of Financial Position
150 Consolidated Statement
of Changes in Equity
152 Consolidated Cash Flow
Statement
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
151
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
148 Consolidated Income
Statement
148 Earnings per share
148 Consolidated Statement
of Comprehensive Income
149 Consolidated Statement
of Financial Position
150 Consolidated Statement
of Changes in Equity
152 Consolidated Cash Flow
Statement
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
15 2
Consolidated Cash Flow Statement of TUI AG for the period from 1 Oct 2020 to 30 Sep 2021
€ million
Notes
2021
2020
Group 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 / cash outflow from operating activities
Payments received from disposals of property, plant and equipment and intangible assets
Payments received 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 inflow / cash outflow from investing activities
Payments received from capital increase by issuing new shares
Payments received from capital increase through issuance of silent participations
Payments received from capital increase through equity components of the convertible bond and bond with warrants issued
Payments made for acquisition of own shares
Payments made for interest increase in consolidated companies
Dividend payments
TUI AG
subsidiaries to non-controlling interest
Payments received from the raising of financial liabilities
Payments made for redemption of loans and financial liabilities
Payments made for principal of lease liabilities
Interest paid
Cash inflow / cash outflow from financing activities
Net change in cash and cash equivalents
Development of cash and cash equivalents
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
– 2,480.9
1,012.4
163.0
461.6
14.2
– 204.4
16.2
390.8
– 137.4
613.2
– 151.3
357.9
105.5
567.2
– 299.7
– 5.3
– 21.0
704.7
542.5
1,084.4
116.9
– 1.7
–
–
–
855.5
– 1,839.2
– 587.2
– 404.8
– 233.5
319.8
1,233.1
33.2
319.8
1,586.1
2.2
– 3,139.1
1,573.5
313.4
305.6
7.1
– 564.3
33.1
627.9
74.1
– 2,003.2
– 2,771.9
109.9
689.3
79.1
– 587.0
– 40.8
– 88.6
161.8
7.1
–
–
– 1.0
– 1.6
– 318.1
– 0.6
3,372.4
– 81.4
– 612.4
– 251.9
2,112.5
– 497.6
1,747.6
– 17.0
– 497.6
1,233.1
–
(43)
(44)
(45)
(46)
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
NOTE S
Principles and Methods underlying the Consolidated Financial Statements
General
Accounting principles
153 Notes
The TUI Group and its major subsidiaries and shareholdings operate in tourism.
TUI AG, based in Karl-Wiechert-Allee 4, 30163 Hanover, Germany, is the TUI Group’s parent company and a
listed corporation under German law. The Company is registered in the commercial registers of the district
courts of Berlin-Charlottenburg (HRB 321) and Hanover (HRB 6580). The shares in the company are traded
on the London Stock Exchange and the Hanover and Frankfurt Stock Exchanges.
D E C L A R AT I O N O F C O M P L I A N C E
Pursuant to Regulation EEC No. 1606 / 2002 of the European Parliament and Council, TUI AG’s consolidated
financial statements as at 30 September 2021 were prepared in accordance with the International Financial
Reporting Standards (IFRS) as applicable in the European Union. Moreover, the commercial-law provisions
listed in section 315e (1) of the German Commercial Code (HGB) were also observed in preparing the
consolidated financial statements.
These consolidated financial statements of TUI AG were prepared for the financial year 2021 comprising the
period from 1 October 2020 to 30 September 2021. Where any of TUI’s subsidiaries have different financial
years, financial statements were prepared as at 30 September in order to include these subsidiaries in
TUI AG’s consolidated financial statements.
The accounting and measurement methods and the explanatory information and Notes to these annual
financial statements for financial year 2021 are generally consistent with those followed in preparing the
previous consolidated financial statements for financial year 2020, with the exception of the initial application
of new or amended standards, as outlined below.
The Executive Board and the Supervisory Board have submitted a Declaration of Compliance with the German
Corporate Governance Code required pursuant to section 161 of the German Stock Corporation Act (AktG) and
made it permanently available to the general public on the Company’s website (www.tuigroup.com).
The consolidated financial statements are prepared in euros. Unless stated otherwise, all amounts are indicated
in million euros (€m). Due to the utilisation of rounded amounts there may be minor rounding differences in
total and percentages.
The consolidated financial statements were approved for publication by TUI AG’s Executive Board on
6 December 2021.
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
15 3
N E W LY A P P L I E D S TA N D A R D S
Since the beginning of financial year 2021, TUI Group has initially applied the following standards and
interpretations, amended or newly issued by the IASB and endorsed by the EU, on a mandatory or voluntary
basis:
Newly applied standards in financial year 2021
Standard
Applicable from
Amendments
Impact on financial statements
Amendments to IAS 1 & IAS 8
Definition of Materiality
Framework
Amendments to References to the
Conceptual Framework in IFRS Standards
Amendments to IFRS 3
Definition of a Business
1 Jan 2020
1 Jan 2020
1 Jan 2020
Materiality is a key concept in preparing financial statements according to IFRS. The amendments refine the definition of ‘material’ and clarify
how to apply materiality. The amendments also align the definition of ‘material’ and ensure consistency in the application of that concept across
all IFRS Standards.
The revised Conceptual Framework includes revised definitions of an asset and a liability, and new guidance on measurement and derecognition,
presentation and disclosure. References to the Conceptual Framework in existing Standards are updated. The revised Conceptual Framework is
not subject to the Endorsement Process.
The amendments to IFRS 3 clarify the definition of a business and make it easier for entities to determine whether an acquisition
transaction results in recognition of a group of assets or a business.
Amendments to IFRS 9, IAS 39
and IFRS 7
Interest Rate Benchmark Reform (Phase 1)
Amendments to IFRS 16
COVID-19-Related Rent Concessions
Amendments to IFRS 16
COVID-19-Related Rent Concessions
beyond 30 June 2021
1 Jan 2020
1 Jun 2020
1 Apr 2021
The amendments relate to the provision of relief from potential consequences arising from the reform of interbank offered rates (IBORs) such as
LIBOR on companies’ financial reporting. They are intended to secure the continuation of hedging relationships despite the replacement of current
interest rates with alternative rates. Entities also must disclose the extent to which their hedges are affected by the interest rate benchmark reform.
The amendments published by the IA SB on 28 May 2020 provide lessees with an exemption from assessing whether a COVID-19-related rent
concession is a lease modification. Lessees applying the exemption must account for the rent concessions as if they were not lease modifications.
The amendments are available for rent concessions reducing lease payments due on or before 30 June 2021.
The amendments published by the IA SB on 31 March 2020 extend the period of application of the aforementioned amendments to IFRS 16
issued on 28 May 2020 for another year.
No impact.
No impact.
The assessment process used
to determine whether an acquisi-
tion of a subsidiary falls into the
scope of IFRS 3 was revised in
the reporting period. As a result,
accounting for acquisitions of
hotel companies, in particular,
will now be assessed on this
revised basis.
Not material.
No impact. TUI does not apply
the new practical expedient.
No impact. TUI does not apply
the practical expedient.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
15 4
C O N T E N T S
Going concern reporting according to the UK Corporate Governance Code
TUI Group covers its daily working capital requirements through cash, bank balances and bank loans. As
at 30 September 2021, TUI Group’s net debt (financial debt plus lease liabilities less cash and cash equiva-
lents and less short-term interest-bearing investments) totalled € 4,954.2 m (as at 30 September 2020
€ 6,420.9 m).
TUI AG successfully completed its capital increase on 28 January 2021. The gross issue proceeds amounted
to around € 568 m. The Group’s share capital increased nominally by just under € 509 m to around € 1.099 bn.
The premium from the capital increase boosted the capital reserves by a further € 58.8 m.
With the funds from the capital increase, TUI repaid the outstanding senior bond (October 2016 – Octo-
ber 2021) of € 300 m early on 23 February 2021 in accordance with the terms and conditions of the bond. In
accordance with the agreement on the loans granted by KfW under the three financing packages, the early
redemption of the senior bond extended their maturities until July 2022.
Net debt
€ million
Financial debt
Lease liabilities (IFRS 16)
Cash and cash equivalents
Short-term interest-bearing investments
Net debt
30 Sep 2021
30 Sep 2020
Var. %
3,320.8
3,229.4
1,583.9
12.1
– 4,954.2
4,269.0
3,399.9
1,233.1
14.9
– 6,420.9
– 22.2
– 5.0
+ 28.4
– 18.8
+ 22.8
On 16 April 2021, TUI AG issued a convertible bond with a total nominal amount of € 400 m, which was
increased by a total nominal amount of almost € 190 m in July 2021. TUI received a total of more than
€ 600 m from the overall issue of the convertible bond. Provided the convertible bond has not been con-
verted, redeemed or repurchased and retired ahead of schedule, it will be redeemed at its nominal
amount on 16 April 2028. Investors have the option to convert the convertible bond into registered
shares of TUI. TUI has used the proceeds from the overall issuance of the convertible bonds to refinance
and to reduce drawings on the KfW facilities.
The global travel restrictions to contain COVID-19 had a strong negative impact on the Group’s earnings and
liquidity development from the end of March 2020 and also throughout the 2021 financial year. To cover the
resulting liquidity requirements, the Group also received financing measures in two steps from the Federal
Republic of Germany in financial year 2020, in particular in the form of a credit line from KfW totalling
€ 2.85 bn and an option bond from the Economic Stabilization Fund (ESF) in the amount of € 150 m with
initial option rights to around 58.7 m shares. The option bond was issued to the Economic Stabilization Fund
on 1 October 2020. In the second quarter of financial year 2021, TUI secured further funds from a further
financing package of € 1.8 bn agreed with Unifirm Ltd, a banking consortium and KfW as well as the ESF.
The preconditions for all components of the third financing package were created at the Extraordinary
General Meeting of TUI AG on 5 January 2021. This included in particular the resolution to reduce the capital
stock from € 2.56 per share to € 1.00 per share and the subsequent capital increase of around € 509 m.
On 27 May 2021, TUI AG agreed to sell its 49 % stake in Riu Hotels S. A. to a company of the Riu Group owned
by Carmen and Luis Riu. The transaction was completed on 31 July 2021 and resulted in a net cash inflow
of € 541.4 m, which was used to reduce the Group’s debt. Further purchase price payments will be made
in financial year 2023 and 2024 if Riu Hotels S. A. achieves agreed earnings targets.
Already in H1 2021, cash inflows were also generated from the sale and leaseback of aircraft and spare parts.
On 27 July 2021, TUI agreed with the bank consortium and KfW on an extension of TUI AG’s revolving credit
facility (‘RCF’) and KfW credit line (both tranches) to summer 2024. TUI Group’s revolving credit facilities
currently amount to € 4.8 bn. For regulatory reasons due to Brexit, the credit line of a British bank (around
€ 80 m cash and € 25 m guarantee line) cannot be extended beyond summer 2022, so that thereafter the
credit lines will total € 4.7 bn until 2024. At the same time, the term of the loan facility of € 200 m was also
agreed to the summer of 2024.
The ESF and TUI AG subsequently signed the agreement on two silent participations totalling € 1.091 bn. The
ESF measures comprise a silent participation convertible into shares in TUI of € 420 m (Silent Participation I)
and a second silent participation (Silent Participation II) of € 671 m. As of 30 September 2021, silent
participation I and II were fully paid in. In the IFRS consolidated financial statements, the silent participations
are shown as equity due to their nature and are therefore not included in the Group’s net debt. As part
of the third financing package, KfW also participated in an additional loan facility together with private banks
in the amount of € 200 m.
With the extension of the KfW credit lines, it was also agreed that TUI AG would use 50 % of individual cash
inflows exceeding € 50 m by 20 July 2022, but a maximum amount of € 700 m, e. g. from capital measures or
the sale of assets or companies, to first reduce the volume of the loan facility of € 200 m and subsequently
the KfW credit line and repay it if utilised. The reduction is to be made for the first time on 1 April 2022. The
cash inflows from the sale of Riu Hotels S. A. are excluded from this provision. After 20 July 2022 in general
50 % of certain cash flows exceeding € 50 m are to be used. There is no maximum amount defined.
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
15 5
As at 30 September 2021, the loan facility was reduced by € 30 m from € 200 m to € 170 m. The facility was
not utilised at any time in the financial year 2021. Therefore, not all requirements for the use of the facility
have been met yet, but this would be possible in the short term.
each country, whether new variants of the virus will emerge, and when medications will be available to treat
COVID-19 disease. However, it is now foreseeable that sufficient vaccines will be available in our key source
markets and destinations to ensure a further recovery in travel in the financial year 2022.
The TUI Group’s current credit facilities comprise the following
• € 1.75 bn credit line from 20 private banks (incl. € 215 m guarantee line)
• € 1.8 bn KfW from 1st financing package
• € 1.05 bn KfW from 2nd financing package
• € 0.17 bn KfW and private banks from 3rd financing package (currently not available as described above).
TUI AG’s RCF and KfW credit line are subject to compliance with certain financial target values (covenants)
for debt coverage and interest coverage, the review of which is carried out based on the last four reported
quarters at the end of the financial year or the half-year of a financial year. Against the backdrop of the
ongoing pressures from the COVID-19 pandemic, the review is currently suspended. On 9 June 2021 and
again when the credit lines were extended, TUI AG’s creditor banks agreed to a further suspension of the
review of these covenants until the end of March 2022, so that the review will now only be resumed in Sep-
tember 2022. In addition, higher limits will be applied at the first two cut-off dates before normalised limits
have to be complied with from September 2023.
Upon entry of the new shares in the commercial register on 28 October 2021 and final settlement with the
banks involved on 2 November 2021, TUI AG successfully completed another capital increase. The gross issue
proceeds amount to around € 1.1 bn. The Group’s share capital will nominally increase by € 523.5 m to
€ 1.623 bn. The proceeds from the capital increase will be used to decrease the drawdown on the KfW credit
line and the banks’ cash facility (RCF). On 1 April 2022 the € 0.17 bn credit facility will then be cancelled in total,
the € 1.05 bn credit facility will be cancelled by € 505 m in particular in relation to the net proceeds of the capital
increase.
Currently, the TUI Group continues to be affected by the negative financial impact of the COVID-19 pandemic.
After a significant decrease in the number of COVID-19 cases in the summer of 2021, many countries are
currently recording a significant increase in infections again. As a result, contact restriction measures have
been tightened again in the affected countries. Due to ongoing changes in travel restrictions, it remains
impossible to predict when TUI will be able to fully resume its travel programme. In particular, it is not pos-
sible at this time to reliably predict how quickly vaccination against the COVID-19 virus can be completed in
With the customer deposits received for the coming seasons, the funds from the financing measures imple-
mented in the year under review (capital increase in January 2021 and the convertible bond placed in April),
the cash inflow from the sale of Riu Hotels S. A., the extension of the revolving credit facilities including the
further suspension of the review of the financial covenants as well as the further capital increase in Octo-
ber 2021, which took place after the balance sheet date, the Executive Board believes that, despite the
existing risks, the TUI Group currently has and will continue to have sufficient funds resulting both from the
borrowing and from expected operating cash flows to meet its payment obligations and to continue in the
foreseeable future as a going concern. Therefore, as at 30 September 2021, the Board no longer identifies
any material uncertainty that may cast significant doubt on the Group’s ability to continue as a going
concern. In this context, the Executive Board assumes that the credit lines expiring in summer 2024 will be
refinanced. The Executive Board as at September 2021 no longer considers the remaining risk with regard to
a further pandemic-related change in booking behaviour as a threat to the company as a going concern. In
its assessment, the Executive Board assumes that the booking figures will gradually recover in the financial
year 2022 and volumes in the summer of 2022 will settle at approximately the normalised level of the summer
of 2019. For the 2023 financial year, it is expected that the booking behaviour in the financial year 2023
will largely correspond to the pre-pandemic level. The Executive Board assumes that there will be no further
long-term closures and lockdowns that could affect travel behaviour. Nevertheless, customer bookings may
deteriorate due to new travel restrictions, insufficient vaccination coverage against the COVID-19 virus in
individual countries, and virus variants such as the new Omicron virus variant, for which there may not be
sufficient vaccination protection, thereby affecting TUI Group’s performance.
In accordance with Regulation 30 of the UK Corporate Governance Code, the Executive Board confirms that,
in its opinion, it is appropriate to prepare the Group`s Financial Statements on a going concern basis.
Principles and methods of consolidation
P R I N C I P L E S
The consolidated financial statements include all significant subsidiaries directly or indirectly controlled
by TUI AG. Control exists where TUI AG has power over the relevant activities, is exposed to variable returns or
has rights to the returns, and has the ability to affect those variable returns through its power over the investee.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
15 6
Generally, the control is exercised by means of a direct or indirect majority of voting rights. If the TUI
Group holds less than the majority of voting rights in a shareholding, it may exercise control due to contractual
or similar agreements, as in the case of the participation in the RIUSA II Group. Due to the contractual
agreements between the shareholders and the framework agreements with TUI Group as well as the
considerable importance of tour operation for the economic success of RIUSA II Group, TUI Group is able
to exercise a controlling influence on decisions about the most relevant activities and consequently the
amount of returns. TUI Group is subject to variable returns from RIUSA II Group, in particular due to
dividend payments and fluctuations in the value of the stake itself. RIUSA II Group is therefore consolidated
although TUI Group only holds a 50 % equity stake.
In assessing control, the existence and effect of potential voting rights are taken into account that are currently
exercisable when decisions about the direction of relevant activities are made. Consolidation of subsidiaries
starts from the date TUI gains control. When TUI ceases to control the corresponding companies, they are
removed from the group of consolidated companies.
€ million
Number at 30 Sep 2020
Additions
Incorporation
G R O U P O F C O N S O L I D AT E D C O M PA N I E S
In financial year 2021, the consolidated financial statements included a total of 272 subsidiaries. The table
below presents changes in the number of companies since 1 October 2020.
Development of the group of consolidated companies1
and the Group companies measured at equity
The consolidated financial statements are prepared from the separate or single-entity financial statements
of TUI AG and its subsidiaries, drawn up on the basis of uniform accounting, measurement and consolidation
methods and usually audited or reviewed by auditors.
Associates for which the TUI Group is able to exert significant influence over the financial and operating
policy decisions within these companies are accounted for using the equity method. Generally, significant
influence is assumed if TUI AG directly or indirectly holds voting rights of between 20 to 50 per cent.
Stakes in joint ventures are also measured using the equity method. A joint venture is a company managed
jointly by the TUI Group with one or several partners based on a contractual agreement, in which the parties that
jointly exercise control have rights to the company’s net assets. Joint ventures also include companies in which
the TUI Group holds a majority or minority of voting rights but in which decisions about the relevant activities
may only be taken on an unanimous basis due to contractual agreements.
The dates on which associates and joint ventures are included in or removed from the group of companies
measured at equity are determined in a manner consistent with that applied to subsidiaries. At equity
measurement in each case is based on the last annual financial statements available or the interim financial
statements as at 30 September if the balance sheet dates differ from TUI AG’s balance sheet date. This
affects 33 companies with a financial year from 1 January to 31 December, four companies with a financial
year from 1 November to 31 October and two companies with a financial year from 1 April to 31 March.
Consolidated
subsidiaries
Associates Joint ventures
277
11
5
1
5
16
4
4
8
– 2
272
19
–
–
–
–
2
–
2
–
1
18
30
–
–
–
–
2
–
2
–
– 1
27
Expansion of business operations
Added to group of consolidated companies due to further
acquisition of shares
Disposals
Liquidation
Sale
Merger
Change in ownership stake
Number at 30 Sep 2021
1 excl. TUI AG
2 Addition 1 / disposal – 1
TUI AG’s direct and indirect subsidiaries, associates and joint ventures are listed under Other Notes – TUI
Group Shareholdings.
34 subsidiaries were not included in the consolidated financial statements. Even when taken together, these
companies are of minor significance to the presentation of a true and fair view of the financial position and
performance of the Group.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
15 7
On 10 May 2021, the stake in the fully consolidated hotel company Enterprises Hotelières et Touristiques
Paladien Lena Mary S. A. in the Western Region segment was sold for a purchase price of € 6.1 m. The divest-
ment generated a gain of € 2.3 m, carried in Other income.
In May 2021, the disposal group Tenuta di Castelfalfi S. p. A. in the Hotels & Resorts segment was reclassified
to assets held for sale due to the Group’s intention to sell the entity. On occasion of the reclassification, the
disposal group was impaired by € 4.0 m to its selling price less costs to sell. The impairment is shown in the
cost of sales. On 30 June 2021, the transaction was completed at a preliminary purchase price less costs to
sell of € 18.5 m, generating a preliminary loss on disposal of € 0.2 m, carried in Other expenses.
An agreement on the disposal of the stake in the Riu Hotels S. A. joint venture was concluded on
27 May 2021. The stake was classified as held for sale at a carrying amount of € 379.3 m, carried in the
Hotels & Resorts segment. The transaction was completed on 31 July 2021. The purchase price paid in the
reporting period less the associated costs to sell was initially € 540.8 m. In October 2021, subsequent
purchase price adjustments resulted in a reduction in the purchase price by € 23.9 m. Due to an earn-out
clause applicable to Riu Hotels S. A. delivering its operating budgets for financial years 2022 and 2023, an
amount of € 108.1 m was carried as a contingent purchase price payment which is reported in the balance
sheet item trade receivables and other receivables. For further explanations with regard to the evaluation,
please refer to note 41 ‘Financial instruments’. The goal of the transaction, which contributes to delivering
the asset-right strategy, is to decouple growth in hotels from real estate investments. Adjusted for the
accumulated foreign exchange differences of € – 49.0 m recognised in Other comprehensive income and
reclassified to profit and loss with an equal and opposite entry in Other comprehensive income, the sale
generated a profit of € 196.8 m, shown in Other income. The proceeds of the transaction will be used to
reduce TUI Group’s debt.
C O N T E N T S
Acquisitions – Divestments
A C Q U I S I T I O N S O F T H E C U R R E N T F I N A N C I A L Y E A R
The acquisition of the interests in Karisma Hotels Adriatic d. o. o.za trgovinu i usluge, Zagreb, Croatia, resulted
in an increase of the 33 % stake previously held by TUI Group to 100 %. This acquisition is not in the scope
of IFRS 3. Accordingly, the purchase price is allocated to the individual acquired assets and liabilities, based
on their fair value at the acquisition date. The consideration received comprises of settled purchase price
payments of € 4.9 m and cash consideration of € 5.1 m.
Summary presentation of acquisitions
Name and headquarters
of the acquired company
Business activity
Acquirer
Karisma Hotels Adriatic d. o. o.
za trgovinu i usluge,
Zagreb, Croatia (subgroup)
Total
Accommodation
Service
TUI Travel Overseas
Holding Limited
Date of
acquisition
Acquired
share
Consideration
transferred
in € million
23.2.2021
67 %
10.0
10.0
A C Q U I S I T I O N S O F T H E P R I O R F I N A N C I A L Y E A R
The purchase price allocation for the companies acquired in financial year 2020 had already been finalised in
the prior year.
D I V E S T M E N T S
In March 2019, TUI Group sold its stake in the Corsair S. A. airline to Diamondale Ltd. and acquired a 27 %
stake in Diamondale Ltd. for € 1. Since then, the investment has been carried as a TUI Group associate with
a carrying amount of € 1. On 30 December 2020, TUI Group sold the indirect investment in Corsair S. A. As
part of that transaction, on 29 December 2020, a 75.0 % stake in the aircraft asset company MSN 1359 GmbH
was sold to Corsair S. A. for € 1. Following the divestment of the stake in MSN 1359 GmbH, previously recognised
as a fully consolidated subsidiary, TUI Aviation GmbH has retained a 25.0 % stake, recognised as an associate
accounted for using the equity method. The divestment of the stake generated a loss of € 3.3 m, carried in
Other expenses.
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
15 8
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
On 27 September 2021, the 66.0 % stake in the fully consolidated travel agency company Cassata Travel
s. r. l., Cefalù (Palermo), Italy, in the TUI Musement segment was sold for a purchase price of € 1. The
transaction generated a loss of € 0.1 m, carried in Other expenses.
arising on the acquisition of a foreign company are treated as assets and liabilities of the foreign company
and also translated at the rate of exchange applicable at the balance sheet date. The items of the income
statement and hence the result for the year shown in the income statement are translated at the average
rate of the month in which the respective transaction takes place.
C O R P O R AT E G O V E R N A N C E
Condensed balance sheet of divestments
MSN 1359 GmbH
29 Dec 2020
Tenuta di Castelfalfi
S. p. A. (subgroup)
30 Jun 2021
Differences arising on the translation of the annual financial statements of foreign subsidiaries are reported
outside profit and loss and separately shown as foreign exchange differences in the consolidated statement of
changes in equity. When a foreign company or operation is sold, any foreign exchange differences previously
included in equity outside profit and loss are recognised as a gain or loss from disposal in the income statement
through profit and loss.
€ million
Assets
Property, plant and equipment and intangible assets
Other non-current assets
Trade receivables
Other current assets
Cash and cash equivalents
Provisions and liabilities
Non-current liabilities
Current provisions
Trade payables
Other current liabilities
24.5
–
1.7
–
2.0
28.2
19.3
–
–
5.6
24.9
13.3
0.1
0.9
16.7
0.7
31.7
0.3
1.0
3.6
8.1
13.0
Translation differences relating to non-monetary items with changes in their fair values eliminated through
profit and loss (e. g. equity instruments measured at their fair value through profit and loss) are included in the
income statement. In contrast, translation differences for non-monetary items with changes in their fair values
taken to equity (e. g. financial assets at FVTOCI) are included in revenue reserves.
The TUI Group did not hold any subsidiaries operating in hyperinflationary economies in the completed
financial year, nor in the previous year.
The translation of the financial statements of foreign companies measured at equity follows the same principles
for adjusting carrying amounts and translating goodwill as those used for consolidated subsidiaries.
N E T I N V E S T M E N T I N A F O R E I G N O P E R AT I O N
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 com-
prehensive income. As at 30 September 2021 TUI Group had granted loans of this type in particular to hotel
companies in North Africa.
Exchange rates of currencies of relevance to the TUI Group
F O R E I G N E X C H A N G E T R A N S L AT I O N
Transactions in foreign currencies are translated into the functional currency at the foreign exchange rates
at the date of the transaction. Any gains and losses resulting from the execution of such transactions and
the translation of monetary assets and liabilities denominated in foreign currencies at the foreign exchange
rate at the date of the transaction are shown in the income statement, with the exception of gains and losses
to be recognised in equity as qualifying cash flow hedges.
The annual financial statements of companies are prepared in the respective functional currency. The
functional currency of a company is the currency of the primary economic environment in which the
company operates.
Where subsidiaries prepare their financial statements in functional currencies other than the Euro, being the
Group’s reporting currency, the assets and liabilities are translated at the rate of exchange applicable at the
balance sheet date (closing rate). Goodwill allocated to these companies and adjustments of the fair value
1 € equivalent
Sterling
US dollar
Swiss franc
Swedish krona
Closing rate
Annual average rate
30 Sep 2021
30 Sep 2020
0.86
1.16
1.08
10.22
0.91
1.17
1.08
10.53
2021
0.87
1.20
1.09
10.18
2020
0.88
1.12
1.07
10.58
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
15 9
C O N S O L I D AT I O N M E T H O D S
The recognition of the assets and liabilities of acquired businesses is based on the acquisition method.
Accordingly all identifiable assets, all liabilities and certain contingent liabilities assumed are measured at fair
value as of the acquisition date. Subsequently, the consideration for the stake is measured at fair value and
eliminated against the acquiree’s revalued equity attributable to the acquired share. As a matter of principle,
the option to measure the non-controlling interests at their fair value (full goodwill method) was not used.
Any excess of acquisition costs over net assets acquired is capitalised as goodwill and recognised as an asset
in accordance with the provisions of IFRS 3. Any negative goodwill is recognised immediately in profit and
loss and presented as other income.
When additional shares are purchased after obtaining control, the difference between the purchase price and
the carrying amount of the stakes acquired is recognised directly in equity. The effects from sales of stakes not
entailing a loss of control are also recognised directly in equity. By contrast, when control is obtained or lost,
gains or losses are recognised in profit and loss. In the case of business combinations achieved in stages (where
the acquirer held an equity interest before he obtained control), the equity stake previously held in the acquired
company is revalued at the fair value applicable at the acquisition date and the resulting gain or loss is
recognised in profit or loss. For transactions involving a loss of control, the profit or loss does not only comprise
the difference between the carrying amounts of the disposed stakes and the consideration received but also the
result from the revaluation of the remaining shares.
On loss of control of a subsidiary the gain or loss on derecognition will be calculated as the total of the
fair value of the consideration plus the fair value of any investment retained in the former subsidiary less
the share of the book value of the net assets of the subsidiary. Any gains or losses previously recognised
in other comprehensive income from currency translations or the valuation of financial assets and liabilities will
be reclassified to the income statement. When a subsidiary is sold, any goodwill allocated to the respective
subsidiary is taken into account in the calculation of the profit or loss of disposal.
The Group’s associates and joint ventures are measured at equity and included at the cost to purchase
as at the acquisition date. The Group’s stake in associates and joint ventures includes the goodwill arising
from the respective acquisition.
The Group’s share in profits and losses of associates and joint ventures is carried in the income statement
from the date of acquisition (Share of result from joint ventures and associates), while the Group’s share
in the total other comprehensive income is shown in its revenue reserves. The accumulated changes arising
after the acquisition are shown in the carrying amount of the shareholding. When the share in the loss
of an associated company or joint venture equals or exceeds the Group’s original stake in this company,
including other unsecured receivables, no further losses are recognised. Any losses exceeding that stake
are only recognised to the extent that obligations have been assumed or payments have been made for the
associated company or joint venture.
Where the accounting and measurement methods applied by associates and joint ventures differ from the
uniform accounting rules applied in the Group, the differences are adjusted.
Intercompany receivables and payables or provisions are eliminated, as are intercompany revenue, other
income and the corresponding expenses. Intercompany results from intercompany deliveries and services
are reversed through profit and loss, taking account of deferred taxes. However, intercompany losses are an
indicator that an asset may be impaired. Intercompany profits from transactions with companies measured
at equity are eliminated in relation to the Group’s stake in the companies. Intercompany transactions are
entered into on an arm’s length basis.
Accounting and measurement methods
The consolidated financial statements were prepared according to the historical cost principle, with the
exception of certain financial instruments such as financial assets and derivatives as well as plan assets
from externally funded pensions benefit obligations held at fair value at the balance sheet date.
The financial statements of the consolidated subsidiaries are prepared in accordance with uniform accounting
and measurement principles. The amounts recognised in the consolidated financial statements are not
determined by tax regulations but solely by the commercial presentation of the financial position and
performance as set out in the rules of the IASB.
R E V E N U E R E C O G N I T I O N
TUI recognises revenue upon transfer of control over distinct goods or services to the customer. In Markets
and Airlines, TUI predominantly generates revenue from the sale of package holidays. The flights, hotel
accommodation and other services included in a package holiday are transformed into one product for the
customer through a significant integration service provided by TUI as tour operator within the meaning of
IFRS 15, so that the package holiday constitutes one performance obligation for TUI. This revenue is recognised
when TUI delivers the service for its customer, i. e. on a linear basis over the duration of the holiday tour, as
customers consume their holiday on a pro rata basis. TUI generates further revenue from the sale of other
tourist services, e. g. seat-only, accommodation-only, cruises, etc. Revenue is recognised when or as TUI has
satisfied its performance obligation, either over time in relation to the duration of the journey if the services
relate to a period of time, e. g. in the case of multi-day hotel stays, or at a point in time on the day of the
performance of the performance obligation, e. g. for flight services on the day of the flight. Revenue from
long-term contracts is recognised over the duration of the individual contract in accordance with IFRS 15.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
16 0
Amendment fees do not constitute an independent performance obligation. Revenue is therefore recognised
along with the delivery of the main performance obligation.
Useful lives of intangible assets
If TUI has control over the asset before it is delivered to the customer, TUI acts as the principal in relation to
that service. Otherwise, TUI acts as an agent. As a principal, TUI carries the recognised revenue and costs in
the income statement on a gross basis, e. g. for revenue from its own tour operator activities, for hotel
revenue in own hotels, and for aviation revenue. When acting as an agent, TUI carries the relevant revenue
on a net basis at the amount of the commission received, e. g. for car rental and hotel revenue for third-
party hotels in which TUI does not have control over the hotel rooms. Passenger-related aviation taxes and
fees charged by TUI on behalf of third parties and passed on to these third parties are carried in the income
statement on a net basis.
TUI uses the practical expedient offered under IFRS 15.121(a). For open performance obligations as at the
balance sheet date, TUI discloses all performance obligations for contracts with an original term of more
than twelve months.
TUI has to pay compensation to customers for flight delays or cancellations (so-called denied boarding
compensation). These payments stand in direct connection with the obligation of the flight service. Therefore
these payments represent variable considerations under IFRS 15. In conclusion denied boarding compensations
are shown net in revenue.
G O O D W I L L A N D O T H E R I N TA N G I B L E A S S E T S
Acquired intangible assets are carried at cost. Internally generated intangible assets are capitalised at cost where
an inflow of future economic benefits for the Group is probable and can be reliably measured. The cost
to produce comprises direct costs and directly allocable overheads. Intangible assets with a finite service
life are amortised over the expected useful life.
Intangible assets acquired as a result of business combinations are included at their fair value as at the
date of acquisition and are amortised on a straight-line basis.
Brands, licences and other rights
Transport and leasing contracts
Computer Software
Customer base as at acquisiton date
Useful lives
5 to 20 years
12 to 20 years
3 to 10 years
7 to 15 years
Due to the decision to accelerate the digital transformation of TUI Group the useful life of certain software
solutions were estimated to be 1 or 2 years. Please refer for further information to the section ‘Other
intangible assets’.
If there are any events or indications suggesting potential impairment, the amortised carrying amount of
the intangible asset is compared with the recoverable amount. Any losses in value going beyond wear-
and-tear depreciation are taken into account through the recognition of impairment charges.
Depending on the functional area of the intangible asset, amortisation and impairment charges are in-
cluded under cost of sales or administrative expenses.
Intangible assets with indefinite useful lives are not amortised but are tested for impairment at least
annually. In addition, impairment tests are conducted if there are any events or indications suggesting
potential impairment. The TUI Group’s intangible assets with an indefinite useful life consist exclusively
of goodwill.
Impairment tests for goodwill are conducted on the basis of cash generating units (CGU) or groups of
cash generating units.
Impairment charges are recognised where the carrying amount of the tested units plus the allocated
goodwill exceeds the recoverable amount. The recoverable amount is the higher of fair value less costs
of disposal and the present value of future cash flows based on continued use (value in use). The fair
value less costs of disposal corresponds to the amount that could be generated between knowledgeable,
willing, independent business partners after deduction of the costs of disposal.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
161
Impairment of goodwill is shown separately in the consolidated income statement.
P R O P E R T Y, P L A N T A N D E Q U I P M E N T
Property, plant and equipment are measured at amortised cost. The costs to purchase include costs to
bring the asset to a working condition. The costs to produce are determined on the basis of direct costs
and directly attributable indirect costs and depreciation.
Borrowing costs directly associated with the acquisition, construction or production of qualifying assets
are included in the costs to acquire or produce these assets until the assets are ready for their intended
use.
To the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset, the
underlying capitalisation rate is determined on the basis of the specific borrowing cost; in all other cases
the weighted average of the borrowing costs applicable to the borrowings outstanding is applied.
engines in first-time recognition is based on a residual value of a maximum of 5 % of the cost of acquisition.
In addition, a residual value of 20 % is used to determine the scheduled depreciation of spare parts. The
payments made under a power by the hour arrangement relating to maintenance overhauls are capitalised
as PPE under construction up to a maintenance event at which point the cost is transferred to the appropriate
PPE category.
Both the useful lives and residual values are reviewed on an annual basis when preparing the Group financial
statements. The review of the residual values is based on comparable assets at the end of their useful lives as
at the current point in time. Any adjustments required are recognised as a correction of depreciation
over the remaining useful life of the asset. The adjustment of depreciation is recognised retrospectively
for the entire financial year in which the review has taken place. Where the review results in an increase in
the residual value so that it exceeds the remaining net carrying amount of the asset, depreciation is suspended.
In this case, the amounts are not written back.
Depreciation of property, plant and equipment is based on the straight-line method, based on the cus-
tomary useful lives. The useful economic lives are as follows:
Any losses in value going beyond wear-and-tear depreciation are taken into account through the recognition
of impairment losses. If there are any events or indications suggesting impairment, the required impairment
test is performed to compare the carrying amount of an asset with the recoverable amount.
Useful lives of property, plant and equipment
Hotel buildings
Other buildings
Cruise ships
Aircraft
Fuselages and engines
Engine overhaul
Major overhaul
Spare parts
Operating and business equipment
Useful lives
30 to 40 years
25 to 50 years
30 to 38 years
22 to 25 years
depending on intervals, up to 12 years
depending on intervals, up to 12 years
up to 10 years
3 to 10 years
Moreover, the level of depreciation is determined by the residual values at the end of the useful life of an
asset. The residual value assumed in first-time recognition for cruise ships and hotel complexes is between
15 % and 35 % of the acquisition costs. The determination of the depreciation of aircraft fuselages and aircraft
L E A S E S
Leases are agreements transferring the right to use an identified asset for a given period of time in return for
a payment. As a lessee, TUI leases moveable assets such as aircraft, vehicles and cruise ships, as well as,
in particular, immoveable property such as hotel buildings and land, office buildings and travel agencies.
As a lessor, TUI subleases some aircraft and hotel and office space.
T U I A S L E S S E E
Since 1 October 2019, TUI has carried right-of-use assets and lease liabilities for all leases in the statement
of financial position. At the inception of an agreement, TUI evaluates whether it is, or contains, a lease. Apart
from traditional lease, tenancy or leasing contracts, service or capacity agreements may also fall within the
scope of IFRS 16. In connection with the purchase of mixed tourism services, the rental or purchase of the
largest portion of a hotel’s room capacity is identified as a lease component if TUI commits to its contract
partner to purchase a fixed allotment of more than 90 % of the hotel’s capacity for a period of more than
12 months, provided the agreement does not include an exemption to return committed capacity for self-
marketing by the hotelier, and if therefore an irrevocable payment obligation exists. For agreements that
contain one or several lease components alongside non-lease components, TUI uses the option not to sepa-
rate these non-lease components, in particular for vehicle or IT leases and for hotel capacity contracts.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
16 2
At the commencement date, i. e. the date from which the lessee is entitled to exercise the right to use the
underlying asset, a lease liability amounting to the present value of the lease payments not yet made as at
that date is recognised. The lease payments include all fixed and in substance-fixed payments less any future
lease incentives to be provided by the lessor. The lease payments also include variable payments linked to
an index or an interest rate as well as expected payments from residual value guarantees. Lease payments
for the exercise of extension, purchase and termination options are included if the exercise of these options
is assessed as reasonably certain. As a rule, the lease payments are discounted at the lessor’s interest rate
implicit in the lease. If that rate is not known to TUI, the present value is determined using the incremental
borrowing rate. After initial measurement, the carrying amount is increased to reflect interest on the lease
liability and reduced to reflect the lease payments made. In addition, the carrying amount of lease liabilities
is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e. g.,
changes to future payments resulting from a change in an index or rate used to determine such lease
payments) or a change in the assessment of an option to purchase the underlying asset. The interest
expense from the subsequent measurement of the lease liability is presented in the interest result. Variable
lease payments not linked to an index nor to an interest rate are recognised through profit or loss in the
period in which the event or condition that triggers the payment occurs.
In addition, a right-of-use asset is recognised at the commencement date. Right-of-use assets for the leased
items are measured at amortised cost less cumulative depreciation / amortisation and cumulative impairment
and adjusted for revaluations of the lease liability. The costs of a right-of-use asset comprise the present value
of the future lease payments plus initial direct costs and the lease payments made prior to commencement
less any lease incentives received and the estimated costs to be incurred to restore the leased asset to the
condition required by the terms and conditions of the lease. Capitalised right-of-use assets are depreciated
on a straight-line basis over the shorter of the lease term and the expected useful life of the right-of-use
asset. If the lease transfers ownership of the leased asset to TUI by the end of the lease term, or if the lease
payments reflect the future exercise of a purchase option, the right-of-use asset is depreciated over the
useful life of the leased asset. Depreciation of capitalised right-of-use assets is carried in the cost of sales or
in administrative expenses.
TUI applies the recognition and measurement exemptions for all short-term leases and low-value asset
leases. A short-term lease is a lease that has a lease term of 12 months or less and does not contain a
purchase option. The lease payments for those leases are recognised as an expense in the cost of sales
or in administrative expenses on a straight-line basis over the lease term or on another systematic basis.
S A L E - A N D - L E A S E B A C K
For sale-and-leaseback transactions, TUI initially determines in accordance with IFRS 15 whether the transfer
of the asset has to be accounted for as a sale. If the transfer is accounted for as a sale, TUI recognises the
right-of-use asset associated with the sale-and-leaseback transaction, as seller and as lessee, at the proportion
of the previous carrying amount that relates to the right-of-use asset retained. The gain or loss from the sale
transaction is carried in profit or loss on a pro rata basis at the amount of the rights transferred to the buyer
and lessor. If the transfer is not accounted for as a sale, TUI continues to recognise the legally transferred
asset as before and carries a financial liability for the proceeds received.
T U I A S L E S S O R
As a lessor, TUI classifies each lease as an operating lease or a finance lease. If TUI as a lessor has substantially
all the risks and rewards incidental to ownership of the underlying asset, the lease is classified as an operating
lease. If the lease transfers substantially all the risks and rewards incidental to ownership of the underlying
asset to the lessee, the lease is classified as a finance lease.
For subleases, the lease classification has been made by reference to the right-of-use asset arising from
the head lease in accordance with IFRS 16 since 1 October 2019. Until 30 September 2019 a sublease was
classified by reference to the asset underlying the lease in accordance with IAS 17.
The lease payments from operating leases are recognised in revenue on a straight-line basis over the
lease term. Any initial direct costs incurred in obtaining the lease are added to the carrying amount of the
underlying leased item and depreciated over the lease term on a straight-line basis.
For finance leases, TUI recognises a lease receivable at an amount equal to the net investment in the lease
and derecognises the underlying leased asset or the right-of-use asset from the head lease. The lease
payments made by the lessees are broken down into an interest portion and a redemption portion using the
effective interest rate method so as to produce a constant periodic rate of interest on the balance of the net
investment. The redemption portions received are deducted from the lease receivable. The interest portion
of the payments received is carried in the interest result.
F I N A N C I A L I N S T R U M E N T S
Financial instruments are contractual rights or obligations that will lead to an inflow or outflow of financial
assets or the issue of equity rights. They also comprise derivative rights or obligations derived in particular
from primary assets.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
16 3
P R I M A R Y F I N A N C I A L A S S E T S A N D F I N A N C I A L L I A B I L I T I E S
The classification and measurement of financial assets are determined on the basis of the business model
used to manage financial assets and the related contractual cash flows. At initial recognition of financial
assets, the classification comprises the categories ‘Financial assets at amortised cost (AC)’, ‘Financial
assets at fair value through other comprehensive income (FVTOCI)’ and ‘Financial assets at fair value
through profit and loss (FVPL)’.
The cumulative gain or loss from the measurement of the equity instruments recognised in other com-
prehensive income will continue to be recognised in equity even after it has been derecognised and has
to be reclassified to revenue reserves.
All other financial assets not recognised at amortised cost or at fair value through OCI must be measured
at fair value through profit or loss.
Primary financial assets are recognised at the value as at the trading date on which TUI Group under-takes
to buy the asset. When recognised for the first time, they are either classified as at amortised costs or at fair
value, depending on their objective. Primary financial assets are classified as financial assets at amortised
cost when the objective of the entity’s business model is to hold the financial assets to collect contractual
cash flows, and when the contractual terms and conditions of the assets exclusively constitute interest and
principal payments on the nominal amount outstanding.
Primary financial liabilities are recognised in the consolidated statement of financial position if an obligation
exists to transfer cash and cash equivalents or other financial assets to another party. Initial recognition
of a primary liability is effected at its fair value. For loans taken out, the nominal amount is reduced by
discounts retained and transaction costs paid. The subsequent measurement of primary financial liabilities is
effected at amortised cost using the effective interest method. TUI does not use the fair value option.
For the financial assets held at amortised cost, a loss allowance for expected credit losses is recognised in
accordance with IFRS 9. Loss allowances for financial assets are based on either full lifetime expected credit
losses or 12-month expected credit losses. A loss allowance for lifetime expected credit losses is required for
a financial instrument if the credit risk of that financial asset has increased significantly since initial recognition.
For all other financial instruments, expected credit losses are measured at an amount equal to the 12-month
expected credit losses.
IFRS 9 allows entities to apply a simplified approach inter alia for trade receivables. Lifetime expected
credit losses on all these assets can already be recognised at initial recognition. TUI applies the simplified
approach for all trade receivables.
Impairments and reversals of impairments are recognised under ’impairment / reversals of impairment of
financial assets’ in the income statement.
The equity instruments held in the balance sheet item ‘Other financial assets’ were irrevocably designated as
‘Financial assets at fair value through OCI’ as they are held for medium- to long-term strategic objectives. These
instruments are stakes in associated non-consolidated subsidiaries, equity investments and other investments.
Recognising all short-term fluctuations in the fair value in the income statement would not be in line with the
Group’s strategy. They are allocated to non-current assets unless the entity intends to sell them within twelve
months after the balance sheet date. Dividends from these equity instruments are recognised in the income
statement unless the dividends are clearly a partial repayment of the cost to purchase the equity instrument.
All foreign exchange differences resulting from the translation of trade accounts payable are reported as a
correction of the cost of sales. Foreign exchange differences from the translation of liabilities not resulting
from normal operating processes are reported under Other income / other expenses, Financial expenses /
income or Administrative expenses, depending on the nature of the underlying receivables or payables.
Assets are derecognised as at the date on which the rights for payments from the assets expire or are trans-
ferred and therefore as at the date on which essentially all risks and rewards of ownership are transferred.
The rights to an asset expire when the rights to receive the cash flows from the asset have expired. For
transfers of financial assets, it is assessed whether they have to be derecognised in accordance with derecog-
nition requirements of IFRS 9.
The bond with warrants and the convertible bond on shares in TUI AG have to be accounted for as compound
financial instruments. Compound financial instruments are divided into an equity and a debt component
in accordance with IAS 32. The debt component shown under financial liabilities is valued less the pro
rata transaction costs and added to the repayment amount using the effective interest method. The equity
component is valued at the residual value that results after deducting the amount determined for the debt
component from the fair value of the entire instrument. The pro rata transaction costs of the equity
component are deducted from this component. No gain or loss will result from the exercise or expiry of the
relevant conversion option.
D E R I V AT I V E F I N A N C I A L I N S T R U M E N T S A N D H E D G I N G
At initial measurement, derivative financial instruments are measured at the fair value attributable to them
on the date the contract is entered into. Subsequent remeasurement is also recognised at the fair value
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
16 4
applicable at the respective balance sheet date. Where derivative financial instruments are not part of a
hedge in connection with hedge accounting, they are classified as ‘at fair value through profit and loss’. The
method used to recognise gains and losses depends on whether the derivative financial instrument has been
fully or possibly only partly designated as a hedging instrument, and on the nature of the hedged item.
Changes in the fair value of a derivative financial instrument not designated as a hedging instrument or the
component of a derivative financial instrument not designated as a hedging instrument are immediately
recognised through profit and loss. If, by contrast, an effective hedging relationship exists, the transaction is
recognised as a hedge.
TUI Group uses the accounting policy choice provided by IFRS 9, enabling entities to continue applying the
hedge accounting requirements of IAS 39. Hedge accounting is exclusively used to hedge the exposure to
variability in cash flows from future transactions highly likely to occur (cash flow hedges). Hedges of balance
sheet items (fair value hedges), i. e. hedges of the fair value of an asset or a liability, are currently not included
in hedge accounting.
Upon entering into a transaction, TUI Group documents the hedge relationship between the hedge and
the underlying transaction, the risk management goal and the underlying strategy. In addition, a record
is kept of the assessment, both at the beginning of the hedge relationship and on a continual basis, as to
whether the derivatives used for the hedge are highly effective in compensating for the changes in the
fair values or cash flows of the underlying transactions.
The effective portion of changes in the fair value of derivatives forming cash flow hedges is recognised in
equity. Any ineffective portion of such changes in the fair value, by contrast, is recognised immediately in the
income statement through profit and loss. Amounts taken to equity are reclassified to the income statement
and carried as income or expenses in the period in which the hedged item has an effect on results.
If a hedge expires, is sold or no longer meets the criteria of IAS 39 for hedge accounting, the cumulative gain
or loss remains in equity and is only recognised in the income statement through profit and loss when the
originally hedged future forecasted transaction occurs. If the future transaction is no longer expected to
take place, the cumulative gains or losses recognised directly in equity are immediately recognised through
profit and loss.
More detailed information on the Group’s risk management activities is provided in Note 41 and as well as in
the ‘Risk report’ section of the Management Report.
C O N T R A C T U A L A S S E T S A N D T R A D E R E C E I V A B L E S
If TUI has fulfilled their contractual obligations, contractual assets or trade receivables are carried. Trade
receivables are carried if the claim for the acquisition of the consideration is no longer subject to a condition.
As a rule, this is the case when the Group is contractually entitled to issue an invoice to the customer that
has not yet been paid in advance through a customer deposit. Due to the tourism business model under
which customers pay for their travel services in advance, TUI generally does not have any contractual assets.
C O N T R A C T U A L C O S T S
The direct costs immediately resulting from obtaining a contract, e. g. sales commissions to travel agencies
for sales of travel services, are capitalised as contractual costs in the statement of financial position upon
payment of the commission. As a rule, the resulting expenses are recognised over the duration of the travel
service in line with the associated revenue.
I N V E N T O R I E S
The measurement method applied to similar inventory items is the weighted average cost formula.
C A S H A N D C A S H E Q U I V A L E N T S
Cash and cash equivalents comprise cash, call deposits, other current highly liquid financial assets with an
original term of a maximum of three months and current accounts. Overdrawn current accounts are shown
as liabilities to banks under current financial liabilities.
E Q U I T Y
Ordinary shares are classified as equity. Costs directly allocable to the issue of new shares or conversion
options are taken to equity on a net after-tax basis as a deduction from the issuance proceeds.
O W N S H A R E S
The group’s holdings in its own equity instruments are shown as deductions from shareholders‘ equity at
cost, including directly attributable transaction costs. No gain or loss is recognised in the income statement
on the purchase or sale of shares. Any difference between the proceeds from sale and the original cost are
taken to reserves.
P E N S I O N P R O V I S I O N S
The pension provision recognised for defined benefit plans corresponds to the net present value of the de-
fined benefit obligations (DBOs) as at the balance sheet date less the fair value of the plan assets. If the
value of the plan assets exceeds the value of the DBO, the excess amount is shown within other non-financial
assets. The DBOs are calculated annually by independent actuaries using the projected unit credit method.
For defined contribution plans, the Group pays contributions to public or private pension insurance plans
on the basis of a statutory or contractual obligation or on a voluntary basis. The Group does not have any
further payment obligations on top of the payment of the contributions. The contributions are recognised
under staff costs when they fall due.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
16 5
O T H E R P R O V I S I O N S
Other provisions are formed when the Group has a current legal or constructive obligation as a result of a
past event, where in addition it is probable that assets will be impacted by the settlement of the obligation
and the level of the provision can be reliably determined.
Where a large number of similar obligations exist, the probability of a charge over assets is determined on
the basis of this group of obligations. A provision is also recognised if the probability of a charge over assets
is low in relation to an individual obligation contained in this group.
D E F E R R E D TA X E S A N D I N C O M E TA X E S
Expected tax savings from the use of tax losses carried forward assessed as recoverable in the future are
recognised as deferred tax assets. Regardless of the unlimited ability to carry German tax losses forward
which continues to exist, the annual utilisation is limited by the minimum taxation. Foreign tax losses carried
forward frequently have to be used within a given country-specific time limit and are subject to restrictions
concerning the use of these losses carried forward for profits on ordinary activities, which are taken into
account accordingly in the measurement.
Provisions are measured at the present value of the expected expenses, taking account of a pre-tax interest
rate, reflecting current market assessments of the time value of money and the risks specific to the liability.
Risks already taken into account in estimating future cash flows do not affect the discount rate. Increases in
provisions due to accretion of interest are recognised as interest expenses through profit or loss.
Income tax is directly charged or credited to equity if the tax relates to items directly credited or charged
to equity in the same period or some other period.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be
available against which the temporary difference or an unused tax loss can be utilised.
G O V E R N M E N T G R A N T S
Government grants are recorded if there is reasonable assurance that TUI will comply with all attached
conditions for receiving the grant and the grant will be awarded. Investment grants received are deducted
from the carrying amounts of assets in property, plant or equipment where these grants are directly allocable
to individual assets. If a direct allocation of grants to individual items of property, plant or equipment is
not possible, or if the grants are from other government programmes, the grants and subsidies received are
recognised as deferred income and shown within Other liabilities. Grants related to income are deducted
from related expenses in the period in which the corresponding expenses are incurred. Government grants
include, for example, income subsidies or social security contributions for short-time allowances. If short-time
allowance is a personal benefit for the employee, the respective payments are not recognised as income in
the statement of profit or loss.
T O U R I S T I C A D V A N C E PAY M E N T S R E C E I V E D ( C O N T R A C T L I A B I L I T I E S )
A contract liability is an obligation of the Group to deliver goods or services for a customer for which the cus-
tomer has already delivered a performance, e. g. in the form of payment of a deposit. In the tourism business
model, customers pay deposits on most travel services prior to departure. The deposits received therefore
constitute contract liabilities within the meaning of IFRS 15.
Deferred taxes are measured at the tax rates and tax provisions applicable at the balance sheet date or
adopted by law and expected to be applicable at the date of recognition of the deferred tax asset or the
payment of the deferred tax liability.
Deferred and current income tax liabilities are offset against the corresponding tax assets if they exist in
the same fiscal territory and have the same nature and maturity.
S H A R E - B A S E D PAY M E N T S
Share-based payment schemes in the Group comprise both cash-settled and equity-settled schemes.
For cash-settled transactions, the resulting liability for the Group is charged to expenses at its fair value
as at the date of the performance of the service by the beneficiary. Until settlement of the liability, the fair
value of the liability is re-measured at every closing date and all changes in the fair value are recognised
through profit and loss.
For equity-settled transactions the fair value of the awards granted is recognised under staff costs with
a corresponding direct increase in equity. The fair value is determined at the point when the awards are
granted and spread over the vesting period during which the employees become entitled to the awards. The
method for the calculation of the granted awards is described in Note 40 ‘Share-based payments in ac-
cordance with IFRS 2’.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
16 6
S U M M A R Y O F S E L E C T E D A C C O U N T I N G A N D M E A S U R E M E N T M E T H O D S
The table below lists the key accounting and measurement methods used by the TUI Group.
Key judgements, assumptions and estimates
Summary of selected measurement bases
Item in the statement of financial position
Measurement base
Assets
Goodwill
Other intangible assets with definite useful lives
Property, plant & equipment
Right-of-use assets
Investments in Joint ventures and Associates
Financial assets
Equity Instruments
Trade and other receivables
Derivative financial instruments
Cash and cash equivalents
Inventories
Touristic prepayments
Assets held for sale
Liabilities and Provisions
Financial liabilities
Provision for pensions
Other provisions
Lease liabilities
Touristic advance payments received
Other financial liabilities
Non-derivative financial liabilities
Derivative financial liabilities
Payables, trade and other liabilities
At cost (subsequent measurement: impairment test)
At amortised cost
At amortised cost
At amortised cost
At the Group’s share of the net assets of the joint ventures
and associates
At fair value through other comprehensive income
(without subsequent reclassification to profit or loss)
At amortised cost or at fair value through profit or loss (depending
on the underlying business model and the contractual cashflows)
At fair value through profit or loss
At amortised cost
Lower of cost and net realisable value
At cost (or lower recoverable amount)
Lower of cost and fair value less cost of disposal
At amortised cost
Projected unit credit method
Present value of the settlement amount
At amortised cost
At amortised cost
At amortised cost
At fair value through profit or loss
At amortised cost
The presentation of the assets, liabilities and provisions as well as contingent assets and liabilities shown in the
consolidated financial statements is based on judgements, estimates and assumptions. Any uncertainties are
appropriately taken into account in determining the values.
All estimates and assumptions are based on the conditions and assessments as at the balance sheet date. In
evaluating the future development of business, reasonable assumptions are made regarding the expected future
economic environment in the business areas and regions in which the Group operates.
Despite careful preparation of the estimates, actual results may differ from the estimate. In such cases,
the assumptions and the carrying amounts of the assets and liabilities concerned, if necessary, are adjusted
accordingly. As a matter of principle, changes in estimates are taken into account in the financial year in which
the changes have occurred and in future periods.
J U D G E M E N T S
The judgements made by management in applying accounting policies that may have a significant impact
on TUI Group’s assets and liabilities mainly relate to the following topics:
• Assessment when the Group has de facto control over an investee and therefore consolidates this investment
• Definition of whether a Group company acts as an agent or as a principal in a transaction
• Determination whether an agreement is to be classified as a lease or contains a lease
• Determination of the term of the lease as a lessee in the event of agreements with extension or termination
options
D E T E R M I N AT I O N O F T H E T E R M O F T H E L E A S E A S A L E S S E E
TUI determines the term of the lease based on the non-cancellable period for which the lessee has the right to
use the asset, together with any periods covered by extension options, if exercise of that option by TUI
is reasonably certain, as well as periods covered by termination options if TUI is reasonably certain that it will
not exercise that option. Many of TUI’s individually negotiated aircraft and real estate leases contain extension
or termination options.
TUI applies judgement in evaluating whether it is reasonably certain that an option to renew will be exercised
or that an option to terminate the lease will not be exercised. In this context, TUI considers all relevant facts
and circumstances that create an economic incentive for TUI to exercise, or not to exercise, the extension or
termination option, respectively. From the commencement date, TUI remeasures the lease term if there is
either a significant event or a significant change in the circumstances within our control that alters any of our
assessments about what is reasonably certain. The lease term, for instance, is adjusted if an extension
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
16 7
option is exercised or if a termination option is not exercised and if this had been considered differently in
the original assessment.
For aircraft leases, we determine the end of the lease term on the basis of the contractually agreed return
date. For medium- to long-term property agreements, e. g. office buildings, hotels or travel agency leases,
options to renew the lease are included in the lease term to the extent to which TUI presumes that the future
exercise of the option is reasonably certain in the individual case.
for impairment as at 30 September 2021. Higher risks for impairments were identified for the assets of
the cash-generating units Robinson, TUI Blue and Northern Hotels of the segment Hotels & Resorts.
Accordingly the assets of these cash-generating units, namely hotels and right of use assets for hotels,
were tested for impairment. Furthermore tests were carried out in the case of additional indications for
an impairment such as closing, disposals and restructurings. Finally all assets which have been impaired
before were tested for further impairments or reversal of impairments.
For information on potential future lease payments relating to periods after the exercise date for extension
or termination options, please refer to Note 15.
The impairment tests are performed on the basis of future discounted cash inflows derived from medium-term
corporate planning. Both the derivation of future cash inflows and the determination of the interest rate are
subject to a high degree of assumptions and estimates and are associated with uncertainties.
A S S U M P T I O N S A N D E S T I M AT E S
Assumptions and estimates that may have a material impact on the amounts reported as assets and liabilities
in the TUI Group are mainly related to the following balance sheet-related facts and circumstances:
• Future development of the travel business after the COVID-19 pandemic and impact on valuation of assets
• Effect of climate-related risks on the measurement of assets
• Establishment of assumptions for impairment tests, in particular for goodwill and property, plant and
175 Notes to the Consolidated
equipment
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
• Determination of the fair values for acquisitions of companies and determination of the useful lives of
acquired intangible assets
• Determination of useful lives and residual carrying amounts of property, plant and equipment
• Determination of actuarial assumptions to measure pension obligations
• Recognition and measurement of other provisions
• Determination of the incremental borrowing rate used to measure lease liabilities
• Recoverability of future tax savings from tax losses carried forward and tax-deductible temporary
differences,
• Measurement of tax risks
• Recoverable amounts of touristic prepayments
• Determination that the package holiday represents a performance obligation due to the significant
Due to the development of effective vaccines and the progress in vaccination in our key source markets and
destinations, the affordable testing capacities and established hygiene measures the strict travel restrictions
were gradually lifted in our source markets in summer 2021. Only in the United Kingdom were the travel
restrictions lifted later and thus the demand recovered later. Overall the recovery fell short of the prior year
expectations, especially due to the more comprehensive travel restrictions as expected and their revocation
later than anticipated in summer 2021. Accordingly the revenues for the financial year 2021 were below
forecast and lower than the revenues of the financial year 2020. However, the resumption of the travel
activity in summer 2021 showed that strong demand for travel can be assumed once the pandemic ends.
Nonetheless it is expected that the first half of the financial year 2022, other than anticipated in the prior
year, will still be affected by uncertainties in relation to the development of the pandemic and the pandemic
related customer behaviour to book only shortly before the departure. For summer and the second half of
the financial year 2022 it is expected that it will be possible to travel to most of our destinations including
certain long haul destinations and that consequently the volume will nearly reach the level of the financial
year 2019. Already in the financial year 2020 initiatives have been started to reduce costs and digitalize our
business and to develop existing or new business segments. In the financial years 2023 and 2024 we expect
that these initiatives will become fully effective, more than anticipitaed in the prior year plan. Accordingly the
volume will exceed the level of the financial year 2019. The market consolidation that has already occurred
will foster this.
integration service
• Determination of period-related revenue recognition on a straight-line basis over the duration of the trip
• Determination of the ECL of financial instruments
Other key factors are the weighted average cost of capital after income taxes (WACC) on which discounting
is based, and the growth in perpetuity. Changes in these assumptions may have a significant impact on the
recoverable amount and the amount of any impairment loss.
F U T U R E D E V E L O P M E N T O F T H E T R A V E L B U S I N E S S A F T E R T H E C O V I D -19 PA N D E M I C A N D I M PA C T O N T H E
V A L U AT I O N O F A S S E T S
Due to the development of the COVID-19 pandemic uncertainties remain with regard to the recovery of the
travel business. Accordingly a risk assessment was carried out for the Group’s assets if there is evidence
In the following, we describe the most important assumptions used in medium-term corporate planning
and in determining the weighted average cost of capital for the segments mentioned. In order to estimate the
uncertainties underlying the assumptions, we have performed sensitivity analyses, which are presented
in the section entitled ’Goodwill’.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
16 8
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
16 9
In the planning of the Hotels & Resorts segment, the unchanged plan is for a a gradual recovery in volume
and earnings for the 2022 financial year. It is expected that the recovery of the occupancy of the hotels in
the Caribbean and in Europe will be faster than for the hotels in other destinations. However, a complete
recovery is expected for the 2023 financial year. In the medium term, a further increase in revenue is planned
partly through capacity expansion but more significantly through an increase in demand and a slight rise in
average prices. Please refer to the section ‘Goodwill’ for information on the calculation of the cost of capital.
Particularly in the valuation of individual hotels, additional country-related risk premiums are applied, which
ultimately also reflect climate-related risks.
to travel activity, rising future expenses due to regulatory measures or scarcer procurement goods, and declining
demand due to the adverse impact on the reputation of travel driven by the climate effect.
TUI addresses risks from natural disasters, e. g. hurricanes, by taking out insurance policies. With a well-trained
crisis management team, TUI is well positioned to secure the repatriation of tourists in an emergency situa-
tion. This gives TUI a lasting advantage over other travel providers not maintaining such a management team.
TUI addresses higher future expenses by investing in lower-emission aircraft and cruise ships. Through a
range of programmes, TUI seeks to minimise the negative impacts of travel activities operated by TUI.
In the Cruise segment, Marella Cruises it is still expected to suffer lower occupancy rates in the 2022 financial
year than in the 2019 financial year. However, all ships will be deployed from with summer 2022. In the financial
year 2023 the occupancy will then reach the levels of the financial year 2019. In summer 2023 a new ship
will increase the fleet. TUI Cruises expects a return to a normal level in financial year 2023. Please refer
to the section ‘Goodwill’ for information on the calculation of the cost of capital.
Overall, TUI therefore does not consider climate-related risks as a triggering event to test assets for impair-
ment. Should impairment tests be carried out for other reasons on the basis of discounted future cash flows,
the cash flows contain in particular the payments incurred in connection with the measures mentioned
above. The risks, e. g. those resulting from natural disasters, are implicitly included in the tests of individual
assets, in particular hotels, through a country risk premium. Should several assets be tested, e. g. for groups
of cash-generating units, it is assumed that these risks offset each other.
The development of TUI Musement depends partially on the development of customer numbers in the
Markets & Airlines sector. However, TUI Musement will generate further growth, in particular in financial
years 2023 and 2024, through the online distribution of its products to TUI and third party customers, so
that in financial year 2023 the revenue volume of financial year 2019 will be exceeded. For information on the
calculation of the cost of capital, please refer to the section ‘Goodwill’.
For Markets & Airlines it is expected that other than anticipated in the prior year the first half of the 2022
financial year will see a reduced volume due to the pandemic.In the second half of the 2022 financial year the
volumes will reach the levels of the financial year 2019. The reissue of the flight permit for Boeing 737 Max
aircraft will lead to cost savings and a reduction in CO2 emissions compared to the 2019 business year. It is
expected that the cost-cutting measures and restructuring measures already initiated and the increased use of
online sales and investments in digitalisation will become fully effective in the 2023 and 2024 financial
years. The market consolidation that has already occured will further support this. These planning as-
sumptions are subject to increased uncertainty.
The weighted average cost of capital after income taxes (WACC) on which the discounting is based was
derived from the analysis of external capital market information of comparable companies. The cost of
capital of Markets & Airlines was additionally increased by an additional risk premium of 3.4 %. This risk
premium is based on the analysis of internal and external market expectations and represents risks resulting
from the progress of the COVID-19 pandemic and uncertainties regarding the middle and long term market
development.
E F F E C T O F C L I M AT E - R E L AT E D R I S K S O N T H E M E A S U R E M E N T O F A S S E T S
Climate-related risks may have an impact on the recoverability of the Group’s assets in various ways. These risks
include the increasing occurrence of natural disasters and the resulting damage, e. g. to hotels, or the disruption
B U S I N E S S A C Q U I S I T I O N S A N D I N TA N G I B L E A S S E T S
In accounting for business combinations, the identifiable assets, liabilities and contingent liabilities acquired
have to be measured at their fair values. In this context, cash flow-based methods are regularly used, which
may lead to different results depending on the underlying assumptions. In particular, some judgement is
required in estimating the economic useful lives of intangible assets and determining the fair values of
contingent liabilities.
Detailed information on business acquisitions and useful lives of intangible assets is provided in the section
‘Acquisitions – divestments’ in the section on ‘Principles and methods of consolidation’ and in the section on
‘Goodwill and other intangible assets’ of the section ‘Accounting and measurement methods’.
P R O P E R T Y, P L A N T A N D E Q U I P M E N T
The measurement of wear-and-tear to property, plant and equipment items entails estimates. In addition mate-
rial assumptions are the determination of useful lives and residual carrying amounts of property, plant and
equipment. Climate-related risks are taken into account when assessing the useful life of hotel buildings. The
carrying amount of property, plant and equipment as at 30 September 2021 totals € 3,159.3 m (previous year
€ 3,462.5 m). In order to review the amounts carried, an evaluation is carried out on a regular basis to assess
whether there are any indications of a potential impairment. These indications relate to a number of areas and
factors, e. g. the market-related or technical environment but also physical condition. If any such indication ex-
ists, management must estimate the recoverable amount on the basis of expected cash flows and appropriate
interest rates.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
17 0
More detailed information on the useful lives and residual values of property, plant and equipment items is
provided in the section ‘Property, plant and equipment’ in the section ‘Accounting and measurement methods’.
P E N S I O N P R O V I S I O N S
As at 30 September 2021, the carrying amount of provisions for pensions and similar obligations totals
€ 935.1 m (previous year € 1,015.0 m). For those pension plans where the plan assets exceed the obligation,
other non-financial assets amounting to € 137.1 m are shown as at 30 September 2021 (previous year
€ 363.3 m).
In order to determine the obligations under defined benefit pension schemes, actuarial calculations are used
which rely on underlying assumptions concerning life expectancy and the discount rate.
At the balance sheet date, the fair value of the plan assets totals € 3,172.1 m (previous year € 3,373.7 m). As
assets classified as plan assets are never available for short-term sale, the fair values of these plan assets
may change significantly up to the realisation date.
Detailed information on actuarial assumptions is provided under Note 30.
O T H E R P R O V I S I O N S
As at 30 September 2021, other provisions amount to € 1,303.1 m (previous year € 1,302.4 m). When recognising
and measuring provisions, assumptions regarding the probability of occurrence, maturity and level of risk are
required.
rate therefore regularly involves estimates regarding the interest rate the Group would have to pay. In this
context, estimates are required, for instance, to determine the interest the Group companies would have to
pay if no observable interest rates are available, or if adjustments are required regarding the specific agreed
terms and conditions such as the transaction currency or contract term. TUI determines the incremental
borrowing rate using observable inputs (bond yields and CDS quotations) and makes specific adjustments
for individual companies (e. g. country risk premiums).
D E F E R R E D TA X A S S E T S
As at 30 September 2021, deferred tax assets totalling € 291.1 m (previous year € 299.6 m) were recognised.
Prior to offsetting against deferred tax liabilities, deferred tax assets total € 636.3 m, included an amount of
€ 147.3 m (previous year € 124.2 m) for recognised losses carried forward. The assessment of the recoverability
of deferred tax assets is based on the ability of the respective Group company to generate sufficient taxable
income. TUI therefore assesses at every balance sheet date whether the recoverability of expected future
tax savings is sufficiently probable in order to recognise deferred tax assets. The assessment is based on
various factors including internal forecasts regarding the future earnings situation of the Group company.
TUI uses a five-year planning horizon to derive the recoverability of tax loss carryforwards and deductible dif-
ferences. If the assessment of the recoverability of future deferred tax assets changes, impairment charges
may be recognised, if necessary, on the deferred tax assets.
More detailed information on deferred tax assets is available in the notes to the statement of financial
position in Note 20.
Determining whether a current obligation exists is usually based on review by internal or external experts. The
amount of provision is based on expected expenses, and is either calculated by assessing the specific case in the
light of empirical values, outcomes from comparable circumstances or ranges of possible claims, or else
estimated by experts. Due to the uncertainties associated with assessment, actual expenses may deviate from
estimates so that unexpected charges may result.
More detailed information on Other provisions is provided in the Notes to the statement of financial
position in Note 31.
I N C O M E TA X E S
The Group is liable to pay income taxes in various countries. Key estimates are required when determin-
ing income tax liabilities, including the probability, the timing and the size of any amounts that may become
payable. For certain transactions and calculations the final tax charge cannot be determined during the ordinary
course of business. After taking appropriate external advice, the Group makes provisions or discloses
contingencies for uncertain tax positions based on the probable or possible level of additional taxes that might
be incurred. The level of obligations for expected tax audits is based on an estimation of whether and to
what extent additional income taxes will be due. Judgements are corrected, if necessary, in the period in which
the final tax charge is determined.
L E A S E L I A B I L I T I E S
As at 30 September 2021, lease liabilities worth € 3,229.4 m (previous year € 3,399.9 m) were carried, reflecting
the present value of the future lease payments as at that date. The interest rate implicit in the lease can only
be easily determined in exceptional cases. In all other cases TUI therefore uses its own incremental borrowing
rate to measure the lease liability. The incremental borrowing rate is the interest rate TUI would have to pay
to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar
value to the right-of-use asset in a similar economic environment. Determining the incremental borrowing
R E C O V E R A B L E A M O U N T S O F T O U R I S T I C P R E PAY M E N T S
At 30 September 2021, the carrying amount of touristic prepayments totals € 616.2 m (previous year
€ 705.4 m). The assessment of the recoverable amounts of touristic prepayments made to hoteliers requires
judgement about the volume of future trading with hoteliers and the credit worthiness of those hoteliers. To
assess the recoverability of touristic prepayments, TUI considers the financial strength of those hoteliers,
the quality of the hotels as well as the demand for each hotel and the relevant destination during the past
and in forthcoming seasons.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
F I N A N C I A L I N S T R U M E N T S
When measuring ECL of financial instruments under IFRS 9 TUI uses, besides historical information, reason-
able and supportable forward looking information, which is based on assumptions for the future movement
of different economic drivers. The uncertainty remains that this future ECL will not be in line with actual
default rates due to market development notably with regard to the impact of the COVID-19 pandemic.
The measurement of the range of potential outcomes relating to the variable purchase price receivable from
the sale of Riu Hotels S. A. meets the definition of a key estimate. More detailed information on the variable
purchase price receivable is available in the Notes to the financial instruments in Note 41.
Segment Reporting
153 Notes
153 Principles and Methods
Notes on the segments
The identification of operating segments is based on the internal organisational and reporting structure
primarily built around the different products and services as well as a geographical structure within the TUI
Group. Allocation of individual organisational entities to operating segments is exclusively based on econom-
ic criteria, irrespective of the participation structure under company law. The segments are independently
managed by those in charge, who regularly receive separate financial information for each segment. They
regularly report to the Group Executive Committee, which consists of six Executive Board members and five
other executives. The legally binding decision regarding the use of resources is taken by the Executive Board.
TUI Group’s Executive Board has therefore been identified as the Chief Operating Decision Maker (CODM)
in accordance with IFRS 8.
The income statement items of the aircraft leasing companies holding the TUI Group’s aircraft and subletting
them within the Group have been fully allocated to the airlines using the respective aircraft (Northern
Region, Central Region and Western Region segments).
The Northern Region segment comprises the tour operators and airlines in the UK, Ireland and the Nordic
countries and the stake in the tour operation business of the Canadian company Sunwing as well as until its
disposal end of March 2021 the associate TUI Russia. This segment also includes the tour operator TUI Lakes
& Mountains, which plays a major role in securing the load factor for our UK aircraft fleet in winter.
The Central Region segment comprises the tour operators and airlines in Germany and tour operators in
Austria, Poland and Switzerland.
The Hotels & Resorts segment comprises all Group-owned hotels and hotel shareholdings of TUI Group.
The Western Region segment comprises the tour operators and airlines in Belgium and the Netherlands and
tour operators in France.
The Cruises segment consists of the joint venture TUI Cruises, its subsidiary Hapag-Lloyd Cruises as well
as the British cruise business Marella Cruises.
The TUI Musement segment comprises the companies providing services in the destinations.
Apart from the above segments, the recognised items also include All other segments. This comprises the
business operations for new markets and in particular the central corporate functions and interim holdings
of TUI Group and the Group’s real estate companies, as well as central tourism functions such as information
technology.
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
17 1
C O N T E N T S
Notes to the segment data
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
The selection of segment data presented is based on the regular internal reporting to the Executive Board.
From the 2020 financial year onwards, the internationally more common earnings measure ‘adjusted EBIT’ is
used for value-oriented corporate management. In the 2020 financial year, the adjusted EBIT was also
adjusted for the earnings effect of IFRS16 (‘adjusted EBIT [IAS17]’) as part of internal reporting to facilitate
comparability with the previous year. From the 2021 financial year onwards, adjusted EBIT is determined on
the basis of IFRS 16 and is the segment performance indicator within the meaning of IFRS 8, and the previous
year’s figures were adjusted accordingly.
We define the EBIT in underlying EBIT as earnings before interest, income taxes and result of the measure-
ment of the Group’s interest hedges. EBIT by definition includes goodwill impairments.
Underlying EBIT is adjusted for by income and expense items impacting or distorting the assessment of the
operating profitability of the segments and the Group due to their level and frequency. These separately
disclosed items include gains on disposal from investments, major gains and losses from the sale of assets
and major restructuring and integration expenses. In addition, adjustments are carried for all effects from
purchase price allocations, ancillary acquisition costs and conditional purchase price payments. Adjustments
made in the reconciliation to underlying EBIT also include goodwill impairments.
181 Notes to the
In the 2021 financial year, net income totaling € 95.9 m was adjusted as separately disclosed items.
Separately disclosed items of financial year 2021 include income of € 54 m from the reversal of provisions as
well as other obligations in connection with restructuring measures no longer required in the Central Region
due to the lower than expected reduction in fleet size at TUIfly and € 2 m in the Western Region. In addition,
restructuring expenses of € 149 m related to the segments TUI Musement (€ 12 m), Northern Region (€ 11 m),
Central Region (€ 21 m), Western Region (€ 55 m) and All other segments (€ 50 m). Furthermore, gains or
losses on disposal from the sale of our 49 % stake in the joint venture Riu Hotels S. A. to a company of the
Riu Group (€ 197 m), the closure of TUI Musement’s Mauritius business (€ – 2 m) and the sale of a stake in an
aircraft asset company in the Northern (€ – 2 m) and Western (€ – 1 m) Regions, the sale of two hotel compa-
nies in Hotels & Resorts (€ – 4 m) and in the Western Region (€ 2 m) were adjusted.
In the 2020 financial year, net income totaling € 119.1 m were adjusted as separately disclosed items.
Of the gains on disposal adjusted in the 2020 financial year, € 90 m resulted from the divestment of the
German specialist tour operators realized at the beginning of the financial year and € 476 m from the sale
of Hapag-Lloyd Kreuzfahrten to TUI Cruises.
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
17 2
The goodwill impairments of € 68 m adjusted in the prior year exclusively related to the Hotels & Resorts
segment.
In financial year 2020, in TUI Musement restructuring expenses of € 14 m were adjusted. A further € 46 m was
attributable to the closure of travel agencies and restructuring in the tour operator and airline sectors in the
Northern Region. In the Central Region, the adjusted expenses of € 191 m resulted from the planned capacity
reduction at TUIfly Deutschland, an expansion of the existing restructuring programme at TUI Deutschland
and the restructuring of the Group’s own over-the-counter distribution. The € 68 m adjusted expenses in the
Western Region related in particular to the restructuring in France and further projects in Belgium and the
Netherlands. A further € 7 m is attributable to one-off expenses in All other segments.
In addition, € 53 m were attributable to impairments on IT projects resulting from the Group’s accelerated
digital transformation that were hence classified as restructuring costs.
The adjusted expenses of € 33.2 m (previous year € 49.5 m) from purchase price allocations mainly include
scheduled amortization of intangible assets from acquisitions made in previous years.
In accordance with IFRS 8 TUI presents intercompany leases – in line with the internal steering logic – as if
they were IAS 17 Operating leases in segment reporting.
Apart from this indicator, internal and external revenue, depreciation and amortisation, impairments of
other intangible assets (excluding goodwill), property, plant and equipment, right-of-use assets and in-
vestments as well as the share of result of joint ventures and associates are likewise shown for each
segment, as these amounts are included when measuring underlying EBIT. As a rule, inter-segment business
transactions are based on the arm’s length principle, as applied in transactions with third parties. No single
external customer accounts for 10 % or more of revenue.
Assets and liabilities by segment are not included in the reporting to the Executive Board and are therefore not
shown in segment reporting.
Depreciation / amortisation and write-backs relate to non-current assets by region and do not include
goodwill impairments.
Non-current assets by region contain other intangible assets, property, plant and equipment, right-of-
use assets and specific other non-current assets that do not meet the definition of financial instruments.
C O N T E N T S
Segment indicators
Revenue by segment
€ million
Hotels & Resorts
Cruises
TUI Musement
Consolidation
Holiday Experiences
Northern Region
Central Region
Western Region
Consolidation
Markets & Airlines
All other segments
Consolidation
Total
2021
2020
External
Group
Total
External
adjusted
Group
adjusted
Total
adjusted
440.5
27.0
116.7
–
584.1
807.7
2,322.9
976.1
–
4,106.7
40.8
–
4,731.6
226.2
0.0
61.6
– 4.1
283.8
273.8
84.0
130.7
– 484.9
3.6
4.4
– 291.8
–
666.7
27.0
178.3
– 4.1
867.9
1,081.5
2,406.9
1,106.8
– 484.9
4,110.3
45.2
– 291.8
4,731.6
402.4
472.6
306.3
–
1,181.3
2,462.0
2,859.6
1,345.9
–
6,667.5
94.9
–
7,943.7
349.0
– 0.0
155.0
– 3.7
500.3
272.2
125.7
155.6
– 541.6
11.9
5.9
– 518.1
–
751.4
472.6
461.3
– 3.7
1,681.6
2,734.2
2,985.3
1,501.5
– 541.6
6,679.4
100.8
– 518.1
7,943.7
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
17 3
Underlying EBIT by segment
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
Total
Reconciliation to underlying EBIT of TUI Group
€ million
Earnings before income taxes
plus: Net interest expense (excluding expense / income from measurement
of interest hedges)
less / plus: Expense (income) from measurement of interest hedges
EBIT
Adjustments:
less / plus: Separately disclosed items
plus: Expense from purchase price allocation
Underlying EBIT
2021
– 152.7
– 277.5
– 105.3
– 535.4
– 965.8
– 328.6
– 176.6
– 1,470.9
– 69.1
– 2,075.5
2020
adjusted
– 395.2
– 322.3
– 114.0
– 831.5
– 960.9
– 612.5
– 433.7
– 2,007.1
– 158.4
– 2,997.0
2021
2020
– 2,461.7
– 3,203.3
439.1
9.8
– 2,012.8
– 95.9
33.2
– 2,075.5
281.7
– 5.9
– 2,927.4
– 119.1
49.5
– 2,997.0
Other segmental information
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
€ million
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
181 Notes to the
Total
Amortisation (+), depreciation (+),
impairment (+) and write-backs (–)
of other intangible assets, proper-
ty, plant and equipment, right-of-
use assets and investments
2021
2020
adjusted
217.8
63.4
32.9
314.1
363.6
133.4
158.9
655.9
42.4
1,012.4
337.3
240.0
42.1
619.4
405.0
184.9
246.3
836.2
48.8
1,504.4
Thereof impairment of
intangible assets and
property, plant, equipment and
right-of-use assets
Thereof amortisation / depreciation
of intangible assets and
property, plant, equipment and
right-of-use assets
Share of result of
joint ventures and associates
2021
56.6
–
0.2
56.7
37.6
6.4
18.4
62.4
36.4
155.5
2020
adjusted
135.8
150.4
5.2
291.4
61.8
17.7
57.5
137.0
27.0
455.5
2021
192.3
63.4
32.9
288.5
328.5
127.2
143.9
599.6
5.9
894.1
2020
adjusted
201.6
89.5
36.9
328.0
343.2
167.3
188.8
699.3
21.8
1,049.1
2021
2020
– 44.6
– 146.7
– 5.6
– 196.9
– 38.2
2.3
–
– 35.9
0.1
– 232.7
– 78.9
– 74.2
– 2.7
– 155.8
– 35.0
– 2.3
– 0.2
– 37.5
–
– 193.3
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
174
Key figures by region
External revenue
by customer locations
Non-current assets
€ million
2021
2020
2021
2020
Germany
United Kingdom
Spain
Other Europe
North and South America
Rest of the world
Total
1,741.5
768.5
87.4
1,926.3
144.6
63.3
4,731.6
2,504.4
2,282.8
75.8
2,817.2
140.1
123.4
7,943.7
307.4
3,656.2
589.9
533.9
553.0
1,197.4
6,837.8
434.5
3,933.3
738.7
597.2
510.3
1,258.9
7,472.9
Notes to the Consolidated Income Statement
The development of TUI Group’s revenue and earnings in the financial year 2021 was still materially impacted
by the suspension of most of our tour operation, aviation, hotel and cruise operations as a result of the
global travel restrictions in order to contain the spread of COVID-19. TUI Group’s results generally also
reflect the significant seasonal swing in tourism between the winter and summer travel months, however this
period the impact is less evident due to the COVID-19 pandemic.
(1) Revenue
Group revenue is mainly generated from tourism services. The other revenues present income from sub-lease.
In the financial year 2021, consolidated revenue decreased by 40.4 % year-on-year from € 7.9 bn to € 4.7 bn.
The decline was driven by the travel restrictions due to COVID-19.
External revenue allocated by destinations for the period from 1 Oct 2020 to 30 Sep 2021
Spain
(incl. Canary
Islands)
Other
European
destinations
Caribbean,
Mexico,
USA & Canada
North Africa &
Turkey
Rest of Africa,
Ind. Ocean,
Asia
Other
countries
2021
Revenues from
contracts with
customers
Other
2021
Total
186.4
0.3
21.4
208.1
235.9
602.7
282.7
1,121.3
1.7
1,331.1
65.4
26.3
53.9
145.6
468.0
1,161.9
503.4
2,133.3
11.0
2,289.9
108.6
0.3
23.3
132.2
82.6
79.9
106.1
268.6
1.3
402.1
52.1
–
9.0
61.1
10.0
337.8
78.6
426.4
0.8
488.3
27.4
–
7.1
34.5
8.6
139.7
4.5
152.8
22.0
209.3
0.6
0.1
1.9
2.6
1.5
0.5
0.4
2.4
4.0
9.0
440.5
27.0
116.6
584.1
806.6
2,322.5
975.7
4,104.8
40.8
4,729.7
–
–
–
–
1.0
0.3
0.5
1.8
–
1.8
440.5
27.0
116.7
584.1
807.7
2,322.9
976.1
4,106.7
40.8
4,731.6
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday experiences
Northern Region
Central Region
Western Region
Markets & Airlines
248 Responsibility Statement
All other segments
by Management
Total
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
17 5
C O R P O R AT E G O V E R N A N C E
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
Total
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
17 6
External revenue allocated by destinations for the period from 1 Oct 2019 to 30 Sep 2020
Spain
(incl. Canary
Islands)
Other
European
destinations
Caribbean,
Mexico,
USA & Canada
North Africa &
Turkey
Rest of Africa,
Ind. Ocean,
Asia
Other
countries
2020
Revenues from
contracts with
customers
Other
2020
Total
190.6
93.3
40.0
323.9
830.9
728.9
332.2
1,892.0
4.1
2,220.0
56.7
63.1
85.2
205.0
464.5
1,021.9
290.8
1,777.2
37.8
2,020.0
27.3
141.7
54.4
223.4
486.9
197.7
294.2
978.8
5.0
1,207.2
32.8
0.2
15.2
48.2
250.8
416.4
180.7
847.9
2.2
898.3
81.1
77.0
77.5
235.6
372.7
479.1
206.4
1,058.2
32.6
1,326.4
13.9
97.3
34.0
145.2
45.8
10.2
24.3
80.3
13.2
238.7
402.4
472.6
306.3
1,181.3
2,451.6
2,854.2
1,328.6
6,634.4
94.9
7,910.6
–
–
0.0
0.0
10.4
5.4
17.3
33.2
–
33.2
402.4
472.6
306.3
1,181.3
2,462.0
2,859.6
1,345.9
6,667.5
94.9
7,943.7
Future revenue from performance obligations not yet delivered as at 30 September 2021 totals € 2,192.4 m
(previous year € 1,993.7 m), including an amount of € 2,006.6 m (previous year € 1,854.8 m) to be recognised
within the next twelve months. The remaining revenue will mostly be recognised in the following twelve
months. TUI uses the practical expedient offered under IFRS 15.121(a) and only discloses long-term per-
formance obligations from contracts with a term of more than twelve months, i. e. at least twelve months lie
between the start of the contract (in principle the booking date) and the end of the contract (in principle the
end of the service).
The touristic advance payments received (contract liabilities) are presented in Note 34.
(2) Cost of sales and administrative expenses
The cost of sales in financial year 2021 and in the prior year include effects from the termination of hedging
relationships that were previously designated in hedge accounting relationships. For more details, please
refer to Note 41 ‘Financial instruments’.
Government grants
€ million
Cost of Sales
Administrative expenses
Total
2021
158.8
62.7
221.5
2020
95.1
47.1
142.2
Cost of sales relates to the expenses incurred in the provision of tourism services. In addition to the expenses
for personnel, depreciation, amortisation, rental and leasing, it includes all costs incurred by the Group in
connection with the procurement and delivery of airline services, hotel accommodation, cruises and distribution
costs.
Due to the suspension of business operations as a result of COVID-19, the cost of sales declined by 40.0 %
from € 9.9 bn to € 6.0 bn in financial year 2021.
In the prior year, income from the compensation agreed with Boeing to offset the effects of the 737 Max
flight ban, which represents pure damages, was recognised in cost of sales.
Since April 2020 government programmes and measures to secure jobs had been introduced by european
governments similar to the short-time work benefit scheme in Germany. The especially subsidiaries of the
segments northern, western and central region used these programmes following the introduction of travel
restrictions in the 2020 financial year and in winter and spring 2021. In the wake of the gradual lifting of
restrictions in summer 2021 in the framework of the COVID-19 pandemic, some of these measures have
already been terminated, while other will successively end. In addition, a number of Group companies have
applied for government grants, or received such grants, respectively, from the relevant national awarding
authorities, e. g. in the form of grants for fixed costs. The government grants reported under cost of sales
and administrative expenses include in particular grants for wages and salaries, social security contributions
as well as other contributions directly reimbursed to the relevant company. Due to the termination of these
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
17 7
programmes in part or in full and the resumption of business operations, government grants will decline
substantially in financial year 2022.
In addition TUI AG received government assistance in the form of financing measures to cover the liquidity
requirements due to the COVID-19 pandemic from the KfW and the WSF. For further details we refer to the
section ‘Going concern reporting according to the UK Corporate Governance Code’.
particular from a reduction in the average number of employees across the Group due to the COVID-19
crisis and initial reorganisation effects, among others, from the Global Realignment Programme. In addition,
considerable savings were generated, among other things, through the use of short-time work and other
government programmes as the Job Retention Scheme in Great Britain, to preserve jobs. Some of these
programmes have already been terminated or will successively end in the wake of the gradual lifting of
restrictions to contain the COVID-19 pandemic. In addition, the restructuring measures in the 2021 financial
year were lower than in the previous year.
Administrative expenses comprise all expenses incurred in connection with activities by the administrative
functions and break down as follows:
The average annual headcount (excluding trainees) evolved as follows:
Administrative expenses
€ million
Staff cost
Rental and leasing expenses
Depreciation, amortisation and impairment
Others
Total
2021
542.1
14.3
131.9
152.2
840.5
2020
649.0
23.6
126.7
218.1
1,017.3
The cost of sales and administrative expenses include the following expenses for personnel and depre-
ciation / amortisation:
Average annual headcount in the financial year (excl. trainees)
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
Total
Staff costs
€ million
Wages and salaries
Social security contributions
Pension costs
Total
2021
2020
Depreciation / amortisation / impairment
1,393.1
193.7
119.3
1,706.1
1,871.6
247.1
142.3
2,261.0
€ million
Depreciation and amortisation of other intangible assets, property, plant and
equipment and right-of-use assets
Impairment of other intangible assets, property, plant and equipment and
right-of-use assets
Total
2021
14,546
58
4,277
18,881
8,952
7,537
4,572
21,061
2,274
42,216
2020
15,471
271
5,558
21,300
11,172
9,021
5,819
26,012
2,293
49,605
2021
2020
894.1
1,049.1
155.5
1,049.6
455.4
1,504.5
Pension costs include service cost for defined benefit obligations and contributions to defined contribution
pension schemes.
In the period under review, the TUI Group’s personnel costs decreased from 2.3 bn to € 1.7 bn. The year-
on-year decline in wages and salaries and social security contributions in financial year 2021 resulted in
The decrease in depreciation and amortisation is attributable to revaluations and modifications of right-
of-use assets as well as impairments in the previous year and changed exchange rates.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
17 8
Impairment on other intangible assets, property, plant and equipment and right-of-use assets
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
Total
2021
56.5
–
0.2
56.7
37.6
6.4
18.4
62.4
36.4
155.5
2020
135.8
150.4
5.2
291.4
61.8
17.7
57.5
137.0
27.0
455.4
Of the impairments losses € 50.7 m (previous year € 280.0 m) relate to property, plant and equipment.
Additionally € 72.4 m (previous year € 97.4 m) correspond to right-of-use assets and € 32.4 m (previous
year € 78.0 m) to other intangible assets. Of the impairment losses € 111.3 m (previous year € 422.5 m)
are presented within cost of sales and € 44.2 m (previous year € 32.9 m) in administrative expenses.
For details of the impairments effected in financial year 2021, please refer to the respective sections in
the Notes on the consolidated statement of financial position.
(3) Other income and other expenses
Other income in financial year 2021 mainly results from the disposal of Group companies. For more informa-
tion, please refer to the section ‘Divestments’. In the prior year, too, this item primarily included gains from
the sale of subsidiaries.
In both the current and previous financial years, Other expenses comprise losses from the sale of TUI Group
companies and the disposal of aircraft assets.
(4) Financial income
Financial income
€ million
Bank interest income
Other interest and similar income
Income from the measurement of hedges
Interest income
Income from investments
Foreign exchange gains on financial instruments
Total
2021
0.8
10.8
1.1
12.7
–
14.6
27.3
2020
9.4
10.4
9.9
29.7
0.6
5.0
35.3
The decrease in financial income of € 8.0 m in financial year 2021 mainly results from lower interest income
and lower income from the valuation of hedging instruments. This decrease was partly compensated by
increased income from exchange rate changes on lease liabilities in accordance with IFRS 16.
(5) Financial expenses
Financial expenses
€ million
Bank interest payable on loans and overdrafts
Interest expenses on lease liabilities
Net interest expenses from defined benefit pension plans
Unwinding of discount on provisions
Other interest and similar expenses
Expenses relating to the measurement of hedges
Interest expenses
Expenses relating to the measurement of other financial instruments
Foreign exchange losses on financial instruments
Total
2021
14.8
153.3
0.9
– 0.7
282.5
10.9
461.7
–
2.4
464.1
2020
14.8
148.1
2.5
7.5
128.7
4.0
305.6
0.3
15.8
321.7
In the period under review financial expenses rose by € 142.4 m. This was mainly attributable to higher inter-
est expenses, in particular due to the utilisation of credit facilities to cover payments to be made and ex-
penses in connection with the early repayment of the TUI bond on 23 February 2021. This was offset by
lower expenses from exchange rate changes in lease liabilities in accordance with IFRS 16.
C O N T E N T S
(6) Share of result of joint ventures and associates
The share of result of joint ventures and associates of € – 232.7 m (previous year € – 193.3 m) comprises the
net loss for the year attributable to the associated companies and joint ventures.
Due to the pandemic, joint ventures and associates were tested for impairment as at 30 September 2021.
This resulted in an impairment loss of € 5.0 m in the Hotels & Resorts segment.
In the financial year deferred tax expenses include deferred tax income from the reassessment of tax loss
carryforwards in Germany of € 39.7 m (previous year tax expense € 43.8).
In financial year 2021, tax expense totalled € 19.2 m (previous year income € – 64.2 m) and are derived as
follows from an ‘expected’ income tax expense that would have arisen if the statutory income tax rate of
parent company TUI AG (aggregate income tax rate) had been applied to earnings before taxes.
For the development of the results of the material joint ventures and associates, please refer to Note 16
‘Investments in joint ventures and associates’.
Reconciliation of expected to actual income taxes
€ million
2021
2020
153 Notes
(7) Income taxes
As in the previous year, TUI Group’s German companies have to pay trade tax of 15.7 % and corporation tax
of 15.0 % plus a 5.5 % solidarity surcharge on corporation tax.
Foreign income taxes are calculated on the basis of the laws and provisions applicable in the individual
countries. The income tax rates applied to foreign companies vary from 0 % to 35.0 %.
Earnings before income taxes
Expected income tax (current year 31.5 %, previous year 31.5 %)
Effect from the difference of the actual tax rates to the expected tax rates
Changes in tax rates and tax law
Income not taxable
Expenses not deductible
Effects from loss carryforwards
Temporary differences for which no deferred taxes were recognised
Deferred and current income tax relating to other periods (net)
Other differences
Income taxes
– 2,461.7
– 775.4
196.0
75.1
– 82.9
177.1
483.2
– 25.5
– 34.5
6.1
19.2
– 3,203.4
– 1,009.1
259.0
40.0
– 204.6
226.4
590.5
35.3
– 2.3
0.6
– 64.2
2021
2020
– 6.5
3.4
22.3
19.2
6.0
15.5
– 85.7
– 64.2
(8) Group loss attributable to shareholders of TUI AG
In financial year 2021, the share in Group loss attributable to TUI AG shareholders decreased from
€ – 3,148.4 m in the prior year to € – 2,467.2 m.
In financial year 2021, the actual tax income in Germany included income attributable to prior periods. Due
to the required reassessment of tax risks, income tax liabilities of € 2.0 m (previous year € 0.0 m) were
reversed. In financial year 2021, the tax liabilities from actual taxes attributable to prior periods totalled
€ 18.2 m (previous year € 0.2 m).
(9) Group loss attributable to non-controlling interest
In the Hotels & Resorts segment, the Group loss attributable to non-controlling interest primarily relates
to the RIUSA II Group with € – 10.6 m (previous year € 14.2 m).
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
17 9
Breakdown of income taxes
€ million
Current tax expense
in Germany
abroad
Deferred tax expense
Total
C O N T E N T S
(10) Earnings per share
In accordance with IAS 33, basic earnings per share are calculated by dividing the Group result for the year
attributable to TUI AG shareholders by the weighted average number of registered shares outstanding
during the financial year. The average number of shares is derived from the total number of shares at the
beginning of the financial year (590,415,100 shares) and the share capital increase of 508,978,534 new shares
issued on a pro rata basis (363,954,513 new shares).
In April and July 2021, a convertible bond was issued for a total of € 589.6 m. At an initial conversion price of
€ 5.36 per share, the number of potential shares is 110 m.
With effect from 2 November 2021, 523.5 m new shares were issued in a rights offering. More detailed infor-
mation is provided in Note 47 ‘Significant events after balance sheet date’.
In total the potential shares amount to 1,112.2 m.
Earnings per share
2021
2020
(11) Taxes attributable to other comprehensive income
Group loss / profit for the year attributable to shareholders of TUI AG
Weighted average number of shares
Basic earnings per share
€ million
€
– 2,467.2
954,369,613
– 2.58
– 3,148.4
589,104,641
– 5.34
Diluted Earnings per share
Group loss / profit for the year attributable to shareholders of TUI AG
Weighted average number of shares
Weighted average number of shares (diluted)
Diluted earnings per share
€ million
€
– 2,467.2
954,369,613
954,369,613
– 2.58
– 3,148.4
589,104,641
589,104,641
– 5.34
2021
2020
As a rule, a dilution of earnings per share occurs when the average number of shares increases due to the
addition of the issue of potential shares from conversion options. In the event of a loss, this is not applicable.
The matters described below therefore have no dilutive effect as of the reporting date.
Tax effects relating to other comprehensive income
2021
2020
€ million
Gross
Tax effect
Net
Gross
Tax effect
Net
Foreign exchange differences
Cash flow hedges
Remeasurements of benefit
obligations and related fund
assets
Changes in the measurement
of companies measured at
equity outside profit or loss
Fair value gain / loss on invest-
ments in equity instruments
designated as at F V TOCI
Other comprehensive income
119.9
144.0
–
– 32.1
119.9
111.9
– 185.9
– 316.1
–
73.3
– 185.9
– 242.8
– 257.5
139.3
– 118.2
25.5
– 15.2
10.3
17.9
– 0.1
24.3
–
17.9
– 38.6
–
– 38.6
–
107.2
– 0.1
131.5
– 27.7
– 542.8
–
58.1
– 27.7
– 484.7
On 1 October 2020 TUI AG issued a warrant bond to the Economic Stabilisation Fund (ESF) of € 150 m. As
the conversion price per share was set at an amount of € 2.56, the potential shares amount to 58.7 m.
Corporate income taxes worth € – 1.3 m (previous year € – 1.9 m) were generated in the reporting period and
recognised directly in equity. As in the previous year, deferred income taxes recognised directly in equity
were not generated.
In January 2021 a conditional capital of € 420.0 m was resolved to grant ESF the right to exchange all or part
of ESF’s asset contribution in the form of a silent partnership interest of € 420 m at any time for up to 420 m
new registered shares representing a proportionate amount of the capital stock of € 1.00 per share.
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and Methods
underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
18 0
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
Notes to the Consolidated Statement of Financial Position
C O R P O R AT E G O V E R N A N C E
(12) Goodwill
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
Goodwill
€ million
The following table presents a breakdown of goodwill by cash generating unit (CGU) at carrying amounts.
Other exclusively consists of the two cash-generating units Robinson and Blue Diamond, which belong to the
Hotels & Resorts segment.
2021
2020
Goodwill per cash generating unit
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
1 8 1
Historical cost
Balance as at 1 Oct
Exchange differences
Additions
Disposals
Reclassification as assets held for sale
Balance as at 30 Sep
Impairment
Balance as at 1 Oct
Exchange differences
Impairments for the current year
Reclassification as assets held for sale
Balance as at 30 Sep
3,404.7
86.8
–
–
– 22.0
3,469.5
– 490.2
– 8.2
–
22.0
– 476.4
3,438.3
– 48.0
40.1
25.7
–
3,404.7
– 429.1
7.0
– 68.1
–
– 490.2
Carrying amounts as at 30 Sep
2,993.1
2,914.5
In the previous year, Goodwill increased by € 36.6 m due to acquisitions and by € 3.5 m due to the first time
consolidation of a formerly immaterial and thus not consolidated subsidiary. Disposals from the group of
consolidated companies resulted in a previous year’s reduction of goodwill of € 25.7 m. Furthermore,
impairments carried out in the previous year led to a decrease in Goodwill of € 68.1 m. Detailed information
on acquisitions and divestments is presented under ‘Acquisitions – Divestments’.
In accordance with the provisions of IAS 21, goodwill allocated to the individual segments and sectors was
recognised in the functional currency of the subsidiaries and subsequently translated when preparing the
consolidated financial statements. Similar to the treatment of other differences from the translation of
annual financial statements of foreign subsidiaries, differences due to exchange rate fluctuations between
the exchange rate at the date of acquisition of the subsidiary and the exchange rate at the balance sheet
date are taken directly to equity outside profit and loss and disclosed as a separate item. In financial year
2021, an increase in the carrying amount of goodwill of € 78.6 m (previous year decrease of € 41.0 m) result-
ed from foreign exchange differences.
€ million
Northern Region
Central Region
Western Region
Riu
Marella Cruises
TUI Musement
Other
Total
30 Sep 2021
30 Sep 2020
1,224.6
501.7
412.3
343.1
295.2
170.3
45.9
2,993.1
1,162.2
501.7
412.3
343.1
279.3
170.1
45.8
2,914.5
As at 30 September 2021, an impairment test of capitalised goodwill was performed at the level of cash
generating units based on an updated planning scenario. No further impairment requirements of capitalised
goodwill were identified.
For all CGUs, the recoverable amount, was determined on the basis of fair value less costs of disposal, being
the higher value compared to the value in use. The fair value was calculated by discounting the expected
cashflows. This was based on the medium-term plan for the respective entity as at 30 September 2021.
Budgeted revenues and EBIT margins are based on expectations with regard to the future business perfor-
mance, assuming gradual recovery in 2022 and a business normalisation by 2023. We refer to the section
‘Assumptions and estimates’.
The discount rates are calculated as the weighted average cost of capital, taking account of country-specific
risks of the CGU and based on external capital market information. The unchanged high weighted average
cost of capital reflects the current market situation and in particular the increase in beta factors and debt
capital since the beginning of and due to the COVID-19 pandemic.
The table below provides an overview of the parameters versus the previous financial year, underlying the
determination of the fair values per CGU. Given the impact of the COVID-19 pandemic and the expected
recovery in the upcoming planning periods with a normalisation of the booking situation in financial year
2023, the growth rate for revenues and the EBIT margin are comparable only to a limited extent. The table
lists the CGUs to which goodwill has been allocated:
Parameters for calculation of the recoverable amount at 30 September 2021
Parameters for calculation of the recoverable amount at 30 September 2020
Planning
period in
years
Growth
rate
revenues 2
in % p. a.
EBIT-
Margin 3
in % p. a.
Sust-
ainable
Growth 4
in %
Northern Region
Central Region
Western Region
Riu 1
Marella Cruises 1
TUI Musement
3.00
3.00
3.00
3.00
3.00
3.00
8.3
3.3
6.1
7.2
18.1
23.4
Other
3.00
2.2 to 4.9
4.4
3.4
3.4
30.1
14.2
4.8
14.9 to
18.8
0.5
0.5
0.5
1.0
1.0
1.0
1.0
WACC
in %
11.75
11.75
11.75
7.77
9.18
8.36
7.77 to
8.51
Level
Carrying
amount in
€ million
Reco-
verable
amount in
€ million
3
3
3
3
3
3
3
1,205.4
7.2
449.9
2,099.3
838.0
327.5
548.6 to
672.6
3,563.3
1,363.1
902.7
3,304.1
1,202.1
727.7
760.4 to
799.0
Northern Region
Central Region
Western Region
Riu 1
Marella Cruises 1
TUI Musement
Other
Planning
period in
years
Growth
rate
revenues 2
in % p. a.
EBIT-
Margin 2
in % p. a.
Sust-
ainable
Growth 3
in %
3.00
3.00
3.00
3.00
3.00
3.00
3.00
44.1
28.3
34.8
27.9
32.5
40.3
40.3 to
42.3
1.0
–
2.1
26.9
1.0
– 1.8
11.3 to
12.4
0.5
0.5
0.5
1.0
1.0
1.0
1.0
WACC
in %
11.75
11.75
11.75
7.74
9.74
8.39
7.74 to
8.80
Level
Carrying
amount in
€ million
Reco-
verable
amount in
€ million
3
3
3
3
3
3
3
1,973.2
167.7
321.5
2,010.3
573.6
352.5
568.9 to
666.5
2,516.8
808.7
872.6
2,778.4
696.4
453.9
662.8 to
778.1
1 Those are groups of CGUs.
2 Planned growth rate in revenues in % in relation financial year 2023 to financial year 2024
3 EBIT-Margin for financial year 2024
4 Growth rate of expected net cash inflows
1 Those are groups of CGUs.
2 Growth rate of expected net cash inflows
3 Average planned growth rate in detailed planning period
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
1 8 2
In view of the existing uncertainties regarding future business development, an extended analysis of
sensitivities for the main planning parameters was carried out. To reflect the uncertainties in the cost of
capital, potential risk discounts and risk premiums were considered in the Markets and Airlines sector.
The following table shows the effects of potential deviations in fair value in the financial year 2021:
Sensitivities presenting potential changes of the recoverable amount
Sensitivity analysis Markets & Airlines
Northern Region
Central Region
Western Region
Sensitivity analysis Cruises
Marella Cruises 1
Sensitivity analysis Hotels & Resorts and TUI Musement
Riu 1
TUI Musement
Other
1 Those are groups of CGUs.
2 Sustainable growth rate of expected net cash inflows
WACC
+ 225 BPS
€ million
– 429.6
– 208.1
– 122.2
WACC
+ 100 BPS
€ million
WACC
– 225 BPS
€ million
627.6
309.2
179.0
WACC
– 100 BPS
€ million
Sustainable
growth rate 2
+ 50 BPS
€ million
Sustainable
growth rate 2
– 50 BPS
€ million
Discounted
Cash Flow
+ 15 %
€ million
Discounted
Cash Flow
– 15 %
€ million
Normalisation of
business
2024
€ million
88.3
45.4
25.3
– 80.8
– 41.6
– 23.2
534.5
206.8
136.1
– 534.5
– 206.8
– 136.1
– 374.7
– 143.3
– 94.9
Sustainable
growth rate 2
+ 50 BPS
€ million
Sustainable
growth rate 2
– 50 BPS
€ million
Discounted
Cash Flow
+ 10 %
€ million
Discounted
Cash Flow
– 10 %
€ million
Normalisation of
business
2024
€ million
– 133.4
170.4
67.8
– 60.0
120.3
– 120.3
– 101.1
WACC
+ 100 BPS
€ million
WACC
– 100 BPS
€ million
Sustainable
growth rate 2
+ 50 BPS
€ million
Sustainable
growth rate 2
– 50 BPS
€ million
– 414.5
– 90.1
– 94.0 to – 95.4
557.3
118.3
124.7 to 126.4
224.1
47.5
50.2 to 50.9
– 193.3
– 41.5
– 43.8 to – 43.9
Discounted
Cash Flow
+ 10 %
€ million
330.4
73.4
76.0 to 79.9
Discounted
Cash Flow
– 10 %
€ million
Normalisation of
business
2024
€ million
– 330.4
– 73.4
– 76.0 to – 79.9
– 238.2
– 56.1
– 54.8 to – 62.7
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
1 8 3
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
18 4
The fair values determined in the sensitivity analysis would only have led to an additional impairment
requirement of € 6.2 m in the Hotels & Resorts segment if the WACC had increased by 100 basis points.
With the exception of the impairment requirement presented in the Hotels & Resorts segment, the sensitivity
analysis did not reveal any further indications of an additional need for impairment losses.
Based on the development of the COVID-19 pandemic, uncertainties persist in terms of recovery of the
tourism business. To take account of the existing uncertainties, a risk analysis was also performed for
assets of cash-generating units without goodwill. In the analysis an increased risk for potential impairments was
identified in the cash-generating units TUI Blue and Northern Hotels in the Hotels & Resorts segment.
Consequently, the individual cash generating units were subject to an event-driven impairment test (triggering
event) and a sensitivity analysis. For details on impairment losses recognised in the financial year under
review, please refer to the sections ‘Property, plant and equipment’ and ‘Right-of-use assets’.
The key parameters for the triggering event-driven impairment tests of the above mentioned cash-
generating units are the development of discounted future cash flows (discounted free cash flow) and
the discount rate (WACC). In the cash-generating units TUI Blue and Northern Hotels, a 10 % reduction
in the discounted free cash flow would have increased the impairment by € 42.3 m. An increase in the
WACC by 100 basis points would have increased impairments by € 36.2 m. In return, an increase in the
discounted free cash flow by 10 % or a decrease in the WACC by 100 basis points would have resulted in
a potential reversal of impairments of € 33.0 m and € 32.5 m, respectively.
(13) Other intangible assets
The development of the line items of Other intangible assets in financial year 2021 is shown in the following
table.
Other intangible assets
€ million
Historical cost
Balance as at 30 Sep 2019
First-time adoption of IFRS 16
Balance as at 1 Oct 2019 (restated)
Exchange differences
Additions due to changes in the group of consolidated companies
Additions
Disposals
Reclassification as assets held for sale
Transfer
Balance as at 30 Sep 2020
Exchange differences
Additions
Disposals
Reclassification as assets held for sale
Transfer
Balance as at 30 Sep 2021
Computer software
acquired
internally
generated
Brands,
licenses and
other rights
Transport
and leasing
contracts
Customer
base
Intangible assets in
the course of construction
and Payments on account
337.3
–
337.3
– 9.6
1.1
4.5
– 5.0
–
0.4
328.7
9.1
–
– 5.4
–
– 2.7
329.7
458.4
–
458.4
– 10.5
–
16.7
– 11.6
–
64.2
517.2
22.8
10.3
– 79.1
–
37.6
508.8
281.0
–
281.0
– 3.1
–
26.7
– 61.2
– 4.4
30.8
269.8
– 2.1
8.5
– 46.2
– 1.1
20.4
249.3
90.9
– 24.9
66.0
– 6.9
–
–
–
–
–
59.1
3.3
–
–
–
–
62.4
94.4
–
94.4
– 0.9
0.3
–
– 15.0
–
–
78.8
0.9
–
– 0.1
–
–
79.6
134.3
–
134.3
– 2.3
–
64.0
– 14.6
– 0.7
– 96.6
84.1
4.0
89.3
– 3.6
–
– 55.3
118.5
Total
1,396.3
– 24.9
1,371.4
– 33.3
1.4
111.9
– 107.4
– 5.1
– 1.2
1,337.7
38.0
108.1
– 134.4
– 1.1
–
1,348.3
Table continues on next page
Continued from previous page
Computer software
acquired
internally
generated
Brands,
licenses and
other rights
Transport
and leasing
contracts
Customer
base
Intangible assets in
the course of construction
and Payments on account
– 166.4
–
– 166.4
1.5
– 22.6
– 7.0
3.6
–
2.0
– 188.9
– 6.3
– 15.9
– 1.0
5.4
–
3.7
– 203.0
139.8
126.7
– 226.3
–
– 226.3
5.4
– 75.1
– 28.6
11.6
–
– 0.3
– 313.3
– 14.0
– 81.9
– 9.4
79.2
–
– 3.3
– 342.7
203.9
166.1
– 189.0
–
– 189.0
2.3
– 40.1
– 25.3
58.2
3.8
– 1.7
– 191.8
2.7
– 35.1
– 4.8
45.8
1.0
– 0.5
– 182.7
78.0
66.6
– 55.3
11.3
– 44.0
1.6
– 2.4
–
–
–
–
– 44.8
– 2.5
– 2.4
–
–
–
–
– 49.7
14.3
12.7
– 48.6
–
– 48.6
0.8
– 9.8
– 1.8
15.0
–
– 0.1
– 44.5
– 0.7
– 9.2
–
0.1
–
–
– 54.3
34.3
25.3
–
–
–
–
–
– 15.3
14.4
–
–
– 0.9
– 0.1
–
– 17.2
0.9
–
–
– 17.3
83.2
101.2
Total
– 685.6
11.3
– 674.3
11.6
– 150.0
– 78.0
102.8
3.8
– 0.1
– 784.2
– 20.9
– 144.5
– 32.4
131.4
1.0
– 0.1
– 849.7
553.5
498.6
Internally generated computer software consists of computer programs for tourism applications exclu-
sively used internally by the Group.
The intangible assets in the course of construction amounted to € 101.3 m as at 30 September 2021
(previous year € 82.9 m).
Transport contracts relate to landing rights at airports in the UK purchased and measured during the
acquisition of First Choice Holidays Plc in 2007.
Additions due to changes in the group of consolidated companies in the previous year mainly related to
the acquisition of Kybele Turizm Yatirim San. Ve Tic. A.Ş as well as acquisitions of travel agencies.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
Other intangible assets
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
€ million
Amortisation and impairment
Balance as at 30 Sep 2019
First-time adoption of IFRS 16
Balance as at 1 Oct 2019 (restated)
Exchange differences
Amortisation for the current year
Impairment for the current year
Disposals
Reclassification as assets held for sale
Transfer
Balance as at 30 Sep 2020
Exchange differences
Amortisation for the current year
Impairment for the current year
Disposals
Reclassification as assets held for sale
Transfer
Balance as at 30 Sep 2021
Carrying amounts as at 30 Sep 2020
Carrying amounts as at 30 Sep 2021
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
1 8 5
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
The impairments recognised for the financial year under review totalled € 32.3 m (previous year € 78.0 m). The
COVID-19 pandemic gave impetus to focus on accelerate the digital transformation of TUI. Accordingly, local
software systems which will be replaced by group wide software were impaired. This includes € 9.4 m (previous
year € 28.6 m) impairment of internally generated software and € 4.8 m (previous year € 25.3 m) of acquired
computer software. In addition, software projects presented as intangible assets in the course of construc-
tion have been impaired by € 17.1 m (previous year € 15.3 m). Likewise it was decided to discontinue the use of
smaller brands and licences with a total book value of € 1.0 m (previous year € 7.0 m). Accordingly these
assets were impaired.
(14) Property, plant and equipment
The table below presents the development of the individual items of property, plant and equipment in finan-
cial year 2021.
Property, plant and equipment
As in the previous year, the useful life of individual software systems has been revised based on the
acceleration of the digital transformation. Due to this revision the useful life of the affected software
systems were shortened which increased the amortization by € 8.1 m in the financial year under review.
For the financial year 2022 we expect an increase of amortization by € 8.1 m compared with the amount
that would have been charged before the change in useful life, whereas the increase of amortisation is
expected to be € 5.5 m for financial year 2023.
175 Notes to the Consolidated
Income Statement
€ million
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
Historical cost
Balance as at 30 Sep 2019
First-time adoption of IFRS 16
Balance as at 1 Oct 2019 (restated)
Exchange differences
Acquisitions through business combinations
Additions
Disposals
Transfer to assets held for sale
Transfer
Balance as at 30 Sep 2020
Exchange differences
Additions
Disposals
Transfer to assets held for sale
Transfer
Balance as at 30 Sep 2021
18 6
Hotels incl. land
Other buildings
and land
Aircraft
Cruise ships Other plant, operating and
office equipment
Assets under
construction
Payments on
account
Total
2,215.4
– 0.4
2,215.0
– 107.6
37.7
65.7
– 12.9
–
82.5
2,280.4
21.5
55.1
– 18.4
– 123.7
135.5
2,350.4
286.6
– 7.2
279.4
– 27.4
–
1.2
– 3.6
– 0.4
1.5
250.7
14.3
0.2
– 30.2
– 51.5
–
183.5
2,177.7
– 1,629.9
547.8
– 7.0
–
17.5
– 71.7
– 93.4
– 0.9
392.3
2.2
26.4
– 180.7
0.2
44.9
285.3
1,644.9
– 246.2
1,398.7
– 20.5
–
125.4
– 6.0
– 1,013.4
163.0
647.2
36.9
–
– 16.5
–
24.5
692.1
1,301.5
– 51.1
1,250.4
– 29.6
8.7
68.8
– 51.1
– 5.3
63.3
1,305.2
8.0
61.2
– 101.4
– 123.3
22.8
1,172.5
172.9
– 0.1
172.8
– 10.1
–
181.3
– 0.1
–
– 123.5
220.4
2.3
63.8
– 4.6
0.2
– 147.5
134.6
481.3
–
481.3
– 21.5
–
117.6
– 98.9
– 24.4
– 82.1
372.0
3.3
27.4
– 115.8
–
– 27.7
259.2
8,280.3
– 1,934.9
6,345.4
– 223.7
46.4
577.5
– 244.3
– 1,136.9
103.8
5,468.2
88.5
234.1
– 467.6
– 298.1
52.5
5,077.6
Table continues on next page
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
1 8 7
Property, plant and equipment
€ million
Depreciation and impairment
Balance as at 30 Sep 2019
First-time adoption of IFRS 16
Balance as at 1 Oct 2019 (restated)
Exchange differences
Depreciation for the current year
Impairment for the current year
Disposals
Transfer to assets held for sale
Transfer
Balance as at 30 Sep 2020
Exchange differences
Depreciation for the current year
Impairment for the current year
Reversals of impairment losses
Disposals
Transfer to assets held for sale
Transfer
Balance as at 30 Sep 2021
Carrying amounts as at 30 Sep 2020
Carrying amounts as at 30 Sep 2021
Hotels incl. land
Other buildings
and land
Aircraft
Cruise ships Other plant, operating and
office equipment
Assets under
construction
Payments on
account
Total
Continued from previous page
– 568.8
0.5
– 568.3
19.5
– 60.4
– 70.7
12.7
–
0.6
– 666.6
– 6.0
– 57.2
– 37.9
7.5
18.4
68.7
– 1.5
– 674.6
1,613.8
1,675.8
– 61.6
1.9
– 59.7
– 0.4
– 2.7
– 5.0
2.2
0.1
– 0.1
– 65.6
– 0.7
– 3.0
– 1.4
0.1
3.0
49.6
–
– 18.0
185.1
165.5
– 585.1
372.4
– 212.7
0.9
– 32.2
– 46.5
67.6
68.9
1.1
– 152.9
– 3.5
– 22.3
– 7.2
1.5
50.3
–
– 24.1
– 158.2
239.4
127.1
– 386.6
83.1
– 303.5
7.9
– 73.5
– 138.3
6.0
350.4
– 57.9
– 208.9
– 11.8
– 53.0
–
–
16.5
–
11.4
– 245.8
438.3
446.3
– 867.7
25.4
– 842.3
10.5
– 99.2
– 15.4
45.1
4.3
– 14.3
– 911.3
– 4.3
– 96.9
– 4.2
–
98.1
97.9
– 0.1
– 820.8
393.9
351.7
0.2
–
0.2
–
–
–
–
–
–
0.2
–
–
–
–
–
– 0.2
–
–
220.6
134.6
–
–
–
–
– 0.6
– 4.1
4.1
–
–
– 0.6
0.1
– 0.4
–
–
–
–
–
– 0.9
371.4
258.3
– 2,469.6
483.3
– 1,986.3
38.4
– 268.6
– 280.0
137.7
423.7
– 70.6
– 2,005.7
– 26.2
– 232.8
– 50.7
9.1
186.3
216.0
– 14.3
– 1,918.3
3,462.5
3,159.3
The acquisition of Karisma group resulted in additions of property, plant and equipment of € 44.0 m in
the financial year under review, including € 40.3 m for the acquisition of hotels incl. land.
The additions to aircraft assets primarily include € 12.3 m for engines and € 7.9 m for spare parts.
In the financial year under review, Riu Group invested € 86.1 m in the construction of two new hotels and
the renovation of hotels in Spain, Jamaica and Zanzibar. These investments include an amount of € 44.7 m
for operating and office equipment and € 35 m for assets under construction.
Further additions to assets under construction include € 11.7 m for investments in cruise ships and € 11.0 m
for investments in aircraft.
In the prior year, Hapag-Lloyd Kreuzfahrten GmbH invested an amount of € 117.1 m in the acquisition of the
cruise ship HANSEATIC inspiration.
The acquisitions through business combinations made in the prior year mainly related to the acquisition of
a hotel company, for which the purchase price allocation was finalised in the previous year. For details, please
refer to the section ‘Acquisitions of the prior financial year’.
In the financial year under review, pre-delivery payments of € 15.0 m (previous year € 52.1 m) were made for
the acquisition of aircraft and € 10.6 m (previous year € 38.9 m) for cruise ships.
The main disposals in the financial year under review include € 130.4 m for the sale of aircraft and aircraft
spare parts and € 101.0 m for the disposal of pre-delivery payments on aircraft. The sale of aircraft resulted
in additions to right-of-use assets due to sale-and-leaseback transactions. Moreover, a sale-and-leaseback
transaction relating to other buildings and land resulted in a disposal of € 26.7 m. In this context, please refer
to the section ‘Right-of-use assets and leases’.
The review of the carrying amounts of property, plant and equipment resulted in impairment losses of
€ 50.7 m in the financial year under review (previous year € 280.0 m). Impairments of € 37.9 m related to
hotels including land in the Hotels & Resorts segment and were attributable notably to impairments of
hotels in the destinations Turkey and Croatia.
In the prior year, one aircraft was written down to the agreed sale price (Level 2), and impaired by
€ 46.5 m.
The impairments made in the Cruises segment in the prior year were entirely related to Marella Cruises. The
impairment test was performed by discounting future cash inflows derived from the prior year business plan
with a discount rate of 9.74 %. Please refer to the section ‘Goodwill’ for details on how parameters are set. Each
cruise ship represents a separate cash-generating unit. The recoverable amount was derived from value in use.
The impairment test carried out in the prior year had resulted in impairments on four cruise ships totalling
€ 69.1 m (recoverable amount € 430.8 m). A further cruise ship was marked down by € 52.1 m to the planned
selling price less costs to sell of € 1.4 m in the prior year. In addition, a cruise ship was decommissioned in the
previous financial year due to the COVID-19 pandemic, generating an impairment loss of € 17.1 m. The advance
payments of € 4.1 m for planned conversions were written off in full.
For detailed information on impairment tests, please refer to Note 12 ‘Goodwill’.
In July 2021, TUI AG concluded an agreement to sell Nordotel to the Grupotel joint venture. Accordingly,
the associated assets were reclassified to the balance sheet item ‘Assets held for sale’ before the disposal
was completed in October 2021. Further reclassifications relate to the disposal of hotel assets in the
segment ‘Hotels & Resorts’, completed in financial year 2021. For the disposal, please refer to the section
‘Divestments’.
The transfer to property, plant and equipment by reclassifications relate amongst other to carrying
amounts of previously leased assets carried as right-of-use assets for which purchase options were ex-
ercised.
In the financial year 2021, borrowing costs of € 0.6 m (previous year € 2.5 m) were capitalised as part of
historical costs. The capitalisation rate of capitalised borrowing costs is 3.0 % p. a. for financial year 2021
and 3.0 % p. a. for the prior year. For information on the calculation of the capitalisation rate, please refer
to the Property, plant and equipment part in the section ‘Accounting and measurement methods’.
The carrying amount of property, plant and equipment subject to ownership restrictions or pledged as
security totals € 490.7 m as at the balance sheet date (previous year € 333.6 m). The increase is attributable
to a new collateralisation of financial liabilities for aircraft.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
18 8
C O N T E N T S
(15) Right-of-use assets and leases
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
As a lessee, TUI recognises right-of-use assets and lease liabilities according to IFRS 16. For more detailed
information on the use of practical expedients, please refer to the accounting and measurement methods in
the section ‘Leases’.
T U I A S A L E S S E E
As a lessee, TUI leases moveable assets such as aircraft, vehicles and cruise ships, as well as property such
as hotel buildings, land, office buildings and travel agencies. The terms and conditions of the lease agree-
ments are individually negotiated. Some of TUI’s aircraft leases comprise purchase or extension options.
Many of TUI’s property leases, in particular for travel agencies and office buildings, contain extension options
and price adjustment clauses. No residual value guarantees were provided for the leased items.
The development of the right-of-use assets in financial year 2021 is presented in the table below:
153 Notes
153 Principles and
€ million
Right-of-use assets
Historical cost
Balance as at 1 Oct 2019
Exchanges differences
Additions
Revaluations and modifications
Disposals
Reclassifications as assets held for sale
Transfer
Balance as at 30 Sep 2020
Exchanges differences
Additions
Revaluations and modifications
Disposals
Reclassifications as assets held for sale
Transfer
Balance as at 30 Sep 2021
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
1 8 9
Aircraft and
engines
Hotels
Travel
agencies
Buildings
Cruise
ships
Other
Total
2,834.7
– 157.8
294.8
60.6
– 2.0
– 36.5
5.1
2,998.9
39.9
343.0
44.2
– 72.6
–
– 30.0
3,323.4
751.6
– 3.6
49.0
– 178.8
– 6.3
–
0.1
612.0
5.1
20.6
– 71.0
– 33.6
– 24.7
– 10.9
497.5
206.2
– 0.7
17.6
7.3
– 0.7
–
– 0.5
229.2
4.6
10.8
3.3
– 14.8
–
–
233.1
212.3
– 2.3
11.6
– 24.7
– 11.7
–
– 1.1
184.1
1.7
27.6
– 23.6
– 7.1
– 0.4
2.0
184.3
247.0
– 5.2
78.6
– 20.3
–
–
– 88.4
211.7
12.0
0.3
8.7
– 0.1
–
0.3
232.9
74.0
– 0.6
14.5
– 0.3
– 0.8
–
– 20.7
66.1
0.2
21.5
0.5
– 2.9
– 0.6
– 0.2
84.6
4,325.8
– 170.2
466.1
– 156.2
– 21.5
– 36.5
– 105.5
4,302.0
63.5
423.8
– 37.9
– 131.1
– 25.7
– 38.8
4,555.8
Table continues on next page
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
19 0
Right-of-use assets
€ million
Depreciation and impairment
Balance as at 1 Oct 2019
Exchange differences
Depreciation for the current year
Impairment for the current year
Disposals
Reclassifications as assets held for sale
Transfer
Balance as at 30 Sep 2020
Exchange differences
Depreciation for the current year
Impairment for the current year
Reversals of impairments losses
Disposals
Reclassifications as assets held for sale
Transfer
Balance as at 30 Sep 2021
Carrying amounts as at 30 Sep 2020
Carrying amounts as at 30 Sep 2021
Aircraft and
engines
Hotels
Travel
agencies
Buildings
Cruise
ships
Other
Total
Continued from previous page
– 383.6
42.5
– 409.3
– 6.2
2.0
18.7
– 1.1
– 737.0
– 16.3
– 355.3
– 2.1
–
36.0
–
19.2
– 1,055.5
2,261.9
2,267.9
–
2.3
– 107.9
– 54.8
6.1
–
– 1.2
– 155.5
– 0.6
– 67.7
– 22.4
21.2
30.5
11.6
1.7
– 181.2
456.5
316.3
–
0.8
– 54.9
– 24.6
0.3
–
–
– 78.4
– 1.9
– 42.0
– 13.1
4.5
14.7
–
– 0.1
– 116.3
150.8
116.8
– 1.9
0.3
– 24.7
– 1.1
3.9
–
–
– 23.5
– 0.2
– 23.7
– 27.9
–
6.7
0.4
– 2.3
– 70.5
160.6
113.8
– 83.2
1.6
– 18.0
– 7.9
–
–
58.0
– 49.5
– 2.9
– 16.5
– 6.9
–
0.1
–
– 11.7
– 87.4
162.2
145.5
– 25.5
0.2
– 15.5
– 2.8
0.1
–
13.3
– 30.2
– 0.1
– 11.4
–
2.3
2.8
0.6
0.3
– 35.7
35.9
48.9
– 494.2
47.7
– 630.3
– 97.4
12.4
18.7
69.0
– 1,074.1
– 22.0
– 516.6
– 72.4
28.0
90.8
12.6
7.1
– 1,546.6
3,227.9
3,009.2
Right-of-use assets declined by € 218.7 m year-on-year. While depreciation amounted to € 516.6 m, additions
included notably an amount of € 343.0 m (previous year € 294.8 m) for aircraft and engines. In the financial
year under review a number of aircraft and aircraft engines were purchased and then sold and leased back.
A further sale-and-leaseback transaction resulted in an addition of right-of-use assets for an office building
in Hanover (€ 22.1 m), allocated to ‘All other segments’. A new lease for a hotel in Germany added right-of-
use assets of € 19.0 m for the TUI Blue brand in Hotels & Resorts. Other additions include € 10.8 m for trav-
el agencies in Markets & Airlines.
In addition, disposals decreased right-of-use assets by € 40.3 m. The disposals primarily include an amount
of € 36.6 m for the termination of aircraft leases. Changes and remeasurements of existing leases resulted in
a reduction in right-of-use assets of € 37.9 m. The decline is primarily driven by contractual changes relating
to committed hotel capacity due to the COVID-19 pandemic. An opposite effect was driven by extensions of
aircraft leases.
In July 2021, TUI AG concluded an agreement to sell Nordotel to the Grupotel joint venture. Accordingly,
the associated right-of-use assets were reclassified to the balance sheet item ‘Assets held for sale’ before
the disposal was completed in October 2021. For details on the disposal, please refer to Note 23 ‘Assets
held for sale’.
Information on the associated lease liabilities is provided in Note 32, ‘Financial liabilities and lease liabilities’.
Details regarding the maturities of the lease payments not yet made at the balance sheet date are shown
in the section ‘Liquidity risk’ in Note 41 ‘Financial instruments’.
The table below presents the expenses and income carried in the consolidated income statement of financial
position in financial year 2021 in connection with leases in which TUI is the lessee:
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
19 1
Expenses and income from leases with TUI as the lessee
€ million
Expenses from short-term leases
Expenses from low-value leases
Variable lease income and expenses
Depreciation of right-of-use assets
Impairment of right-of-use assets
Reversal of impairments
Interest expenses from lease liabilities
Gains or losses arising from sale and leaseback transactions
2021
– 17.0
– 4.3
22.6
– 516.6
– 72.4
28.0
– 153.3
7.8
2020
– 56.0
– 12.8
36.4
– 630.3
– 97.4
–
– 148.1
0.7
In the financial year under review, the impairment tests carried out in connection with the COVID-19 pan-
demic resulted in impairments of € 72.4 m (previous year € 97.4 m) for right-of-use assets. As use of a leased
office building in Hanover in ‘All other segments’ will be reduced in future, it was impaired by € 22.4 m. Further
impairments notably relate to right-of-use assets for hotels totalling € 22.4 m (previous year € 54.8 m), including
primarily € 13.2 m for hotels in Turkey and € 5.5 m for hotel capacity contracts in Northern Region.
Gains from sale and leaseback transactions of € 7.2 m are attributable to aircraft financing. In the 2021 financial
year, nine newly delivered Boeing B737 Max aircraft and two acquired engines were refinanced by means of
sale and leaseback. In addition, sale and leaseback was used for a follow-up financing of another aircraft as
well as the disposal and release of one aircraft and eight engines. Lease liabilities arising from these
transaction totalled € 334.6 m. In the period under review, TUI AG entered into a lease agreement expiring
on 30 September 2036 through the sale of a plot of land with buildings. The transaction resulted in a profit
of € 0.6 m. As at 30 September 2021, lease liabilities for this sale-and-leaseback transaction totalled € 24.8 m.
There were no significant sale and leaseback transactions in the previous financial year.
The cash outflows for leases totalled € 751.4 m (previous year € 816.5 m) in financial year 2021.
At the balance sheet date, unrecognised financial commitments for short-term leases amounted to € 3.7 m
(previous year € 6.6 m). In addition, potential future lease payments from extension and termination options
of € 259.5 m (previous year € 265.8 m) were not included in the measurement of the right-of-use assets and
lease liabilities as it was not reasonably certain that the lease contracts were going to be extended or not to
be terminated.
T U I A S L E S S O R
As a lessor, TUI leases or subleases aircraft and, less significantly, space in office buildings and travel
agencies. In financial year 2021, proceeds from operating leases worth € 2.0 m (previous year € 35.2 m)
were carried in revenue. This amount included € 0.3 m (previous year € 25.4 m) for the sublease of right-
of-use assets. In addition, income from finance leases of € 1.0 m (previous year € 2.1 m) was carried in the
interest result.
At the balance sheet date, there were receivables from two subleases classified as finance leases upon
transition to IFRS 16. The following table shows the reconciliation from the undiscounted lease payments
to the net investment:
Net investments – finance leases
€ million
Undiscounted lease payments (lease components)
Unguaranteed residual values
Gross investment
Unearned finance income
Impairment
Net investment
30 Sep 2021
30 Sep 2020
12.7
–
12.7
1.3
0.3
11.1
44.7
–
44.7
4.1
27.1
13.5
The table below comprises a maturity analysis of the undiscounted annual payments from leases in
which TUI is the lessor:
Expected minimum lease payments
€ million
Remaining term
1– 2 years 2– 3 years 3– 4 years 4– 5 years more than
5 years
up to 1
year
Operating lease contracts
Finance lease contracts
7.5
4.1
5.2
4.1
0.2
3.4
0.2
1.1
0.1
–
0.1
–
€ million
Remaining term
1– 2 years 2– 3 years 3– 4 years 4– 5 years more than
5 years
up to 1
year
Operating lease contracts
Finance lease contracts
22.7
13.8
23.2
9.7
21.3
9.7
16.2
9.0
2.6
2.5
0.1
–
30 Sep 2021
Total
13.3
12.7
30 Sep 2020
Total
86.1
44.7
C O N T E N T S
(16) Investments in joint ventures and associates
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
19 2
The table below presents all joint arrangements and associates of relevance to TUI Group. All joint arrangements
and associates are listed as TUI Group shareholdings in Note 53. All joint arrangements are joint ventures.
There are no joint operations within the meaning of IFRS 11.
Significant associates and joint ventures
Name and headquarter of company
Nature of business
Capital share in %
Voting rights share in %
30 Sep
2021
30 Sep
2020
30 Sep
2021
30 Sep
2020
Associates
Sunwing Travel Group Inc.,
Toronto, Canada
Togebi Holdings Limited,
Nicosia, Cyprus
Joint ventures
Riu Hotels S. A.,
Palma de Mallorca, Spain
TUI Cruises GmbH, Hamburg,
Germany
Tour operator & Hotel
operator
Tour operator
Hotel operator
49.0
–
–
Cruise ship operator
50.0
49.0
10.0
49.0
50.0
25.0
–
–
50.0
25.0
10.0
49.0
50.0
Togebi Holdings Limited (TUI Russia) was established in 2009 as a joint venture. The business purpose of
this associate is to develop the tour operation business, in particular in Russia and Ukraine. The company
owns tour operation subsidiaries and retail chains in these countries. At the beginning of October 2018 TUI
Group’s share in TUI Russia decreased from 25 % to 10 % due to a capital increase in which TUI Group did
not participate. Since then Togebi Holdings Limited is classified as an associate. TUI Group sold its stake in
Togebi Holdings Limited at the end of March 2021.
S I G N I F I C A N T J O I N T V E N T U R E S
Riu Hotels S. A. is a hotel company owning and operating hotels in the 4- to 5-star segments. The hotels
of the company established in 1976 are mainly located in Spain and Central America. TUI Group sold its
stake in Riu Hotels S. A. at the end of July 2021.
TUI Cruises GmbH is a joint venture with the US shipping line Royal Caribbean Cruises Ltd established in
2008. The Hamburg-based company offers German-speaking cruises for the premium market. TUI Cruises
GmbH currently operates eleven cruise ships.
F I N A N C I A L I N F O R M AT I O N O N A S S O C I AT E S A N D J O I N T V E N T U R E S
The tables below present summarised financial information for the significant associates and joint ventures
of the TUI Group. The amounts shown reflect the full amounts presented in the consolidated financial
statements of the relevant associates and joint ventures (100 %); they do not represent TUI Group’s share
of those amounts.
Summarised financial information of material associates
All companies presented above are measured at equity.
The financial year of Sunwing Travel Group Inc., Toronto / Canada (Sunwing), corresponds to TUI Group’s
financial year. The financial years of the joint ventures listed above and of Togebi Holdings Limited, Nicosia,
Cyprus deviate from TUI Group’s financial year, ending on 31 December of any one year. In order to update
the at equity measurement as at TUI Group’s balance sheet date, interim financial statements for the period
ending 30 September are prepared for these companies.
S I G N I F I C A N T A S S O C I AT E S
In 2009, TUI Group entered into a partnership with Sunwing. Sunwing is a vertically integrated travel company
comprising tour operation, an airline and retail shops. Since the transfer of the hotel operation and develop-
ment company Blue Diamond Hotels & Resorts Inc., St Michael / Barbados, to Sunwing in September 2016,
Sunwing has also included the hotel operation business with a chain of luxury beach resorts and hotels in the
Caribbean and Mexico. Sunwing’s hotel operation business is carried in the Hotels & Resorts segment, while
the tour operation business is carried in the Northern Region segment. The company has different classes
of shares. TUI Group holds 25 % of the voting shares.
€ million
Non-current assets
Current assets
Non-current provisions and liabilities
Current provisions and liabilities
Revenue
Profit / loss
Other comprehensive income
Total comprehensive income
Sunwing Travel
Group Inc., Toronto, Canada
Togebi Holdings Limited,
Nicosia, Cyprus
30 Sep
2021 /
2021
1,559.4
623.4
1,015.3
1,019.5
506.7
– 144.9
– 1.0
– 145.9
30 Sep
2020 /
2020
1,525.6
601.0
811.7
1,021.0
1,349.9
– 143.9
– 28.0
– 171.9
30 Sep
2021 /
2021*
30 Sep
2020 /
2020
n. a.
n. a.
n. a.
n. a.
167.9
6.1
2.1
8.2
15.7
225.2
65.2
313.7
456.6
– 97.4
16.6
– 80.8
* Financial year 2021 only takes into account the values for the period until the disposal of the company.
Summarised financial information of material joint ventures
Share of financial information of material and other associates
Riu Hotels S. A.,
Palma de Mallorca, Spain
TUI Cruises GmbH,
Hamburg, Germany
Sunwing Travel Group
Inc., Toronto, Canada
Togebi Holdings
Limited, Nicosia, Cyprus
Other immaterial
associates
Associates Total
Non-current assets
Current assets
thereof cash and cash equivalents
Non-current provisions and liabilities
thereof financial liabilities
Current provisions and liabilities
thereof financial liabilities
Revenue
Depreciation / amortisation of intangible assets and property,
plant and equipment
Interest income
Interest expenses
Income taxes
Profit / loss
Other comprehensive income
Total comprehensive income
30 Sep
2021 /
2021*
30 Sep
2020 /
2020
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
n. a.
813.6
70.2
14.3
123.0
106.3
47.0
11.8
30 Sep
2021 /
2021
4,312.8
615.6
440.8
3,585.9
3,546.7
777.4
599.2
30 Sep
2020 /
2020
4,180.6
373.6
96.0
2,902.6
2,893.0
868.4
332.1
97.4
225.8
319.2
646.3
16.1
–
0.4
– 5.7
– 32.5
102.1
69.6
25.3
0.2
0.2
17.4
10.2
– 165.6
– 155.4
177.3
0.9
106.4
–
– 293.5
– 43.6
– 337.1
115.4
–
59.6
0.3
– 148.4
29.1
– 119.3
€ million
2021
2020
2021
2020
2021
2020
2021
2020
TUI’s share of
Profit / loss
Other comprehensive
income
Total comprehensive
income
– 71.0
– 70.5
2.2
– 17.8
– 68.8
– 88.3
–
–
–
–
–
–
– 1.0
– 0.2
– 72.0
– 70.7
– 2.1
– 10.6
0.1
– 28.4
– 3.1
– 10.8
– 71.9
– 99.1
Share of financial information of material and other joint ventures
Riu Hotels S. A., Palma
de Mallorca, Spain
TUI Cruises GmbH,
Hamburg, Germany
Other immaterial
joint ventures
Joint ventures Total
€ million
2021 *
2020
2021
2020
2021
2020
2021
2020
TUI’s share of
Profit / loss*
Other comprehensive
income
Total comprehensive
income
– 15.9
5.0
– 146.7
– 74.2
4.0
– 53.4
– 158.6
– 122.6
49.3
– 81.1
– 21.8
14.6
– 15.2
– 11.1
12.3
– 77.6
33.4
– 76.1
– 168.5
– 59.6
– 11.2
– 64.5
– 146.3
– 200.2
* Financial year 2021 only takes into account the values for the period until the disposal of the company.
In the financial year 2021, TUI Group received dividends of € 3.8 m (previous year € 4.9 m) from all joint
ventures and dividends of € 2.7 m (previous year € 0.8 m) from its associates.
* Financial year 2021 only takes into account the values for the period until the disposal of the company.
In addition to TUI Group’s significant associates and joint ventures, TUI AG has interests in other associates
and joint ventures accounted for under the equity-method, which individually are not considered to be
of material significance. The tables below provide information on TUI Group’s share of the earnings figures
shown for the major associates and joint ventures as well as the aggregated amount of the share of profit / loss,
other comprehensive income and total comprehensive income for the immaterial associates and joint ventures.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
€ million
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
19 3
Net assets of the material associates
Reconciliation to the carrying amount of the associates in the Group balance sheet
Sunwing Travel
Group Inc., Toronto,
Canada
Togebi Holdings
Limited, Nicosia,
Cyprus *
€ million
Sunwing Travel
Group Inc., Toronto,
Canada
Togebi Holdings
Limited, Nicosia,
Cyprus
Other immaterial
associates
Associates total
€ million
Net assets as at 1 Oct 2019
Foreign exchange effects
Capital increase
Profit / loss
Net assets as at 30 Sep 2020
Other comprehensive income
Foreign exchange effects
Profit / loss
Consolidation effects
Net assets as at 30 Sep 2021
* Financial year 2021 only takes into account the values for the period until the disposal of the company.
465.8
– 28.0
–
– 143.9
293.9
–
– 1.0
– 144.9
–
148.0
– 151.6
16.6
94.4
– 97.4
– 138.0
–
2.1
6.1
129.8
–
Share of TUI in % as at
30 Sep 2020
TUI’s share of the net assets
as at 30 Sep 2020
Goodwill as at 30 Sep 2020
Unrecognised share of losses
Impairment of carrying
amounts
Carrying amount as at
30 Sep 2020
Share of TUI in % as at
30 Sep 2021
TUI’s share of the net assets
as at 30 Sep 2021
Goodwill as at 30 Sep 2021
Unrecognised share of losses
Impairment of carrying
amounts
Carrying amount as at
30 Sep 2021
49.0
144.0
48.5
–
–
192.5
49.0
72.5
51.2
–
–
123.7
10.0
– 13.8
8.3
5.5
–
–
–
–
–
–
–
–
n. a.
2.0
7.0
31.8
– 0.1
40.7
n. a.
29.2
5.0
–
– 0.2
34.0
n. a.
132.2
63.8
37.3
– 0.1
233.2
n. a.
101.7
56.2
–
– 0.2
157.7
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
19 4
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
19 5
Net assets of the material joint ventures
€ million
Net assets as at 1 Oct 2019
Profit / loss
Other comprehensive income
Capital increase
Foreign exchange effects
Net assets as at 30 Sep 2020
Profit / loss
Other comprehensive income
Capital increase
Foreign exchange effects
Consolidation effects
Net assets as at 30 Sep 2021
Riu Hotels S. A.,
Palma de Mallorca,
Spain*
TUI Cruises GmbH,
Hamburg, Germany
869.3
10.2
– 105.1
–
– 60.2
714.2
– 32.5
82.6
–
19.5
– 783.8
0.0
752.5
– 148.4
29.1
150.0
–
783.2
– 293.5
– 43.6
119.0
–
–
565.1
* Financial year 2021 only takes into account the values for the period until the disposal of the company.
Reconciliation to the carrying amount of the joint ventures in the consolidated balance sheet
I M PA I R M E N T O F T H E C A R R Y I N G A M O U N T S O F A S S O C I AT E S A N D J O I N T V E N T U R E S
Due to the development of the COVID-19 pandemic, uncertainties remain regarding the recovery of the
tourism business. Accordingly, a risk assessment was performed on existing indications. The carrying
amounts of the associates and joint ventures concerned were subsequently tested for impairment. All
impairment tests used the business plan of the respective joint venture or associate. Based on this business
plans the recoverable amount was calculated by discounting future net cash flows. In all cases the fair value
less cost to sell was higher than the value in use. Level 3 inputs of fair value hierarchy were used in the calcu-
lations. In the financial year under review impairments of € 5.0 m were recognised under Impairment of net
investments in associates and joint ventures.
The impairments related to the Vitya Holding Co. Ltd joint venture in Thailand, which operates the Robinson
Club Khao Lak. The country-specific discount rate of 7.77 % for Thailand was applied. Apart from that, the
same parameters were applied as for the goodwill impairment test in the Hotel & Resorts segment (see
Note 12).
U N R E C O G N I S E D L O S S E S B Y A S S O C I AT E S A N D J O I N T V E N T U R E S
Unrecognised accumulated losses amounted € 8.2 m (previous year € 40.2 m). The losses carried in the prior
year included € 2.9 m for TUI’s share in the earnings of Bartu Turizm Yatirimlari AS. These losses increased by a
further € 1.7 m in the financial year under review. A further loss of € 3.6 m was carried for WOT Hotels
Vietnam. The recognition of additional losses would have resulted in the carrying amounts falling below
nil. Further unrecognised accumulated losses related to the stakes in Togebi Holdings Limited and Corsair
S. A., which have meanwhile been sold.
€ million
Share of TUI AG in % as at 30 Sep 2020
TUI AG’s share of the net assets as at
30 Sep 2020
Goodwill as at 30 Sep 2020
Unrecognised share of losses
Impairment of carrying amounts
Carrying amount as at 30 Sep 2020
Share of TUI AG in % as at 30 Sep 2021
TUI AG’s share of the net assets as at
30 Sep 2021
Goodwill as at 30 Sep 2021
Unrecognised share of losses
Impairment of carrying amounts
Carrying amount as at 30 Sep 2021
Riu Hotels S. A.,
Palma de
Mallorca, Spain
TUI Cruises
GmbH,
Hamburg,
Germany
Other
immaterial
joint ventures
Joint
ventures
total
R I S K S A S S O C I AT E D W I T H T H E S TA K E S I N A S S O C I AT E S A N D J O I N T V E N T U R E S
Contingent liabilities of € 12.2 m (previous year € 20.0 m) existed in respect of associates as at 30 Sep-
tember 2021. Contingent liabilities in respect of joint ventures totalled € 28.1 m (previous year € 89.4 m).
49.0
350.0
1.7
–
–
351.7
–
–
–
–
–
–
50.0
391.6
–
–
–
391.6
50.0
282.6
–
–
–
282.6
n. a.
221.0
20.7
2.9
– 34.4
210.2
n. a.
207.3
18.3
8.2
– 33.6
200.2
n. a.
962.6
22.4
2.9
– 34.4
953.5
n. a.
489.9
18.3
8.2
– 33.6
482.8
C O N T E N T S
(17) Trade and other receivables
(19) Other non-financial assets
Trade and other receivables
€ million
Trade receivables
Advances and loans
Lease receivables
Other receivables and assets
Total
30 Sep 2021
30 Sep 2020
Remaining
term more
than 1 year
Total
Remaining
term more
than 1 year
–
182.0
7.2
119.4
308.7
259.9
202.0
11.1
307.4
780.3
–
198.7
9.6
194.1
402.4
Total
151.2
288.7
13.5
435.3
888.7
As at 30 September 2021, TUI had capitalised sales commissions to travel agencies and other distribution
channels worth € 34.1 m (previous year € 38.4 m) in respect of costs of obtaining a contract. In the financial
year under review, sales commissions worth € 208.0 m (previous year € 340.7 m) were recognised in profit
and loss.
During the first quarter of financial year 2021 TUI sold other receivables to a third party and thus derecognised
it as all criteria for derecognition were met. The sale resulted in a loss, which is presented as a financial
expense in the income statement.
The other non-financial assets of € 290.1 m (previous year € 536.6 m) resulted mainly from the overfunded
pension plans worth € 137.1 m (previous year € 363.3 m) and assets from other taxes worth € 63.4 m (previous
year € 81.3 m).
(20) Deferred tax assets
Individual items of deferred tax assets and liabilities recognised in the statement of financial position
30 Sep 2021
30 Sep 2020
€ million
Asset
Liability
Asset
Liability
Lease transactions
Recognition and measurement differences for property, plant
and equipment and other non-current assets
Recognition differences for receivables and other assets
Measurement of financial instruments
Measurement of pension provisions
Recognition and measurement differences for other provisions
Other transactions
Capitalised tax savings from recoverable losses carried forward
Netting of deferred tax assets and liabilities
Balance sheet amount
11.8
61.9
46.4
131.4
125.6
15.7
1.1
175.7
72.1
87.0
147.3
– 345.2
291.1
232.0
35.9
37.6
38.8
6.5
55.8
–
– 345.2
123.3
78.2
120.2
76.5
156.6
53.0
52.1
124.2
– 407.6
299.6
274.4
52.3
20.5
69.9
5.8
46.0
–
– 407.6
192.7
(18) Touristic payments on account
Touristic payments on account mainly relate to customary advance payments in respect of future tourism
services, in particular advance payments made by tour operators for future hotel services.
Deferred tax assets include an amount of € 169.2 m (previous year € 147.5 m) expected to be realised
after more than twelve months. Deferred tax liabilities include an amount of € 118.9 m (previous year
€ 183.6 m) expected to be realised after more than twelve months.
The impairments recognised through profit or loss for advance payments made by tour operators for future
hotel services in the financial year under review totalled € 8.4 m (previous year € 53.4 m).
No deferred tax assets are recognised for deductible temporary differences of € 179.7 m (previous year
€ 436.5 m).
No deferred tax liabilities are carried for temporary differences of € 75.2 m (previous year € 76.3 m) be-
tween the net assets of subsidiaries and the respective taxable carrying amounts of subsidiaries since
these temporary differences are not expected to be reversed in the near future.
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
19 6
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
19 7
Recognised losses carried forward and time limits for non-recognised losses carried forward
€ million
30 Sep 2021
30 Sep 2020
Recognised losses carried forward
Non-recognised losses carried forward
of which losses carried forward forfeitable within one year
of which losses carried forward forfeitable within 2 to 5 years
of which losses carried forward forfeitable within more than 5 years
(excluding non-forfeitable loss carryforwards)
of which non-forfeitable losses carried forward
Total unused losses carried forward
771.4
11,562.5
6.7
70.2
–
11,485.6
12,333.9
617.5
9,260.5
9.9
144.8
38.5
9,067.3
9,878.0
(21) Inventories
Inventories
€ million
Airline spares and operating equipment
Real estate for sale
Consumables used in hotels
Other inventories
Total
30 Sep 2021
30 Sep 2020
10.9
0.2
15.5
16.2
42.8
29.2
14.6
16.4
13.0
73.2
Losses carried forward for German companies comprise the cumulative amount of trade tax and corporation
tax as well as interest carried forward in relation to the German interest barrier rule. Potential tax savings
totalling € 2,341.2 m (previous year € 1,740.1 m) were not recognised as the underlying losses carried forward
were not expected to be utilised in the planning horizon.
In financial year 2021, tax savings of € 0.3 m (previous year € 0.0 m) resulted from the use of tax losses car-
riedforward previously not assessed as recoverable for which, therefore, no deferred tax assets had been
carried as at 30 September 2020 for the potential tax savings resulting from these assets. Tax reductions
from loss carry- backs (previous year € 0.3 m) were not realised.
Development of deferred tax assets from losses carried forward
€ million
Capitalised tax savings at the beginning of the year
Use of losses carried forward
Capitalisation of tax savings from tax losses carried forward
Impairment of capitalised tax savings from tax losses carried forward
Exchange adjustments and other items
Capitalised tax savings at financial year-end
2021
124.2
– 2.0
75.0
– 50.0
0.1
147.3
2020
116.4
– 0.6
78.3
– 69.9
–
124.2
In financial year 2021, inventories of € 248.5 m (previous year € 411.7 m) were recognised as expense. In previous
year a write-down of real estate for sale to net realizable value resulted in expenses of € 17.2 m in the financial
year. In this financial year there were no write-downs.
(22) Cash and cash equivalents
Cash and cash equivalents
€ million
Bank deposits
Cash in hand and cheques
Total
30 Sep 2021
30 Sep 2020
1,575.0
8.9
1,583.9
1,225.0
8.1
1,233.1
At 30 September 2021, cash and cash equivalents of € 509.0 m were subject to restrictions (previous year
€ 324.0 m).
On 30 September 2016, TUI AG entered into a long term agreement to close the gap between the obligations
and the fund assets of defined benefit pension plans in the UK. At the balance sheet date an amount of € 46.4 m
is deposited as security within a bank account. TUI Group can only use that cash and cash equivalents if it
provides alternative collateral.
Capitalised deferred tax assets from temporary differences and losses carried forward that are assessed
as recoverable of € 237.2 m (previous year € 213.0 m) are covered by expected future taxable income
even for companies that generated losses in the reporting period or the prior year. This is based on the
future business development planned by TUI’s management. The key points of this planning are present-
ed in the section ‘Assumptions and estimates’. TUI uses a five-year planning horizon to derive the recovera-
bility of tax loss carryforwards and deductible differences.
Furthermore, an amount of € 116.3 m (previous year € 116.5 m) was deposited with a Belgian subsidiary without
acknowledgement of debt by the Belgian tax authorities in financial year 2013 in respect of long-standing
litigation over VAT refunds for the years 2001 to 2011. The purpose was to suspend the accrual of interest
for both parties. In order to collateralise a potential repayment, the Belgian government was granted a bank
guarantee. Due to the bank guarantee, TUI’s ability to dispose of the cash and cash equivalents is restricted.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
The remaining € 346.3 m (previous year € 155.4 m) subject to restrictions relate to cash and cash equivalents
to be deposited due to statutory or regulatory requirements mainly in order to secure customer deposit and
credit card payables.
In the course of the financial year under review, there were further reclassifications to assets held for sale
and disposal groups as well as the associated liabilities, resulting in disposals through sale in the financial year
under review. All assets and disposal groups carried as held for sale as at 30 September 2020 and the
associated liabilities were sold in the financial year under review. Please refer in particular to the section
‘Divestments’.
30 Sep 2021
30 Sep 2020
96.5
–
–
–
96.5
–
42.4
13.1
1.7
57.2
C O R P O R AT E G O V E R N A N C E
(23) Assets held for sale
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
Assets held for sale
€ million
Disposal Group Nordotel
Aircraft
Investments accounted for using the equity method
Other assets
Total
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
On 16 July 2021, a contract was signed with Grupotel S. A., a joint venture of TUI Group, to sell Nordotel S. A.,
fully consolidated in Hotels & Resorts. The transaction was subject to approval by TUI AG’s Supervisory
Board, which was granted on 9 September 2021. The assets and liabilities of the disposal group were
correspondingly classified as held for sale. The disposal transaction was completed on 5 October 2021. The
first purchase price payment of € 50.0 m was made on 21 September 2021. Further deferred purchase price
payments of € 10.0 m and € 20.0 m are due one or two years, respectively, after the closing of the transac-
tion, taking account of final purchase price adjustments. In this context, we refer to the note 36 ‘Liabilities
related to assets held for sale’.
248 Responsibility Statement
by Management
Disposal group ‘Nordotel’
249 Independent Auditor’s
€ million
Other intangible assets and property, plant and equipment
Right-of-use assets
Deferred tax assets
Touristic payments on account
Cash and cash equivalents
Other assets
Total
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
19 8
30 Sep 2021
65.7
13.2
7.2
6.0
2.2
2.2
96.5
(24) Subscribed capital
The fully paid subscribed capital of TUI AG consists of no-par value shares, each representing an identical
share in the capital stock. The proportionate share in the capital stock per no-par value share is € 1.00. As
the capital stock consists of registered shares, the owners are listed by name in the share register.
The subscribed capital of TUI AG has been registered in the commercial registers of the district courts of
Berlin-Charlottenburg and Hanover. In the financial year under review, the Company’s capital stock of
€ 1,509,372,235.83, consisting of 590,415,100 no-par value registered shares with a proportionate share in
the capital stock of around € 2.56 per no-par value share, was reduced by € 918,957,135.83 to € 590,415,100.00
in accordance with the provisions on ordinary capital reduction set out in sections 222 ff. of the German
Stock Corporation Act in combination with section 7 (6) of the German Economic Stabilisation Acceleration
Act (WStBG) with a view to transferring a part of the capital stock to the Company’s capital reserve. The
capital reduction took the form of a corresponding reduction in share capital so that the proportionate share
in the capital stock per share was reduced to € 1.00 per existing no-par value share, without a merging of
shares.
The reduced capital stock of the Company of € 590,415,100.00 was subsequently increased by € 508,978,534.00
to € 1,099,393,634.00 by issuing 508,978,534 new no-par value registered shares with a proportionate share
in the capital stock of € 1.00 per no-par value share against cash contribution in accordance with section 7 of
the German WStBG. At the end of the financial year under review, the subscribed capital therefore consisted
of 1,099,393,634 shares. This corresponds to € 1,099,393,634.00.
In accordance with section 71 (1) no. 2 of the German Stock Corporation Act, TUI AG acquired 317,171
own shares to issue to employees in the framework of the employee share programme. The 317,171 shares
were purchased on the stock exchange at € 3.8513 and transferred to the employees on 30 September 2021.
The shares represent a capital stock of € 317,171, i. e. <0.03 % of the capital stock, and an acquisition volume
of € 1.2 million. As at 30 September 2021, TUI AG did not hold any own shares.
C O N D I T I O N A L C A P I TA L
The Annual General Meeting on 9 February 2016 had created conditional capital of € 150.0 m and author-
ised the Company to issue bonds. The conditional capital authorisation to acquire bonds with conversion
or option rights and profit participation (with or without a mixed maturity) was limited to a nominal amount
of € 2.0 bn and expires on 8 February 2021.
The Extraordinary General Meeting on 5 January 2021 resolved to create conditional capital of € 420.0 m
in order to grant the ESF the right to convert ESF’s asset contribution in the form of a silent participation
of € 420.0 m ( ‘silent participation I’) at any time (in a single or several transactions) in full or in part into
up to 420 m new registered no-par value shares with a proportionate share in the capital stock of € 1.00
per no-par value share. The new shares will be issued at the minimum issuance amount of € 1.00. The
conversion right outlined above is limited in that the ESF is only entitled to convert silent participation I
into new no-par value shares in an amount that ensures that the total interest of the ESF (including all
other shares held by the ESF) does not at any point in time amount to more than 25 % plus one share in
the Company’s capital stock increased after the conversion.
(25) Capital reserves
The capital reserves comprise transfers of premiums. They also comprise amounts entitling the holders
to acquire shares in TUI AG in the framework of bonds issued for conversion options and warrants.
In the completed financial year, capital reserves rose by € 1,038.5 m from € 4,211.0 m to € 5,249.5 m, in particular
due to the capital increase in January and the issuance of the bond with warrants in October 2020 as well
as the convertible bonds in April and July 2021.
The Annual General Meeting on 25 March 2021 resolved to create conditional capital for the issuance of bonds
totalling € 109.9 m. The authorisation to issue bonds with conversion or option rights and profit participation
(with or without a fixed maturity) is limited to a nominal amount of € 2.0 bn and expires on 24 March 2026.
The reduction in subscribed capital outlined in Note 24 ‘Subscribed capital’ resulted in an increase in the capital
reserves of € 917.8 m. The premium from the capital increase boosted the capital reserves by a further € 58.8 m.
The ancillary costs of the capital increase and the issuance of the silent participations described in detail
in Note 27 were offset in an amount of € 31.8 m.
Overall, TUI AG had conditional capital of € 679.9 m as at 30 September 2021.
A U T H O R I S E D C A P I TA L
The Annual General Meeting on 13 February 2018 resolved to create additional authorised capital of € 30.0 m
for the issue of employee shares. The Executive Board of TUI AG has been authorised to use this authorised
capital in one or several transactions to issue employee shares against cash contribution by 12 February 2023.
No new employee shares were issued in the completed financial year so that authorised capital at the balance
sheet date totals still around € 22.3 m.
Due to the issuance of the warrant bond in October 2020 and the convertible bonds worth € 400.0 m in
April and € 190.0 m in July capital reserves rose by € 34.5 m and € 60.9 m, respectively. The ancillary costs of
the convertible bond were offset in an amount of € 1.6 m.
(26) Revenue reserves
In the completed financial year, TUI AG did not pay a dividend to its shareholders (previous year € 318.1 m).
The Ordinary Annual General Meeting on 25 March 2021 resolved to authorise the Executive Board to issue new
registered shares against cash contribution by up to € 109.9 m (authorised capital 2021 / I). This authorisation
will expire on 24 March 2026.
The ongoing recording of existing equity-settled stock option plans resulted in an increase in equity of € 0.3 m
(previous year € 2.9 m) in the reporting period. Disclosures on these long-term incentive programmes are
outlined in the section on Share-based payments in accordance with IFRS 2.
The Annual General Meeting on 25 March 2021 also resolved to create authorised capital for the issuance of new
shares against cash or non-cash contribution of € 417.0 m (authorised capital 2021 / II). The issuance of new
shares against non-cash contribution is limited to € 109.9 m. This authorisation will expire on 24 March 2026.
Foreign exchange differences comprise differences from the translation of the financial statements of foreign
subsidiaries as well as differences from the translation of goodwill denominated in foreign currencies.
At the balance sheet date, the capital authorisations not yet been taken up amounted to around € 549.2 m
(previous year around € 742.3 m).
The latter two authorisations for authorised capital resolved in 2021 as mentioned above were used after
the balance sheet date. The authorised capital 2021 / I was fully used, while the authorised capital 2021 / II
was used almost completely (except for around € 3.4 m) for a rights issue in October 2021.
The proportion of gains and losses from hedges used as effective hedges of future cash flows is carried directly
in equity at €+ 144.0 m (previous year € – 316.1 m) (pre-tax). A reversal of this amount through profit and loss
takes place in the same period in which the hedged item has an effect on profit and loss or is no longer assessed
as probable. The increase in financial year 2021 is, besides changes in exchange rates and fuel prices, attributa-
ble to hedges no longer classified as effective within the meaning of IAS 39 due to the COVID-19 pandemic.
The cumulative gains or losses from these instruments continue to be carried in equity at their relevant fair
values until the date from which they were no longer effective. Upon occurrence of the expected transaction,
they are reclassified to profit or loss.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
19 9
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 0 0
The revaluation of pension obligations (in particular actuarial gains or losses) is also carried directly in
Other income in equity.
RIUSA II Group, allocated to Hotels & Resorts, operates owned and leased hotels and hotels operated under
management contracts in tourism destinations of TUI Group.
The revaluation reserve formed in accordance with IAS 27 (old version) in the framework of step acquisitions
of companies is retained until the date of deconsolidation of the company concerned.
The table below provides summarised financial information on RIUSA II S. A., Palma de Mallorca, Spain – the
subsidiary for which material non-controlling interests exist. It presents the consolidated financial statements
of the sub-group.
(27) Silent participations
In financial year 2021, two silent participations were issued to the ESF. They are both carried in equity in
accordance with IAS 32.
The first silent participation was fully paid in at € 420.0 m. It is convertible at any time in whole or in part into
shares in TUI AG at a conversion price of € 1.00 per share as long as the ESF does not obtain a participation in
TUI’s equity capital of more than 25 % plus one share.
The second silent participation is not convertible into shares. It amounts to € 671.0 m and has been fully
paid in.
(28) Use of Group profit available for distribution
In accordance with the German Stock Corporation Act, the Annual General Meeting resolves the use of
the profit available for distribution carried in TUI AG’s commercial-law annual financial statements.
TUI AG’s loss for the year amounts to € 491.5 m (previous year loss of € 2,272.6 m). Taking account of profit
carried forward of € 190.9 m (previous year € 1,176.0 m) TUI AG’s balance sheet loss totals € 300.6 m.
Summarised financial information on RIUSA II S. A., Palma de Mallorca, Spain*
€ million
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Revenues
Profit / loss
Other comprehensive income
Cash inflow / outflow from operating activities
Cash inflow / outflow from investing activities
Cash inflow / outflow from financing activities
Accumulated non-controlling interest
Profit / loss attributable to non-controlling interest
Dividends attributable to non-controlling interest
30 Sep 2021 /
2021
30 Sep 2020 /
2020
91.6
1,824.1
101.0
141.9
344.1
– 21.2
27.8
71.5
– 73.0
– 27.1
664.9
– 10.6
–
153.6
1,755.5
115.8
127.1
449.3
28.4
– 104.6
149.4
– 143.5
– 6.6
661.5
14.2
–
(29) Non-controlling interest
Non-controlling interests mainly relate to RIUSA II S. A. based in Palma de Mallorca, Spain. TUI’s capital share
in this hotel operator stands at 50.0 %, as in the prior year.
* Consolidated subgroup
The financial year of RIUSA II S. A. ends on 31 December and thus deviates from TUI Group’s financial year.
This reporting date was fixed when the company was founded. In order to include the RIUSA II Group in TUI
Group’s consolidated financial statements as at 30 September, the RIUSA II Group prepares sub-group financial
statements as at 30 September, the balance sheet date.
(30) Pension provisions and similar obligations
A number of defined contribution and defined benefit pension plans are operated for Group employees.
Pension obligations vary, reflecting the different legal, fiscal and economic conditions in each country of
operation, and usually depend on employees’ length of service and pay levels.
All defined contribution plans are funded by the payment of contributions to external insurance compa-
nies or funds. German employees enjoy benefits from a statutory defined contribution plan paying pensions as
a function of employees’ income and the contributions paid in. Several additional industry pension organisations
exist for TUI Group companies. Once the contributions to the state-run pension plans and private pension
insurance organisations have been paid, the Company has no further payment obligations. Apart from Germany,
major defined contribution plans are also operated the Netherlands and in the UK. Contributions paid
are expensed for the respective period. In the reporting period, the expenses for all defined contribution plans
totalled € 77.1 m (previous year € 86.7 m).
Apart from these defined contribution pension plans, the TUI Group operates defined benefit plans,
which usually entail the formation of provisions within the Company or investments in funds outside the
Company.
Within this group, MER-Pensionskasse VVaG, a private pension fund in which German companies of the
tourism industry are organised, represents a multi-employer plan classified as a defined benefit plan. In
accordance with the statues of the plan, the plan participants and the employers pay salary-based con-
tributions into the plan. There are no further obligations pursuant to the statutes of the plan; an addi-
tional funding obligation of the participating companies is explicitly excluded. The paid-in contributions
are invested in accordance with the policies of the pension plan unless they are used in the short term
for benefit payments. As the investments are pooled and are not kept separately for each participating
employer, an allocation of plan assets to individual participating employers is not possible. The invest-
ment risk and the mortality risk are jointly shared by all plan participants. Moreover, the pension fund
does not provide any information to participating companies that would allow the allocation of any over-
or underfunding or TUI’s participation in the plan. For this reason, accounting for the plan as defined
benefit plan is not possible, and the plan is therefore in accordance with the requirements of IAS 19
shown like a defined contribution plan. In the reporting period, contributions to MER-Pensionskasse
VVaG totalled € 5.9 m (previous year € 6.1 m). For the next financial year, contributions are expected to
remain at that level.
TUI Group’s major pension plans recognised as defined benefit plans exist in Germany and the UK. By far the
largest pension plans are operated by the Group’s tour operators in the UK. They accounted for 72.6 %
(previous year 70.6 %) of TUI Group’s total obligations at the balance sheet date. German plans account
for a further 23.0 % (previous year 24.8 %).
Material defined benefit plans in Great Britain
Scheme name
BAL Scheme
TUI UK Scheme
TAPS Scheme
Status
closed
closed
closed
Almost all defined benefit plans in the UK are funded externally. Under UK law, the employer is obliged
to ensure sufficient funding so that plan assets cover the pension payments to be made and the admin-
istrative costs of the funds. The pension funds are managed by independent trustees. The trustees comprise
independent members, beneficiaries of the plan and employer representatives. The trustees are responsible
for the investment of fund assets, taking account of the interests of plan members, but they also negotiate
the level of the contributions to the fund to be paid by the employers, which constitute minimum contri-
butions to the funds. To that end, actuarial valuations are made every three years by actuaries commissioned
by the trustees. The annual contributions to be paid to the funds in order to cover any shortfalls were last
defined on the basis of the measurement as at 30 September 2019.
Since 31 October 2018, the main sections of TUI Group’s UK Pension Trust have been closed to future
accrual of benefits. As a result, current service cost no longer arises for services delivered by the employees.
Since 1 November 2018, increases in accrued pension benefits from the plan have been therefore calculated
in line with the rules for deferred members. With the closure of the Pension Trust for future accrual, all
existing staff in the defined benefit scheme were offered the opportunity to join the existing defined
contribution plan to accrue pension from 1 November 2018 onwards.
By contrast, defined benefit plans in Germany are mainly unfunded and the obligations from these plans are
recognised as provisions. The company assumes the obligation for payments of company pensions when the
beneficiaries reach the legal retirement age. The amount of the pension paid usually depends either on the
remuneration received by the employee at the retirement date or the amount of the average remuneration
over the employee’s service period. Pension obligations usually include surviving dependants’ benefits and
invalidity benefits. Pension payments are partly limited by third party compensations, e. g. from insurances
and MER – Pensionskasse.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 0 1
Material defined benefit plans in Germany
Defined benefit obligation recognised on the balance sheet
Scheme name
Versorgungsordnung TUI AG
Versorgungsordnung TUIfly GmbH
Versorgungsordnung TUI Deutschland GmbH
Versorgungsordnung TUI Beteiligungs GmbH
Versorgungsordnungen TUI Immobilien Services GmbH
Status
open
open
closed
closed
closed
In the period under review, defined benefit pension obligations created total expenses of € 15.7 m for TUI Group,
principally comprising current service cost. This was partly offset by gains from plan curtailments resulting
from the restructuring of the activities of the Group’s German airline in the financial year. The administrative
expenses shown relate to professional advisor costs for the pension plans in the United Kingdom, which were for
the current year only, settled from the plan assets.
€ million
Present value of funded obligations
Fair value of external plan assets
Surplus (–) / Deficit (+) of funded plans
Present value of unfunded pension obligations
Defined benefit obligation recognised on the balance sheet
of which
Overfunded plans in other non-financial assets
Provisions for pensions and similar obligations
of which current
of which non-current
30 Sep 2021
Total
30 Sep 2020
Total
3,101.5
3,172.1
– 70.6
868.6
798.0
137.1
935.1
33.2
901.9
3,071.3
3,373.7
– 302.4
954.1
651.7
363.3
1,015.0
31.4
983.6
Pension costs for defined benefit obligations
€ million
Current service cost for employee service in the period
Curtailment gains
Net interest on the net defined benefit liability
Past service cost
Administration cost
Total
2021
36.3
29.7
0.9
1.5
6.7
15.7
2020
49.5
4.0
2.5
–
–
48.0
Provisions for pension obligations are established for benefits payable in the form of retirement, invalidity and
surviving dependants’ benefits. Provisions are exclusively formed for defined benefit schemes under which the
Company guarantees employees a specific pension level, including arrangements for early retirement and
temporary assistance benefits.
For funded pension plans, the provision carried only covers the shortfall in coverage between plan assets
and the present value of benefit obligations.
Where plan assets exceed funded pension obligations, taking account of a difference due to past service
cost, and where at the same time there is an entitlement to reimbursement or reduction of future con-
tributions to the fund, the excess is recognised in conformity with the cap defined by IAS 19. As at 30 Sep-
tember 2021, other non-financial assets include excesses of € 137.1 m (previous year € 363.3 m).
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 0 2
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
Development of defined benefit obligations
Development of defined benefit obligations
C O M B I N E D M A N A G E M E N T
R E P O R T
€ million
Present value
of obligation
Fair value of
plan assets
Total
€ million
Present value
of obligation
Fair value of
plan assets
Balance as at 1 Oct 2020
Current service cost
Past service cost
Curtailments and settlements
Interest expense (+) / interest income (–)
Administration cost
Pensions paid
Contributions paid by employer
Contributions paid by employees
Remeasurements
due to changes in financial assumptions
due to changes in demographic assumptions
due to experience adjustments
due to return on plan assets not included in
Group profit for the year
Exchange differences
Other changes
Balance as at 30 Sep 2021
4,025.4
36.3
1.5
– 29.7
54.8
–
– 178.1
–
1.4
– 101.5
– 180.2
84.7
– 6.0
–
160.9
– 0.9
3,970.1
– 3,373.7
–
–
–
– 53.9
6.7
146.2
– 78.3
– 1.4
359.0
–
–
–
359.0
– 176.7
–
– 3,172.1
651.7
36.3
1.5
– 29.7
0.9
6.7
– 31.9
– 78.3
–
257.5
– 180.2
84.7
– 6.0
359.0
– 15.8
– 0.9
798.0
Balance as at 1 Oct 2019
Current service cost
Past service cost
Curtailments and settlements
Interest expense (+) / interest income (–)
Administration cost
Pensions paid
Contributions paid by employer
Contributions paid by employees
Remeasurements
due to changes in financial assumptions
due to changes in demographic assumptions
due to experience adjustments
due to return on plan assets not included in
Group profit for the year
Exchange differences
Other changes
Balance as at 30 Sep 2020
4,155.9
49.5
–
– 4.5
58.3
–
– 179.8
–
1.6
28.2
8.2
59.8
– 39.8
–
– 62.8
– 21.0
4,025.4
– 3,397.9
–
–
0.5
– 55.8
–
148.6
– 81.5
– 1.6
– 53.7
–
–
–
– 53.7
67.7
–
– 3,373.7
Total
758.0
49.5
–
– 4.0
2.5
–
– 31.2
– 81.5
–
– 25.5
8.2
59.8
– 39.8
– 53.7
4.9
– 21.0
651.7
The net defined benefit obligation increased by € 146.3 million to € 798.0 million in the financial year. The
present value of the obligation decreased by a total of € 55.3 million compared with the previous year,
mainly due to an increase in discount rates in the Eurozone and the United Kingdom.The fair value of the
plan assets decreased by € 201.6 million, in particular due to a change in the pension fund’s asset allocation
in the United Kingdom, thus exceeding the decrease in the obligation.
In order to limit the risk arising from the obligation, the trustees of the UK pension plans acquired insurance
policies in the third quarter of the fiscal year securitising full reimbursement by insurers of the payments to
be made for parts of the existing obligations. The obligation to fulfill the pension commitment has not been
assumed by the insurer in this transaction. Accordingly, the insured portions of the pension plan continue to
be recognised in the financial statements.
In order to settle the insurance premium, existing plan assets were sold. The different valuation of an insur-
ance policy compared to the assets sold resulted in a decrease in plan assets of € 174.2 million, which was
recognised directly in equity as a remeasurement effect.
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 0 3
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 0 4
At the balance sheet date, TUI Group’s fund assets break down as shown in the table below.
Actuarial assumptions
Composition of fund assets at the balance sheet date
30 Sep 2021
Quoted market price
in an active market
30 Sep 2020
Quoted market price
in an active market
€ million
yes
no
yes
no
Fair value of fund assets at end of period
of which equity instruments
of which government bonds
of which corporate bonds
of which liability driven investments
of absolute return bonds
of which property
of which insurance policies
of which insurance linked securities
of which loans
of which cash
of which other
1,797.4
23.7
38.4
584.2
843.8
–
302.0
–
–
–
–
5.3
1,374.7
–
–
140.6
–
–
–
894.1
15.6
209.3
115.1
–
2,902.5
36.3
36.2
929.1
1,449.4
184.9
262.7
–
–
–
–
3.9
471.2
–
–
–
–
–
–
111.2
130.9
204.0
25.1
–
At the balance sheet date, as in the prior year, fund assets did not comprise any direct investments in
financial instruments issued by TUI AG or its consolidated subsidiaries or any property owned by the Group.
For funded plans, investments in passive index tracker funds may entail a proportionate investment in
Group-owned financial instruments.
Pension obligations are measured on the basis of actuarial calculations based on country-specific parameters
and assumptions. The obligations under defined benefit plans are calculated on the basis of the interna-
tionally accepted projected unit credit method, taking account of expected future increases in salaries
and pensions. For the pension plans in the UK, expected increases in salaries are not taken into account
as they are no longer relevant for the measurement due to the plan amendment outlined above.
Percentage p. a.
Germany
Great Britain
Other countries
Discount rate
Projected future salary increases
Projected future pension increases
1.0
2.0
1.8
2.0
–
3.3
0.8
1.0
0.7
30 Sep 2021
Percentage p. a.
Discount rate
Projected future salary increases
Projected future pension increases
Germany
Great Britain
30 Sep 2020
Other countries
0.7
2.5
1.8
1.6
–
2.8
0.7
0.9
1.3
The interest rate applicable in discounting the provision for pensions is based on an index for corporate
bonds adjusted for securities already downgraded and under observation by rating agencies as well as
subordinate bonds in order to meet the criterion for high quality bonds (rated AA or higher) required under
IAS 19. The resulting yield structure is extrapolated on the basis of the yield curves for almost risk-free
bonds, taking account of an appropriate risk mark-up reflecting the term of the obligation. In order to cover
a correspondingly broad market, an index partly based on shorter-term bonds is used (for instance for
Eurozone bonds from the iBoxx € Corporates AA 10+ and iBoxx € Corporates AA 7– 10).
Apart from the parameters described above, a further key assumption relates to life expectancy. In Germany,
the Heubeck reference tables 2018 G are used to determine life expectancy. In the UK, the S3NxA base
tables are used, adjusted to future expected increases on the basis of the Continuous Mortality Investigation
(CMI) 2020. The pension in payment escalation formulae depend primarily on the pension plan concerned.
Apart from fixed rates of increase, there are also a number of inflation-linked pension adjustment mechanisms
in different countries.
Changes in the key actuarial assumptions mentioned above would lead to the changes in defined benefit
obligations presented below. The methodology used to determine sensitivity corresponds to the method
used to calculate the defined benefit obligation. The assumptions were amended in isolation each time;
actual interdependencies between the assumptions were not taken into account. The effect of the increase
in life expectancy by one year is calculated by means of a reduction in mortality due to the use of the Heubeck
tables 2018 G for pension plans in Germany. In the UK, an extra year is added to the life expectancy determined
on the basis of the mortality tables.
Sensitivity of the defined benefit obligation due to changed actuarial assumptions
€ million
Discount rate
Salary increase
Pension increase
Life expectancy
30 Sep 2021
30 Sep 2020
+ 50 Basis points
– 50 Basis points
+ 50 Basis points – 50 Basis points
– 342.4
+ 13.2
+ 103.4
+ 1 year
+ 174.7
+ 393.6
– 11.6
– 105.6
–
– 342.5
+ 17.1
+ 119.1
+ 1 year
+ 177.2
+ 393.5
– 16.0
– 119.7
–
The weighted average duration of the defined benefit obligations totalled 19.4 years (previous year 19.6 years)
for the overall Group. In the UK, the weighted duration was 19.8 years (previous year 19.9 years), while it stood
at 19.4 years (previous year 19.6 years) in Germany.
Fund assets are determined on the basis of the fair values of the funds invested as at 30 September 2021.
The interest rate used to determine the interest income from the assets of external funds is identical with
the discount rate used for the defined benefit obligation.
For the forthcoming financial year, the companies of TUI Group are expected to contribute around € 137.2 m
(previous year € 112.7 m) to pension funds and pay pensions worth € 33.2 m (previous year € 31.4 m) for un-
funded plans. The expected employer contribution to the pension funds mainly includes the annual payment
agreed with the trustees in the UK to reduce the existing coverage shortfall. For funded plans, the payments
to the recipients are fully made from fund assets and therefore do not result in a cash outflow for TUI Group.
TUI Group’s defined benefit plans entail various risks; some of which may have a substantial effect on the
Company. The purchase of insurance policies within the UK schemes serves to eliminate these risks in
respect of the liabilities due to pension scheme members covered by this insurance, and hence reduce
the overall level of risk in respect of all the categories detailed below.
I N V E S T M E N T R I S K
The investment risk plays a major role, in particular for the large funded plans in the UK. Although shares
usually outperform bonds in terms of producing higher returns, they also entail stronger volatility of balance
sheet items and the risk of short-term shortfalls in coverage. In order to limit this risk, the trustees have built a
balanced investment portfolio to limit the concentration of risks.
I N T E R E S T R AT E R I S K
The interest rate influences in particular unfunded schemes in Germany as a decline in interest rates leads
to an increase in the defined benefit obligations. Accordingly, an increase in the interest rate leads to a
reduction in the defined benefit obligations. Funded plans are less strongly affected by this development as
the performance of the interest-bearing assets included in plan assets regularly dampens the effects. For
the funded plans in the UK, the trustees have invested a part of the plan assets in liability-driven investment
portfolios, holding credit and hedging instruments in order to largely offset the impact of changes in interest
rates.
I N F L AT I O N R I S K
An increase in the inflation rate normally increases the obligation in pension schemes linked to the final salary
of beneficiaries as inflation causes an increase in the projected salary increases. At the same time, inflation-based
pension increases included in the plan also rise. The inflation risk is reduced through the use of caps and collars.
Moreover, the large pension funds in the UK hold inflation-linked assets, which also partly reduce the risk
from a significant rise in inflation. By investing, in particular, plan assets in liability-driven investment portfolios,
which hold credit and hedging instruments, they aim to largely offset the impact of the inflation rate.
L O N G E V I T Y R I S K
An increasing life expectancy increases the expected benefit duration of the pension obligation. This risk
is countered by using regularly updated mortality data in calculating the present values of the obligation.
C U R R E N C Y R I S K
For the TUI Group, the pension schemes entail a currency risk as most pension schemes are operated in
the UK and therefore denominated in sterling. The risk is limited as the currency effects on the obligation
and the assets partly offset each other. The currency risk only relates to any excess of pension obligations
over plan assets or vice versa.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 0 5
Provisions for environmental protection primarily relate to statutory obligations to remediate sites con-
taminated with legacy waste from former mining and metallurgical activities.
Provisions from onerous contracts include € 17.9 m for the premature abandonment of a leased administrative
building as the largest single item.
Provisions for personnel costs comprise provisions for jubilee benefits and provisions for cash-settled share-
based payment schemes in accordance with IFRS 2. For information on these long-term incentive programmes,
please refer to Note 40 ‘Share-based payments in accordance with IFRS 2’.
Provisions for litigation are formed for existing lawsuits. For further details on lawsuits, please refer to Note 38.
Miscellaneous provisions include various provisions that, taken individually, do not have a significant influence
on TUI Group’s economic position. This item includes provisions for dismantling obligations and compensation
claims from customers.
Changes in other provisions outside profit and loss primarily relate to changes in the group of consolidated
companies, foreign exchange differences and reclassifications within other provisions.
Where the difference between the present value and the settlement value of a provision is material for the
measurement of a non-current provision as at the balance sheet date, the provision is recognised at its present
value in accordance with IAS 37. The discount rate to be applied should take account of the specific risks of the
liability and of future price increases. This criterion applies to some items contained in TUI Group’s other
provisions. Additions to other provisions comprise an interest portion of € – 0.7 m (previous year € 7.5 m),
recognised as an interest expense.
C O N T E N T S
(31) Other provisions
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
€ million
Development of provisions in the financial year 2021
Balance as at
30 Sep 2020
Changes with
no effect on
profit and
loss *
Usage
Reversal
Additions
Balance
as at
30 Sep 2021
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 0 6
Maintenance provisions
Restructuring
provisions
Provisions for
environmental
protection
Provisions for
other taxes
Risks from onerous
contracts
Provisions for other
personnel costs
Provisions for litigation
Miscellaneous
provisions
Other provisions
734.9
274.7
52.4
46.4
13.6
36.0
18.8
39.9
4.2
–
0.5
– 7.6
– 0.8
0.6
63.7
150.3
0.8
2.1
7.6
1.7
1.8
125.6
1,302.4
– 10.4
26.4
32.4
260.4
17.2
42.8
2.9
0.7
5.5
2.9
0.9
21.0
93.9
100.4
71.6
3.3
7.1
53.6
6.5
11.1
794.3
157.4
52.0
51.2
46.5
37.1
27.8
75.0
328.6
136.8
1,303.1
* reclassifications, transfers, exchange differences and changes in the group of consolidated companies
Provisions for maintenance primarily relate to contractual maintenance, overhaul and repair requirements for
aircraft, engines and other specific components arising from aircraft lease contracts. Measurement of these
provisions is based on the expected cost of the next maintenance event, estimated on the basis of current
prices, expected price increases and manufacturers’ data sheets. In line with the terms of the individual
contracts and the aircraft model concerned, additions are recognised on a prorated basis in relation to flight
hours, the number of flights or the length of the complete maintenance cycle.
Restructuring provisions comprise severance payments to employees as well as payments for the early
termination of leases. They primarily relate to restructuring projects as part of our Global Realignment Pro-
gramme for which detailed, formal restructuring plans were drawn up and communicated to the parties
concerned. At the balance sheet date, restructuring provisions totalled € 157.4 m (previous year € 274.7 m),
for the most part relating to benefits for employees in connection with the termination of employment
contracts.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
Terms to maturity of other provisions
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
€ million
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
Maintenance provisions
Restructuring provisions
Provisions for environmental protection
Provisions for other taxes
Risks from onerous contracts
Provisions for other personnel costs
Provisions for litigation
Miscellaneous provisions
Other provisions
(32) Financial and lease liabilities
30 Sep 2021
30 Sep 2020
Remaining
term more
than 1 year
Total
Remaining
term more
than 1 year
569.7
48.3
44.8
21.9
18.4
28.7
5.1
26.7
763.6
794.3
157.4
52.0
51.2
46.5
37.1
27.8
136.8
1,303.1
615.3
146.6
49.1
26.4
2.1
28.4
5.4
38.8
912.1
Total
734.9
274.7
52.4
46.4
13.6
36.0
18.8
125.6
1,302.4
237 Notes to the Cash Flow
Financial and lease liabilities
Statement
238 Other Notes
248 Responsibility Statement
€ million
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
Convertible bonds
Bonds
Liabilities to banks
Other financial
liabilities
Financial
liabilities
Lease liabilities
30 Sep 2021
30 Sep 2020
Remaining term
Remaining term
up to 1
year
1– 5 years more than
5 years
Total
up to 1
year
1– 5 years more than
5 years
Total
13.5
–
247.6
–
119.3
2,264.3
508.7
–
100.7
522.2
119.3
2,612.6
–
–
560.9
–
298.9
3,298.6
–
–
94.2
–
298.9
3,953.7
23.5
43.1
–
66.6
16.4
–
–
16.4
284.6
623.3
2,426.7
1,738.1
609.4
868.0
3,320.7
3,229.4
577.3
687.3
3,597.5
1,693.5
94.2
1,019.1
4,269.0
3,399.9
Non-current financial liabilities decreased by € 655.6 m to € 3,036.1 m as against 30 September 2020. The
decline was primarily driven by a decrease in liabilities to banks of € 1,027.8 m and the early redemption
on 23 February 2021 of bonds issued by TUI on 26 October 2016 with a nominal volume of € 300.0 m.
This decline was recorded alongside an increase in liabilities from issuing a convertible bond of € 400.0 m
2 0 7
in April 2021, which was upsized by € 189.6 m in July 2021. The carrying amount of the liability compo-
nent of this convertible bond amounts to € 522.2 m. Furthermore, has TUI AG issued a bond with war-
rants worth € 150.0 m on 1 October 2020 as part of the funding package by the Federal Republic of
Germany, for which the Economic Stabilisation Fund (ESF) was the sole subscriber. The bond component
of this bond with warrants is carried under Financial liabilities in the table above in the line Bonds, the sepa-
rately tradable warrants are recognised in equity.
The early termination rights by TUI AG and the put options held by the holders of the convertible bond
and the bond with warrant represent embedded derivatives which were not separated in accordance
with IFRS 9 as they are classified as closely related to the host contract.
The core financing instrument is a syndicated revolving credit facility (RCF) totalling € 4.6 bn between TUI AG and
the former banking syndicate and KfW Bank when it joined the syndicate.
In July 2021, an agreement was made with the private banks and KfW to extend the maturity of the
credit facility by two years to summer 2024. This extension does not entail a substantial modification to
the terms and conditions of the contract.
In addition, there is a separate revolving credit facility granted by a banking syndicate totalling € 170.0 m.
As at 30 September 2021, the amounts drawn under the non-current revolving credit facilities totalled
€ 1,775.4 m.
Current financial liabilities declined from € 577.3 m as at 30 September 2020 by € 292.7 m year-on-year
to € 284.6 m. The decrease results from a reduction in current liabilities to banks.
As at 30 September 2021, an amount of € 77.6 m had been drawn from the current revolving credit facilities.
For more details on the terms and conditions of the credit facilities provided by KfW and the issuance of
the convertible bond in April 2021, please refer to the section ‘Going concern reporting according to the
UK Corporate Governance Code’.
Movements financial and lease liabilities
Movements financial and lease liabilities
Convertible
bonds
Bonds
Short-term
liabilities to
banks
Long-term
liabilities to
banks
Other
financial
liabilities
Total
financial
liabilities
Lease
liabilities
€ million
Convertible
bonds
Bonds
Short-term
liabilities to
banks
Long-term
liabilities to
banks
Other
financial
liabilities
Total
financial
liabilities
Lease
liabilities
–
298.8
560.9
3,392.9
16.4
4,269.0
3,399.9
506.9
– 184.5
– 9.1
– 1,347.1
50.2
– 983.6
– 587.2
–
–
–
–
– 0.2
– 2.7
3.8
– 16.1
15.3
5.0
– 307.9
338.1
–
–
–
– 2.9
– 17.2
– 12.3
47.6
50.5
386.3
522.2
119.3
247.5
2,365.1
66.6
3,320.7
3,229.4
Balance as at
1 Oct 2019
Payment in
the period
Changes in scope
of consolidation
Foreign exchange
movements
Other non-cash
movement
Balance as at
30 Sep 2020
–
–
–
–
–
–
297.8
74.9
795.0
19.3
1,187.0
3,861.5
–
–
–
1.0
480.5
2,812.8
– 2.3
3,291.0
– 612.4
– 34.6
– 277.1
– 0.3
40.4
11.0
51.2
–
–
– 0.6
– 311.7
– 7.2
10.7
92.0
– 145.4
303.4
298.8
560.9
3,392.9
16.4
4,269.0
3,399.9
€ million
Balance as at
1 Oct 2020
Payment in
the period
Changes in scope
of consolidation
Foreign exchange
movements
Other non-cash
movement
Balance as at
30 Sep 2021
Fair values and carrying amounts of the bonds at 30 Sep 2021
30 Sep 2021
30 Sep 2020
Issuer
Nominal
value
initial
Nominal
value
out-
standing
Interes
rate
% p. a.
Stock
market
value
Carrying
amount
Carrying
amount
Stock
market
value
TUI AG
TUI AG
589.6
300.0
589.6
–
5.000
2.125
583.7
–
583.7
522.2
–
522.2
–
269.5
269.5
–
298.9
298.9
€ million
2021 / 28
convertible
bond
2016 / 21 bond
Total
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 0 8
C O N T E N T S
(33) Other financial liabilities
(35) Other non-financial liabilities
Other financial liabilities include touristic advance payments received for tours canceled because of
COVID-19 restrictions of € 204.6 m (previous year € 351.0 m), for which immediate cash refund options
exist and which have to be repaid immediately if the customer chooses to receive a refund. Fore more
details, please refer to the section below.
Other non-financial liabilities
30 Sep 2021
30 Sep 2020
Remaining term
Remaining term
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
(34) Touristic advance payments received
Touristic advance payments received
153 Notes
153 Principles and
€ million
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 0 9
Touristic advance payments received as at 1 Oct 2019
Revenue recognised that was included in the balance at the beginning of the period
Increases due to cash received, excluding amounts recognised as revenue during the period
Reclassification to other financial liabilities
Customer refund repayments
Changes in the consolidation status
Other
Touristic advance payments received as at 30 Sep 2020
Revenue recognised that was included in the balance at the beginning of the period
Increases due to cash received, excluding amounts recognised as revenue during the period
Reclassification to other financial liabilities
Customer refund repayments
Changes in the consolidation status
Other
Touristic advance payments received as at 30 Sep 2021
2,911.2
– 1,811.0
3,023.3
– 351.0
– 1,897.7
– 76.4
– 28.3
1,770.1
– 444.4
1,691.9
– 61.3
– 609.9
– 6.0
39.0
2,379.4
Apart from the immediate cash refund option in certain jurisdictions, TUI Group offers its customers
voucher / refund credits for trips canceled because of the COVID-19 crisis. If these voucher / refund credits are
not used for future bookings within a specified period, the customer is entitled to a refund of the voucher
value. The entitlement to a refund of the voucher value represents a financial liability. Due to the high level of
uncertainty regarding the further development of the COVID-19 crisis and customer behavior, it is not possible
for TUI Group to reliably estimate the extent of utilisation of the voucher / refund credits for future bookings.
As at 30 September 2021 the touristic advance payments received include € 2.4 m (previous year € 184.8 m) of
advance payments for cancelled trips for which customers have received voucher / refund credits which may
have to be refunded after a certain period of time.
€ million
up to 1 year
1– 5 years
Total
up to 1 year
1– 5 years
Other liabilities relating to employees
Other liabilities relating to
social security
Other liabilities relating to other taxes
Other miscellaneous liabilities
Deferred income
Other non-financial liabilities
201.5
33.7
235.2
184.9
24.3
50.2
20.8
195.5
50.0
518.0
–
–
5.7
166.9
206.3
50.2
20.8
201.2
216.9
724.3
44.3
19.7
149.2
49.7
447.8
–
–
5.6
168.5
198.4
Total
209.2
44.3
19.7
154.8
218.2
646.2
(36) Liabilities related to assets held for sale
As at 30 September 2021, liabilities related to assets held for sale amounted to € 50.6 m. These liabilities exclu-
sively relate to the ‘Nordotel’ disposal group. In this context, we refer to the note 23 ‘Assets held for sale’.
Disposal group ‘Nordotel’
€ million
Lease liabilities
Trade payables
Other non-financial liabilities
Other provisions and liabilities
Total
30 Sep 2021
23.9
19.5
5.0
2.2
50.6
As at 30 September 2020, liabilities related to assets held for sale totalled € 24.5 m. These liabilities resulted
from the expected transfer of an aircraft to a TUI Group associate, which was implemented at the beginning
of the financial year under review. For further details, please refer to the section ‘Divestments’.
C O N T E N T S
(37) Contingent liabilities
(40) Share-based payments in accordance with IFRS 2
As at 30 September 2021, contingent liabilities amounted to € 102.8 m (previous year € 165.6 m). They are
mainly attributable to the granting of guarantees for the benefit of hotel and cruises activities and are
reported at an amount representing the best estimate of the expenditure required to meet the potential
obligation at the balance sheet date.
As at 30 September 2021, all existing awards except the employee share programme ‘oneShare’ are recognised
as cash-settled share-based payment schemes.
The following share-based payment schemes are in effect within TUI Group as at 30 September 2021.
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 1 0
175 Notes to the Consolidated
(39) Other financial commitments
(38) Litigation
TUI AG and its subsidiaries are involved in several pending or foreseeable court or arbitration proceedings,
which do not have a significant impact on their economic position as at 30 September 2021 or future periods.
This also applies to actions claiming warranty, repayment or any other compensation in connection with the
divestment of subsidiaries and business units over the past few years. As in previous years, the Group
recognised adequate provisions, partly covered by expected insurance benefits, to cover all probable financial
charges from court or arbitration proceedings.
Other financial commitments
€ million
Order commitments in respect
of capital expenditure
Other financial commitments
Total
30 Sep 2021
30 Sep 2020
up to
1 year
Remaining term
more
than 5
years
1– 5
years
Total
up to
1 year
Remaining term
more
than 5
years
1 – 5
years
Total
456.5
51.8
508.3
1,769.5
37.0
1,806.5
160.1
2.9
163.0
2,386.1
91.7
2,477.8
465.9
99.0
564.9
2,028.9
110.8
2,139.7
54.2
2.9
57.1
2,549.0
212.7
2,761.7
1 . P H A N T O M S H A R E S I N T H E F R A M E W O R K O F T H E L O N G T E R M I N C E N T I V E P L A N ( LT I P )
1 .1 LT I P W I T H S H A R E A L L O C AT I O N F R O M F I N A N C I A L Y E A R 2 0 2 0 ( LT I P E P S 2 0 – 2 1 )
Since the 2020 financial year, the Long Term Incentive Plan (LTIP) consists of a programme based on phantom
shares and is measured over a period of four years (performance reference period). The phantom shares are
allocated in annual tranches.
All Executive Board members have their individual target amounts defined in their service contracts. At the
beginning of each financial year, this target amount is translated into a preliminary number of phantom
shares based on the target amount. It constitutes the basis for the determination of the performance-related
pay after the end of the performance reference period. In order to determine that number, the target
amount is divided by the average Xetra share price of TUI AG shares during the 20 trading days prior to
the beginning of the performance reference period (1 October of any one year). The entitlement under the
long-term incentive programme arises upon completion of the four-year performance reference period and
is subject to attainment of the relevant target.
The performance target for determining the amount of the final payout after the end of the performance
reference period is the average development over four years of the earning per share based on a pro-forma
adjusted EPS from continuing operations (Earnings per Share – EPS) as reported in the annual report of the
company. The average development of EPS per annum (in percent) is derived from the four equally weighted
yearly EPS development values (in percent). Each yearly EPS development value is calculated as the quotient
of the EPS of the current financial year and the EPS of the previous financial year. The initial EPS value used
to determine the target achievement is calculated at the beginning of the performance period from the first
EPS in the performance period and the last EPS before the performance period.
Target achievement for the average development of EPS per annum based on the annual amounts is determined
as follows:
Order commitments in respect of capital expenditure relate almost exclusively to tourism and decreased by
€ 162.9 m year-on-year as at 30 September 2021. A new obligation for a cruise ship was more than off-set by
delivery of aircraft and reduction in hotel commitments.
• An average absolute EPS of less than 50 % of the absolute EPS value determined at the beginning of the
performance period corresponds to target achievement of 0 %.
• An average absolute EPS of 50 % of the absolute EPS value determined at the beginning of the performance
period corresponds to target achievement of 25 %.
• An average absolute EPS of 50 % or more of the absolute EPS value determined at the beginning of the per-
formance period up to an average increase of 5 % corresponds to target achievement of 25 % to 100 %.
• An average increase of 5 % p. a. corresponds to target achievement of 100 %.
• An average increase of 5 % to 10 % p. a. corresponds to target achievement of 100 % to 175 %.
• An average increase of 10 % or more p. a. corresponds to target achievement of 175 %.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 11
For an average absolute EPS of 50 % or more of the absolute EPS value determined at the beginning of the
performance period up to an average increase of 5 %, corresponding to a target achievement of 25 % to
100 %, and an average increase of 5 % to 10 % p. a., corresponding to a target achievement of 100 % to
175 %, linear interpolation is used to determine the degree of target achievement. The degree of target
achievement is rounded to two decimal places, as is customary in commercial practice.
If the prior-year EPS amounts to less than € 0.50, the Supervisory Board defines new absolute targets for
EPS as well as minimum and maximum amounts for determining the percentage target achievement for each
subsequent financial year in the performance reference period.
In order to determine the final number of phantom shares, the degree of target achievement is multiplied by
the preliminary number of phantom shares on the final day of the performance reference period. The payout
amount is determined by multiplying the final number of phantom shares by the average Xetra share price
of TUI AG shares over the 20 trading days prior to the end of the performance reference period (30 September
of any one year). The payout amount determined in this way is paid out in the month of the approval and
audit of TUI Group’s annual financial statements for the relevant financial year. If the service contract begins
or ends in the course of the financial year relevant for the allocation of the LTIP, the entitlement to payment
of the LTIP is determined on a pro rata basis.
In case of a capital increase from company funds, the number of preliminary phantom shares would increase
at the same ration as the nominal value of the share capital. In case of a capital decrease without return of
capital, the number of preliminary phantom shares would decrease at the same ration as the nominal value
of the share capital. In case of a capital increase against contributions, a capital decrease with return of
capital or any other capital or structural measures that have an effect on the share capital and cause a material
change in the value of the TUI AG share, the number of preliminary phantom shares would also be adjusted.
The Supervisory Board is entitled, at reasonable discretion, to make adjustments to neutralize any negative
or positive effects from such capital or structural measures. The same rule applies in case of a change in
share price due to the payment of an unusually high superdividend.
The maximum LTIP payout is capped at 240 % of the individual target amount for each performance reference
period. This means that there is an annual LTIP cap which is determined individually for each Executive Board
member. The Supervisory Board is furthermore, according to section 87 para. 1 cl. 3 German stock corporation
law, authorized to cap the LTIP payout in case of extraordinary circumstances (e. g. company mergers, segment
disposals, recognition of hidden reserves or external influences).
1 . 2 LT I P W I T H S H A R E A L L O C AT I O N I N F I N A N C I A L Y E A R S 2 0 18 A N D 2 0 19 ( LT I P E P S18 – 19 )
Since the 2018 financial year, the LTIP has consisted of a phantom share-based programme and has been
measured over a duration of four years (performance reference period) upon achievement of a total
shareholder return (TSR) target and an earnings per share (EPS) target. The phantom shares are allocated
in annual tranches.
All Executive Board members have their individual target amounts defined in their service contracts. At the
beginning of each financial year, this target amount is translated into a preliminary number of phantom
shares based on the target amount. It constitutes the basis for the determination of the performance-related
pay after the end of the performance reference period. In order to determine that number, the target
amount is divided by the average Xetra share price of TUI AG shares during the 20 trading days prior to the
beginning of the performance reference period (1 October of any one year). The entitlement under the long-
term incentive programme arises upon completion of the four-year performance reference period and is
subject to attainment of the relevant target.
The performance target for determining the amount of the final payout after the end of the performance
reference period is the development of TSR of TUI AG relative to the development of the TSR of the STOXX
Europe 600 Travel & Leisure (Index). The relative TSR is included in the determination of target achievement
with a weighting of 50 %. The degree of target achievement is determined as a function of TUI AG’s TSR rank
in comparison with the TSR ranks of the index companies over the performance reference period. In order
to determine TUI AG’s relative TSR, the TSR ranks established for TUI’s peer companies are sorted in descending
order. TUI AG’s relative TSR is expressed as a percentile (percentile rank).
The TSR is the aggregate of all share price increases plus the gross dividends paid over the performance refer-
ence period. Data from recognised data providers (e. g. Bloomberg, Thomson Reuters) is used to establish the
TSR ranks for TUI AG and the index companies. The reference used to determine the ranks is the composition
of the index on the last day of the performance reference period. The values for companies that were not
listed over the entire performance reference period are factored in on a pro rata basis. The degree of target
achievement (in percent) is established as follows for TUI AG’s relative TSR based on the percentile:
• A percentile below the median of the index corresponds to target achievement of 0 %.
• A percentile equal to the median corresponds to target achievement of 100 %.
• A percentile constituting the maximum value corresponds to target achievement of 175 %.
For a percentile between the median and the maximum value, linear interpolation is used to determine the
degree of target achievement at between 100 % and 175 %. The degree of target achievement is rounded to
two decimal places, as is customary in commercial practice.
Moreover the average development of EPS per annum is included in the LTIP as an additional Group indicator
with a weighting of 50 %. The averages determined for the four-year performance reference period are based on
pro forma underlying earnings per share from continuing operations, as already reported in the Annual Report.
Target achievement for the average development of EPS per annum based on the annual amounts is deter-
mined as follows:
• An average increase of less than 3 % p. a. corresponds to target achievement of 0 %.
• An average increase of 3 % p. a. corresponds to target achievement of 25 %.
• An average increase of 5 % p. a. corresponds to target achievement of 100 %.
• An average increase of 10 % or more p. a. corresponds to target achievement of 175 %.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 12
For an average increase of 3 % to 5 % p. a., linear interpolation is used to determine the degree of target
achievement at between 25 % and 100 %. Linear interpolation is used for an average increase of between
5 % and 10 % or more p. a. to determine target achievement at between 100 % and 175 %. Here, too, the
degree of target achievement is rounded to two decimal places, as is customary in commercial practice.
If the prior-year EPS amounts to less than € 0.50, the Supervisory Board defines new absolute targets for
EPS as well as minimum and maximum amounts for determining the percentage target achievement for each
subsequent financial year in the performance reference period.
The degree of target achievement (in percent) is calculated from the average target achievement for the
performance targets ‘relative TSR of TUI AG’ and ‘EPS’. In order to determine the final number of phantom
shares, the degree of target achievement is multiplied by the preliminary number of phantom shares on the
final day of the performance reference period. The payout amount is determined by multiplying the final
number of phantom shares by the average Xetra share price of TUI AG shares over the 20 trading days prior to
the end of the performance reference period (30 September of any one year). The payout amount determined
in this way is paid out in the month of the approval and audit of TUI Group’s annual financial statements for
the relevant financial year. If the service contract begins or ends in the course of the financial year relevant for
the allocation of the LTIP, the entitlement to payment of the LTIP is determined on a pro rata basis.
The maximum LTIP payout is capped at 240 % of the individual target amount for each performance refer-
ence period. This means that there is an annual LTIP cap which is determined individually for each Executive
Board member.
1 . 3 LT I P W I T H S H A R E A L L O C AT I O N U P T O A N D I N C L U D I N G F I N A N C I A L Y E A R 2 0 18 ( LT I P )
As Mr Baier stepped down from the Executive Board as scheduled, the remuneration system which was
replaced in financial year 2018 continues to apply for him in relation to the LTIP. It affects the tranches
allocated to Mr Baier up until and including financial year 2018, which, however, had not yet been paid
out and were therefore not yet taken into account as granted and owed remuneration within the meaning of
section 162 (1) sentence 1 of the German Stock Corporation Act due to the four-year performance period.
The performance period for the last tranche agreed under his contract ended with the close of financial
year 2021.
The performance target for determining the amount of the final payout after the end of the performance
reference period is the development of the total shareholder return (TSR) of TUI AG relative to the development
of the TSR of the STOXX Europe 600 Travel & Leisure (Index). To that end, the rank of the TSR of TUI AG in
relation to the index companies is monitored over the entire performance reference period. The TSR is the
aggregate of all share price increases plus the gross dividends paid over the performance reference period. Data
from a recognised data provider (e. g. Bloomberg, Thomson Reuters) is used to establish the TSR values for
TUI AG and the index. The reference for determining the ranks is the composition of the index on the last day of
the performance reference period. The values for companies that were not listed over the entire performance
reference period are factored in on a pro rata basis. The degree of target achievement is established as follows
depending on the TSR rank of TUI AG relative to the TSR values of the index companies over the performance
reference period:
• A TSR value of TUI AG equivalent to the bottom or second to bottom rank of the index corresponds to
target achievement of 0 %.
• A TSR value of TUI AG equivalent to the third to bottom rank of the index corresponds to target achievement
of 25 %.
• A TSR value of TUI AG equivalent to the median of the index corresponds to target achievement of 100 %.
• A TSR value of TUI AG equivalent to the third to top, second to top or top rank of the index corresponds to
target achievement of 175 %.
For performance between the third to bottom and the third to top rank, linear interpolation is used to determine
the degree of target achievement at between 25 % and 175 %. The degree of target achievement is rounded to
two decimal places, as is customary in commercial practice.
In order to determine the final number of phantom shares, the degree of target achievement is multiplied by
the preliminary number of phantom shares on the final day of the performance reference period. The payout
amount is determined by multiplying the final number of phantom shares by the average Xetra share price
of TUI AG shares over the 20 trading days prior to the end of the performance reference period (30 Septem-
ber of any one year). The payout amount determined in this way is paid out in cash in the month of the adoption
of the annual financial statements of TUI AG for the fourth financial year of the performance reference period.
If the service contract begins or ends in the course of the financial year relevant for the allocation of the LTIP,
the entitlement to payment of the LTIP is determined on a pro rata basis.
The LTIP consists of a programme based on phantom shares and is measured over a term of four years
(performance period). The phantom shares are allocated in annual tranches.
There is an annual LTIP cap individually defined for each Executive Board member.
For Executive Board members, an individual target amount (Target Amount) is determined in their service
contract. At the beginning of each financial year, a preliminary number of phantom shares is determined in rela-
tion to the target amount. This number constitutes the basis for determining the final performance-based
payment after the end of the respective performance reference period. In order to determine that number, the
target amount is divided by the average Xetra share price of TUI AG shares over the 20 trading days prior to the
beginning of the performance reference period (1 October of any one year). The claim to a payment only arises
upon expiry of the performance reference period, subject to attainment of the respective performance target.
1 . 4 R E M U N E R AT I O N R E S T R I C T I O N S D U E T O F R A M E W O R K A G R E E M E N T I I W I T H T H E
E C O N O M I C S TA B I L I S AT I O N F U N D
On 4 January 2021, TUI AG concluded a framework agreement with the Economic Stabilisation Fund on
the granting of stabilisation measures, fixing a number of provisions for the remuneration of the Executive
Board members during the use of these measures. Accordingly, each Executive Board member already
appointed on 31 December 2019 must not receive compensation beyond the basic remuneration of the
respective Board member as at 31 December 2019 unless at least 75 % of the stabilisation measure has
been repaid (taking account of potential Group remuneration in the event of dual employment by another
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 13
Group company). The framework agreement also sets out that TUI AG does not grant and therefore does
not entitle Executive Board members to ‘any other remuneration components or services in the free
discretion of the Company or any legally unjustified severance payments, taking account of potential
Group remuneration bonuses, other variable or comparable compensation components or special payments
in the form of share packages, bonuses or other separate remuneration’.
P E R F O R M A N C E S H A R E P L A N ( P S P )
The PSP details the share-based payments for entitled Group executives who are not part of the Board. The
current scheme principles of the ongoing PSPs have been in effect since 2019 and have been additionally adjust-
ed accordingly with retroactive effect for all outstanding tranches. The scheme conditions are harmonized with
the LTIP EPS20– 21 of the Board members with the notable exceptions of a three year performance period in-
stead of four years. Target amounts and allocation frequency are subject to individual contractual agreements.
E M P L O Y E E S H A R E P R O G R A M M E ‘ O N E S H A R E ’
Eligible employees can acquire TUI AG shares under preferential conditions when participating in the one-
Share programme. The preferential conditions include a discount on ‘investment’ shares bought during a
twelve month investment period plus one ‘matching’ share per three held investment shares, after a lock up
period of two years. Investment shares are created via capital increase, while matching shares are bought on
the open market. Eligible employees decide once a year about their participation in oneShare. As the investment
and matching shares as well as the Golden shares are equity instruments of TUI AG, oneShare is accounted
for as an equity-settled share-based payment scheme in line with IFRS 2. Once all eligible employees have
decided upon their yearly participation, the fair value of the equity instrument granted is calculated once
and fixed for each tranche on the basis of the proportional shares price at grant date taking into considera-
tion the discounted estimated dividends.
Since LTIP EPS20– 21 and PSP follow common scheme principles, the following development of allocated
phantom shares under the programmes are shown on an aggregated basis.
In 2021, no new tranche of oneShare was launched. The matching date occurred for Tranche 2 on 30 Septem-
ber 2020 and the matching shares of Tranche 2 were subsequently transferred to participants who still held
their investment shares at the beginning of the financial year.
Development of phantom shares allocated (LTIP EPS20, LTIP EPS18– 19, LTIP & PSP)
The development of acquired investment and estimated matching shares, as well as the parameters used for
the calculation of the fair value are as follows:
LTIP EPS20– 21 & PSP *
LTIP EPS18 – 19
Number
of shares
Present
value
€ million
Number
of shares
Present
value
€ million
Number
of shares
Balance as at 30 Sep 2019
Phantom shares allocated
Phantom shares exercised
Phantom shares forfeited
Measurement results
Balance as at 30 Sep 2020
Phantom shares allocated
New virtual shares allocated
from subscription rights
Phantom shares exercised
Phantom shares forfeited
Measurement results
Balance as at 30 Sep 2021
855,102
1,559,378
– 127,855
– 429,034
–
1,857,591
3,775,181
1,552,117
– 342
– 469,346
–
6,715,201
9.1
15.4
– 1.3
– 4.2
– 12.6
6.4
13.0
–
–
– 1.6
6.5
24.3
763,460
–
–
–
–
763,460
–
448,272
–
– 567,103
–
644,629
* In the prior year, the PSP was shown in the LTIP column.
8.1
–
–
–
– 5.5
2.6
–
–
–
– 2.1
1.8
2.3
363,950
–
– 13,653
– 293,790
–
56,507
–
–
– 14,127
– 42,380
–
–
LTIP *
Present
value
€ million
3.9
–
–
– 1.0
– 2.7
0.2
–
–
–
– 0.2
–
–
Overview oneShare tranches
Investment period
Matching date
Acquired investment shares
thereof forfeited investment shares
Distributed / Estimated matching shares
thereof forfeited matching shares
Share price at grant date
Fair value: Discount per investment share
recognised estimated dividend
Fair value: matching share
recognised discounted estimated dividend
in €
in €
in €
in €
in €
Tranche 1
(2017 / 3)
Tranche 2
(2017 / 7)
Tranche 3
(2018 / 7)
Tranche 4
(2019 / 7)
1.4.2017 –
31.7.2017
30.9.2019
349,941
1,228
116,647
15,256
12.99
2.60
–
11.65
1.34
1.8.2017 –
31.7.2018
30.9.2020
524,619
10,216
174,873
23,953
13.27
2.02
0.63
11.15
2.11
1.8.2018 –
31.7.2019
30.9.2021
1,152,598
32,859
384,199
67,181
18.30
2.94
0.72
15.93
2.37
1.8.2019 –
31.7.2020
30.9.2022
1,394,512
31,724
464,837
38,297
8.99
1.26
0.54
7.17
1.82
C L O S E D S H A R E - B A S E D PAY M E N T S C H E M E S
The following share-based payment schemes are closed, resulting in no new awards being granted.
Awards made in the past remain valid and will vest according to the respective plan conditions.
T U I A G S T O C K O P T I O N P L A N
The stock option plan for qualifying Group executives below Board level was closed during financial year 2016.
The last tranche was granted in February 2016 and vested in February 2018.
Eligible Group executives were granted bonus payments at the time, translated into phantom shares in
TUI AG on the basis of an average share price. The phantom shares were calculated on the basis of Group
earnings before interest, taxes and amortisation of goodwill (EBITA). The translation into phantom shares
was based on the average share price of the TUI share on the 20 trading days following the Supervisory
Board meeting at which the annual financial statements were approved. The number of phantom shares
granted in a financial year was, therefore, only determined in the subsequent year. Following a lock-up
period of two years, the individual beneficiaries are free to exercise their right to cash payment from this.
Following significant corporate news, the entitlements have to be exercised within defined timeframes.
The lock-up period is not applicable if a beneficiary leaves the Company; in that case, the entitlements
have to be exercised in the next time window. The level of the cash payment depends on the average
share price of the TUI share over a period of 20 trading days after the exercise date. There are no absolute
or relative return or share price targets. A cap has been agreed for exceptional, unforeseen developments. Since
the strike price is € 0.00 and the incentive programme does not entail a vesting period, the fair value corre-
sponds to the intrinsic value and hence the market price at the balance sheet date. Accordingly, the fair
value of the obligation is determined by multiplying the number of phantom shares with the share price
at the respective reporting date.
As at 30 September 2021, 36,059 share options (valued at € 0.1 m) were vested and outstanding. The plan
is closed. However, in the completed financial year, additional phantom shares were allocated, in analogy to
subscription rights resulting from capital measures such as the capital increase resolved on 5 January 2021
at TUI AG’s Extraordinary General Meeting. No share options were exercised (total value of € 0.0 m), and no
options were forfeited.
In financial year 2021, personnel expenses due to share-based payment schemes with cash compensation of
€ 1.9 m (previous year income of € 6.5 m) were recognised through profit and loss.
Overall, personnel expenses due to equity-settled share-based payment schemes of € 1.6 m (previous
year € 5.1 m) were recognised through profit or loss in financial year 2021.
As at 30 September 2021, provisions relating to entitlements under these long-term incentive programmes
totalled € 12.2 m (previous year € 9.7 m).
(41) Financial instruments
R I S K S A N D R I S K M A N A G E M E N T
R I S K M A N A G E M E N T P R I N C I P L E S
Due to the nature of its business operations, the TUI Group is exposed to various financial risks, including
market risks (consisting of currency risks, interest rate risks and market price risks), credit risks and liquidity
risks.
In accordance with TUI Group’s financial goals, financial risks have to be mitigated. In order to achieve this,
policies and procedures have been developed to manage risk associated with financial transactions undertaken.
The rules, responsibilities and processes as well as limits for transactions and risk positions have been defined
in policies. The trading, processing and control have been segregated in functional and organisational terms.
Compliance with the policies and limits is continually monitored. All hedges by the TUI Group are consistently
based on recognised or forecasted underlying transactions. Standard software is used for assessing, monitoring,
reporting, documenting and reviewing the effectiveness of the hedging relationships for the hedges entered
into. In this context, the fair values of all derivative financial instruments determined on the basis of the
Group’s own systems are regularly compared with the fair value confirmations from the external counterparties.
The processes, the methods applied and the organisation of risk management are reviewed for compliance
with the relevant regulations on at least an annual basis by the internal audit department and external auditors.
A C C O U N T I N G F O R S H A R E - B A S E D PAY M E N T S C H E M E S
As at 30 September 2021, all existing awards except oneShare are recognised as cash-settled share-
based payment schemes and are allocated with an exercise price of € 0.00. The personnel expense is
recognised upon actual delivery of service according to IFRS 2 and is, therefore, spread over a period of
time. According to IFRS 2, all contractually granted entitlements have to be accounted for, irrespective of
whether and when they are actually allocated. Accordingly, phantom shares allocated in the past are
charged on a pro rata basis upon actual delivery of service.
Within the TUI Group, financial risks primarily arise from cash flows in foreign currencies, fuel requirements
(jet fuel and bunker oil) and financing via the money and capital markets. In order to limit the risks from
changes in exchange rates, market prices and interest rates for underlying transactions, the TUI Group uses
over-the-counter derivative financial instruments. These are primarily fixed-price transactions. In addition,
the TUI Group also uses options and structured products. Use of derivative financial instruments is confined
to internally fixed limits and other policies. The transactions are concluded on an arm’s length basis with
counterparties operating in the financial sector, whose counterparty risk is regularly monitored. Foreign
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 14
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 15
exchange translation risks from the consolidation of Group companies not preparing their accounts in euros
are not hedged.
M A R K E T R I S K
Market risks result in fluctuations in earnings, equity and cash flows. Risks arising from input cost volatility
are more fully detailed in the risk report section of the management report. In order to limit or eliminate
these risks, the TUI Group has developed various hedging strategies, including the use of derivative financial
instruments.
IFRS 7 requires the presentation of a sensitivity analysis showing the effects of hypothetical changes in
relevant market risk variables on profit or loss and equity. The effects for the period are determined by relating
the hypothetical changes in risk variables to the portfolio of primary and derivative financial instruments
as at the balance sheet date. It is assured that the portfolio of financial instruments as at the balance
sheet date is representative for the entire financial year.
The analyses of the TUI Group’s risk reduction activities outlined below and the amounts determined using
sensitivity analyses represent hypothetical and thus uncertain risks. Due to unforeseeable developments in the
global financial markets, actual results may deviate substantially from the disclosures provided. The risk
analysis methods used must not be considered a projection of future events or losses, since the TUI Group
is also exposed to risks of a non-financial or non-quantifiable nature. These risks primarily include sovereign,
business and legal risks not covered by the following presentation of risks.
C U R R E N C Y R I S K
The business operations of the TUI Group’s companies generate payments or receipts denominated in foreign
currencies, which are not always matched by payments or receipts with equivalent terms in the same currency.
Using potential netting effects (netting of payments made and received in the same currency with identical or
similar terms), the TUI Group enters into appropriate hedges with external counterparties in order to protect
its profit margin from exchange rate-related fluctuations.
Within the TUI Group, risks from exchange rate fluctuations are hedged, with the largest hedging volumes
relating to US dollars, euros and pound sterling. The Eurozone limits the currency risk from transactions in
the key tourist destinations to Group companies whose functional currency is not the euro. The tourism
business operations are mainly affected by changes in the value of the US dollar and the euro, the latter
predominantly affecting the TUI tour operators in the UK and the Nordic countries. In tourism operations,
payments in US dollars primarily relate to the procurement of services in non-European destinations, purchases
of jet and ship fuel and aircraft and cruise ship purchases or charter.
The tourism companies use financial derivatives to hedge their planned foreign exchange requirements.
They aim to cover 80 % to 100 % of the planned currency requirements at the beginning of the tourism
season. In this regard, account is taken of the different risk profiles of the TUI Group companies. The hedged
currency volumes are adjusted in line with changes in planned requirements based on reporting by business
units. Due to the COVID-19 pandemic, entering into new financial derivatives to hedge the planned foreign
exchange requirements was temporarily paused, resulting in the current hedging ratios for the upcoming
winter season being lower than the target hedging ratios. Hedging has now resumed with the aim of matching
hedge ratios with the respective target hedging ratios for future seasons.
Currency risks within the meaning of IFRS 7 arise from primary and derivative monetary financial instruments
issued in a currency other than the functional currency of a company. Exchange rate-related differences
from the translation of financial statements into the Group’s presentation currency are not taken into account.
Taking account of the different functional currencies within the TUI Group, the sensitivity analyses of the
currencies identified as relevant risk variables are presented below. A 10 % strengthening or weakening of
the respective functional currencies, primarily euro and pound sterling, against the other currencies would
cause the following effects on the revaluation reserve and earnings after income tax:
Sensitivity analysis – currency risk
€ million
30 Sep 2021
30 Sep 2020
Variable: Foreign exchange rate
+ 10 %
– 10 %
+ 10 %
– 10 %
Exchange rates of key currencies
€ / US dollar
Revaluation reserve
Earnings after income taxes
Pound sterling / €
Revaluation reserve
Earnings after income taxes
Pound sterling / US dollar
Revaluation reserve
Earnings after income taxes
€ / Swedish krona
Revaluation reserve
Earnings after income taxes
–
– 30.1
+ 1.2
– 76.2
+ 0.9
– 18.4
–
–
–
+ 36.9
– 1.2
+ 91.9
– 0.9
+ 28.3
–
+ 0.1
– 27.6
– 62.0
– 13.4
– 54.2
– 26.1
+ 287.4
+ 4.0
+ 6.3
+ 25.5
+ 75.2
+ 14.9
+ 63.1
+ 26.3
– 355.8
– 5.4
– 8.4
I N T E R E S T R AT E R I S K
The TUI Group is exposed to interest rate risks from floating-rate primary and derivative financial instruments.
Where interest-driven cash flows of floating-rate primary financial instruments are converted into fixed cash
flows using derivative hedges and the critical terms of the hedging transaction are the same as those of the
hedged items they are not exposed to an interest rate risk. No interest rate risk exists for fixed-interest
financial instruments carried at amortised cost.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
Changes in market interest rates mainly impact floating-rate primary financial instruments and derivative
financial instruments entered into in order to reduce interest-induced cash flow fluctuations.
increase in fuel prices in the past twelve months, the expectation is that the volatility of fuel prices will
return to the level of before the COVID-19 pandemic, so that the sensitivity of market prices is adjusted
to plus 10 %.
The table below presents the equity and earnings after income taxes effects of an assumed increase or
decrease in the market interest rate of 50 basis points as at the balance sheet date.
Sensitivity analysis – interest rate risk
Sensitivity analysis – fuel price risk
€ million
30 Sep 2021
30 Sep 2020
€ million
30 Sep 2021
30 Sep 2020
Variable: Fuel prices for aircraft and ships
+ 10 %
+ 2.1
+ 10.1
– 10 %
– 2.0
– 10.1
+ 15 %
– 10 %
+ 5.5
+ 56.9
– 5.2
– 35.9
Variable: Interest rate level for
floating interest-bearing debt
Revaluation reserve
Earnings after income taxes
+ 50 basis
points
– 50 basis
points
+ 50 basis
points
– 50 basis
points
Revaluation reserve
Earnings after income taxes
–
+ 2.9
–
– 2.9
–
– 9.2*
+ 0.9
+ 8.6*
* The change by € 296.2 m compared to the published TUI Group’s consolidated financial statements for financial year 2020 results from
171 Segment Reporting
a correction in the determination of the sensitivities of the floating-rate primary financial instruments.
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 16
F U E L P R I C E R I S K
Due to the nature of its business operations, the TUI Group is exposed to market price risks from the
purchase of fuel for the aircraft fleet and the cruise ships.
The tourism companies use financial derivatives to hedge their exposure to market price risks for the
planned consumption of fuel. At the beginning of the touristic season the target hedging ratio is at least
80 %. The different risk profiles of the Group companies operating in different source markets are taken
into account, including the possibility of levying fuel surcharges. The hedging volumes are adjusted for
changes in planned consumption as identified by the Group companies. Due to the COVID-19 pandemic,
entering into new financial derivatives to hedge the planned fuel requirements was temporarily paused,
resulting in the current hedging ratios for the upcoming winter season being lower than the target hedging
ratios. Hedging has now resumed with the aim of matching hedge ratios with the respective target hedging
ratios for future seasons.
If the commodity prices, which underlie the fuel price hedges, increase or decrease by 10 % (previous
year + 15 % / – 10 %), on the balance sheet date, the impact on equity and on earnings after income taxes
would be as shown in the table below. The adjustment in the sensitivity of market prices from plus 10 %
to plus 15 % in the previous year was based on the assumption that an above-average increase in fuel
prices could be expected in the context of a recovery in demand for flight capacity. After the significant
O T H E R P R I C E R I S K S
Apart from the financial risks that may result from changes in exchange rates, commodity prices and interest
rates, the TUI Group is not exposed to significant price risks at the balance sheet date.
C R E D I T R I S K
The credit risk in non-derivative financial instruments results from the risk of counterparties defaulting
on their contractual payment obligations.
Maximum credit risk exposure corresponds to the total of the recognised carrying amounts of the finan-
cial assets (including derivative financial instruments with positive market values). Furthermore, there
are no material financial guarantees for the discharge of liabilities. Where legally enforceable, financial
assets and liabilities are netted. Credit risks are reviewed closely on conclusion of the contract and con-
tinually monitored thereafter in order to swiftly respond to potential impairment in a counterparty’s
solvency. Responsibility for handling the credit risk is generally held by the Group company holding the
receivable.
Since TUI Group operates in many different business areas and regions, significant credit risk concentrations
of receivables from and loans to specific debtors or groups of debtors are not to be expected. A signifi-
cant concentration of credit risks related to specific countries is not to be expected either. As in the previous
year, at the balance sheet date, there is no material collateral held, or other credit enhancements that reduce the
maximum credit risk. Collateral held relates exclusively to financial assets of the category trade receivables and
other receivables. The collateral mainly comprises collateral for financial receivables granted and maturing in
more than one year and / or with a volume of more than € 1.0 m. Real property rights, directly enforce-
able guarantees, bank guarantees and comfort letters are used as collateral.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
Credit management also covers the TUI Group’s derivative financial instruments. The maximum credit
risk for derivative financial instruments entered into is limited to the total of all positive market values of
these instruments since in the event of counterparty default asset losses would only be incurred up to
that amount. Since derivative financial instruments are concluded with different debtors, credit risk exposure
is reduced. The specific credit risks of individual counterparties are taken into account in determining the
fair values of derivative financial instruments. In addition, the counterparty risk is continually monitored
and controlled using internal bank limits.
IFRS 9 requires entities to recognise expected losses for all financial assets held at amortised cost and
for financial assets constituting debt instruments and measured at FVTOCI (Fair Value Through Other
Comprehensive Income). In TUI Group, the items affected are financial instruments recognised at amortised
cost in the following categories: trade receivables and other receivables with the sub-classes trade receivables,
advances and loans, other receivables and assets as well as lease receivables. Additional classes are other
financial assets and cash and cash equivalents. In determining expected losses, IFRS 9 distinguishes between
the general and the simplified approach to impairment.
Under the general approach to impairment, financial assets are classified into three stages. Stage 1 is where
financial assets are recognised for the first time or where credit risk has not increased significantly since initial
recognition. At this stage, the expected bad debt losses that may arise from possible default events within
the next 12 months after the respective balance sheet date are reported. For financial assets in stage 1,
entities are required to recognise 12-month Expected Credit Losses (ECL). Stage 2 is where credit risk
has increased significantly since initial recognition. Stage 3 includes financial assets that additionally have
objective evidence of impairment alongside the criteria of stage 2. Stages 2 and 3 show lifetime ECL.
Under the simplified approach to impairment, a loss allowance is carried at an amount equal to life-time
ECL at initial recognition for trade receivables and lease receivables, regardless of the credit quality of
the accounts receivable and the lease receivables. TUI uses a provision matrix to determine the expected
loss for trade receivables and lease receivables. Average historical observed default rates are determined
for the following maturity bands. Not overdue, less than 30 days past due, 30– 90 days, 91– 180 days and
more than 180 days past due. The loss rates determined are adjusted by credit default swap (CDS) rates
in order to take account of forward-looking information. The adjusted loss rates are based on average
rates for the past few years. The economic environment of the relevant geographical regions is taken into
account through a weighting of CDS rates. All model parameters mentioned above are regularly reviewed
and updated.
Under the simplified approach to impairment, trade receivable and lease receivables are transferred to
stage 3 when there is any objective evidence of impairment. TUI Group classifies whether a trade receivable
is to be transferred to stage 3 on an individual basis, depending on the region, after 180 days at the
earliest. Within TUI Group, an assessment of the recoverability of a receivable is performed after 180
days at the earliest, as determined by the individual regions. In the framework of TUI Group’s business
model, customers book a trip, for instance, six months ahead of departure and immediately pay a deposit;
under that business model, some receivables have a longer term than 90 days; accordingly, an actual
default of a receivable is only assumed when receivables are more than 180 days past due and an impairment
loss is recognised, and in general a complete write-down has to be made. Objective evidence of impair-
ment of lease receivables includes, for example, significant financial difficulties on the part of the debtor,
breach of contract (default or delay in interest and repayment) or concessions made for economic or
contractual reasons in connection with the debtor’s financial difficulties.
For all other financial assets carried at amortised cost impairments are determined in accordance with
the general approach.
For cash and cash equivalents, the low credit risk exemption of IFRS 9 is applied, according to which fi-
nancial instruments with a low default risk at the time of acquisition can be classified in stage 1 of the
impairment model. Cash and cash equivalents include, for instance, cash in hand or bank balances that
are exclusively due to counterparties with a high credit rating. In accordance with stage 1 of the impair-
ment hierarchy, a risk provision corresponding to the 12-month credit loss is recorded in cash and cash
equivalents upon initial recognition. At each balance sheet date, a verification is made as to whether the
counterparties continue to have a rating of investment grade quality. As the corresponding financial assets
have a maximum term of 3 months, the impairment requirement is very low. A transfer from stage 1 to
stage 2 or 3 has no practical relevance, as the business relationship would be terminated immediately in
the case of a corresponding event.
For material advances and loans and other receivables and assets, the expected credit losses are deter-
mined by multiplying the probability of default with the loss given default and the exposure of default.
TUI Group determines the probabilities of default on the basis of an internal rating model. As part of the
TUI Group’s business model, the ratings of debtors for material receivables are evaluated on the basis of
this internal rating. Category 1 of the rating model contains the debtors with the highest credit rating,
whereas the debtors with the lowest credit rating are classified in the category 7. If the credit risk has not
significantly deteriorated since initial recognition, 12-month credit losses are determined (stage 1). In the
event of a significant increase in the credit risk, the lifetime-expected credit loss is determined (stage 2).
A significant increase in the default risk is assumed on the basis of the internal rating and other relevant
information such as changes in the economic, regulatory or technological environment.
2 17
If there is any objective evidence of impairment, a transfer is made to stage 3.
The gross carrying amount of a financial asset of any class of financial instruments recognised at amortised cost
is written off when there is no longer the expectation of full or partial recovery a financial asset following an
appropriate assessment. For individual customers the gross carrying amount is usually written off based on
historical experience of recoveries in the country specific business environment when the financial asset
is between 45 and 360 days past due. For corporate customers, the TUI Group’s businesses conduct an individ-
ual assessment about the timing and the amount of write off based on whether there is a reasonable expecta-
tion of recovery. TUI Group expects no significant recovery from the amount written off. Financial assets that
have been written off however could still be subject to enforcement activities for recovery of amounts overdue.
For advances and loans, other receivables and assets as well as other financial assets, the expected credit
losses are determined on a portfolio basis. In significant individual cases, this portfolio approach is deviated
from, as the relevant information for determining the expected loss is available at the stage of the individual
instrument. TUI Group ensures that solely financial assets with similar credit risk characteristics are com-
bined, e. g. type of product and geographical region. TUI Group initially carries the credit loss based on a loss
rate expected for the next twelve months. This loss rate is adjusted at regular intervals depending on the
macroeconomic market environment. If the credit risk increases significantly, the lifetime expected credit loss
is determined (stage 2). The assessment of a significant increase in the credit risk, because of the past due
status of the instruments, is determined in TUI Group on an individual basis by region, change in default
risk-related market data or change in contractual conditions, among other factors. The past due status is
assumed within a range of more than 30 days past due to more than 90 days past due, depending on the
portfolio. If there is objective evidence of impairment, the instrument is transferred to stage 3.
In principle, the general approach assumes that the default risk of financial assets has increased signifi-
cantly since initial recognition if contractual payments are more than 30 days overdue. However, this can
be refuted by the TUI Group’s available appropriate and comprehensible information. The assessment of
the objective evidence of impairment for all instruments falling within the scope of the general model is
based on the following indicators: e. g. severe financial difficulties of the debtor, breach of contract (default
or delinquency in interest or principal payment) or concessions made for economic or contractual reasons in
connection with financial difficulties of the debtor. As a result, such instruments are usually written off in
full.
CDS rates are used as forward-looking information in the general impairment model too.
TUI Group recognises an impairment gain or loss for all financial assets with a corresponding adjustment
of the carrying amount through a loan loss provision.
As of 30 September 2021, trade receivables were impaired in the amount of € 71.6 m (previous year
€ 86.2 m). The following overview shows a maturity analysis of the impairments:
Ageing structure of impairment of financial instruments classified as trade receivables
€ million
Trade receivables
Not overdue
Overdue less than 30 days
Overdue 30 – 90 days
Overdue 91 – 180 days
Overdue more than 180 days
Total
Gross value
Impairment
Net value
184.5
76.2
20.8
16.3
33.6
331.4
17.9
19.4
9.6
2.7
22.0
71.6
166.6
56.8
11.2
13.6
11.6
259.8
Ageing structure of impairment of financial instruments classified as trade receivables
€ million
Trade receivables
Not overdue
Overdue less than 30 days
Overdue 30 – 90 days
Overdue 91 – 180 days
Overdue more than 180 days
Total
Gross value
Impairment
Net value
101.5
32.3
32.6
15.7
55.3
237.4
26.0
5.8
14.4
3.7
36.3
86.2
75.5
26.5
18.2
12.0
19.0
151.2
30 Sep 2021
Impairment
ratio
5 – 25 %
10 – 30 %
15 – 35 %
20 – 45 %
50 – 75 %
30 Sep 2020
Impairment
ratio
5 – 25 %
10 – 30 %
15 – 35 %
20 – 45 %
50 – 75 %
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 1 8
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
Impairments of lease receivables have developed as follows:
The following table shows the development of impairment losses on financial instruments in the category
other receivables and assets:
Ageing structure of impairment of financial instruments classified as lease receivables
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
€ million
Gross value
Impairment
Net value
Lease receivables
Not overdue
Overdue less than 30 days
Overdue 30 – 90 days
Overdue 91 – 180 days
Overdue more than 180 days
Total
11.4
–
–
–
–
11.4
0.3
–
–
–
–
0.3
11.1
–
–
–
–
11.1
Ageing structure of impairment of financial instruments classified as lease receivables
€ million
Lease receivables
Not overdue
Overdue less than 30 days
Overdue 30 – 90 days
Overdue 91 – 180 days
Overdue more than 180 days
Total
Gross value
Impairment
Net value
37.6
1.5
1.5
–
–
40.6
24.1
1.5
1.5
–
–
27.1
13.5
–
–
–
–
13.5
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 19
30 Sep 2021
Impairment
ratio
5 – 25 %
10 – 30 %
15 – 35 %
20 – 45 %
50 – 75 %
30 Sep 2020
Impairment
ratio
5 – 25 %
10 – 30 %
15 – 35 %
20 – 45 %
50 – 75 %
Ageing structure of impairment of financial instruments classified as other receivables and assets
€ million
Other receivables and assets
Not overdue
Overdue less than 30 days
Overdue 30 – 90 days
Overdue 91 – 180 days
Overdue more than 180 days
Total
Gross value
Impairment
Net value
223.8
0.2
0.2
0.9
2.0
227.1
9.1
–
–
–
0.1
9.2
214.7
0.2
0.2
0.9
1.9
217.9
30 Sep 2021
Impairment
ratio
5 – 25 %
10 – 30 %
15 – 35 %
20 – 45 %
50 – 75 %
Ageing structure of impairment of financial instruments classified as other receivables and assets
€ million
Other receivables and assets
Not overdue
Overdue less than 30 days
Overdue 30 – 90 days
Overdue 91 – 180 days
Overdue more than 180 days
Total
Gross value
Impairment
Net value
221.9
0.9
1.7
0.8
3.0
228.3
4.2
–
–
–
1.2
5.4
217.7
0.9
1.7
0.8
1.8
222.9
30 Sep 2020
Impairment
ratio
5 – 25 %
10 – 30 %
15 – 35 %
20 – 45 %
50 – 75 %
Impairments of advances and loans have developed as follows:
Ageing structure of impairment of financial instruments classified as advances and loans
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
€ million
Advances and loans
Not overdue
Overdue less than 30 days
Overdue 30 – 90 days
Overdue 91 – 180 days
Overdue more than 180 days
Total
30 Sep 2021
Gross value
Impairment
Net value
40.4
–
0.1
–
1.6
42.1
28.4
–
–
–
1.2
29.6
12.0
–
0.1
–
0.4
12.5
Ageing structure of impairment of financial instruments classified as advances and loans
€ million
Gross value
Impairment
Advances and loans
Not overdue
Overdue less than 30 days
Overdue 30 – 90 days
Overdue 91 – 180 days
Overdue more than 180 days
Total
132.4
–
–
–
1.9
134.3
57.1
–
–
–
1.2
58.3
30 Sep 2020
Net value
75.3
–
–
–
0.7
76.0
The material single items in the following table, ‘Default risk on financial instruments classified as advances
and loans and as other receivables’ are disclosed based on an internal rating. There were two transfers in finan-
cial year 2021 of € 9.7 m in total from stage 1 to stage 2 in the category loans and advances to other compa-
nies in the course of the year, as the risk of default increased significantly during the past financial year fol-
lowing the initial recognition due to the COVID-19 pandemic.
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 2 0
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
Default risk on financial instruments classified as advances and loans and as other receivables
30 Sep 2021
30 Sep 2020
C O R P O R AT E G O V E R N A N C E
€ million
Impairment
Stage
Internal
rating class
Gross value
Impairment
Net value
Gross value
Impairment
Net value
Loans to related parties
Advances and loans
Advances and loans
Other receivables
Loans to hotels
Advances and loans
Advances and loans
Loans to other companies
Advances and loans
Other receivables
Other receivables
1
2
1
1
2
1
1
1
2
2
2
5
5
2
2
3
25.0
–
0.5
7.8
29.0
130.0
89.2
–
– 0.2
–
–
– 0.5
– 1.5
– 0.1
– 0.2
–
24.8
–
0.5
7.3
27.5
129.9
89.0
–
12.0
28.1
65.3
–
29.1
145.7
–
151.6
– 0.1
–
– 2.4
–
– 1.8
– 0.3
–
– 2.2
11.9
28.1
62.9
–
27.3
145.4
–
149.4
Other financial assets carried at amortised cost at an amount of € 12.1 m (previous year € 14.9 m) relate
to short-term deposits with banks. The full amount of these investments with a gross amount of € 12.7 m
(previous year € 15.4 m) is not overdue. Impairments of € 0.7 m (previous year € 0.5 m) were carried in the
framework of risk provisioning.
During financial year 2021, as in the prior year, there were no material payment inflows from impaired
interest-bearing trade receivables and other financial assets.
The tables below show a reconciliation of the loan loss provisions for financial assets, measured at am-
ortised cost, for which loan loss provisions are determined using the general approach or the simplified
approach.
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 2 1
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
As at 30 September 2021, risk provisioning totals € 9.4 m (previous year € 10.0 m) for the other receivables
and assets class and € 0.7 m (previous year € 0.5 m) for the other financial assets class as well as € 31.8 m
(previous year € 60.4 m) for the advances and loans class.
Stage 1
12-month-ECL
Stage 2
lifetime-ECL
(not impaired)
19.5
0.7
50.5
–
– 3.1
1.4
66.2
66.2
0.1
–
18.7
–
–
– 9.7
47.7
27.6
1.8
–
–
–
3.1
0.1
4.8
4.8
–
–
–
–
–
9.7
0.2
14.3
Total
21.3
0.7
50.5
–
–
1.5
71.0
71.0
0.1
–
18.7
–
–
–
47.9
41.9
As at 30 September 2021, no stage 3 instruments were recognised. There were currency differences amounting
to € 0.1 m (previous year € 0.0 m). There were no changes in the scope of consolidation (previous year
€ 0.7 m). Transfers of € 9.7 m from stage 1 to stage 2 were made in class advances and loans (previous year
transfer from stages 1 to stage 2: € 3.1 m).
No significant impairment losses have been recognised and the models have been adjusted to reflect the
macroeconomic market environment in terms of the risk parameters used in terms of the loss rate. This
resulted in a lower risk provision of € 21.2 m.
Change in risk provisions for financial assets measured at amortised cost classified
as trade receivables
€ million
Risk provisioning as at 1 Oct 2019
Exchange differences
Changes in the group of consolidated companies
Addition of impairment on newly issued / acquired financial assets
Unrequired impairments on financial assets derecognised during the period
Risk provisioning as at 30 Sep 2020
Risk provisioning as at 1 Oct 2020
Exchange differences
Changes in the group of consolidated companies
Addition of impairment on newly issued / acquired financial assets
Unrequired impairments on financial assets derecognised during the period
Risk provisioning as at 30 Sep 2021
Lifetime ECL
simplified approach
55.5
– 0.1
0.7
51.7
21.6
86.2
86.2
0.7
0.1
30.1
45.5
71.6
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
€ million
Risk provisioning as at 1 Oct 2019
Changes in the group of consolidated companies
Addition of impairment on newly issued / acquired financial assets
Transfer to
Stage 2 lifetime ECL (not impaired)
Unrequired impairments on financial assets derecognised
during the period
Risk provisioning as at 30 Sep 2020
Risk provisioning as at 1 Oct 2020
Exchange differences
Changes in the group of consolidated companies
Addition of impairment on newly issued / acquired financial assets
Other change within a Stage (other changes)
Transfer to
Stage 2 lifetime ECL (not impaired)
Unrequired impairments on financial assets derecognised
during the period
Risk provisioning as at 30 Sep 2021
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 2 2
Change in risk provisions for financial assets measured at amortised cost classified
as lease receivables
The tables below show a reconciliation of gross carrying amounts for financial assets measured at amortised
cost:
€ million
Risk provisioning as at 1 Oct 2019
Addition of impairment on newly issued / acquired financial assets
Risk provisioning as at 30 Sep 2020
Risk provisioning as at 1 Oct 2020
Exchange differences
Unrequired impairments on financial assets derecognised during the period
Risk provisioning as at 30 Sep 2021
Lifetime ECL
simplified approach
Change in gross carrying amounts classified as advances and loans*
–
27.1
27.1
27.1
0.3
27.1
0.3
€ million
Gross carrying amounts as at 1 Oct 2019
Addition of assets
Reduction of assets
Transfer to lifetime ECL (Stage 2)
Gross carrying amounts as at 30 Sep 2020
Gross carrying amounts as at 1 Oct 2020
Addition of assets
Reduction of assets
Transfer to lifetime ECL (Stage 2)
Gross carrying amounts as at 30 Sep 2021
Stage 1
12-month-ECL
Stage 2
lifetime-ECL
(not impaired)
87.3
268.7
– 64.0
– 6.2
285.8
285.8
37.7
– 124.9
– 9.7
188.9
29.1
28.1
–
6.2
63.4
63.4
–
– 28.1
9.7
45.0
Total
116.4
296.8
– 64.0
–
349.2
349.2
37.7
– 153.0
–
233.9
* The presentation of the table was adjusted to improve the informative value.
As of 30 September 2021, no instruments in the class advances and loans have been reported in stage 3. There
were no substantial changes or modifications. There have been transfers from stage 1 to stage 2 in the amount
of € 9.7 m (previous year transfers from stage 1 to 2: € 6.2 m).
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 2 3
Change in gross carrying amounts classified as other receivables and assets
and other financial assets*
Change in gross carrying amounts of assets classified as lease receivables*
C O R P O R AT E G O V E R N A N C E
€ million
Stage 1
12-month-ECL
Stage 2
lifetime-ECL
(not impaired)
Total
€ million
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
Gross carrying amounts as at 1 Oct 2019
Addition of assets
Gross carrying amounts as at 30 Sep 2020
Gross carrying amounts as at 1 Oct 2020
Addition of assets
Reduction of assets
Gross carrying amounts as at 30 Sep 2021
Gross carrying amounts as at 1 Oct 2019
Addition of assets
Reduction of assets
Gross carrying amounts as at 30 Sep 2020
Gross carrying amounts as at 1 Oct 2020
Addition of assets
Reduction of assets
Gross carrying amounts as at 30 Sep 2021
289.5
454.0
– 282.9
460.6
460.6
318.6
– 449.6
329.6
–
–
–
–
–
–
–
–
289.5
454.0
– 282.9
460.6
460.6
318.6
– 449.6
329.6
* The presentation of the table was adjusted to improve the informative value.
As of 30 September 3021, no instruments in the classes other receivables and assets and other financial assets
have been reported in stage 3. There were no substantial changes or modifications. There have been no trans-
fers between stages 1 to 3 and no changes within stages (previous year: no transfers between stages 1– 3). At
the time of initial recognition no newly issued or purchased instruments had been credit-impaired.
Change in gross carrying amounts of assets classified as trade receivables*
Lifetime ECL
simplified
approach
–
40.5
40.5
40.5
10.1
– 39.2
11.4
* The presentation of the table was adjusted to improve the informative value.
L I Q U I D I T Y R I S K
Liquidity risks arise from the TUI Group being unable to meet its short-term financial obligations and the result-
ing increases in funding costs. The TUI Group has established an internal liquidity management system to secure
TUI Group’s liquidity at all times and consistently comply with contractual payment obligations. To that end, TUI
Group’s liquidity management system uses the opportunities of physical and virtual cash pooling for more effi-
cient liquidity pooling. It also uses credit lines to compensate for the seasonal fluctuations in liquidity resulting
from the tourism business. The core credit facility is a syndicated revolving credit facility totalling € 4.6 bn agreed
with the previous syndicate banks and KfW Bank, which has been included due to the COVID-19 pandemic.
Details of the financing transactions are presented in connection with the going-concern reporting in accordance
with the UK Corporate Governance Code and under the section Events after the balance sheet date.
As in the previous year, no material assets were deposited as collateral for liabilities. Moreover, the Group com-
panies participating in the cash pool are jointly and severally liable for financial liabilities from cash pooling
agreements.
The tables provided below list the contractually agreed (undiscounted) cash flows of all primary financial liabili-
ties as at the balance sheet date. Planned payments for future new liabilities were not taken into account. Where
financial liabilities have a floating interest rate, the forward interest rates fixed at the balance sheet date were
used to determine future interest payments. Financial liabilities cancellable at any time are allocated to
the earliest maturity band.
The analysis of cash flows from derivative financial instruments shows the contractually agreed (undiscounted)
cash flows of foreign exchange hedges of all liabilities and receivables that existed at the balance sheet date.
Lifetime ECL
simplified
approach
640.0
237.4
– 640.0
237.4
237.4
331.4
– 237.4
331.4
248 Responsibility Statement
€ million
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 2 4
Gross carrying amounts as at 1 Oct 2019
Addition of assets
Reduction of assets
Gross carrying amounts as at 30 Sep 2020
Gross carrying amounts as at 1 Oct 2020
Addition of assets
Reduction of assets
Gross carrying amounts as at 30 Sep 2021
* The presentation of the table was adjusted to improve the informative value.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Derivative financial instruments used to hedge other price risks are included in the analysis with their agreed
cash flows from all financial receivables and liabilities at the balance sheet date.
Cash flow of derivative financial instruments (30 Sep 2021)
Cash flow of financial instruments – financial and lease liabilities (30 Sep 2021)
up to 1 year
1 – 2 years
Cash outflow until 30 Sep
more than 5 years
2 – 5 years
€ million
Cash in- / outflow until 30 Sep
up to 1 year
1 – 2 years
2 – 5 years
more than
5 years
148 Consolidated Financial
Statements
€ million
repay-
ment
interest
interest
repay-
ment
repay-
ment
interest
interest
repay-
ment
Financial liabilities
Convertible bonds
Bonds
Liabilities to banks
Other financial debt
Trade payables
Other financial liabilities
Lease liabilities
–
–
– 247.6
– 23.5
– 2,052.4
– 313.2
– 623.3
– 29.5
– 14.3
– 107.7
– 21.7
–
– 1.1
– 66.2
–
–
– 223.1
– 42.9
–
– 1.0
– 727.1
–
– 29.5
– 14.3
– 150.0
– 105.6 – 2,040.1
– 0.2
–
– 2.2
– 70.6 – 1,011.0
–
–
–
– 88.4
– 42.8
– 85.2
– 0.2
–
–
– 176.8
– 589.6
–
– 101.8
–
–
–
– 868.0
– 59.0
–
– 6.2
–
–
–
– 362.5
Cash flow of financial instruments – financial and lease liabilities (30 Sep 2020)
repayment
(adjusted)
up to 1 year
interest
(adjusted)
1 – 2 years
repayment
interest repayment
2 – 5 years
Cash outflow until 30 Sep
more than 5 years
interest
interest repayment
–
– 560.9
– 16.3
– 1,611.5
– 422.1
– 687.3
– 7.9
– 118.4
–
–
–
– 88.4
– 300.0
– 2,833.4
–
–
– 0.6
– 652.8
– 28.5
– 44.4
–
–
–
– 91.0
–
– 465.3
–
–
– 4.0
– 1,040.7
–
– 25.1
–
–
–
– 111.5
–
– 94.2
–
–
–
– 1,019.1
–
– 9.3
–
–
–
– 134.2
€ million
Financial liabilities
Bonds
Liabilities to banks
Other financial debt
Trade payables
Other financial liabilities
Lease liabilities
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 2 5
Derivative financial instruments
Hedging transactions – inflows
Hedging transactions – outflows
Other derivative financial instruments – inflows
Other derivative financial instruments – outflows
+ 57.6
– 57.8
+ 513.8
– 531.5
–
–
+ 52.1
– 65.5
–
–
–
– 2.4
–
–
–
–
Cash flow of derivative financial instruments (30 Sep 2020)
€ million
Derivative financial instruments
Hedging transactions – inflows
Hedging transactions – outflows
Other derivative financial instruments – inflows
Other derivative financial instruments – outflows
up to 1 year
1 – 2 years
Cash in- / outflow until 30 Sep
more than
5 years
2 – 5 years
+ 627.0
– 691.1
+ 2,152.8
– 2,390.7
+ 59.8
– 60.7
+ 175.7
– 210.7
–
–
+ 83.6
– 100.8
–
–
–
– 0.8
The derivative financial instruments carried as Other derivative financial instruments are derivatives not
designated as hedging instruments according to IAS 39.
For further information for hedging strategies and risk management see also the remarks in the Risk Report
section of the Management Report.
D E R I V AT I V E F I N A N C I A L I N S T R U M E N T S A N D H E D G E S
S T R AT E G Y A N D G O A L S
In accordance with the TUI Group’s policy, derivatives are allowed to be used if they are based on underlying
recognised assets or liabilities, firm commitments or forecast transactions. Hedge accounting based on the
rules of IAS 39 is applied to forecasted transactions. In the completed financial year, hedges consisted of cash
flow hedges.
Derivative financial instruments in the form of fixed-price transactions and options as well as structured
products are used to limit currency, interest rate and fuel risks.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
The COVID-19 pandemic significantly impacted business operations and the existing hedging strategy for
currency risks and fuel price risks. Due to numerous travel restrictions and limitations the occurrence of
numerous hedged underlying transactions could no longer be assessed as highly likely, causing a rapid decline
in fuel price and currency hedge requirements and therefore requiring the prospective termination of these
hedges.
For the hedges affected, occurrence of the underlying transactions can no longer be expected for a future
point in time, so that the accrued amounts from the change in the value of the hedging instruments were
reclassified from cash flow hedge reserve (OCI) to the cost of sales in the income statement. Accordingly,
reclassifications of € – 28.3 m (thereof € – 28.3 m from hedges that were already recognised as hedging
instruments in the previous year) from fuel price hedges and € – 9.1 m (thereof € – 9.4 m from hedges that
were already recognised as hedging instruments in the previous year) from currency hedges that were affect-
ed during the financial year under review.
All future changes in the value of these de-designated hedges are taken to the cost of sales in the income
statement through profit and loss and recognised as other derivative financial instruments from the date of
the termination of the cash flow hedge accounting. At 30 September 2021, the fair value of these reclassified
fuel price hedges totalled € 1.8 m at a nominal volume of € 8.3 m, while the fair value of the reclassified currency
hedges totalled € 0.0 m at a nominal volume of € 29.6 m.
Furthermore, the strong increase in TUI’s credit risk had a direct impact on the retrospective hedge ef-
fectiveness test. As a result, fuel price, interest rate and currency hedges had to be terminated as they
no longer met the effectiveness requirements of IAS 39.
All future changes in the value of these de-designated hedges are also taken to the cost of sales respectively
in the financial result in the case of interest rate hedges in the income statement through profit and loss and
recognised as other derivative financial instruments from the date of the termination of the cash flow hedge
accounting. At 30 September 2021, the fair value of these reclassified fuel price hedges totalled € 34.0 m at
a nominal value of € 150.9 m, while the fair value of the interest rate hedges amounted to € – 9.2 m at a nominal
volume of € 366.3 m and the fair value of currency hedges totalled € – 0.1 m at a nominal volume of € 160.0 m.
C A S H F L O W H E D G E S
At 30 September 2021, hedges existed to manage cash flows in foreign currencies with maturities of up to
two years (previous year up to two years). The fuel price hedges had terms of up to one year (previous year
up to one year). Hedges to protect variable interest payment obligations are currently not in the portfolio
(previous year up to one year). The impact on profit or loss for the period is at the time the expected cash
inflow / outflow occurs.
2 2 6
Nominal amounts of derivative financial instruments used
€ million
Interest rate hedges
Caps / Floors
Swaps
Payer EUR
Payer USD
Currency hedges
Forwards
Forwards EUR / GBP
Forwards EUR / USD
Forwards GBP / USD
Forwards EUR / SEK
Other currencies
Commodity hedges
Swaps
Jet fuel
Marine fuel
Other fuels
Other derivative financial instruments
Remaining term
more than
1 year
up to
1 year
Total
Average
hedged
rate / price
30 Sep 2021
Average
hedging
interest
rate
–
–
–
–
–
–
–
131.2
17.0
76.4
12.9
19.5
5.4
26.9
26.9
–
–
1,950.3
–
–
–
–
0.4
–
–
–
–
0.4
–
–
–
–
505.3
–
–
–
–
–
131.6
17.0
76.4
12.9
19.5
5.8
–
26.9
26.9
–
–
2,455.6
1.1712
0.8602
0.7223
0.0982
538.06
–
–
Nominal amounts of derivative financial instruments used
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
€ million
Interest rate hedges
Caps / Floors
Swaps
Payer EUR
Payer USD
Currency hedges
Forwards
Forwards EUR / GBP
Forwards EUR / USD
Forwards GBP / USD
Forwards EUR / SEK
Other currencies
Commodity hedges
Swaps
Jet fuel
Marine fuel
Other fuels
Other derivative financial instruments
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 2 7
30 Sep 2020
Average
hedging
interest
rate
0.00
–
2.96
Remaining term
more than
1 year
up to
1 year
Total
Average
hedged
rate / price
–
7.8
–
7.8
1,381.2
251.8
436.8
456.6
92.8
143.2
114.1
103.7
10.3
–
4,816.2
–
–
–
–
75.3
–
71.3
–
–
4.0
–
–
–
–
956.4
–
7.8
–
7.8
–
1,456.5
251.8
508.1
456.6
92.8
147.2
–
114.1
103.7
10.3
–
5,772.6
1.1395
0.8589
0.7692
0.0939
517.64
481.90
–
In order to hedge the risks of fluctuations in future cash flows from currency, interest rate and fuel price
risks, TUI regularly enters into hedges. The planned transactions, i. e. the underlying transactions, are used
to determine the ineffective portions of hedges designated as cash flow hedges. In designating cash flow
hedges, only the spot rate component is included in hedge accounting as a hedge for some forward exchange
transactions, while the interest component of these financial instruments is shown separately in all relevant
tables under Other derivative financial instruments, in line with derivatives not designated as hedging instru-
ments according to IAS 39.
Disclosures on underlying transactions of cash flow hedges
€ million
Interest rate risk hedges
Currency risk hedges
Fuel price risk hedges
Hedging
Total
Fair Value
changes to
determine
inefficient
portions
Balance of
hedging
reserve of
active cash
flow hedges
–
– 0.9
– 3.7
– 4.6
– 4.6
–
0.9
3.2
4.1
4.1
Disclosures on underlying transactions of cash flow hedges
30 Sep 2021
Hedging
reserve
completed
(ended) cash
flow hedges
– 31.0
3.9
– 33.7
– 60.8
– 60.8
30 Sep 2020
Hedging
reserve
completed
(ended) cash
flow hedges
– 33.5
5.9
– 129.7
– 157.3
– 157.3
Other derivative hedging instruments comprise the nominal values of hedges not designated for hedge
accounting. TUI Group exclusively enters into derivative financial instruments for hedging purposes. Depend-
ing on the type of the hedged underlying transaction, TUI exercises the option to apply hedge accounting
according to IAS 39. Due to the COVID-19 pandemic, a large number of hedges according to IAS 39 had to be
terminated. Accordingly, the derivative financial instruments underlying these hedges are shown under Other
derivative financial instruments.
The nominal values correspond to the total of all purchase and sale amounts underlying the transactions or
the respective contract values of the transactions.
€ million
Interest rate risk hedges
Currency risk hedges
Fuel price risk hedges
Hedging
Total
Fair Value
changes to
determine
inefficient
portions
Balance of
hedging
reserve of
active cash
flow hedges
0.2
– 2.8
46.5
43.9
43.9
– 0.1
4.6
– 43.5
– 39.0
– 39.0
In accounting for cash flow hedges, the effective portions of the hedging relationships have to be recognised
in OCI outside profit and loss. Any additional changes in the fair value of the designated components are recog-
nised as ineffective portions in other operating income through profit and loss. The table below presents the
development of OCI in financial year 2021.
In the reporting period, expenses of € 139.8 m (previous year: expenses of € 47.4 m) from currency hedges
and derivative financial instruments used to hedge the impact of exposure to fuel price risks was recognised
in the cost of sales. Interest rate hedges result in expenses of € 3.0 m (previous year: expenses of € 3.5 m),
carried in net interest income. Income of € 0.2 m (previous year: income of € 0.6 m) was recognised for the
ineffective portion of cash flow hedges.
30 Sep 2021
Currency risk
Fuel price risk
Total
F A I R V A L U E S O F D E R I V AT I V E F I N A N C I A L I N S T R U M E N T S
The fair values of derivative financial instruments generally correspond to the market value. The market
price determined for all derivative financial instruments is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
A description of the determination of the fair values of derivative financial instruments is provided with the
classification of financial instruments measured at fair value.
Positive and negative fair values of derivative financial instruments shown as receivables or liabilities
Receivables
Liabilities
30 Sep 2021
Nominal
volume
FV changes to
determine
ineffective
portions
1.3
3.2
–
4.5
57.8
62.3
0.4
–
–
0.4
23.4
23.8
0.9
3.2
–
4.1
–
4.1
131.6
26.9
–
158.5
2,455.6
2,614.1
€ million
Cash flow hedges for
currency risks
fuel price risks
interest rate risks
Hedging
Other derivative financial instruments
Total
4.8
4.8
– 45.7
– 11.4
– 34.3
– 30.5
– 30.5
– 116.3
– 10.8
– 105.5
– 56.7
– 56.7
– 165.0
– 22.2
– 142.8
Currency risk
Fuel price risk
30 Sep 2020
Total
10.5
10.5
130.2
38.2
92.0
– 173.2
– 173.2
– 373.8
– 234.4
– 139.4
– 196.3
– 196.3
– 251.1
– 200.2
– 50.9
Interest
rate risk
– 31.0
– 31.0
– 3.0
–
– 3.0
Interest
rate risk
– 33.6
– 33.6
– 7.5
– 4.0
– 3.5
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
Development of OCI
€ million
Gain or loss from fair value changes of
hedges within hedge accounting
recognised in equity
Reclassification from cash flow hedge
reserve to income statement
Due to early termination of the hedge
Due to recognition of the
underlying transaction
237 Notes to the Cash Flow
Development of OCI
€ million
Gain or loss from fair value changes of
hedges within hedge accounting
recognised in equity
Reclassification from cash flow hedge
reserve to income statement
Due to early termination of the hedge
Due to recognition of the
underlying transaction
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 2 8
The fair values of non-current trade receivables and for parts of current other receivables and current other
financial assets as well as cash and cash equivalents, current other financial liabilities and trade payables
correspond to the present values of the cash flows associated with the assets, taking account of current
interest parameters which reflect market and counterparty-related changes in terms and expectations. In
the case of cash and cash equivalents, current trade receivables, other financial assets, current trade payables
and other financial liabilities the carrying amount approximates the fair value due to the short remaining
term.
Positive and negative fair values of derivative financial instruments shown as receivables or liabilities
Receivables
Liabilities
30 Sep 2020
Nominal
volume
F V changes to
determine
ineffective
portions
22.3
–
–
22.3
74.0
96.3
17.7
43.5
0.1
61.3
257.5
318.8
4.6
– 43.5
– 0.1
– 39.0
–
– 39.0
1,456.5
114.1
7.8
1,578.4
5,772.5
7,350.9
Cash flow hedges for
currency risks
fuel price risks
interest rate risks
Hedging
Other derivative financial instruments
Total
Financial instruments which are entered into in order to hedge a risk position according to operational
criteria but do not meet the criteria of IAS 39 to qualify for hedge accounting are shown as other derivative
financial instruments. They include foreign currency transactions entered into in order to hedge against
foreign exchange-exposure to changes in the value of balance sheet items and foreign exchange fluctuations
from future expenses in tourism.
F I N A N C I A L I N S T R U M E N T S – A D D I T I O N A L D I S C L O S U R E S
C A R R Y I N G A M O U N T S A N D F A I R V A L U E S
Where financial instruments are listed in an active market, e. g. shares held and bonds issued, the fair value
or market value is the respective quotation in this market at the balance sheet date. For over-the-counter
bonds, debt components of bonds with warrants and convertible bonds, liabilities to banks, promissory
notes and other non-current financial liabilities, the fair value is determined as the present value of future
cash flows, taking account of yield curves and the respective credit spread, which depends on the credit
rating.
In financial year 2021, the fair values of other current receivables and current liabilities to banks were
determined in line with the past financial year, taking into account yield curves and the respective credit risk
premium (credit spread) based on credit rating. As a result, the assumption that the carrying amount approx-
imately corresponds to the fair value due to the short remaining term has been adjusted to the current market
conditions due to the COVID-19 pandemic.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
€ million
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 2 9
The table below shows the reconciliation of the balance sheet items to the financial instrument categories by
carrying amount and fair value of the financial instruments.
Carrying amounts and fair values according to classes and measurement categories according to IFRS 9 as at 30 Sep 2021
€ million
Assets
Trade receivables and other receivables
thereof instruments within the scope of IFRS 9
thereof instruments within the scope of IFRS 16
Derivative financial instruments
Hedging transactions
Other derivative financial instruments
Other financial assets
Cash and cash equivalents
Liabilities
Financial liabilities
Trade payables
Derivative financial instruments
Hedging transactions
Other derivative financial instruments
Other financial liabilities
Carrying amount
At amortised cost
Fair value with no
effect on profit and
loss without recycling
Fair value with no
effect on profit and
loss with recycling
Category according to IFRS 9
Fair value
through profit
and loss
Fair value of
financial
instruments
769.2
11.1
4.5
57.8
24.4
1,583.9
3,320.7
2,052.4
0.4
23.4
318.9
661.1
–
–
–
12.1
1,586.1
3,320.8
2,071.9
–
–
318.9
–
–
–
–
10.3
–
–
–
–
–
–
–
–
4.5
–
–
–
–
–
0.4
–
–
108.1
–
–
57.8
2.0
–
–
–
–
23.4
–
783.2
11.7
4.5
57.8
24.4
1,586.1
3,359.7
2,071.9
0.4
23.4
318.9
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 3 0
Carrying amounts and fair values according to classes and measurement categories according to IFRS 9 as at 30 Sep 2020
Carrying amount
At amortised cost
Fair value with no
effect on profit and
loss without recycling
Fair value with no
effect on profit and
loss with recycling
Category according to IFRS 9
Fair value
through profit
and loss
Fair value of
financial
instruments
875.2
13.5
22.3
74.0
25.5
1,233.1
4,269.0
1,611.5
61.3
257.5
429.2
875.2
–
–
–
14.9
1,233.1
4,291.4
1,611.5
–
–
431.3
–
–
–
–
8.5
–
–
–
–
–
–
–
–
22.3
–
–
–
–
–
61.3
–
–
–
–
–
74.0
2.1
–
–
–
–
257.5
–
853.1
39.2
22.3
74.0
25.5
1,233.1
4,028.5
1,611.5
61.3
257.5
430.8
The amounts shown in the column ‘carrying amount’ (as shown in the balance sheet) in the tables above
can differ from those in the other columns of a particular row since the latter include all financial instruments.
That is the latter columns include financial instruments which are part of disposal groups according to
IFRS 5. In the balance sheet, financial instruments, which are part of a disposal group, are shown in separate
items. Please refer to the sections ‘Assets held for sale’ and ‘Liabilities related to assets held for sale’ for
more details concerning these financial instruments.
The financial instruments classified as other financial assets include stakes in partnerships and corporations.
In total, the fair value of these financial investments as of 30 September 2021 amounts to € 10.3 m (previous
year € 8.5 m). There were disposals of stakes in partnerships or corporations amounting to € 0.1 m (previous year
€ 3.5 m) which were measured at fair value, as part of their first consolidation. None of these strategic financial
investments were sold in the completed financial year. In financial year 2021 no dividends have been received
from these financial investments (previous year € 0.6 m).
The instruments measured at fair value through other comprehensive income within the other financial assets
class are investments in companies based on medium to long-term strategic objectives. Recording all short-term
fluctuations in the fair value in the income statement would not be in line with TUI Group’s strategy;
these equity instruments were therefore designated as at fair value through OCI.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
€ million
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
Assets
Trade receivables and other receivables
thereof instruments within the scope of IFRS 9
thereof instruments within the scope of IFRS 16
Derivative financial instruments
Hedging transactions
153 Principles and
Other derivative financial instruments
Other financial assets
Cash and cash equivalents
Liabilities
Financial liabilities
Trade payables
Derivative financial instruments
Hedging transactions
Other derivative financial instruments
Other financial liabilities
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 3 1
Aggregation according to measurement categories under IFRS 9 as at 30 Sep 2021
• Level 3: inputs for the measurement of the asset or liability not based on observable market data.
Fair Value
Hierarchy of financial instruments measured at fair value as at 30 Sep 2021
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 3 2
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
€ million
Financial assets
at amortised cost
at fair value – recognised directly in equity without recycling
at fair value – through profit and loss
Financial liabilities
at amortised cost
at fair value – through profit and loss
2,259.3
10.3
167.9
5,711.6
23.4
2,381.4
10.3
167.9
5,750.5
23.4
Aggregation according to measurement categories under IFRS 9 as at 30 Sep 2020
€ million
Financial assets
248 Responsibility Statement
by Management
at amortised cost
at fair value – recognised directly in equity without recycling
at fair value – through profit and loss
249 Independent Auditor’s
Financial liabilities
at amortised cost
at fair value – through profit and loss
F A I R V A L U E M E A S U R E M E N T
The table below presents the fair values of recurring, non-recurring and other financial instruments
measured at fair value in line with the underlying measurement level. The individual measurement levels
have been defined as follows in line with the inputs:
• Level 1: (unadjusted) quoted prices in active markets for identical assets or liabilities.
• Level 2: inputs for the measurement other than quoted market prices included within Level 1 that are
observable in the market for the asset or liability, either directly (as quoted prices) or indirectly (derivable
from quoted prices).
Carrying
amount of
financial
instruments
Total
Fair Value
Carrying
amount of
financial
instruments
Total
2,123.2
8.5
76.1
6,334.1
257.5
2,101.1
8.5
76.1
6,070.7
257.5
€ million
Assets
Other receivables
Other financial assets
Derivative financial instruments
Hedging transactions
Other derivative financial instruments
Liabilities
Derivative financial instruments
Hedging transactions
Other derivative financial instruments
Total
Level 1
Fair value hierarchy
Level 3
Level 2
108.1
12.3
4.5
57.8
0.4
23.4
–
–
–
–
–
–
–
–
4.5
57.8
0.4
23.4
108.1
12.3
–
–
–
–
Hierarchy of financial instruments measured at fair value as at 30 Sep 2020
€ million
Assets
Other financial assets
Derivative financial instruments
Hedging transactions
Other derivative financial instruments
Liabilities
Derivative financial instruments
Hedging transactions
Other derivative financial instruments
Total
Level 1
Fair value hierarchy
Level 3
Level 2
10.6
22.3
74.0
61.3
257.5
–
–
–
–
–
–
22.3
74.0
61.3
257.5
10.6
–
–
–
–
At the end of every reporting period, TUI Group checks whether there are any reasons for reclassification to
or from one of the measurement levels. Financial assets and financial liabilities are generally transferred out
of Level 1 into Level 2 if the liquidity and trading activity no longer indicate an active market. The opposite
situation applies to potential transfers out of Level 2 into Level 1. In the reporting period, there were no
transfers between Level 1 and Level 2.
Reclassifications from Level 3 to Level 2 or Level 1 are made if observable market price quotations become
available for the asset or liability concerned. In the reporting period there were no other transfers from or to
Level 3. The TUI Group records transfers from or to Level 3 at the date of the obligating event or occasion
triggering the transfer.
L E V E L 3 F I N A N C I A L I N S T R U M E N T S
The table below presents the fair values of the financial instruments measured at fair value on a recurring
basis, classified as Level 3:
L E V E L 1 F I N A N C I A L I N S T R U M E N T S
The fair value of financial instruments for which an active market exists is based on quoted prices at the report-
ing date. An active market exists if quoted prices are readily and regularly available from an exchange,
dealer, broker, pricing service or regulatory agency and these prices represent actual and regularly occurring
market transactions on an arm’s length basis. These financial instruments are classified as Level 1. The fair
values correspond to the nominal amounts multiplied by the quoted prices at the reporting date. Level 1
financial instruments primarily comprise shares in listed companies classified as at fair value through OCI
and bonds issued classified as financial liabilities at amortised cost.
L E V E L 2 F I N A N C I A L I N S T R U M E N T S
The fair values of financial instruments not traded in an active market, e. g. over-the-counter (OTC) derivatives,
are determined by means of valuation techniques. These valuation techniques make maximum use of
observable market data and minimise the use of Group-specific assumptions. If all essential inputs for the
determination of the fair value of an instrument are observable, the instrument is classified as Level 2.
• For over the counter bonds, debt components of warrant and convertible bonds, liabilities to banks, promis-
sory notes and other non-current financial liabilities as well as for current other receivables, current financial
liabilities and non-current trade and other receivables, the fair value is determined as the present value of
future cash flows, taking account of observable yield curves and the respective credit spread, which depends
on the credit rating.
• The fair value of over-the-counter derivatives is determined by means of appropriate calculation
methods, e. g. by discounting the expected future cash flows. The forward prices of forward transactions
are based on the spot or cash prices, taking account of forward premiums and discounts. The fair values of
optional hedges are calculated on the basis of option pricing models. The fair values determined on the basis
of the Group’s own systems are periodically compared with fair value confirmations of the external
counterparties.
• Other valuation techniques, e. g. discounting future cash flows, are used to determine the fair values of other
financial instruments.
Financial assets measured at fair value in Level 3
€ million
Balance as at 1 Oct 2019
Disposals
consolidation
Total gains or losses for the period
recognised through profit and loss
recognised in other comprehensive income
Foreign currency effects
Balance as at 30 Sep 2020
Balance as at 1 Oct 2020
Additions
sale
Disposals
sale
recognised through profit and loss
recognised in other comprehensive income
Foreign currency effects
Balance as at 30 Sep 2021
Other receivables
IFRS 9
Other financial
assets IFRS 9
–
–
–
–
–
–
–
–
–
108.1
108.1
–
–
–
–
–
–
108.1
42.9
– 3.5
– 3.5
– 27.7
–
– 27.7
– 1.1
10.6
10.6
–
–
– 0.1
– 0.1
– 0.1
–
– 0.1
1.9
12.3
E V A L U AT I O N P R O C E S S
The fair value of financial instruments in level 3 has been determined by TUI Group’s financial department
using the discounted cash flow method. This involves the market data and parameters required for
measurement being compiled or validated. Non-observable input parameters are reviewed on the basis of
internally available information and updated if necessary.
181 Notes to the
If one or several key inputs are not based on observable market data, the instrument is classified as Level 3.
The following specific valuation techniques are used to measure financial instruments:
Total gains or losses for the period
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 3 3
In principle, the unobservable input parameters relate to the following parameters; the (estimated) EBITDA
margin is in a range between – 4.2 % and 22.5 % (previous year – 13 % and 22 %). The constant growth
rate is 1 % (previous year 1 %). The weighted average cost of capital (WACC) is in a range between
8.8 %– 9.9 % (previous year 8.6– 9.9 %). Due to materiality, no detailed figures have been provided. With
the exception of the WACC, there is a positive correlation between the input factors and the fair value.
The increase in the fair values of the Other financial in Level 3 mainly results from foreign exchange rate
effects in the amount of € 1.9 m.
The Other receivables according to IFRS 9 in Level 3 relate to a variable purchase price receivable from the sale
of Riu Hotels S. A. at a carrying amount of € 108.1 m, carried as a financial instrument in the measure-
ment category at fair value through profit and loss. The fair value is determined using a probability calculation
for the future gross operating profit, taking account of contractual entitlements to an additional purchase price
demand and an appropriate risk-adjusted discount rate (– 0.33 % until – 0.22 %). Gross operating profit is de-
fined as total revenue minus operating expenses. The cash flows from the contractual claims set out in
the underlying Memorandum of Understanding depend solely on a number of contractually determined Riu
hotels delivering the gross operating profit for calendar years 2022 and 2023.
The variable purchase price payment varies as a function of delivering the contractually fixed gross operating
profit. Its’ maximum amount is limited. At least 90 % of the target gross operating profit contractually
agreed for 2022 or 2023, respectively, has to be achieved in order to generate a variable purchase price
payment. If the 90 % target is not met, no further purchase price payment will be made. The maximum
purchase price payment totals € 127.4 m. Due to different expectations regarding target achievement,
potential purchase price payments vary between € 0 and € 127.4 m.
TUI expects the hotels concerned to deliver around 95 % to 100 % of cumulative gross operating profit
in calendar year 2022 and around 100 % to 105 % in calendar year 2023. The current planning for the
relevant hotels (input parameters) is regularly reviewed by the responsible accounting staff. In the period
under review, following subsequent valuation, no profits or losses were carried in the profit and loss
statement in connection with the variable purchase price payment from the sale of Riu Hotels S. A.
A sensitivity analysis shows that an increase in the hotels’ gross operating profit of 10 % would result in a
change in the present value of the additional purchase price receivable of around € 20 m, while a reduction
in gross operating profit of 10 % would result in a change in the present value of around € – 95.9 m. An interest
rate shift of + / – 100 basis points would alter the present value of the purchase price receivable by around
€ 2.0 m.
E F F E C T S O N R E S U LT S
The effects of remeasuring the financial assets carried at fair value through OCI as well as the effective portions
of changes in fair values of derivatives designated as cash flow hedges are listed in the statement of changes in
equity.
The net results of the financial instruments by measurement category according to IFRS 9 are as follows:
Net results of financial instruments
€ million
Financial assets
At amortised cost
At fair value through profit or loss
Financial liabilities
At amortised cost
At fair value through profit or loss
Total
Net results of financial instruments
€ million
Financial assets
At amortised cost
At fair value through profit or loss
Financial liabilities
At amortised cost
At fair value through profit or loss
Total
2021
from interest
other
net results
from interest
1.3
0.2
1.1
– 255.7
– 255.7
–
– 254.4
140.3
140.5
– 0.2
– 114.2
– 12.7
– 101.5
26.1
141.6
140.7
0.9
– 369.9
– 268.4
– 101.5
– 228.3
from interest
other
net results
2020
from interest
24.7
15.0
9.7
– 17.4
– 17.4
–
7.3
– 193.4
– 193.2
– 0.2
– 402.6
– 24.2
– 378.4
– 596.0
– 168.7
– 178.2
9.5
– 420.0
– 41.6
– 378.4
– 588.7
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 3 4
N E T T I N G
The following financial assets and liabilities are subject to contractual netting arrangements:
Offsetting of financial liabilities
Offsetting of financial assets
Financial assets and
liabilities not set off in the
balance sheet
Collateral
received
Financial
liabilities
Net amount
€ million
Gross
amounts of
financial
assets
Gross
amounts of
financial
assets set
off
Net amounts of
financial liabilities set
off, presented in the
balance sheet
Financial assets and
liabilities not set off in the
balance sheet
Collateral
granted
Financial
assets
Net amount
Gross
amounts of
financial
assets
Gross
amounts of
financial
liabilities set
off
Net amounts of
financial assets set off,
presented in the
balance sheet
€ million
Financial assets as
at 30 Sep 2021
Derivative financial
assets
Cash and cash
equivalents
Financial assets as
at 30 Sep 2020
Derivative financial
assets
Cash and cash
equivalents
62.3
–
1,740.7
156.8
96.3
–
1,571.5
338.4
62.3
1,583.9
96.3
1,233.1
11.1
–
80.8
–
–
–
–
–
51.2
1,583.9
15.5
1,233.1
Financial liabilities
as at 30 Sep 2021
Derivative financial
liabilities
Financial liabilities
Financial liabilities
as at 30 Sep 2020
Derivative financial
liabilities
Financial liabilities
23.8
3,477.5
–
156.8
318.8
4,607.4
–
338.4
23.8
3,320.7
318.8
4,269.0
11.1
–
80.8
–
–
–
–
–
12.7
3,320.7
238.0
4,269.0
Financial assets and financial liabilities are only netted in the balance sheet if a legally enforceable right
to netting exists and the Company concerned intends to settle on a net basis.
The contracts for financial instruments are based on standardised master agreements for financial derivatives
(including ISDA Master Agreement, German master agreement for financial derivatives), creating a conditional
right to netting contingent on defined future events. Under the contractual agreements all derivatives contract-
ed with the corresponding counterparty with positive or negative fair values are netted in that case, resulting
in a net receivable or payable in the amount of the balance. As this conditional right to netting is not enforceable
in the course of ordinary business transactions and thus the criteria for netting is not met, the derivative
financial assets and liabilities are carried at their gross amounts in the balance sheet at the reporting date.
Financial assets and liabilities in the framework of the cash pooling scheme are shown on a net basis if there
is a right to netting in ordinary business transactions and the Group intends to settle on a net basis.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 3 5
Key figures of capital risk management
€ million
Ø Invested Capital
Underlying EBIT
ROIC
Gross financial liabilities
Lease liabilities (IFRS 16)
Defined benefit obligation recognised on the balance sheet
EBITDA (IFRS 16)
Leverage Ratio
2021
2020
6,913.1
– 2,075.5
– 30.0 %
3,320.8
3,229.4
798.0
– 1,000.4
– 7.3
7,134.8
– 2,997.0
– 42.0 %
4,269.0
3,399.9
651.7
– 1,355.0
– 6.1
C O N T E N T S
(42) Capital management
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
TUI Group’s capital management ensures that our goals and strategies can be achieved in the interest of
our share- / bond- and credit-holders as well as other stakeholders. The primary objectives of the Group
are as follows:
• Ensuring sufficient liquidity for the Group
• Profitable growth and a sustainable increase in TUI Group’s value
• Strengthening our cash generation allowing to invest, pay dividends and strengthen the balance sheet
• Maintaining sufficient debt capacity and an at least unchanged credit rating
In financial year 2021, the travel restrictions triggered by the COVID-19 pandemic continued to have a
strong negative impact on the Group’s earnings and liquidity development.
The financing measures carried out in the year under review are described in detail in the section on Going concern reporting
in accordance with the UK Corporate Governance Code (page 155), additional information can be found in the section ‘Financial
instruments’, on page 214 in the Notes.
175 Notes to the Consolidated
Income Statement
Management variables used in capital management to measure and control the above objectives are
Return On Invested Capital (ROIC) and the leverage ratio, presented in the table below.
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
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.
The TUI Group calculates the leverage ratio as the ratio of gross financial debt + lease liabilities + recognised
obligations from defined benefit pension plans to reported EBITDA. Due to the negative EBITDA, the
negative leverage ratio calculated for financial year 2021 is not a meaningful indicator. Our medium-term
objective is to return to a leverage ratio of below 3.0x.
TUI Group’s financial and liquidity management for all Group subsidiaries is centrally operated by TUI AG,
which acts as the Group’s internal bank. Financing and refinancing requirements, derived from the multi-year
finance budget, are satisfied by the timely conclusion of appropriate financing instruments. The short-term
liquidity reserve is safeguarded by syndicated credit facilities, bilateral bank loans and liquid funds.
Moreover, through intra-Group cash pooling the cash surpluses of individual Group companies are used
to finance the cash requirements of other Group companies.
2 3 6
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
Notes to the Cash Flow Statement
The cash flow statement shows the flow of cash and cash equivalents on the basis of a separate presentation
of cash inflows and outflows from operating, investing and financing activities. The effects of changes in the
group of consolidated companies and of foreign currency translation are eliminated.
review. A cash inflow of € 543.8 m was recorded from the sale of interests in Riu Hotels S. A. and Karisma Hotels
Caribbean S. A. Further cash inflows of € 19.6 m relate to the repayment of loans in connection with the sale
of the stakes in Togebi Holdings Limited (TUI Russia). A cash outflow of € 21.0 m related to a capital increase
in TUI Cruises GmbH.
In the period under review, cash and cash equivalents rose by € 353.0 m to € 1,586.1 m. Cash and cash
equivalents include an amount of € 2.2 m carried in the balance sheet item ‘Assets held for sale’ (previous
year € 0.0 m)
(45) Cash inflow / cash outflow from financing activities
153 Principles and
(43) Cash inflow / cash outflow from operating activities
Based on the Group result after tax, the cash flow from operating activities is derived using the indirect
method. In the completed financial year, the cash outflow from operating activities totalled € 151.3 m (previous
year € – 2,771.9 m). The cash outflow includes interest payments received of € 6.4 m (previous year € 25.1 m)
and dividends of € 14.2 m (previous year € 7.7 m). Income tax payments resulted in a cash outflow of € 9.0 m
(previous year inflow of € 56.1 m).
(44) Cash inflow / cash outflow from investing activities
In financial year 2021, the cash inflow from investing activities totalled € 704.7 m (previous year inflow of
€ 161.8 m). This amount includes a cash outflow for capital expenditure related to property, plant and
equipment and intangible assets of € 299.7 m (previous year € 587.0 m). The Group also recorded a cash
inflow of € 357.9 m, (previous year € 109.9 m) from the sale of property, plant and equipment and intangible
assets. In addition, investing activities include a cash inflow of € 105.5 m in connection with the sale of interests
in consolidated companies, including € 32.9 m for the divestment of Hapag-Lloyd Kreuzfahrten concluded in
the prior year and € 50.0 m for the sale of Nordotel S.A, completed after the end of the financial year under
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 3 7
The cash outflow from financing activities totalled € 233.5 m (previous year inflow of € 2,112.5 m). TUI AG
recorded a cash inflow of € 1,743.8 m from various equity measures after deduction of capital procurement
costs. Of this, € 1,084.4 m was attributable to the silent participations and € 542.5 m to the issue of
shares completed on January 28, 2021. A further € 82.4 m relate to the equity component of the convertible
bond issued and € 34.5 m to the equity component of the bond with warrants. A cash outflow of € 1.7 m
related to the purchase of shares, transferred to TUI Group employees in the framework of the oneShare
employee share programme. TUI AG recorded a cash inflow of € 598.6 m from taking out loans and bonds
after deduction of capital procurement costs. Other TUI Group companies took out loans worth € 257.0 m.
In the period under review, TUI AG reduced its syndicated credit facility by € 1,445.1 m and paid € 300.0 m
for the early redemption of a bond. Other Group companies recorded a cash outflow of € 94.1 m to repay
financial liabilities. A further cash outflow of € 587.2 m was used to redeem lease liabilities. A cash outflow
of € 404.8 m related to interest payments.
(46) Development of cash and cash equivalents
Cash and cash equivalents comprise all liquid funds, i. e. cash in hand, bank balances and cheques.
Cash and cash equivalents increased by € 33.2 m (previous year € – 17.0 m) due to foreign exchange effects.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
Other Notes
C O R P O R AT E G O V E R N A N C E
(47) Significant events after balance sheet date
(49) Remuneration of Executive and Supervisory Board members according to § 314 HGB
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 3 8
On 5 October 2021 TUI AG sold its investment in the subsidiary Nordotel S. A. to the joint venture Grupotel
S. A., both in Spain. For further details especially on the financial effects please refer to Note 23 ‘Assets
held for sale’.
In the completed financial year, the remuneration paid to Executive Bord members totalled € 4.9 m (pre-
vious year € 4.3 m), and that of the Supervisory Board members totalled € 3.6 m (previous year € 3.4 m).
With effect from 2 November 2021 TUI AG finalized its second capital increase in the calendar year 2021.
The net proceeds amounted to € 1.1 bn. The subscribed capital and number of shares increased by
€ 523.5 m to € 1,622.9 m. The remaining amount of € 0.6 bn increased the capital reserves. TUI AG intends
to use the net proceeds to reduce financial liabilities and interest expenses.
(48) Services of the auditors of the consolidated financial statements
TUI AG’s consolidated financial statements have been audited by Deloitte GmbH Wirtschaftsprüfungs-
gesellschaft. Since financial year 2017, Dr Hendrik Nardmann has been the auditor in charge. Total expenses
for the services provided by the auditors of the consolidated financial statements in financial year 2021
break down as follows:
Services of the auditors of the consolidated financial statements
€ million
2021
2020
Audit fees for TUI AG and subsidiaries in Germany
Audit fees
Review of interim financial statements
Other certification services (mainly in connection with comfort letters)
Other certification services
Total
3.1
3.1
0.3
0.8
1.1
4.2
3.3
3.3
0.8
0.5
1.3
4.6
Pension payments for former Executive Board members or their surviving dependants totalled € 6.1 m
(previous year € 6.1) in the completed financial year. Pension obligations according to IAS 19 for former
Executive Board members and their surviving dependants amounted to € 71.8 m (previous year € 73.5 m)
at the balance sheet date.
(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):
Use of exemption provision
DEFAG Beteiligungsverwaltungs GmbH I, Hanover
DEFAG Beteiligungsverwaltungs GmbH III, Hanover
FIRST Travel GmbH, Hanover
Flyloco GmbH, Rastatt
Last-Minute-Restplatzreisen GmbH, Rastatt
Leibniz-Service GmbH, Hanover
l’tur GmbH, Rastatt
MEDICO Flugreisen GmbH, Rastatt
Preussag Beteiligungsverwaltungs GmbH IX , Hanover
Robinson Club GmbH, Hanover
TICS GmbH Touristische Internet und Call Center Services, Rastatt TUI InfoTec GmbH, Hanover
TLT Urlaubsreisen GmbH, Hanover
TUI 4 U GmbH, Bremen
TUI aqtiv GmbH, Hanover
TUI Asset Management and Advisory GmbH, Hanover
TUI Aviation GmbH, Hanover
TUI Aviation Holding GmbH, Hanover
TUI Beteiligungs GmbH, Hanover
TUI Blue DE GmbH, Hanover
TUI Business Services GmbH, Hanover
TUI Customer Operations GmbH, Hanover
TUI Deutschland GmbH, Hanover
TUI Group Services GmbH, Hanover
TUI Hotel Betriebsgesellschaft mbH, Hanover
TUI Immobilien Services GmbH, Hanover
TUI Insurance & Financial GmbH, Hanover
TUI Leisure Travel Service GmbH, Neuss
TUIfly GmbH, Langenhagen
TUIfly Vermarktungs GmbH, Hanover
C O N T E N T S
(51) Related parties
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
Apart from the subsidiaries included in the consolidated financial statements, TUI AG, in carrying out its
ordinary business activities, maintains indirect or direct relationships with related parties. Related parties
controlled by the TUI Group or over which the TUI Group is able to exercise a significant influence are shown
in the list of shareholdings (Note 53) published in the Federal Gazette (www.bundesanzeiger.de). Apart from
pure equity investments, related parties also include companies that supply goods or provide services for
TUI Group companies.
Through the Economic Stabilisation Fund (ESF), the federal German government has indirectly acquired two
silent participations and a warrant bond, which combined form the stabilisation package for TUI AG. With the
payments of € 420 m made in connection with the first silent participation on 25 January 2021, a number of
terms and conditions relating to the package have entered into force, which TUI AG has to comply with.
Amongst others the ESF nominated two members of the supervisory board of TUI AG. Due to the scope of
those terms and conditions, ESF can exercise material control over TUI AG and hence is a related party. The
stabilisation measures received are significant business transactions with the ESF. Please refer to Note 27
‘Silent participations’ and Note 10 ‘Earnings per share’ for details regarding the warrant bond.
Transactions with related parties
€ million
Services provided by the Group to
non-consolidated Group companies
joint ventures
associates
other related parties
Total
Services received by the Group from
non-consolidated Group companies
joint ventures
associates
other related parties
Total
2021
2020
0.3
29.0
1.7
22.0
53.0
0.4
106.1
16.8
–
123.3
0.4
49.0
48.2
40.9
138.5
0.3
169.2
49.8
7.4
226.7
175 Notes to the Consolidated
Income Statement
Financial obligations from order commitments vis-à-vis related parties primarily relate to the purchasing
of hotel services.
Transactions with joint ventures and associates are primarily effected in the tourism business. They relate
in particular to the tourism services of the hotel companies used by the Group’s tour operators.
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
Transactions with related parties
€ million
Services provided by the Group
Management and consultancy services
Sales of tourism services
Other services
Total
Services received by the Group
Rental and leasing agreements
Purchase of hotel services
Distribution services
Other services
Total
2 3 9
In accordance with IAS 24, all transactions with related parties were executed on an arm’s length basis as
would be customary with third parties outside the Group.
In July 2021, TUI Group sold its shares in the Riu Hotels S. A. joint venture. For details of the transaction,
please refer to the section ‘Divestments’.
2021
2020
16.1
36.9
–
53.0
9.5
110.1
0.8
2.9
123.3
76.5
58.3
3.7
138.5
16.8
197.5
6.3
6.1
226.7
Receivables against related parties
€ million
Trade receivables from
non-consolidated Group companies
joint ventures
associates
other related parties
Total
Advances and loans to
non-consolidated Group companies
joint ventures
associates
other related parties
Total
Payments on account to
joint ventures
Total
Other receivables from
non-consolidated Group companies
joint ventures
associates
other related parties
Total
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 4 0
30 Sep 2021
30 Sep 2020
€ million
30 Sep 2021
30 Sep 2020
Payables due to related parties
–
4.2
3.9
5.5
13.6
–
3.1
27.3
2.5
32.9
24.4
24.4
1.3
1.4
1.8
–
4.5
–
6.2
5.6
3.2
15.0
0.1
39.6
60.0
–
99.7
28.6
28.6
1.7
87.9
1.7
34.3
125.6
Trade payables due to
non-consolidated Group companies
joint ventures
associates
other related parties
Total
Financial liabilities due to
non-consolidated Group companies
joint ventures
Total
Other liabilities due to
non-consolidated Group companies
joint ventures
associates
key management personnel
Total
0.3
19.6
3.0
–
22.9
0.5
111.9
112.4
4.9
6.3
2.3
3.3
16.8
0.1
23.2
7.5
–
30.8
0.5
134.6
135.1
5.3
6.9
3.8
3.2
19.2
Financial liabilities to joint ventures included liabilities from leases of € 111.9 m (previous year € 134.6 m).
The share of result of associates and joint ventures is shown separately in segment reporting.
Unifirm Limited, Cyprus, held 32.0 % of the shares in TUI AG as at 30 September 2021 (30 September 2020
24.9 %). Unifirm Limited is controlled by the family of Russian entrepreneur Alexej Mordashov, a member
of TUI’s Supervisory Board. DH Deutsche Holdings Limited, a Cyprus-based company controlled by the
joint venture partner Hamed El Chiaty, reduced its equity stake to less than 3.0 % in the period under
review.
The Executive Board and the Supervisory Board are key management personnel. They are therefore
related parties in the meaning of IAS 24 whose compensation must be disclosed separately.
Remuneration of Executive and Supervisory Board
€ million
Short-term benefits
Post-employment benefits
Share-based payment
Total
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
(52) International Financial Reporting Standards (IFRS) not yet applied
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
New standards endorsed by the EU, but applicable after 30 Sep 2021
175 Notes to the Consolidated
Income Statement
Standard
Applicable from
Amendments
2021
8.5
1.5
0.5
10.5
2020
7.7
2.9
– 3.8
6.8
Post-employment benefits are transfers to or reversals of pension provisions for Executive Board members
active in the reporting period. The expenses mentioned do not meet the definition of remuneration for
Executive and Supervisory Board members under German accounting rules. The share-based payments are
an offset amount of expenses due to the addition to the provision and income resulted from the reversal of
the provision due to the valuation.
Pension provisions for active Executive Board members total € 16.0 m (previous year € 16.6 m) as at the
balance sheet date. In addition, provisions of € 2.6 m (previous year € 2.1 m) are recognised relating to the
long-term incentive programme.
Expected impact on financial
position and performance
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
Amendments to IFRS 9, IAS 39, IFRS 7,
IFRS 4 and IFRS 16
Interest Rate Benchmark Reform (Phase 2)
Amendments to IAS 37
Onerous Contracts
1 Jan 2021
1 Jan 2022
The amendments address issues that affect financial reporting when an existing interest rate benchmark is actually replaced by an alternative
interest rate benchmark as a result of the interest rate benchmark reform.
No major impacts
The amendments specify which costs to include in assessing whether a contract is onerous. The amendments clarify that the cost of fulfilling
a contract consists of the direct cost of the contract representing either the incremental costs of fulfilling the contract or an allocation of other
costs that relate directly to fulfilling the contract.
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 41
Amendments to IAS 16
Proceeds before Intended Use
1 Jan 2022
Amendments to IFRS 3
Reference to the Conceptual Framework
Various
amendments to IFRS (2018– 2020 Cycle)
IFRS 17
Insurance Contracts
1 Jan 2022
1 Jan 2022
1 Jan 2023
The amendments prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items
produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended
by management. Instead, an entity has to recognise the proceeds from selling such items, and the cost of producing those items,
in profit or loss.
The amendments update a reference to the Conceptual Framework in IFRS 3 without changing the accounting requirements for business
combinations.
The amendments resulting from the Annual Improvements 2018– 2020 Cycle include small amendments to IFRS 1, IFRS 9, IAS 41, and the
Illustrative Examples accompanying IFRS 16.
IFRS 17 establishes the principles for the accounting for insurance contracts and replaces IFRS 4. On 25 June 2020, the IASB published
Amendments to IFRS 17 and deferred the effective date of the Standard to 1 January 2023. Amendments were also issued to address
challenges arising from the implementation of IFRS 17 that were identified after it was published.
TUI will review the impacts
of these amendments in due
course. We currently do not
expect to see any major impacts.
No major impacts
No impacts
No major impacts
Not relevant
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
The following amendments and new standards have not yet been endorsed by the European Union.
New standards and interpretations not yet endorsed by the EU and applicable after 30 Sep 2021
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Standard
Applicable from
Amendments
Amendments to IAS 1
Classification of Liabilities as Current
or Non-Current
1 Jan 2023
Amendments to IAS 1
Disclosure of Accounting Policies
1 Jan 2023
The amendments to IA S 1 are intended to clarify the criteria used to classify a liability as current or non-current. In future, the classification
of liabilities as current or non-current will exclusively be based on ‘rights’ that are in existence at the end of the reporting period. The
amendments additionally include guidance on the interpretation of the criterion ‘right to defer settlement by at least twelve months’ and
clarify what ‘settlement’ refers to. On 15 July 2020, the IA SB issued an amendment resulting in the deferral of the effective date to
1 January 2023.
The amendments to IA S 1 and IFRS Practice Statement 2 are to help preparers in deciding which accounting and measurement methods
to disclose in their financial statements. The amendments require entities to disclose their material accounting and measurement policy
information instead of their significant accounting and measurement policies.
Amendments to IAS 8
Definition of Accounting Estimates
Amendments to IAS 12
Deferred tax related to Assets and
Liabilities arising from a Single Transaction
1 Jan 2023
1 Jan 2023
The amendments to IA S 8 are to help entities to distinguish between accounting policies and accounting estimates. The definition of
a change in accounting estimates is replaced with a new definition of accounting estimates. It is clarified that a change in an accounting
estimate that results from new information or new developments is not the correction of an error.
The amendments clarify that deferred tax assets and liabilities have to be formed when a transaction gives rise to equal amounts
of deductible and taxable temporary differences at the same time. The initial recognition exemption, according to which deferred tax
assets or liabilities are not recognised on initial recognition of an asset or a liability, does not apply to transactions of this type.
No major impacts
No major impacts
Expected impact on financial
position and performance
TUI will review the impacts of this
amendment in due course. We
currently do not expect to see any
major impacts.
TUI will review the impacts of this
amendment on the disclosures
of accounting policies in due course.
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 4 2
C O N T E N T S
(53) TUI Group Shareholdings
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 4 3
Company
Country
Capital share in %
Company
Country
Capital share in %
Consolidated companies
Tourism
Absolut Holding Limited, Qormi
Adriasense d. o. o., Zagreb
Advent Insurance PCC Limited (Absolut Cell), Qormi
Africa Focus Tours Namibia (Proprietary) Limited, Windhuk
Antwun S. A., Clémency
ATC African Travel Concept Proprietary Limited, Kapstadt
ATC-Meetings and Conferences Proprietary Limited, Kapstadt
B. D.S Destination Services Tours, Kairo
B2B d. o. o., Dubrovnik
BU RIUSA II EOOD, Sofia
Cabotel-Hoteleria e Turismo Lda., Santiago
Cel Obert SL, Sant Joan de Caselles
Chaves Hotel & Investimentos S. A., Sal-Rei, Boa Vista Island
Citirama Ltd., Quatre Bornes
Club Hotel C V SA , Santa Maria
Club Hôtel Management Tunisia SARL, Djerba
Clubhotel Cala Serena S. A., Madrid
Clubhotel IP S. A., Athen
Clubhotel JD, S. A., Las Palmas
Cruisetour AG, Zürich
Daidalos Hotel- und Touristikunternehmen A. E., Athen
Darecko S. A., Luxemburg
Destination Services Singapore Pte Limited, Singapur
Egyptian Germany Co. for Hotels Limited, Kairo
Elena SL, Palma de Mallorca
ETA Turizm Yatirim ve Isletmeleri A. S., Ankara
Evre Grup Turizm Yatirim A. Ş., Ankara
Explorers Travel Club Limited, Luton
Faberest S. r. l., Verona
First Choice (Turkey) Limited, Luton
First Choice Holiday Hypermarkets Limited, Luton
First Choice Holidays & Flights Limited, Luton
First Choice Land (Ireland) Limited, Dublin
First Choice Travel Shops Limited, Luton
FIRST Reisebüro Güttler GmbH & Co. KG, Dormagen
FIRST Travel GmbH, Hannover
Malta
Croatia
Malta
Namibia
Luxembourg
South Africa
South Africa
Egypt
Croatia
Bulgaria
Cape Verde
Andorra
Cape Verde
Mauritius
Cape Verde
Tunisia
Spain
Greece
Spain
Switzerland
Greece
Luxembourg
Singapore
Egypt
Spain
Turkey
Turkey
United Kingdom
Italy
United Kingdom
United Kingdom
United Kingdom
Ireland
United Kingdom
Germany
Germany
Germany
flyloco GmbH, Rastatt
Portugal
Follow Coordinate Hotels Portugal Unipessoal Lda, Albufeira
India
Fritidsresor Tours & Travels India Pvt Ltd, Bardez, Goa
GBH Turizm Sanayi Isletmecilik ve Ticaret A. Ş., Istanbul
Turkey
GEAFOND Número Dos Fuerteventura S. A., Las Palmas, Gran Canaria Spain
GE AFOND Número Uno Lanzarote S. A., Las Palmas, Gran Canaria Spain
Gemma Limited, Unguja
German Tur Turizm Ticaret A. Ş., Izmir
Groupement Touristique International SA S, Lille
Gulliver Travel d. o. o., Dubrovnik
Hannibal Tourisme et Culture SA , Tunis
Hapag-Lloyd Reisebüro Hagen GmbH & Co. KG, Hannover
Hellenic EFS Hotel Management E. P. E., Athen
Holiday Center S. A., Cala Serena / Cala d’Or
Holidays Services S. A., Agadir
Hoteli Koločep d. d., Koločep
Hoteli Živogošće d. d., Živogošće
Iberotel International A. S., Antalya
Iberotel Otelcilik A. Ş., Istanbul
Imperial Cruising Company SARL, Heliopolis-Kairo
Incorun SA S, Saint Denis
Inter Hotel SARL, Tunis
Intercruises Shoreside & Port Services Canada, Inc., Quebec
Intercruises Shoreside & Port Services Pty Limited, Sydney
Intercruises Shoreside & Port Services Sam, Monaco
Intercruises Shoreside & Port Services SARL, Paris
Intercruises Shoreside & Port Services, Inc., State of Delaware
Itaria Limited, Nikosia
Jandia Playa S. A., Morro Jable / Fuerteventura
KHA pet d. o. o., Zagreb
KHA tri d. o. o., Zagreb
Kurt Safari Proprietary Limitied, White River – Mpumalanga
Kybele Turizm Yatırım San. Ve Tic. A. Ş., Istanbul
Label Tour EURL, Levallois-Perret
Last-Minute-Restplatzreisen GmbH, Rastatt
Le Passage to India Tours and Travels Pvt Ltd, New Delhi
Lima Tours S. A. C., Lima
Lodges & Mountain Hotels SARL, Notre Dame de Bellecombe, Savoie France
Tanzania
Turkey
France
Croatia
Tunisia
Germany
Greece
Spain
Morocco
Croatia
Croatia
Turkey
Turkey
Egypt
Reunion Island
Tunisia
Canada
Australia
Monaco
France
United States
Cyprus
Spain
Croatia
Croatia
South Africa
Turkey
France
Germany
India
Peru
99.9
100
100
100
100
50.1
100
100
100
100
100
100
100
100
100
100
100
100
100
100
89.8
100
100
66.6
100
100
100
100
100
100
100
100
100
100
75.1
100
100
100
100
100
100
100
100
100
100
100
100
70
100
100
100
100
100
100
100
90
51
100
100
100
100
100
100
100
100
100
100
51
100
100
100
91
100
100
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
24 4
Company
Country
Capital share in %
Company
Germany
l’tur GmbH, Rastatt
Switzerland
L’TUR Suisse AG, Dübendorf / ZH
United Kingdom
Lunn Poly Limited, Luton
Tunisia
Magic Hotels SA , Tunis
Austria
MAGIC LIFE Assets GmbH, Wien
Egypt
Magic Life Egypt for Hotels LLC, Sharm el Sheikh
Tunisia
Magic Tourism International S. A., Tunis
Mauritius
Manahe Ltd., Quatre Bornes
United Kingdom
Marella Cruises Limited, Luton
Germany
Medico Flugreisen GmbH, Rastatt
United Kingdom
Meetings & Events International Limited, Luton
Spain
Meetings & Events Spain S. L. U., Palma de Mallorca
United Kingdom
Meetings & Events UK Limited, Luton
France
Morvik EURL, Bourg Saint Maurice
Italy
Musement S. p. A., Mailand
Mexico
MX RIUSA II S. A. de C. V., Cabo San Lucas
Sweden
Nazar Nordic AB, Malmö
Spain
Nordotel S. A., San Bartolomé de Tirajana
Senegal
Nouvelles Frontières Senegal S. R. L., Dakar
Tanzania
Nungwi Limited, Sansibar
Ocean College LLC, Sharm el Sheikh
Egypt
Ocean Ventures for Hotels and Tourism Services SAE, Sharm el Sheikh Egypt
China
Pacific World (Beijing) Travel Agency Co., Ltd., Peking
China
Pacific World (Shanghai) Travel Agency Co. Limited, Shanghai
Malaysia
Pacific World Destination East Sdn. Bhd., Penang
Hong Kong SAR
Pacific World Meetings & Events Hong Kong, Limited, Hongkong
Monaco
Pacific World Meetings & Events SAM, Monaco
Singapore
Pacific World Meetings & Events Singapore Pte. Ltd, Singapur
France
Pacific World Meetings and Events France SARL, Nizza
Pacific World Travel Services Company Limited, Ho Chi Minh City
Vietnam
Papirüs Otelcilik Yatırım Turizm Seyahat İnşaat Ticaret A. Ş., Antalya Turkey
Egypt
Paradise Hotel Management Company LLC, Kairo
Belgium
PATS N. V., Oostende
Norway
Professor Kohts Vei 108 A S, Stabekk
Spain
Promociones y Edificaciones Chiclana S. A., Palma de Mallorca
Indonesia
PT Pacific World Nusantara, Bali
Cyprus
RC Clubhotel Cyprus Limited, Limassol
Morocco
RCHM S. A. S., Agadir
United Kingdom
Rideway Investments Limited, London
Jamaica
Riu Jamaicotel Ltd., Negril
100
99.5
100
100
100
100
100
51
100
100
100
100
100
100
100
100
100
100
100
100
100
98
100
100
65
100
100
100
100
90
100
100
100
100
100
100
100
100
100
100
Riu Le Morne Ltd, Port Louis
RIUSA II S. A., Palma de Mallorca*
Riusa Lanka (PV T ) Ltd., Ahungalla
RIUSA NED B. V., Amsterdam
Robinson Austria Clubhotel GmbH, Villach-Landskron
Robinson Club GmbH, Hannover
Robinson Club Italia S. p. A., Marina di Ugento
Robinson Club Maldives Private Limited, Malé
Robinson Clubhotel Turizm Ltd. Sti., Istanbul
Robinson Hoteles España S. A., Cala d’Or
Robinson Hotels Portugal S. A., Vila Nova de Cacela
Robinson Otelcilik A. Ş., Istanbul
Santa Maria Hotels SA , Santa Maria
SER AC Travel GmbH, Zermatt
Skymead Leasing Limited, Luton
Société d’Exploitation du Paladien Marrakech SA , Marrakesch
Société d’Investissement Aérien S. A., Casablanca
Société d’Investissement et d’Exploration du Paladien de
Calcatoggio (SIEPAC), Montreuil
Société d’investissement hotelier Almoravides S. A., Marrakesch
Société Marocaine pour le Developpement des Transports
Touristiques S. A., Agadir
Sons of South Sinai for Tourism Services and Supplies SAE,
Sharm el Sheikh
Stella Polaris Creta A. E., Heraklion
STIVA RII Ltd., Dublin
Summer Times International Ltd., Quatre Bornes
Summer Times Ltd., Quatre Bornes
Sunshine Cruises Limited, Luton
Tantur Turizm Seyahat A. Ş., Istanbul
Tec4Jets NV, Zaventem
Thomson Reisen GmbH, St. Johann
Thomson Travel Group (Holdings) Limited, Luton
TICS GmbH Touristische Internet und Call Center Services, Rastatt
TLT Reisebüro GmbH, Hannover
TLT Urlaubsreisen GmbH, Hannover
Travel Choice Limited, Luton
Travel Guide With Offline Maps B. V., Amsterdam
T T Hotels Croatia d. o. o., Zagreb
T T Hotels Italia S. R. L., Rom
* entrepreneurial management
Country
Mauritius
Spain
Sri Lanka
Netherlands
Austria
Germany
Italy
Maldives
Turkey
Spain
Portugal
Turkey
Cape Verde
Switzerland
United Kingdom
Morocco
Morocco
France
Morocco
Morocco
Egypt
Greece
Ireland
Mauritius
Mauritius
United Kingdom
Turkey
Belgium
Austria
United Kingdom
Germany
Germany
Germany
United Kingdom
Netherlands
Croatia
Italy
Capital share in %
100
50
100
100
100
100
100
100
100
100
67
100
100
100
100
100
100
100
100
100
84.1
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
Company
Country
Capital share in %
Company
T T Hotels Turkey Otel Hizmetleri Turizm ve ticaret A. Ş., Antalya
TUI (Suisse) AG, Zürich
TUI 4 U GmbH, Bremen
TUI Airlines Belgium N. V., Oostende
TUI Airlines Nederland B. V., Rijswijk
TUI Airways Limited, Luton
TUI aqtiv GmbH, Hannover
TUI Asset Management and Advisory GmbH, Hannover
TUI Austria Holding GmbH, Wien
TUI Belgium NV, Oostende
TUI Belgium Real Estate N. V., Brüssel
TUI Belgium Retail N. V., Zaventem
TUI Blue AT GmbH, Schladming
TUI Blue DE GmbH, Hannover
TUI Bulgaria EOOD, Varna
TUI Curaçao N. V., Curaçao
TUI Customer Operations GmbH, Hannover
TUI Cyprus Limited, Nikosia
TUI Danmark A / S, Kopenhagen
TUI Destination Experiences (Thailand) Limited, Bangkok*
TUI Destination Experiences Costa Rica SA , San José
TUI Destination Services Cyprus, Nikosia
TUI Deutschland GmbH, Hannover
TUI Dominicana SA S, Higuey
TUI España Turismo SL, Palma de Mallorca
TUI Finland Oy Ab, Helsinki
TUI France SA , Nanterre
TUI Hellas Travel Tourism and Airlines A. E., Athen
TUI Holding Spain S. L., Palma de Mallorca
TUI Holidays Ireland Limited, Dublin
TUI Hotel Betriebsgesellschaft mbH, Hannover
TUI Ireland Limited, Luton
TUI Italia S. r. l., Sorrent
TUI Italia S. r. l. ‘in liquidazione’, Fidenza
TUI Jamaica Limited, Montego Bay
TUI Malta Limited, Pieta
TUI Mexicana SA de C V, Mexico
TUI Nederland Holding N. V., Rijswijk
TUI Nederland N. V., Rijswijk
TUI Nordic Holding AB, Stockholm
Turkey
Switzerland
Germany
Belgium
Netherlands
United Kingdom
Germany
Germany
Austria
Belgium
Belgium
Belgium
Austria
Germany
Bulgaria
Country of Curaçao
Germany
Cyprus
Denmark
Thailand
Costa Rica
Cyprus
Germany
Dominican Republic
Spain
Finland
France
Greece
Spain
Ireland
Germany
United Kingdom
Italy
Italy
Jamaica
Malta
Mexico
Netherlands
Netherlands
Sweden
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
49
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
TUI Norge A S, Stabekk
TUI Northern Europe Limited, Luton
TUI Norway Holding A S, Stabekk
TUI Österreich GmbH, Wien
TUI Pension Scheme (UK) Limited, Luton
TUI Poland Dystrybucja Sp. z o. o., Warschau
TUI Poland Sp. z o. o., Warschau
TUI PORTUGAL – Agencia de Viagens e Turismo S. A., Faro
TUI Reisecenter Austria Business Travel GmbH, Wien
TUI Service AG, Altendorf
TUI Suisse Retail AG, Zürich
TUI Sverige AB, Stockholm
TUI Technology NV, Zaventem
TUI Travel Distribution N. V., Oostende
TUI UK Italia Srl, Turin
TUI UK Limited, Luton
TUI UK Retail Limited, Luton
TUI UK Transport Limited, Luton
TUIfly GmbH, Langenhagen
TUIfly Nordic AB, Stockholm
TUIfly Vermarktungs GmbH, Hannover
Tunisie Investment Services Holding S. A., Tunis
Tunisie Voyages S. A., Tunis
Tunisotel S. A. R. L., Tunis
Turcotel Turizm A. Ş., Istanbul
Turkuaz Insaat Turizm A. Ş., Ankara
Ultramar Express Transport S. A., Palma de Mallorca
Umbhaba Eco Lodge Proprietary Limited, Kapstadt
WOT Hotels Adriatic Management d. o. o., Zagreb
Zanzibar Beach Village Limited, Sansibar
All other segments
Absolut Insurance Limited, St. Peter Port
Canadian Pacific (UK) Limited, Luton
Cast Agencies Europe Limited, Luton
CP Ships (Bermuda) Ltd., Hamilton
CP Ships (UK) Limited, Luton
DEFAG Beteiligungsverwaltungs GmbH I, Hannover
DEFAG Beteiligungsverwaltungs GmbH III, Hannover
Europa 2 Ltd, Valletta
Country
Norway
United Kingdom
Norway
Austria
United Kingdom
Poland
Poland
Portugal
Austria
Switzerland
Switzerland
Sweden
Belgium
Belgium
Italy
United Kingdom
United Kingdom
United Kingdom
Germany
Sweden
Germany
Tunisia
Tunisia
Tunisia
Turkey
Turkey
Spain
South Africa
Croatia
Tanzania
Guernsey
United Kingdom
United Kingdom
Bermuda
United Kingdom
Germany
Germany
Malta
Capital share in %
100
100
100
100
100
100
100
100
74.9
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
85
51
100
100
100
100
100
100
100
100
100
2 4 5
* entrepreneurial management
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 4 6
Company
First Choice Holidays Finance Limited, Luton
First Choice Holidays Limited, Luton
First Choice Olympic Limited, Luton
Jetset Group Holding (Brazil) Limited, Luton
Jetset Group Holding Limited, Luton
Leibniz-Service GmbH, Hannover
Mala Pronta Viagens e Turismo Ltda., Curitiba
Manufacturer’s Serial Number 852 Limited, Dublin
PM Peiner Maschinen GmbH, Hannover
Preussag Beteiligungsverwaltungs GmbH IX , Hannover
Sovereign Tour Operations Limited, Luton
Thomson Airways Trustee Limited, Luton
travel-Ba.Sys GmbH & Co KG, Mülheim an der Ruhr
TUI Ambassador Tours Unipessoal Lda, Lissabon
TUI Aviation GmbH, Hannover
TUI Aviation Holding GmbH, Hannover
TUI Aviation Services Limited, Luton
TUI Beteiligungs GmbH, Hannover
TUI Brasil Operadora e Agencia de Viagens LTDA , Curitiba
TUI Business Services GmbH, Hannover
TUI Canada Holdings, Inc, Toronto
TUI Chile Operador y Agencia de Viajes SpA, Santiago
TUI China Travel CO. Ltd., Peking
TUI Group Fleet Finance Limited, Luton
TUI Group Services GmbH, Hannover
TUI Group UK Healthcare Limited, Luton
TUI Group UK Trustee Limited, Luton
TUI Immobilien Services GmbH, Hannover
TUI India Private Limited, New Delhi
TUI InfoTec GmbH, Hannover
TUI Insurance & Financial GmbH, Hannover
TUI International Holiday (Malaysia) Sdn. Bhd., Kuala Lumpur
TUI Leisure Travel Service GmbH, Neuss
TUI LTE Viajes S.A de C.V, Mexico City
TUI Spain, SLU, Madrid
TUI Travel Amber E&W LLP, Luton
TUI Travel Aviation Finance Limited, Luton
TUI Travel Common Investment Fund Trustee Limited, Luton
TUI Travel Group Management Services Limited, Luton
TUI Travel Group Solutions Limited, Luton
Country
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Germany
Brazil
Ireland
Germany
Germany
United Kingdom
United Kingdom
Germany
Portugal
Germany
Germany
United Kingdom
Germany
Brazil
Germany
Canada
Chile
China
United Kingdom
Germany
United Kingdom
United Kingdom
Germany
India
Germany
Germany
Malaysia
Germany
Mexico
Spain
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Capital share in %
Company
100
100
100
100
100
100
100
100
100
100
100
100
83.5
100
100
100
100
100
100
100
100
100
75
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
TUI Travel Holdings Limited, Luton
TUI Travel Limited, Luton
TUI Travel Overseas Holdings Limited, Luton
Non-consolidated Group companies
Tourism
‘Schwerin Plus’ Touristik-Service GmbH, Schwerin
Airline Consultancy Services S. A. R. L., Casablanca
Ambassador Tours S. A., Barcelona
Centro de Servicios Destination Management SA de C V, Cancun
FIRST Reisebüro Güttler Verwaltungs GmbH, Hannover
Hapag-Lloyd Reisebüro Hagen Verwaltungs GmbH, Hannover
HV Finance SA S, Levallois-Perret
Ikaros Travel A. E.(i. L.), Heraklion
L’TUR Polska Sp.z o. o., Stettin
L’TUR SARL, Schiltigheim
Lunn Poly (Jersey) Limited, St. Helier
N. S. E. Travel and Tourism A. E. (i. L.), Athen
NE A Synora Hotels Limited (Hinitsa Beach), Porto Heli Argolide
New Eden S. A., Marrakesch
Nouvelles Frontières Burkina Faso EURL, Ouagadougou
Nouvelles Frontières Tereso EURL, Grand Bassam
Nouvelles Frontières Togo S. R. L.(i.L), Lome
PCO Asia Pacific SDN BHD, George Town (Penang)
Résidence Hôtelière Les Pins SARL (i. L.), Levallois-Perret
Società Consortile a r. l. Tutela dei Viaggiatori TUI Italia
‘in liquidazione’, Fidenza (Pr)
Société de Gestion du resort Al Baraka, Marrakesch
T-Développement SA S, Levallois-Perret
Trendturc Turizm Otelcilik ve Ticaret A. Ş., Istanbul
Triposo GmbH i. L., Berlin
TUI 4 U Poland sp.zo. o., Warschau
TUI d. o. o., Maribor
TUI Magyarország Utazasi Iroda Kft., Budapest
TUI Reisecenter GmbH, Salzburg
TUI ReiseCenter Slovensko s. r. o., Bratislava
TUI Travel Cyprus Limited, Nikosia
TUIFly Academy Brussels, Zaventem
VPM Antilles S. R. L., Levallois-Perret
VPM SA , Levallois-Perret
Country
United Kingdom
United Kingdom
United Kingdom
Germany
Morocco
Spain
Mexico
Germany
Germany
France
Greece
Poland
France
Jersey
Greece
Greece
Morocco
Burkina Faso
Ivory Coast
Togo
Malaysia
France
Italy
Morocco
France
Turkey
Germany
Poland
Slovenia
Hungary
Austria
Slovakia (Slovak Republic)
Cyprus
Belgium
France
France
Capital share in %
100
100
100
80
100
100
100
75
70
100
100
100
100
100
100
100
100
100
100
99
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
153 Principles and
Methods underlying the
Consolidated Financial
Statements
171 Segment Reporting
175 Notes to the Consolidated
Income Statement
181 Notes to the
Consolidated Statement
of Financial Position
237 Notes to the Cash Flow
Statement
238 Other Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 4 7
Company
All other segments
Bergbau Goslar GmbH, Goslar
travel-Ba.Sys Beteiligungs GmbH, Mülheim an der Ruhr
Country
Germany
Germany
Egypt
Sri Lanka
Sri Lanka
Mauritius
United Kingdom
Greece
Cyprus
Turkey
Austria
Cyprus
Germany
Ireland
Egypt
Morocco
Egypt
Joint ventures and associates
Tourism
Abou Soma for Hotels S. A. E., Giza
Ahungalla Resorts Limited, Colombo
Aitken Spence Travels (Private) Limited, Colombo
Alpha Tourism and Marketing Services Ltd., Port Louis
ARP Africa Travel Limited, Harrow
Atlantica Hellas A. E., Rhodos
Atlantica Hotels and Resorts Limited, Lemesos
Bartu Turizm Yatirimlari Anonim Sirketi, Istanbul
Clubhotel Kleinarl GmbH & Co KG, Flachau
Daktari Travel & Tours Ltd., Limassol
DER Reisecenter TUI GmbH, Dresden
Diamondale Limited, Dublin
ENC for touristic Projects Company S. A. E., Sharm el Sheikh
Etapex, S. A., Agadir
Fanara Residence for Hotels S. A. E., Sharm el Sheikh
Gebeco Gesellschaft für internationale Begegnung und
Cooperation mbH & Co. KG, Kiel
Germany
Spain
GRUPOTEL DOS S. A., Can Picafort
Vietnam
Ha Minh Ngan Company Limited, Hanoi
Israel
Holiday Travel (Israel) Limited, Airport City
Belgium
Hydrant Refuelling System NV, Brüssel
InteRes Gesellschaft für Informationstechnologie mbH, Darmstadt Germany
Interyachting Limited, Limassol
Jaz Hospitality Services DMCC, Dubai
Jaz Hotel Group S. A. E., Kairo
Kamarayat Nabq Company for Hotels S. A. E., Sharm el Sheikh
Pollman’s Tours and Safaris Limited, Mombasa
Raiffeisen-Tours RT-Reisen GmbH, Burghausen
Ranger Safaris Ltd., Arusha
Sharm El Maya Touristic Hotels Co. S. A. E., Kairo
Südwest Presse + Hapag-Lloyd Reisebüro GmbH & Co.KG, Ulm
Sun Oasis for Hotels Company S. A. E., Hurghada
Sunwing Travel Group, Inc, Toronto
Teckcenter Reisebüro GmbH, Kirchheim unter Teck
Cyprus
United Arab Emirates
Egypt
Egypt
Kenya
Germany
Tanzania
Egypt
Germany
Egypt
Canada
Germany
Capital share in %
Company
Country
Capital share in %
Tikida Bay S. A., Agadir
TIKIDA DUNES S. A., Agadir
Tikida Palmeraie S. A., Marrakesch
Travco Group Holding S. A. E., Kairo
TR AVEL Star GmbH, Hannover
TR AVEL Star Touristik GmbH & Co. OHG, Wien
TUI Cruises GmbH, Hamburg
UK Hotel Holdings F ZC L. L. C., Fujairah
Vitya Holding Co. Ltd., Takua, Phang Nga Province
WOT Hotels Adriatic Asset Company d. o. o., Tučepi
All other segments
.BOSYS SOF T WARE GMBH, Hamburg
MSN 1359 GmbH, Hannover
Morocco
Morocco
Morocco
Egypt
Germany
Austria
Germany
United Arab Emirates
Thailand
Croatia
Germany
Germany
34
30
33.3
50
50
50
50
50
47.5
50
25.2
25
100
83.5
16.7
40
50
25
25
50
49.9
50
24
33.3
50
27
50
35
50
50
50
50
50
25
25.2
45
50
51
50
25
25.1
25
50
50
50
49
50
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
248 Responsibility Statement
by Management
RE SPONSIBILIT Y STATE ME NT
BY MANAGE ME NT
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 perfor-
mance of the business and the position of the Group, together with a description of the principal oppor-
tunities and risks associated with the expected development of the Group.
249 Independent Auditor’s
Hanover, 6 December 2021
The Executive Board
Friedrich Joussen
David Burling
Sebastian Ebel
Peter Krueger
Frank Rosenberger
Sybille Reiss
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 4 8
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
INDEPE NDE NT AUDITOR ’ S REPORT
C O R P O R AT E G O V E R N A N C E
To TUI AG, Berlin and Hanover / Germany
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 4 9
Report on the audit of the consolidated financial statements
and of the combined management report
Audit Opinions
We have audited the consolidated financial statements of TUI AG, Berlin and Hanover / Germany, and its
subsidiaries (the Group), which comprise the consolidated statement of financial position as at 30 Sep-
tember 2021, and the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the financial
year from 1 October 2020 to 30 September 2021, and the notes to the consolidated financial statements,
including a summary of significant accounting policies. In addition, we have audited the combined manage-
ment report for the parent and the group of TUI AG, Berlin and Hanover / Germany, for the financial year
from 1 October 2020 to 30 September 2021. In accordance with the German legal requirements, we have
not audited the content of those parts of the combined management report set out in the appendix to the
auditor’s report.
In our opinion, on the basis of the knowledge obtained in the audit,
• the accompanying consolidated financial statements comply, in all material respects, with the IFRS as
adopted by the EU and the additional requirements of German commercial law pursuant to Section
315e (1) HGB and, in compliance with these requirements, give a true and fair view of the assets, liabilities
and financial position of the Group as at 30 September 2021 and of its financial performance for the
financial year from 1 October 2020 to 30 September 2021, and
• the accompanying combined management report as a whole provides an appropriate view of the Group’s
position. In all material respects, this combined management report is consistent with the consolidated
financial statements, complies with German legal requirements and appropriately presents the opportunities
and risks of future development. Our audit opinion on the combined management report does not cover
the content of those parts of the combined management report set out in the appendix to the auditor’s
report.
Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations
relating to the legal compliance of the consolidated financial statements and of the combined manage-
ment report.
Basis for the Audit Opinions
We conducted our audit of the consolidated financial statements and of the combined management report
in accordance with Section 317 HGB and the EU Audit Regulation (No. 537 / 2014; referred to subsequently
as ‘EU Audit Regulation’) and in compliance with German Generally Accepted Standards for Financial Statement
Audits promulgated by the Institut der Wirtschaftsprüfer (IDW). We performed the audit of the consolidated
financial statements in supplementary compliance with the International Standards on Auditing (ISA). Our
responsibilities under those requirements, principles and standards are further described in the ‘Auditor’s
Responsibilities for the Audit of the Consolidated Financial Statements and of the Combined Management
Report’ section of our auditor’s report. We are independent of the group entities in accordance with the
requirements of European law and German commercial and professional law, and we have fulfilled our other
German professional responsibilities in accordance with these requirements. In addition, in accordance with
Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services
prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial statements
and on the combined management report.
C O N T E N T S
Key Audit Matters in the Audit of the Consolidated Financial Statements
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
248 Responsibility Statement
by Management
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements for the financial year from 1 October 2020 to 30 September 2021.
These matters were addressed in the context of our audit of the consolidated financial statements as a
whole and in forming our audit opinion thereon; we do not provide a separate audit opinion on these
matters.
In the following we present the key audit matters we have determined in the course of our audit:
1 Impact of the COVID-19 pandemic on the going-concern assumption and presentation of associated risks
2 Recoverability of goodwill,
3 Recoverability of touristic payments on account for hotel services,
4 Recoverability of deferred tax assets
5 Specific provisions
249 Independent Auditor’s
Our presentation of these key audit matters has been structured as follows:
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 5 0
A Description (including reference to corresponding information in the consolidated financial statements)
B Auditor’s response
1 Impact of the COVID-19 pandemic on the going-concern assumption and
presentation of associated risks
A The global travel restrictions to contain COVID-19 have had a significant negative impact on the Group’s
earnings and liquidity performance from the end of March 2020 and throughout the 2020 / 21 financial year.
In the notes to the consolidated financial statements, the management board states that TUI Group is cur-
rently still affected by the negative impact of the COVID-19 pandemic and that it is currently not foreseeable
when the travel programme can be fully resumed. The management board also explains that numerous
financing measures had been successfully implemented in the reporting year and up to the date of prepara-
tion of the consolidated financial statements, including stabilisation measures by the Federal Republic of
Germany in the form of a KfW credit line and silent participations by the Economic Stabilisation Fund (WSF)
as well as capital increases. Based on the funds raised from the financing measures and the expected oper-
ating cash flow, the management board assumes that the preparation of the consolidated financial state-
ments using the going concern assumption is appropriate and that there is no material uncertainty at the
time of preparation of the consolidated financial statements that could cast significant doubt on the Group’s
ability to continue as a going concern. The remaining risk with regard to a further pandemic-related change
of the booking behaviour is no longer considered by the management board to be a risk threatening the
Group’s ability to continue as a going concern. In this assessment, the management board expects that the
booking figures for the financial year 2021 / 22 will successively recover and that the booking behaviour in the
financial year 2022 / 23 will largely correspond to the pre-pandemic level. Here, the management
board expects that no further long-term closures and lockdowns will be on hand, which could affect the
travel behaviour. Nevertheless, the customer bookings could be lower than expected on account of new
travel restrictions, an insufficient vaccination rate against the COVID-19 virus in the single countries as well
as on account of virus variants, such as the new Omicron virus variant, for which there may not be sufficient
vaccination protection and could thus affect the development of TUI Group. In our view, this is a key audit
matter because it strongly depends on discretionary assumptions and estimations made by the manage-
ment board and is subject to uncertainties.
The disclosures on the aforementioned risks and their assessment are included in the ‘Going Concern
Reporting under the UK Corporate Governance Code’ section of the notes to the consolidated financial
statements. Furthermore, we refer to the section ‘Viability Statement’ of the combined management
report.
B As part of our audit, we considered whether the preparation of the consolidated financial statements in
accordance with the going concern assumption is appropriate and whether a material uncertainty that
may cast significant doubt on the Group’s ability to continue as a going concern should be disclosed in
the notes to the consolidated financial statements. In addition, we have audited the notes to the consoli-
dated financial statements in this context for completeness and accuracy. In particular, we checked the
plausibility of the forecasts of the management board with regards to the liquidity development of
the group and compliance with the covenants, especially against the background of the developing
COVID-19-Pandemic. First of all, we checked the plausibility of the management board’s planning
approved by the supervisory board and the assumptions contained therein by comparing them with
general and industry-specific market expectations as well as with historical data. In addition, we tested
the extent to which the actual development of revenues, earnings and liquidity may deviate from the
management board’s expectations by sensitising the planning submitted by the management board
until a potential threat to TUI Group’s continued existence as a going concern would arise.
In this process, we were supported by our internal valuation and restructuring specialists. During the entire
audit process, we regularly discussed the individual financing measures as well as the main planning assump-
tions with representatives of TUI Group. As of the financing measures already carried out during the financial
statements preparation period, we have inspected the relevant documents, contracts and agreements and
critically reviewed them with regard to their impacts on the consolidated financial statements. In particular,
we critically reviewed the current short-term liquidity forecast prepared by the Company until the
completion of the audit. In addition, we – involving our specialists – assessed the updated assumptions
underlying the short-term liquidity forecast for plausibility.
C O N T E N T S
2 Recoverability of goodwill
A In TUI AG’s consolidated financial statements as at 30 September 2021, goodwill totalling mEUR 2,993.1
is reported under the item ‘goodwill’ within the statement of financial position. Goodwill is subject to an
impairment test at least once a year. Valuation is made by means of a valuation model based on the
discounted cash flow method. Since the outcome of this valuation strongly depends on the estimate of
future cash inflows by the management board and on the discount rate used, there is an increased
degree of forecasting uncertainty given the uncertain further impacts of the COVID-19 pandemic. Thus,
the valuation is subject to significant uncertainty. Against this background, we believe that this is a key
audit matter.
The Company’s disclosures on goodwill are provided in Note (12) of the notes to the consolidated finan-
cial statements.
B We evaluated the process for performing the impairment test on goodwill, and carried out an assessment
of the accounting-relevant controls contained therein. Specifically, we satisfied ourselves of the appropri-
ateness of the future cash inflows used in the calculation. To do so, among other things, we compared
these figures with the current budgets contained in the three-year plan adopted by the management
board and approved by the supervisory board, and reconciled it with general and industry-specific market
expectations. Since even relatively small changes in the discount rate can have a material effect on the
amount of the business value determined in this way, we also focused on examining the parameters used
to determine the discount rate used, including the weighted average cost of capital, and analysed the
calculation algorithm. Owing to the material significance of goodwill and the fact that the valuation also
depends on macroeconomic conditions which are beyond the control of the Company, we also assessed
the sensitivity analyses prepared by the Company for the cash-generating units with low excess cover
(carrying amount compared to the realisable amount).
3 Recoverability of touristic payments on account for hotel services,
A Payments on account for hotel services amounting to mEUR 225.5 are recognised under the item ‘touristic
payments on account’ reported in the statement of financial position in TUI AG’s consolidated financial state-
ments as at 30 September 2021.
In our view, this is a key audit matter, as the valuation of this significant item is based to a large extent on
estimates and assumptions made by the management board.
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 51
The Company’s disclosures on ‘Touristic payments on account’ are provided in Note (18) of the notes to the
consolidated financial statements.
B We evaluated the valuation process for touristic payments on account and carried out an assessment
of the accounting-relevant controls contained therein. In the knowledge that there is an increased risk
of misstatement in financial reporting when using estimated values, and that the valuation decisions
of the management board have a direct and significant effect on the consolidated profit, we have assessed
the appropriateness of the values recognised by comparing them against historical values and by
means of the contractual bases presented to us. We have assessed the recoverability of touristic payments
on account particularly in the light of the travel restrictions in force since March 2020 in connection
with the COVID-19 pandemic and the resulting underutilisation of hotel capacities in a wide number of
touristic destination areas. We did so taking into account, among other things, the repayment schedules
agreed with the hoteliers concerned, the options for offsetting against future overnight accommodation,
framework agreements concluded, and potential risks of insolvency affecting individual hotels.
4 Recoverability of deferred tax assets
A TUI AG’s consolidated financial statements as at 30 September 2021 report deferred tax assets totalling
mEUR 291.1 under the statement of financial position item ‘deferred tax assets’. Recoverability of the
capitalised deferred taxes is measured by means of forecasts about the future earnings situation.
In our view, this is a key audit matter because it strongly depends on estimates and assumptions
made by the management board and is subject to uncertainties.
The Company’s disclosures on deferred tax assets are provided in the notes to the consolidated financial
statements under Note (20) ‘Accounting policies’.
B We involved our own tax experts in our audit of tax issues. With their support, we assessed the internal
processes and controls established for recognising tax issues. We assessed the recoverability of deferred
tax assets on the basis of internal forecasts on the future taxable income situation of TUI AG and its
major subsidiaries. In this context, we referred to the planning prepared by the management board, and
assessed the appropriateness of the planning basis used. Among other things, these were examined in
the light of general and industry-specific market expectations.
C O N T E N T S
5 Specific provisions
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 5 2
A TUI AG’s consolidated financial statements as at 30 September 2021 report provisions for maintenances
of mEUR 794.3 under the statement of financial position item ‘other provisions’. Furthermore, provisions
for pensions and similar obligations of mEUR 935.1 were recognised as of 30 September 2021. In our view,
these facts are key audit matters, as the recognition and measurement of these significant items are
based to a large extent on estimates and assumptions made by the management board.
The Company’s disclosures on provisions are provided under the Notes (30) and (31) as well as under the
disclosures on recognition and measurement methods set out in the notes to the consolidated financial
statements.lten.
B We evaluated the process of recognition and measurement applicable to specific provisions, and carried
out an assessment of the accounting-relevant controls contained therein. In the knowledge that there is
an increased risk of misstatements in financial reporting with estimated values, and that the valuation
decisions of the management board have a direct and significant effect on the consolidated profit, we
assessed the appropriateness of the values recognised by comparing them against historical values and
by means of the contractual bases presented to us.
Among other things, we
• assessed the computation of the expected maintenance costs for aircrafts. This was done on the basis
of group-wide maintenance contracts, price increases expected on the basis of external market forecasts
and the discount rates applied, supported by our own analyses;
• assessed the appropriateness of the valuation parameters used to calculate the pension provisions.
Among other things, we did so by comparing them against market data and taking into account the
expertise of our internal pension valuation experts.
Other information
The management board and the supervisory board are responsible for the other information. The other
information comprises:
• Report of the supervisory board
• Report of the audit committee
• the unaudited content of those parts of the combined management report specified in the appendix
to the auditor’s report,
• the executive directors’ confirmation regarding the consolidated financial statements and the combined
management report pursuant to Section 297 (2) sentence 4 HGB and Section 315 (1) sentence 5 HGB,
respectively, and
• all sundry parts of the business report,
• but not the consolidated financial statements, the audited content of the combined management report
and our audit opinion thereon.
The supervisory board is responsible for the report of the supervisory board and for the report of the
audit committee. The management board and the supervisory board are responsible for the statement
pursuant to Section 161 German Stock Corporation Law (AktG) on the German Corporate Governance
Code, which forms part of the statement on corporate governance included in the section ‘Corporate
Governance Report’ set out in the combined management report. Otherwise, the management board is
responsible for the other information.
Our audit opinions on the consolidated financial statements and on the combined management report do not
cover the other information, and consequently we do not express an audit opinion or any other form of
assurance conclusion thereon.
In connection with our audit, our responsibility is to read the other information and, in so doing, to con-
sider whether the other information
• is materially inconsistent with the consolidated financial statements, the audited content in the combined
management report or our knowledge obtained in the audit, or
• otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Management Board and the Supervisory Board for the Consolidated
Financial Statements and the Combined Management Report
The management board is responsible for the preparation of the consolidated financial statements that
comply, in all material respects, with IFRS as adopted by the EU and the additional requirements of German
commercial law pursuant to Section 315e (1) HGB, and that the consolidated financial statements, in compliance
with these requirements, give a true and fair view of the assets, liabilities, financial position and financial
performance of the Group. In addition, the management board is responsible for such internal control as it
has determined necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the executive board is responsible for assessing the
Group’s ability to continue as a going concern. It also has the responsibility for disclosing, as applicable,
matters related to going concern. In addition, it is responsible for financial reporting based on the going
concern basis of accounting unless there is an intention to liquidate the Group or to cease operations, or
there is no realistic alternative but to do so.
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 5 3
Furthermore, the management board is responsible for the preparation of the combined management
report that as a whole provides an appropriate view of the Group’s position and is, in all material respects,
consistent with the consolidated financial statements, complies with German legal requirements, and
appropriately presents the opportunities and risks of future development. In addition, the management
board is responsible for such arrangements and measures (systems) as it has considered necessary to enable
the preparation of a combined management report that is in accordance with the applicable German
legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the
combined management report.
The supervisory board is responsible for overseeing the Group’s financial reporting process for the preparation
of the consolidated financial statements and of the combined management report.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of
the Combined Management Report
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and whether the combined
management report as a whole provides an appropriate view of the Group’s position and, in all material respects,
is consistent with the consolidated financial statements and the knowledge obtained in the audit, complies
with the German legal requirements and appropriately presents the opportunities and risks of future develop-
ment, as well as to issue an auditor’s report that includes our audit opinions on the consolidated financial
statements and on the combined management report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accord-
ance with Section 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted
Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) and in
supplementary compliance with the ISA will always detect a material misstatement. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these consolidated financial
statements and this combined management report.
We exercise professional judgement and maintain professional scepticism throughout the audit. We also
• identify and assess the risks of material misstatement of the consolidated financial statements and of
the combined management report, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our audit opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal controls.
• obtain an understanding of internal control relevant to the audit of the consolidated financial statements and
of arrangements and measures relevant to the audit of the combined management report in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit
opinion on the effectiveness of these systems.
• evaluate the appropriateness of accounting policies used by the executive board and the reasonableness of
estimates made by the executive board and related disclosures.
• conclude on the appropriateness of the management board’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condi-
tions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw attention in the auditor’s report to the related disclo-
sures in the consolidated financial statements and in the combined management report or, if such disclosures
are inadequate, to modify our respective audit opinions. Our conclusions are based on the audit evidence
obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to
cease to be able to continue as a going concern.
• evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements present the underlying transactions and
events in a manner that the consolidated financial statements give a true and fair view of the assets, liabilities,
financial position and financial performance of the Group in compliance with IFRS as adopted by the EU and
with the additional requirements of German commercial law pursuant to Section 315e (1) HGB.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express audit opinions on the consolidated financial statements and on the
combined management report. We are responsible for the direction, supervision and performance of the
group audit. We remain solely responsible for our audit opinions.
• evaluate the consistency of the combined management report with the consolidated financial statements, its
conformity with German law, and the view of the Group’s position it provides.
• perform audit procedures on the prospective information presented by the management board in the
combined management report. On the basis of sufficient appropriate audit evidence we evaluate, in
particular, the significant assumptions used by the management board as a basis for the prospective
information, and evaluate the proper derivation of the prospective information from these assumptions.
We do not express a separate audit opinion on the prospective information and on the assumptions
used as a basis. There is a substantial unavoidable risk that future events will differ materially from the
prospective information.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
C O N T E N T S
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C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
We also provide those charged with governance with a statement that we have complied with the relevant
independence requirements, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, the related safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and are
therefore the key audit matters. We describe these matters in the auditor’s report unless law or regulation
precludes public disclosure about the matter.
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
Other legal and regulatory requirements
148 Consolidated Financial
Statements
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 5 4
Report on the Audit of the Electronic Files of the Consolidated Financial Statements
and of the Combined Management Report prepared for Publication pursuant to Section
317 (3a) HGB
A U D I T O P I N I O N
In accordance with Section 317 (3a) HGB, we have assessed with reasonable assurance whether the elec-
tronic files of the consolidated financial statements and of the combined management report (hereafter
referred to as ‘ESEF files’) prepared for publication, contained in the accompanying file, which has the
SHA256: C75413208140981CEFEF72B470AB1D0EE2A7973DD61556DC244310550832DF54, meet, in all material
respects, the requirements concerning the electronic reporting format (‘ESEF format’) pursuant to Section 328
(1) HGB. In accordance with the German legal requirements, this audit only covers the transfer of the
consolidated financial statements’ and the combined management report’s information into the ESEF
format, and therefore covers neither the information contained in these electronic files nor any other
information contained in the file stated above.
In our opinion, the electronic files of the consolidated financial statements and of the combined management
report prepared for publication contained in the accompanying file stated above meet, in all material
respects, the requirements concerning the electronic reporting format pursuant to Section 328 (1) HGB.
Beyond this audit opinion and our audit opinions on the accompanying consolidated financial statements
and on the accompanying combined management report for the financial year from 1 October 2020 to
30 September 2021 contained in the above ‘Report on the Audit of the Consolidated Financial Statements
and of the Combined Management Report’, we do not express any audit opinion on the information
contained in these electronic files and on any other information contained in the file stated above.
B A S I S F O R T H E A U D I T O P I N I O N
We conducted our audit of the electronic files of the consolidated financial statements and of the combined
management report contained in the accompanying file stated above in accordance with Section 317 (3a) HGB
and on the basis of the IDW Draft Auditing Standard: Audit of the Electronic Files of the Annual Financial
Statements and of the Management Report prepared for Publication pursuant to Section 317 (3a) HGB (IDW
Draft AuS 410). Our responsibilities in this context are further described in the section ‘Auditor’s Responsibilities
for the Audit of the ESEF Files’. Our audit firm has applied the Quality Assurance Standard: Quality Assurance
Requirements in Audit Practices (IDW QS 1) promulgated by the Institut der Wirtschaftsprüfer (IDW).
R E S P O N S I B I L I T I E S O F T H E M A N A G E M E N T B O A R D A N D T H E S U P E R V I S O R Y B O A R D F O R T H E E S E F F I L E S
The executive directors of the parent are responsible for the preparation of the ESEF files based on the
electronic files of the consolidated financial statements and of the combined management report according to
Section 328 (1) sentence 4 no. 1 HGB and for the tagging of the consolidated financial statements according to
Section 328 (1) sentence 4 no. 2 HGB.
In addition, the management board of the Company is responsible for such internal control as it has
determined necessary to enable the preparation of ESEF files that are free from material violations against the
requirements concerning the electronic reporting format pursuant to Section 328 (1) HGB, whether due to
fraud or error.
The supervisory board is responsible for overseeing the preparation of the ESEF files as part of the financial
reporting process.
A U D I T O R ’ S R E S P O N S I B I L I T I E S F O R T H E A U D I T O F T H E E S E F F I L E S
Our objectives are to obtain reasonable assurance about whether the ESEF files are free from material
violations, whether due to fraud or error, against the requirements pursuant to Section 328 (1) HGB. We exercise
professional judgement and maintain professional scepticism throughout the audit.
C O N T E N T S
We also
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
• identify and assess the risks of material violations against the requirements pursuant to Section 328 (1) HGB,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our audit opinion.
• obtain an understanding of internal control relevant to the audit of the ESEF files in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion
on the effectiveness of these controls.
• assess the technical validity of the ESEF files, i.e. whether the file containing the ESEF files meets the
requirements of the Delegated Regulation (EU) 2019 / 815 in the version applicable as of the balance sheet
date as to the technical specification of this file.
• evaluate whether the ESEF files enable a XHTML copy of the audited consolidated financial statements and of
O T H E R M AT T E R – U S E O F I N D E P E N D E N T A U D I T O R ’ S R E P O R T
Our audit opinion should always be read in conjunction with the audited consolidated financial statements and
the audited combined management report as well as the audited ESEF documents. The consolidated financial
statements and combined management report converted to the ESEF format – including the versions to be
published in the Federal Gazette – are merely electronic reproductions of the audited annual financial
statements and the audited combined management report and do not replace them. In particular, the ESEF
opinion and our audit opinion contained therein can only be used in conjunction with the audited ESEF
documents provided in electronic form.
G E R M A N P U B L I C A U D I T O R R E S P O N S I B L E F O R T H E E N G A G E M E N T
The German Public Auditor responsible for the engagement is Dr Hendrik Nardmann.
153 Notes
the audited combined management report whose content is identical with these documents.
A P P E N D I X T O T H E I N D E P E N D E N T A U D I T O R ’ S R E P O R T: PA R T S O F T H E C O M B I N E D M A N A G E M E N T R E P O R T
• evaluate whether the ESEF files have been tagged using inline XBRL technology (iXBRL) in accordance with
Articles 4 and 6 of Delegated Regulation (EU) 2019 / 815 as applicable at the reporting date in a way that
enables an appropriate and complete machine-readable XBRL copy of the XHTML copy.
W H O S E C O N T E N T S A R E U N A U D I T E D
We have not audited the content of the following parts of the combined management report:
F U R T H E R I N F O R M AT I O N P U R S U A N T T O A R T. 1 0 O F T H E E U A U D I T R E G U L AT I O N
We were elected as group auditor by the general meeting on 25 March 2021. We were engaged by the
Supervisory Board on 25 March / 1 April 2021. We have been the group auditor of TUI AG, Berlin and
Hanover / Germany, without interruption since the financial year 2016 / 17.
• the non-financial statement pursuant to Sections 315b and 315c German Commercial Code (HGB) included
in the section ‘Combined non-financial group statement’ of the combined management report
• the statement on corporate governance pursuant to Section 289f and Section 315d HGB included in section
‘Corporate Governance Report’ of the combined management report, and
• the other parts of the combined management report marked as unaudited.
We declare that the audit opinions expressed in this auditor’s report are consistent with the additional report
to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report).
Hanover / Germany, 7 December 2021
R E V I E W O F T H E M A N A G E M E N T B O A R D ’ S D E C L A R AT I O N O F C O M P L I A N C E W I T H T H E U K C O R P O R AT E
G O V E R N A N C E C O D E
Pursuant to item 9.8.10 R (1 and 2) of the Listing Rules in the UK, we were engaged to review the management
board’s statement pursuant to item 9.8.6 R (6) of the Listing Rules in the UK relating to compliance with
provisions 6 and 24 to 29 of the UK Corporate Governance Code included in the report on the UK Corporate
Governance Code, and the management board’s statement pursuant to item 9.8.6 R (3) of the Listing Rules in
the UK included in the ‘Viability statement’ section of the combined management report and in chapter ‘Going
concern reporting according to the UK Corporate Governance Code’ of the notes to the consolidated financial
statements in the financial year 2020 / 2021. We have nothing to report in this regard.
Deloitte GmbH
Wirtschaftsprüfungsgesellschaft
Signed:
Christoph B. Schenk
Wirtschaftsprüfer
(German Public Auditor)
Signed:
Dr Hendrik Nardmann
Wirtschaftsprüfer
(German Public Auditor)
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 5 5
FORWARD - LOOK ING
S TATE ME NT S
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
TUI Group and TUI AG. 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.
C O N T E N T S
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C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
2 5 6
C O N T E N T S
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C O R P O R AT E G O V E R N A N C E
GLOSS ARY
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
A
E
All other segments – ‘All other segments’ includes our business activ-
ities for the new markets, the corporate centre functions of TUI AG and
the interim holdings, the Group’s real estate companies and the Group’s
key tourism functions.
Corporate Governance – Corporate governance refers to the long-
term, responsible and transparent management and control of a
company. In Germany, the German Corporate Governance Code
(DCGK) contains the main principles for the management and super-
vision of listed companies, in Great Britain the UK CGC applies.
Average daily rates – The average rate for hotels refers to the rate per
day and guest. The average rate for cruise ships is calculated as revenue
excluding transportation, onboard and other revenue divided by actual
passenger days.
Cruises segment – The Cruises segment consists of the joint venture
TUI Cruises, which also operates Hapag-Lloyd Cruises since the prior
year, and Marella Cruises.
EBIT – Earnings before interest, income taxes and result of the
measurement of the Group’s interest hedges. EBIT by definition
includes goodwill impairments.
EBITDA – EBITDA is defined as earnings before interest, income taxes,
goodwill impairment and amortisation and write-downs of other intan-
gible assets, depreciation and write-downs of property, plant and
equipment, investments and current assets.
148 Consolidated Financial
Statements
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
Average revenue per bed – Arrangement revenue divided by occupied
beds
CSR – Corporate Social Responsibility
257 Glossary
260 Published by
C
COSO – Committee of Sponsoring Organizations of the Treadway
Commission, a standard that enhances internal control, risk manage-
ment, governance and fraud deterrence
Central Region segment – The tour operators and airlines in Germany
and the tour operator activities in Austria, Poland, and Switzerland.
D
Compliance – Compliance is generally defined as a company’s commit-
ment to abide by the rules set by the legislator, the shareholders or the
supervisory body. These rules often contain ethical aspects of the
corporate philosophy. The aim is to avoid both a negative image and
the exclusion of liability cases and claims for damages.
DCGK – German Corporate Governance Code
Direct distribution mix – Share of Markets & Airlines sales via own
channels (retail and online)
DTR – Disclosure and Transparency Rules of the UK Listing Authorities
2 5 7
EBT – Earnings before taxes
Economic Value Added – Economic Value Added is calculated as the
product of ROIC less associated pre-tax capital costs (WACC) multiplied
by interest-bearing invested capital.
EPS – Earnings per share are calculated by dividing the Group profit for
the year attributable to TUI AG shareholders by the weighted average
number of registered shares outstanding during the financial year.
ESF – Economic Stabilisation Fund, German WSF Wirtschaftsstabili-
sierungsfonds
C O N T E N T S
G
J
N
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R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
GEC – Group Executive Committee of TUI Group. The GEC is 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.
GSTC – Global Sustainable Tourism Council
148 Consolidated Financial
Statements
H
JEV – JEV is designed to motivate members of the Executive Board to
achieve demanding and challenging financial, operational and strategic
goals during a financial year. 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.
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
Holiday Experiences – Holiday Experiences comprises our hotel,
cruise and destination activities.
L
Hotels & Resorts segment – The Hotels & Resorts segment comprises
TUI Group’s diversified portfolio of Group hotel brands and hotel
companies. The segment includes ownership in hotels, joint ventures
with local partners, stakes in companies giving TUI a significant
influence, and hotels operated under management contracts.
257 Glossary
260 Published by
I
Leverage Ratio – Leverage ratio = (gross financial liabilities + lease
liabilities + obligations from defined-benefit pension plans) / reported
EBITDA
LTIP – The LTIP (Long Term Incentive Plan) is a performance share plan
based on virtual shares and is assessed over a period of four years
(Performance Reference Period). Virtual shares are granted in annual
tranches.
IFRS – International Financial Reporting Standards
M
IMF – International Monetary Fund
Invested Capital – 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.
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 activ-
ities are based on online and offline channels. Our own flying capacity
continues to play a key role in our business model.
2 5 8
Northern Region segment – The Northern Region segment comprises
tour operator activities and airlines in the UK, Ireland and the Nordics.
This segment also includes the Canadian strategic venture Sunwing.
O
Occupancy rate – The occupancy rate for hotels is calculated as the
quotient of occupied beds and capacity. The occupancy rate for cruises
is calculated as the quotient of the actual passenger days and the
potential passenger days.
Online mix – Share of Markets & Airlines online sales.
P
Passenger days – In the Cruises segment we differentiate between
available and achieved passenger days. The number of available
passenger days is calculated as the number of beds on the ship at full
capacity multiplied by the operating days of the ship. The achieved
passenger days show the number at achieved operating days and
achieved occupancy.
C O N T E N T S
R
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
148 Consolidated Financial
Statements
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
RCF – revolving credit facilities
ROIC – ROIC is calculated as the ratio of underlying earnings before
interest and taxes (underlying EBIT) to average invested interest-bearing
capital (invested capital).
ROC – Risk Oversight Committee of TUI Group
T
TSR – Total Shareholder Return
TUI Musement segment – The TUI Musement segment delivers local
services at our holiday destinations around the world. TUI Musement is
one of the largest digital providers in the online intermediary market
for tours, activities and experiences.
U
UK CGC – UK Corporate Governance Code
UN Global Compact – In September 2014, TUI signed up to the UN
Global Compact, a world-wide United Nations initiative to encourage
businesses worldwide to adopt sustainable and socially responsible
policies. The TUI Group is comitted to 10 universally accepted principles
in the areas of human rights, labour, environment and anticorruption.
Underlying EBIT – Underlying EBIT is adjusted by income and expense
items impacting or distorting the assessment of the operating profita-
bility 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 integra-
tion 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.
UNWTO – World Tourism Organisation of the United Nations
W
WACC – Weighted Average Cost of Capital. The cost of capital is calcu-
lated as the weighted average cost of equity and debt capital (WACC).
Western Region segment – The segment comprises the tour opera-
tors and airlines in Belgium and the Netherlands and the tour operator
activities in France.
2 5 9
P U B L I S H E D B Y
TUI AG
Karl-Wiechert-Allee 4
30625 Hanover, Germany
Tel.: + 49 511 566-00
Fax: + 49 511 566-1901
www.tuigroup.com
C O N C E P T A N D D E S I G N
3st kommunikation, Mainz, Germany
P H O TO G R A P H Y
TUI Group (cover photo, p. 10); Christian Wyrwa (p. 6, 8, 20);
Photo Motion by Alexander Fischer (p. 11)
C O N T E N T S
F I N A N C I A L Y E A R 2 0 2 1
C O M B I N E D M A N A G E M E N T
R E P O R T
C O R P O R AT E G O V E R N A N C E
FINANCIAL CALENDAR
8 F E B R U A R Y 2 0 2 2
Annual General Meeting 2022
C O N S O L I D AT E D F I N A N C I A L
S TAT E M E N T S A N D N O T E S
8 F E B R U A R Y 2 0 2 2
Quarterly Statement Q1 2022
148 Consolidated Financial
Statements
M AY 2 0 2 2
Half-Year Financial Report H1 2022
A U G U S T 2 0 2 2
Quarterly Statement Q3 2022
153 Notes
248 Responsibility Statement
by Management
249 Independent Auditor’s
Report
256 Forward-Looking
Statements
257 Glossary
260 Published by
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