2023
ANNUAL
REPORT
“We are on the right track. Our profitable
growth across all businesses confirms it.
13 per cent more customers travelled with
us in 2023 than in the previous year. Our
tour operators are growing at a profit and
our hotels and resorts turned in excellent
results. Cruises also had a strong year follo-
wing the pandemic. Further growth is
already certain there with three new vessels
in the next three years.”
Sebastian Ebel, CEO of TUI AG
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
3
Contents
FINANCIAL YEAR 2023
CORPORATE GOVERNANCE
This report was published on 6 December 2023.
The Annual Report of TUI Group and the financial statements of TUI AG
are available in German and in English: www.tuigroup.com/en-en/investors/
annual-reports
This version does not comply with the statutory XHTML / iXBRL format, taking into
account the requirements of the European Single Format (ESEF) Regulation.
5
6
10
11
19
Financial Highlights
Interview with Sebastian Ebel
Group Executive Committee
Report of the Supervisory Board
Report of the Audit Committee
115
119
157
Supervisory Board and Executive Board
Corporate Governance Report
Remuneration Report
COMBINED MANAGEMENT
REPORT
24
28
35
55
59
81
104
107
TUI Group Strategy
Corporate Profile
Risk Report
Overall Assessment by the Executive Board
and Report on expected Developments
Business Review
Non-financial Group Declaration of TUI Group
Annual financial Statements of TUI AG
Information required under Takeover Law
110
TUI Share
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182
182
182
182
183
184
186
187
287
288
294
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
Report of the Independent Practitioner Regarding
the consolidated non-financial statement
296
Forward-Looking Statements
The components subject to publication requirements are also published in the
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account the requirements of the European Single Format (ESEF) Regulation.
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Unless stated otherwise, all change figures refer to the corresponding period from
the previous year.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
1
FINANCIAL YEAR 2023
5
6
10
11
19
Financial Highlights
Interview with Sebastian Ebel
Group Executive Committee
Report of the Supervisory Board
Report of the Audit Committee
4
Due to the re-segmentation of Future Markets from All other segments to Hotels & Resorts, TUI Musement and Central Region in financial
year 2023, previous year’s figures have been adjusted.
Due to rounding, some of the figures may not add up precisely to the stated totals, and percentages may not precisely reflect the absolute
figures. All change figures refer to the previous year, unless otherwise stated.
This Annual Report 2023 of the TUI Group was prepared for the reporting period from 1 October 2022 to 30 September 2023.
1 We define the EBIT in underlying EBIT as earnings before interest, income taxes, and result of the measurement of the Group’s interest
hedges. For further details please see page 65.
2 EBITDA is defined as earnings before interest, income taxes, goodwill impairment and amortisation and write-downs of other intangible
assets, depreciation and write-downs of property, plant and equipment, investments and current assets.
3 Earnings per share for all periods presented were adjusted for the impact of the 10-for-1 reverse stock split in February 2023 as well as
the impact of the subscription rights issued in the capital increase in March 2023.
4 Equity divided by balance sheet total in %, variance is given in percentage points.
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Financial Highlights
TUI Group – financial highlights
€ million
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 profit / loss
Basic earnings per share3
Net capex and investment
Equity ratio (30 Sept)4
Net debt (30 Sept)
Employees (30 Sept)
€
%
2023
2022
adjusted
Var. %
Var. %
at constant
currency
20,665.9
16,544.9
+ 24.9
+ 25.8
+ 15.9
n. a.
+ 86.9
+ 65.8
n. a.
+ 13.9
n. a.
n. a.
– 127.0
+ 136.8
549.5
236.0
36.0
821.5
71.5
88.1
81.1
240.6
– 84.8
977.2
999.3
1,775.3
1,858.5
455.7
0.80
493.7
12.1
2,106.2
65,413
480.3
0.8
23.7
504.7
– 101.6
74.6
– 31.5
– 58.6
– 37.4
408.7
320.0
1,224.6
1,203.3
– 212.6
– 1.02
315.9
4.2
3,436.2
61,091
+ 14.4
n. a.
+ 51.7
+ 62.8
n. a.
+ 18.1
n. a.
n. a.
– 126.6
+ 139.1
+ 212.3
+ 45.0
+ 54.4
n. a.
n. a.
+ 56.3
+ 7.9
– 38.7
+ 7.1
5
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Profitable and
sustainable
growth:
That’s what
it’s all about.
INTERVIEW WITH SEBASTIAN EBEL
6
TUI’s growth is profitable and sustainable.
Sebastian Ebel, TUI’s CEO, talks about new
trends in travel, growth potential, political
hurdles but also notable experiences with
partners and colleagues – from Cape Verde
to Hanover.
“We are working
at a profit again;
we have paid back
the state loans.
This has enabled
us to invest in
our own growth
once more.“
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
7
Behind you lies your first financial year as CEO. Is TUI back on
course?
Definitely, yes. 19 million customers travelled with TUI in financial year
2023. That is 13 per cent more than last year. We had a strong Sum-
mer and bookings have held up their healthy momentum into the early
weeks of Winter 2023/24. We are working at a profit again; we have
paid back the state loans. This has enabled us to invest in our own growth
once more. And I am looking towards the new financial year with
confidence. The economy may be under a few clouds, but people attach
high priority to their holidays. We have a clear growth strategy. We
are improving our market position in our traditional markets. We also
want to offer new products to our regulars while winning over new
customers in general.
What opportunities do you see for TUI’s classical operations
in Markets & Airlines?
Our tour operators are growing profitably. In Germany we have acquired
market share and in countries like France and the Netherlands we are
on a robust track as well. In markets where the competition is tougher,
like UK & I, we are walking taller all the time. We hope to score some
points there and offer our customers a pleasant surprise. Some markets
are causing us particular pleasure. One is Poland, where we notched
up a million customers last year for the first time. Our Polish colleagues
have now launched operations in the Czech Republic too.
How is TUI responding to new customer expectations?
There can only be one objective for us, which is to surpass our cus-
tomers’ hopes. That is what we always set out to do and we are
succeeding more and more, not least thanks to some new business
models. First Choice, our second brand in the UK, targets young
people in particular. We are restructuring First Choice as a web- and
app-based platform where our customers can piece together their
own holidays. Or take our spectrum of tours in Belgium. With TUI Tours
customers can select a flexible route and then adapt it at the click
of a mouse or combine it with flights, hotels and experiences. A third
example are the accommodation-only bookings. After a successful
launch of that concept in Sweden, we have extended it to other markets.
These examples illustrate our innovative spirit. We dare to try out
new ideas. That is an incredible advantage and it says a lot about how
we learn from each other and spur each other on.
How do you rate the prospects, especially in the hotels
business, for the Holiday Experiences that now constitute
your second-biggest field of operations?
Our hotels and resorts have turned in excellent results now for six
quarters in succession. We still expect strong growth potential there.
What is important is to secure long-term growth with a light ap-
proach to capex investment. We are aided by new funding models like
the Hotel Fund which we have created along with partners. This year
the Fund completed its first transactions. TUI BLUE is also heading for
growth with five new hotels in Africa and Asia this summer, and
seven more on the cards for 2024. Taken as a whole, our strong port-
folio with altogether 12 hotel brands – for the price-conscious cus-
tomer right through to the luxury holiday-maker – is generating growth
via management and franchise contracts.
Cruises were expected to recover rather more slowly after
the pandemic …
… but then returned to normal very quickly. The segment had another
strong year for the first time since the outbreak of the pandemic. The
Mein Schiff fleet operated by TUI Cruises began 2023 by breaking its
bookings record. Some voyages were booked up within days. Further
growth is already certain, with three vessels joining TUI Cruises
straight out of the shipyard in the next three years. They will set new
standards in terms of comfort and environmental protection. This
underscores our ambition to run one of the most cutting-edge, climate-
friendly cruise fleets in the world.
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
8
And how is Musement getting along?
Our profitable growth continues with experiences and activities.
Last year we reached out to a million new customers and arranged
more than seven million experiences, from hiking trips and sporting
activities to theme park visits. We are focusing increasingly on exclu-
sive content of our own, boosting sales through partnerships.
TUI Musement is designed to be a personal guide and concierge for
our customers all year round, not only during their summer holiday.
That means you want to offer additional services to TUI’s
customers?
Correct. The core of that is the Central Customer Ecosystem, which
enables us to make new, more personalised suggestions. The idea is to
sell new products to existing customers but also to gain new custom-
ers. I don’t think there is any other company in the world that has any-
thing like as many different customer contacts in the travel market
as we do – not just online, but face-to-face in the retail shops, in our
hotels, on our aircraft and liners, and during experiences. We will
be tapping even more deeply into that potential and building on our
sustainability.
to that goal. Our internal targets are, of course, even more ambitious.
I have to say, nevertheless, that politicians cannot keep piling new
strains on us.
What do you mean exactly?
Travel has been brandmarked by some politicians. Flying is demonised,
cruising too. Holiday-makers are bombarded with excessive rules
and prohibitions. The package holiday – which is without a doubt the
safest way to travel – is deliberately priced up by statutory obliga-
tions, while non-European groups are largely free to sell their unregu-
lated products, which are not very consumer-friendly. Besides, the
government doesn’t do its homework: rail does not provide a punctual
feeder service – we have to pay compensation for the delays. And
the same can often be said of flights, as air traffic control in Europe has
still not been standardised, which would consistently permit routes
and procedures to be as climate-friendly as possible. Carbon emissions
in European air space would, at a guess, be five to ten per cent lower
if that could be achieved. There is simply not enough being done!
At the same time, the fact that we have been investing massively for a
long time in technologies to protect the environment is often ignored.
You mentioned sustainability. How is TUI shaping the future
in that respect?
For a start, any travel company that ignores climate change and does
not adopt a sustainable view is undermining its own business model
and placing a heavy burden on future generations. We take a different
approach. In January 2023 we published our new Sustainability
Agenda – it’s ambitious. By 2030 we will reduce CO2e emissions per air
passenger by nearly a quarter. In the Cruises segment we will cut
absolute emissions by almost 28 per cent, in our hotels by at least
46 per cent. The emission reduction targets set out in our Agenda
were evaluated and verified independently by the Science Based Targets
initiative. Our cruise companies are the first in the world to adopt
a reduction target that has been scientifically validated, just like TUI
Airlines among leisure flight operators. By 2050 at the latest TUI
will be a net zero emissions company. We bear this target in mind every
single day and every day we change a little more to draw us closer
What specific environment measures are underway?
Over time the airlines will be using substantially larger quantities
of sustainable aviation fuel, or SAF. In fact, we intend to exceed the
statutory blending requirements, even if these biofuel blends cur-
rently cost three to five times as much. Apart from that, we are opti-
mising flight routes and renewing our fleet.
A lot is happening with our cruise liners too. In May Mein Schiff 4
drew on green shore power for the first time at the port in Hamburg.
Two months later the vessel set off for the Nordics with its first sus-
tainable biofuel. The principal basis for that is left-over cooking oil,
which cuts carbon emissions by 90 per cent. Mein Schiff 7, which
will put to sea next summer, will eventually run on green methanol,
making her almost carbon-neutral. And we will operate the other
two newbuilds on low-emission liquid gas. Our hotels are also playing
a pioneering role. Robinson Club in Italy, for example, boasts one
“Tourism and
TUI have huge
potential.”
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
9
of the biggest hotel photovoltaic systems in Europe. And since Novem-
ber 2023 TUI BLUE Montafon has been our first hotel to cut its car-
bon emissions to zero.
So we are slashing emissions hugely with our holidays. We also en-
courage travel formats that entail lower emissions and we are consid-
erably expanding our rail services, like the TUI Ski Express that we
launched last winter to take Dutch and German customers to Austria.
Apart from the environmental aspects, to what extent can
tourism drive economic and social development in destination
countries?
The travel sector provides education and career prospects for people
in the destinations and it enhances environmental and social stand-
ards. We want to step up these positive impacts. In early June we signed
a major Memorandum of Understanding with the government of
Cabo Verde. The core idea: further development of the huge tourist
potential in the Cape Verde islands with a deliberate focus on
strengthening local value chains, promoting environmental protection
and driving partnerships for innovation. The independent TUI Care
Foundation set up by our company is very active on this front. For one
thing, it works to ensure that young people in the destinations, in
particular, can benefit from better prospects for the future. We want
to enable them to participate even more in successful tourism. Our
industry is opening up entirely new opportunities, especially in emerg-
ing economies and developing countries. But we should not under-
estimate the need in our European source markets either. Young people
are our future. We must accompany and support them.
You need to demonstrate opportunities to your own employees
as well. How is that going?
TUI’s success stands and falls with our people. Their expertise and
commitment is of superlative importance. That applies every day and
for that I extend the warmest thanks to all our employees all over
the world. But their professionalism is all the more striking in difficult
situations. I am thinking in particular of those weeks in July, when
more than 300 service staff put in such a magnificent effort during local
forest fires on Rhodes and in round-the-clock crisis teams. In the
conversations I held with people in the field, I experienced a huge sense
of responsibility, and it moved me. Another genuine highlight is the
new TUI Campus in Hanover. It has become a place for exchange and
dialogue, not only between our employees but also with customers
from all over the world. It is a similar story in our other offices, whether
Rijswijk in the Netherlands, Luton or Stockholm, all places where
we are fostering a new Way of Working.
But I think the most motivating thing of all is that we help people
to enjoy the most wonderful moments of their year. We contribute to
people experiencing the world and getting to know other cultures.
That often gives them a more differentiated picture of distant lands
and cultures. I firmly believe that no other sector can do this as well
as tourism – and given the situation in the world today, that is more
important than ever.
Last of all a look ahead. What do you see?
Tourism and TUI have huge potential. We have triggered plenty of
initiatives over the last twelve months. Now we are seeing the commer-
cial payback, the profitable growth. Of course there will be geo-
political conflict and crisis in future too. We have to live with such things.
We will work hard at our success without getting too big for our
boots, and we will always keep our eyes on our objective: to offer our
customers unique holidays and experiences. That is what TUI is all
about – today and tomorrow!
“We have triggered
plenty of initiatives
over the last twelve
months. Now we
are seeing the com-
mercial payback, the
profitable growth.”
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Group Executive Committee
MATHIAS KIE P
Executive Board Member
Chief Financial Officer
DAVID B URLING
Executive Board Member
Chief Executive Officer
Markets & Airlines
SEBA ST IAN EBEL
Chief Executive Officer
PETER KRUEGER
Executive Board Member
Chief Strategy Officer &
Chief Executive Officer Holiday
Experiences
SYB ILLE REISS
Executive Board Member
Chief People Officer /
Labour Director
Please refer to our website
for CVs www.tuigroup.
com/en-en/about-us/
about-tui-group/
management
PE TER ULWA HN
Chief Executive Officer
TUI Musement
THOMA S ELLE RBECK
Group Director Corporate &
External Affairs &
Chief Sustainability Officer
FLORIAN LENSER
(as of 1 June 2023)
Group Director Legal,
Compliance & Board Office
ELIE B RUYNINCK X
Chief Executive Officer
Western Region
PIETER JORDAAN
(as of 1 June 2023)
Chief Information Officer
MARCO C IOMPERLIK
Chief Airline Officer
1 0
ERIK FRIEMUTH
(until 6 December 2023)
Chief Marketing Officer
& Managing Director
TUI Hotels & Resorts
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
11
Report of the Supervisory Board
Dear Ladies and Gentlemen,
dear Shareholders,
The financial year 2023 was characterised by a further recovery in business operations and the Group
achieved a result that was significantly higher than in the previous year. At the same time, TUI realised further
important measures that enabled the company’s financial stability to be restored. Following the challenges
posed by the pandemic, the time has now come to refocus on the implementation of strategic measures and
profitable growth.
Even at the beginning of the financial year, we benefited from good incoming bookings, with average prices
at times exceeding pre-pandemic levels. In a macroeconomically challenging environment, this demonstrated
the great importance of travelling for people and the pent-up demand created by the years of the coronavirus
pandemic. Although customers continued to book at shorter notice, the strong demand for TUI products
also demonstrated the attractiveness of the Group’s product portfolio. As the financial year progressed,
incoming bookings developed in line with expectations and we recorded a strong summer season. However,
the financial year 2023 was not without its operational challenges. Flight operations had normalised compared
to the previous year and the tourism industry was able to recruit staff comparatively better and faster. However,
periods of heat and forest fires in southern Europe kept us and our customers busy in summer 2023, which
also had a short-term impact on the development of bookings. For TUI, the safety of our guests and employees
was always our top priority.
In addition to operational development, strengthening TUI’s financial stability remained a key task in the past
financial year. In December 2022, a repayment agreement was negotiated with the Economic Stabilisation Fund
(WSF) regarding the stabilisation measures granted during the coronavirus pandemic. The Executive Board
informed us as the Supervisory Board in detail about the developments in the talks and negotiations.
The measures to implement this agreement were then also the subject of our Annual General Meeting in
February 2023, which was held virtually for the first time on the basis of the new legal regulations. This
enabled us to engage in direct dialogue with our shareholders again, but unfortunately it was not free of
technical disruptions. However, we gained important insights from the completely new format and will work
on facilitating a disruption-free dialogue in future. Due to the pleasingly positive response to the recapitali-
sation measures, a reverse stock split at a ratio of 10:1 was completed following the Annual General Meeting,
creating the conditions for the successful placement of a further capital increase in March / April 2023. As a
result, TUI was able to fully repay the stabilisation measures of the WSF, achieved a further reduction in interest
costs and debt and thus also a significant improvement in its credit ratios. A further important step was then
taken in May 2023 with the extension of our revolving credit facility until summer 2026. The support from
the banks was once again a vote of confidence in our business model and the Group’s future strategy.
Combined with strict liquidity and investment management, this led to a significant improvement in the
company’s financial situation, which the rating agencies also honoured with an upgrade.
With the repayment of the WSF stabilisation measures, the conditions and requirements to be fulfilled by
TUI AG in accordance with Framework Agreement II ended and thus also the remuneration restrictions for
the members of the Executive Board. Accordingly, the Supervisory Board dealt with the re-implementation
of the current Executive Board remuneration system and defined target values for the long-term variable
remuneration. Together with the Executive Board, we were able to update the Declaration of Conformity
with the German Corporate Governance Code in August 2023 and declare that the recommendations of the
German Corporate Governance Code as amended are now fully complied with again. We also addressed the
remuneration system as a whole, as the past few years since the Boeing grounding have shown the limits of
the existing system. We have therefore initiated a revision. The feedback from investors and proxy advisors on
the existing system and our experience since its introduction have been incorporated into our deliberations
on adjustments. We now intend to submit a balanced proposal for a revised Executive Board remuneration
system to the upcoming Annual General Meeting in February 2024.
The strategic direction and further development of the Group was also always the subject of our meetings.
The Executive Board informed us in detail about the growth initiatives in the two divisions Holiday Experiences
and Markets & Airlines, which are embedded in a central customer ecosystem and supported by the sustaina-
bility agenda and employees. As part of the Supervisory Board’s discussions, the Group’s sustainability
agenda „People, Planet, Progress“ was given high priority. For example, we were informed about the emis-
sion reductions of our airlines, cruise ships and hotels by 2030, which have been tested and validated by the
Science Based Targets initiative (SBTi) on the basis of the latest climate science findings.
Before I turn to the report of the Supervisory Board, I would like to express my sincere thanks to the share-
holders of TUI AG. As in the years of the coronavirus pandemic, you showed your comprehensive support in
the past financial year and paved the way for further capital measures with a large majority at the Annual
General Meeting 2023. You have thus once again demonstrated your confidence in the TUI Group and helped
the company regain its financial stability. You have ensured that the management can once again focus on
the strategic development of the company and on profitable growth.
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
12
1 Dr Dieter Zetsche
Chairman of the Supervisory Board
2 Frank Jakobi
Deputy Chairman
3 Ingrid-Helen Arnold
4 Sonja Austermühle
5 Helena Murano
6 Coline Lucille McConville
7 Peter Bremme
8 Dr Jutta A. Dönges
9 María Garaña Corces
10 Christian Baier
11 Mark Muratovic
12 Anette Strempel
13 Joan Trían Riu
14 Tanja Viehl
15 Janina Kugel
16 Andreas Barczewski
17 Wolfgang Flintermann
18 Prof. Dr Edgar Ernst
19 Stefan Heinemann
20 Stefan Weinhofer
Cooperation between the Supervisory Board and the Executive Board
The Executive Board and the Supervisory Board are closely guided by the principles of responsible and good
corporate governance and work together in a spirit of trust in accordance with the principles set out in the
Corporate Governance Report (page 119). In doing so, the Supervisory Board has primarily monitored the
legality, propriety, expediency and efficiency of the work of the management and the Executive Board, with
a significant focus on the refinancing of the Group. Further details can be found in the report below.
The Executive Board kept us regularly, promptly and comprehensively informed by means of written and
oral reports at and outside meetings. The reports included all relevant information on the development and
implementation of strategic targets, liquidity development, planning, business development during the year
and the situation of the Group, and risk management and the internal control system, compliance, but also
reports from the capital markets (e.g. from analysts) and the press. In the financial year 2023, the focus
was on the refinancing strategy for the Group, in particular the capital split and implementation of a capital
increase with subscription rights and the extension of the revolving credit line. Other topics of discussion were
the personnel and Group strategy as well as the booking behaviour of customers in the current macroeconomic
environment. The Supervisory Board was involved in all decisions of fundamental importance to the company
in a timely manner. We passed the resolutions required by law, the Articles of Association or the Rules of
Procedure after 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. Discus-
sions of Executive Board and Supervisory Board matters take place without the members of the Executive
Board, unless otherwise requested by the members of the Supervisory Board. All members of the 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 three committees were established in the past financial year: the
Presiding Committee, the Audit Committee and the Nomination Committee. The Mediation Committee to be
formed in accordance with section 27, paragraph 3 of the German Co-determination Act did not have to
meet. The chairpersons of the committees reported regularly and in detail on their work at the ordinary
meetings of the Supervisory Board. In connection with the implementation of a capital increase in spring
2023, a transaction committee set up by the Supervisory Board and consisting of Dr Zetsche, Mr Jakobi,
Prof. Dr Ernst and Mr Flintermann met. This made it possible to pass resolutions at very short notice within
the framework granted by the Supervisory Board, insofar as this was necessary. All documents and the
minutes of the transaction committee meetings were always accessible to all members of the Supervisory
Board. In addition, the meetings were reported on at the respective subsequent Supervisory Board meetings.
No additional remuneration or attendance fees were paid for the meetings of the Transaction Committees.
Despite the numerous meetings, we were able to record a consistently high attendance rate at our deliberations
in the 2023 financial year, as in previous years. Attendance at the plenary meetings averaged 96.0 % (previous
year 96.3 %) and at the committees 97.2 % (previous year 98.7 %). The vast majority of the members of the
Supervisory Board participated in all meetings of the Supervisory Board in the financial year 2023 and in its
committees in accordance with their respective membership. Members who were unable to attend the meetings
generally participated in the resolutions by sending voting messages. The timely distribution of documents
by the Executive Board in advance of the meetings and the almost universal avoidance of table papers made
the preparation of the meetings much easier for the members of the Supervisory Board. For organisational
reasons, some Supervisory Board and committee meetings were also held as video conferences to ensure the
availability of Supervisory Board members for meetings scheduled at short notice. The exact breakdown of
presence and video conference meetings can be seen in the table below.
Until the stabilisation measures were redeemed on 27 April 2023, the Economic Stabilisation Fund (WSF), in
addition to the members of the Supervisory Board, exercised its right to be a guest at the meetings of the
Supervisory Board and its committees, as agreed in the second framework agreement of January 2021,
insofar as there was a relevant interest in accordance with the framework agreement. After the election of
Dr Dönges as a member of the Supervisory Board, this guest right was exercised by individual representatives
of the Finance Agency of the Federal Republic of Germany.
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
13
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
14
Attendance at meetings of Supervisory Board in financial year 2023
Main topics of the Supervisory Board’s work
Supervisory
Board
meetings
Transaction
committees
Presiding
committee
Audit
committee
Nomination
committee
There were ten meetings of the Supervisory Board. Of these, six were held as presence meetings, while four
were held as video conferences. Furthermore, the established transaction committee of the Supervisory
Board met one time, and four additional resolutions were passed by circular resolution. The following main
points were the subject of the individual meetings:
Meetings total
thereof virtual
Name
Dr Dieter Zetsche (Chairman)
Frank Jakobi (Deputy Chairman)
Ingrid-Helen Arnold
Sonja Austermühle
Christian Baier
Andreas Barczewski
Peter Bremme
Dr Jutta Dönges
Prof. Dr Edgar Ernst
Wolfgang Flintermann
Maria Garaña Corces
Stefan Heinemann
Janina Kugel
Coline Lucille McConville
Helena Murano
Mark Muratovic
Anette Strempel
Joan Trían Riu
Tanja Viehl
Stefan Weinhofer
Attendance at meetings in %
Attendance at Committee meetings in %
(In brackets: number of meetings held)
* Chairperson of Committee
10
4
10 (10)
10 (10)
9 (10)
9 (10)
7 (10)
10 (10)
10 (10)
8 (10)
10 (10)
10 (10)
9 (10)
10 (10)
10 (10)
10 (10)
10 (10)
10 (10)
10 (10)
10 (10)
10 (10)
10 (10)
96.0
97.2
1
1
1 (1)
1 (1)
1 (1)
1 (1)
6
1
6 (6)*
6 (6)
6 (6)
5 (6)
6 (6)
6 (6)
100.0
97.2
8
2
7 (8)
8 (8)
8 (8)
7 (8)
8 (8)*
8 (8)
8 (8)
8 (8)
96.9
1
0
1.
1 (1)*
1 (1)
1 (1)
2.
3.
4.
100.0
In its meeting on 5 October 2022, the Supervisory Board first dealt with the preliminary report on the
past financial year. In addition, the Supervisory Board was informed about the current booking situation,
the liquidity situation and the refinancing options of the Group. The agenda also included an update on
the sanctioning of a major shareholder and the revised competence profile of the Supervisory Board,
including a qualification matrix. The Supervisory Board also informed itself about the law on the intro-
duction of virtual general meetings and decided to hold the next ordinary general meeting in virtual
format. Furthermore, the members of the Supervisory Board received an update on the definition of the
performance criteria for the individual performance of the Executive Board members, the performance
of the Executive Board as a whole and the achievement of stakeholder targets. Finally, the Board dealt
with general succession planning and discussed possible changes to the Executive Board.
In a circular resolution on 18 October 2022, the Supervisory Board approved, in implementation of the
changes discussed at the meeting on 5 October, the termination by mutual consent of the appointment
of Mr Frank Rosenberger as a member of the Executive Board of TUI AG and the amendment of the
business allocation plan.
The extraordinary meeting on 23 November 2022 dealt with an update on the Group’s refinancing strategy.
The prerequisites for the refinancing options and, among other things, their implications for the company’s
rating were examined. In addition, the members of the Supervisory Board also had the potential conse-
quences and effects of the possible refinancing for the company and the shareholders and their legal
assessment explained to them.
The meeting on 13 December 2022 initially included a discussion of the draft repayment agreement with
the WSF and the associated key conditions, requirements and implications. The agenda also included the
financial statements of the Group and TUI AG, each of which had been issued with an unqualified audit
certificate by the auditors, and the combined management report for the Group. The Executive Board
and the auditors were also present. The Audit Committee had already dealt extensively with these reports
the previous day and also had the opportunity to discuss them with the auditors without the Executive
Board. The members of the Supervisory Board approved the financial statements prepared by the
Executive Board and the combined management report for TUI AG and the Group. The annual financial
statements for 2022 were thus adopted. The Supervisory Board also approved the Report of the Super-
visory Board, the Corporate Governance Report and the Remuneration Report. In addition, the declarations
of compliance with the German and UK Corporate Governance Code and the proposal to the Annual
General Meeting to commission Deloitte GmbH Wirtschaftsprüfungsgesellschaft for the 2023 half-year
and annual financial statements were adopted. Furthermore, the Supervisory Board adopted the agenda
for the Annual General Meeting on 14 February 2023 and approved the revised competence profile and
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
the qualification matrix. Other topics discussed at the Supervisory Board meeting included the personnel
and social report, an update on the IT organisation and remuneration topics for the Executive Board.
5.
The meeting on 13 February 2023 included explanations on the quarterly report and quarterly financial
report as well as the current booking situation. In addition, the current developments regarding the refinanc-
ing project were discussed at the meeting. The Supervisory Board was also informed about the current
status of the preparations for the Annual General Meeting and received an update on the implementation
of the strategic initiatives and on customer satisfaction. The agenda also included the extension of
Mr Peter Krueger’s appointment for another three years, the related remuneration adjustment in the
second cycle and remuneration topics for the Executive Board.
6.
At the extraordinary constituent meeting on 14 February 2023 after the Annual General Meeting, the
members of the Supervisory Board re-elected Dr Dieter Zetsche as Chairman of the Supervisory Board
and thus also as a member and Chairman of the Presiding Committee and the Nomination Committee.
In addition, Dr Dieter Zetsche and Mr Christian Baier were elected members of the Audit Committee.
CORPORATE GOVERNANCE
7.
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
In a so-called learning session on 23 February 2023, the Supervisory Board was informed in detail about
the requirements of the UK stock exchange supervisory authority as well as the rights and obligations of
the directors in connection with a possible capital increase, in particular with regard to the prospectus
required for BaFin and FCA. This was a requirement of the UK Listing Rules. This was attended by both
our external legal advisors and representatives of the sponsoring bank.
8.
9.
In an extraordinary meeting on 10 March 2023, the Executive Board reported to the Supervisory Board
on the process, timetable and potential volume of a capital increase. The Supervisory Board approved
the capital increase in principle and set up a Transaction Committee for further implementation.
At its meeting on 24 March 2023, the Transaction Committee approved the measures required for the
placement of the capital increase and its implementation within the scope of its authority as assigned by
the Supervisory Board.
12. At its meeting on 4 July 2023, the Supervisory Board first received an update on the current business
development and IT security. Furthermore, the Board dealt with the establishment of two joint venture
companies. In the context of Executive Board matters, the Supervisory Board approved the appointment
extension of Ms Sybille Reiss for another three years as well as the related remuneration adjustment and
discussed the remuneration structure of the Executive Board members. The agenda also included an
update on corporate governance at TUI AG and a report on a revised internal guideline on the control of
related party transactions.
13. In a circular resolution on 16 August 2023, the Supervisory Board approved the exercise of LTIP adjustment
mechanisms and the update of the corporate governance declaration in the course of the year in accordance
with section 161 of the German Stock Corporation Act.
14. In a circular resolution on 28 August 2023, the Supervisory Board approved the sale of the stake in
Raiffeisen-Tours RT-Reisen GmbH and the purchase of a share in TRAVELStar GmbH.
15. At its strategy meeting on 6 September 2023, the Supervisory Board received an update on the strategic
orientation and developments in the individual company segments. It also discussed the People strategy,
IT and sustainability as well as the impact of artificial intelligence on the tourism industry and TUI’s business
model.
On the second day of the meeting, the Supervisory Board received a report on the current financial year
at its ordinary meeting on 7 September 2023. In addition, the Board adopted the budget for the coming
financial year and the three-year plan and took note of the report on security, health and safety. In
addition, the Supervisory Board set the target values for the annual performance-related remuneration
of the Executive Board for the following financial year and discussed in principle the options for revising the
Executive Board remuneration system. Other topics included an update on the revision of the qualification
matrix and the assessment of the independence of shareholder representatives in accordance with the
German Corporate Governance Code and the UK Code.
10. In a circular resolution on 4 April 2023, the Supervisory Board approved the sale of the stake in peakwork AG.
Presiding Committee
11. At the meeting on 9 May 2023, the Executive Board explained the report on the current financial year,
the quarterly financial statements and the first half of 2023, which the Audit Committee had already
discussed on the previous day. In addition, the Executive Board gave an update on the successfully
completed capital increase and the refinancing strategy. Other key topics of the meeting were updates
on the People and Group strategy. The Supervisory Board also dealt with changes in the composition of
the Group Executive Committee and discussed succession planning in general. In addition, the Super-
visory Board decided on the exercise of LTIP adjustment mechanisms in the context of Executive Board
matters, received an update on the remuneration restrictions for the Executive Board and on the
termination of the WSF’s guest rights as a result of the redemption of the stabilisation measures.
The Presiding Committee is responsible for Executive Board matters (including succession planning, appoint-
ments, terms of employment contracts, remuneration, proposals on the remuneration system), which in this
function corresponds to a remuneration committee in accordance of UK principles. In addition, the Presiding
Committee prepares the meetings of the Supervisory Board. In the reporting period, six meetings were held.
Of these, five were held as presence meetings, while one were held as video conferences.
15
CONTENTS
The Presiding Committee, which is made up of equal numbers of members, consists of:
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
• Dr Dieter Zetsche (Chairman)
• Peter Bremme
• Dr Jutta Dönges
• Prof. Dr Edgar Ernst
• Frank Jakobi
• Anette Strempel
1.
2.
At its meeting on 4 October 2022, the Presiding Committee dealt with possible changes to the composition
of the Executive Board and the definition of performance criteria for the individual performance of
Executive Board members, the performance of the Executive Board as a whole and the achievement of
stakeholder goals and their relative weighting for the following financial year. The Executive Committee
also dealt with the revised competency profile for the Board and the qualification matrix as well as with
the drafts of the Report of the Supervisory Board and the Corporate Governance statements for the
annual report 2022.
On 12 December 2022, the target achievement for the variable remuneration components of the Executive
Board in the 2022 financial year was the subject of discussion, subject to the validity of the remuneration
restrictions. In addition, the exercise of LTIP adjustment mechanisms was discussed. In the context of
Supervisory Board matters, the annual planning of the Supervisory Board and its committees for the
2023 and 2024 financial years as well as the competence profile and the qualification matrix were among
the items on the agenda.
of the qualification matrix and the assessment of the independence of the shareholder representatives
on the board according to the German Corporate Governance Code and the UK Code were discussed.
Audit Committee
The Audit Committee met for eight ordinary meetings in the 2023 financial year. Of these, six were held as
Presence meetings, while two were held as video conferences. Please refer to the detailed report of the
Audit Committee on page 19 for information on the composition, tasks, deliberations and resolutions of the
Audit Committee.
Nomination Committee
The nomination committee, composed exclusively of shareholder representatives, nominates suitable share-
holder candidates to the Supervisory Board for its election proposals to the general meeting or for appointment
by the district court.
The members of the Nomination Committee, which met one time in an attendance meeting, were:
• Dr Dieter Zetsche (Chairman)
• Dr Jutta Dönges
• Prof. Dr Edgar Ernst
3.
At its meeting on 13 February 2023, the Presiding Committee received an update on the remuneration
restrictions for the Executive Board in the course of the utilisation of stabilisation measures of the WSF.
In addition, the Committee discussed the extension of the appointment and service agreement of
Mr Peter Krueger for a further three years.
In its meeting on 13 December 2022, the Nomination Committee dealt with the resolution recommendation
for the nomination of Mr Baier, Ms Murano and Dr Zetsche (shareholder representatives) for election at the
following Annual General Meeting.
4. On 8 May 2023, the Presiding Committee received an update on the composition of the GEC and
discussed the general succession planning, including the quota for women. Furthermore, the members
of the Committee again dealt with the remuneration restrictions for the Executive Board, the exercise of
LTIP adjustment mechanisms and the termination of the WSF’s guest rights after the redemption of the
stabilisation measures at the end of April 2023.
5.
At the meeting on 4 July 2023, the Presiding Committee dealt with the extension of Ms Sybille Reiss’s
service agreement by a further three years and discussed the level of remuneration of the members of
TUI AG’s Executive Board. Apart from other remuneration topics, the agenda included an update on
corporate governance at TUI AG.
16
6.
On 5 September 2023, the Presiding Committee discussed the determination of the target values for
annual performance-related remuneration for the following financial year. Furthermore, the general
further development of the remuneration system was discussed. In addition, the update on the revision
Corporate Governance
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 British corporate governance.
Apart from mandatory compliance with the provisions of the German Stock Corporation Act (AktG), the
Co-Determination Act (MitbestG), the Listing Rules and the Disclosure and Transparency Rules, TUI AG had
declared in the framework of the merger that it would comply with both the German Corporate Governance
Code (GCGC) and – to a practicable extent – the UK Corporate Governance Code (UK CGC).
For the GCGC, which is based on the German Stock Corporation Act (AktG) in its basic conception, we were
able to submit the Declaration of Conformity 2023 with the Executive Board in accordance with section 161
AktG. The GCGC will be fully complied with again from August 2023. For further details, please refer to the
Corporate Governance Report. The deviations from the UK CGC are largely due to the conceptual difference
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
17
between the monistic management system of a public listed company in the UK (so-called one-tier board)
and the dualistic management system consisting of Executive Board and Supervisory Board in a public limited
company (so-called two-tier board) under German law.
In conducting the audit of the financial statements, the auditor did not identify any facts that would indicate
that the declaration on the GCGC issued by the Executive Board and the Supervisory Board was incorrect.
Composition of the Executive Board and Supervisory Board
The composition of the Executive Board and the Supervisory Board as at 30 September 2023 is shown in
the overviews on pages 115 for the Supervisory Board and on page 117 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 on the Supervisory Board.
Further information on corporate governance, the Declaration of Conformity 2023 pursuant to section 161 of
the German Stock Corporation Act (AktG) and the declaration on the UK CGC can be found in the Corporate
Governance Report jointly prepared by the Executive Board and the Supervisory Board in this Annual
Report (page 11) and on TUI AG’s website.
At the proposal of the Supervisory Board, Dr Zetsche was re-elected by the AGM 2023. In addition, the AGM
2023 confirmed Ms Murano and Mr Baier as members of TUI AG’s Supervisory Board. Both members had
initially been appointed by court order on 31 May 2022.
Conflicts of interest that have arisen
P R E S I D I N G C O M M I T T E E
In financial year 2023, there were no changes in the composition of the Presiding Committee of TUI AG.
The Supervisory Board has continuously monitored the existence of conflicts of interest in the current
financial year and determined that no conflict of interest arose in the 2023 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 (HGB), the combined management report of TUI AG and the TUI Group and the consolidated
financial statements for the financial year 2023 prepared on the basis of the International Financial Reporting
Standards (IFRS) were audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover, and issued
with an unqualified audit opinion in each case. The aforementioned documents, the Executive Board’s
proposal for the appropriation of the balance sheet profit and the auditor’s reports were submitted to all
members of the Supervisory Board in good time. We discussed them in detail at the Audit Committee meeting
on 4 December 2023 and at our balance sheet meeting on 5 December 2023, at which the Executive Board
explained the financial statements in detail. At these meetings, the Chairman of the Audit Committee and
the auditor reported on the results of their audits, the focus of which had previously been determined with
the Audit Committee for the reporting year. Neither the auditor nor the Audit Committee identified any
weaknesses in the early risk detection and internal control system. Following our own review of the annual
financial statements, the consolidated financial statements and the combined management report, we had
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 approve the financial statements for financial year 2023;
the annual financial statements of TUI AG are thus adopted.
A U D I T C O M M I T T E E
In financial year 2023, there were no changes in the composition of the Audit Committee of TUI AG. Dr Zetsche
and Mr Baier were also re-elected to the Audit Committee following their election by the Annual General
Meeting.
N O M I N AT I O N C O M M I T T E E
In financial year 2023, there were no changes in the composition of the Nomination Committee of TUI AG.
E X E C U T I V E B O A R D
Frank Rosenberger, Chief IT Officer and Future Markets, has decided to leave the Group with effect as of the
expiry of 31 October 2022. Mr Rosenberger had been with TUI since 2015 and had been responsible for
Future Markets and the Group’s digitalisation on the company’s Executive Board since 2017. Under his
responsibility, a global system for TUI tour operators was launched and the digitalisation of the company was
significantly advanced.
The reduction in the number of Executive Board members also required a reorganisation of responsibilities
in the management body. The CIO with his central IT functions of the TUI Group is located in the direct area
of responsibility of CEO Sebastian Ebel. The other IT units are interlinked with the operational areas to
enable a fast and efficient implementation of the digitalisation strategy. Peter Krueger is fully responsible for
the Holiday Experiences area at Executive Board level.
Thanks to
The Supervisory Board would like to thank the employees of the TUI Group for their great commitment
in the past financial year. Thanks to your commitment, TUI has managed to regain its strength after the
pandemic – in your respective areas of responsibility, you have all contributed to enabling TUI customers to
enjoy the best time of the year.
Hanover, 5 December 2023
For the Supervisory Board
Dr Dieter Zetsche
Chairman of the Supervisory Board
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
1 8
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Report of the Audit Committee
Dear Shareholders,
As the Audit Committee, we have the task of supporting the Supervisory Board in the performance of its
supervisory function. In doing so, we deal with the audit of the accounting, the monitoring of the accounting
process, the effectiveness of the internal control system, the risk management system and the internal audit
system as well as the audit of the financial statements and compliance. The accounting process includes, in
particular, the consolidated financial statements and the group management report including CSR reporting,
financial information during the year and the individual financial statements according to the German Com-
mercial Code (HGB). In the completed financial year, we dealt in particular with issues relating to TUI Group’s
accounting and financial reporting, as required by law, the German Corporate Governance Code (GCGC)
and the UK Corporate Governance Code (UK CGC) and the rules of procedure of the Supervisory Board.
In addition, the Board Office also dealt for the Audit Committee with the implementation of the Financial
Reporting Council’s (FRC) ‘Audit Committees and the External Audit Minimum Standard’ and determined
that the requirements are already being met.
Furthermore, the Audit Committee is responsible for the selection of the external auditor, whereby it also
reviews the qualification as well as the independence of the auditor. The selected auditor is then proposed
by the supervisory board to the general meeting for appointment. After the appointment by the general
meeting, the Supervisory Board formally commissions the external auditor to audit the annual financial
statements and the consolidated financial statements. The auditor is also commissioned to review the
half-yearly financial report as well as any additional interim financial information that meets the require-
ments for the half-yearly financial report. The Audit Committee has agreed with the auditor that the auditor
shall inform the committee without delay of all findings and events of significance for the committee’s tasks
that come to the auditor’s attention during the performance of the audit. Furthermore, the Audit Committee
has agreed with the auditor that the auditor will inform the committee and make a note in the audit report if,
during the performance of the audit, the auditor discovers facts that show a misstatement in the declaration
on the GCGC issued by the Executive Board and the Supervisory Board. In addition, the Audit Committee
regularly assesses the quality of the audit.
19
PROF. DR EDGA R ERNST
Chairman of the Audit Committee
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
2 0
The Audit Committee, which has equal representation, currently consists of the following eight members of
the Supervisory Board:
• Prof. Dr Edgar Ernst (Chairman)
• Christian Baier
• Dr Jutta Dönges
• Stefan Heinemann
• Frank Jakobi
• Mark Muratovic
• Stefan Weinhofer
• Dr Dieter Zetsche
Through the appointment of financial experts, the Audit Committee has expertise in the areas of accounting
and auditing. The expertise in the field of accounting consists of special knowledge and experience in the
application of accounting principles and internal control and risk management systems. The expertise in the
field of auditing consists of special knowledge and experience in the auditing of financial statements.
Accounting and auditing also include sustainability reporting and its audit. The Chairman of the Audit
Committee, Prof. Dr Edgar Ernst, is an expert in both areas. In addition, Mr Christian Baier and Dr Jutta
Dönges fulfil the requirements of a financial expert within the meaning of the GCGC. The relevant members
of the Audit Committee are also named in the Corporate Governance Report starting on page 119, where
more detailed information on their expertise in the aforementioned areas is also provided. In summary, it
should be noted here that the members of the Audit Committee all have competences relevant to the sector
in which the company operates.
With regard to the Chairman of the Audit Committee, Prof. Dr Edgar Ernst, the Supervisory Board is of the
opinion that he is independent of the Company and the Executive Board (for the independence of the other
members of the Audit Committee, see page 121).
The Audit Committee regularly meets six times a year. The meeting dates and agendas are based in particular
on the reporting cycle of the Group and the agendas of the Supervisory Board. In addition, there may be
other topic-related meetings. These topic-related meetings generally also include a meeting in which the
Executive Board explains to the Audit Committee the main contents of the Pre-Close Trading Update, which
is usually published shortly before the annual closing date.
In addition to the members of the Audit Committee, the meetings were also attended by the Chairman of
the Executive Board and the Chief Financial Officer, as well as the heads of Group Financial Accounting &
Reporting, Group Audit, Group Legal, Compliance & Board Office, Group Treasury, Group Controlling, Group
Corporate Finance & Group Investor Relations.
The auditors were invited to attend the meetings to discuss relevant issues. Other members of TUI Group’s
senior management as well as TUI Group executives with operational responsibility or external consultants
were invited as required.
In addition to the meetings of the Audit Committee, the Chairman of the Audit Committee also held individual
discussions with the Executive Board, division heads or the responsible partners of the auditor if this ap-
peared necessary to go into more detail on individual topics and issues. The Chairman of the Audit Committee
reported on the main results of these discussions at the following meeting of the Audit Committee.
The Chairman of the Audit Committee reports on the work and proposals of the Audit Committee as well as
on the content of individual discussions in the respective subsequent Supervisory Board meeting.
The members attended the meetings of the Audit Committee as shown in the table on page 14. The format
of the respective meeting is also shown there, as these meetings are held both in person and as a video
conference.
Informative value of financial reporting and monitoring of the accounting process
The preparation of the annual financial statements and annual report of a German public limited company
is the sole responsibility of the Executive Board. According to § 243 (2) HGB, the annual financial statements
must be clear and concise and provide a realistic overview of the company’s economic situation. This is in line
with the requirements of the UK CGC, according to which the annual financial statements and annual report
must be accurate, balanced and understandable. Against this background, the Executive Board is convinced
– although the assessment was not delegated to the Audit Committee – that the submitted annual report
meets the requirements of both legal systems.
In order to also satisfy ourselves of the informative value of the annual financial statements and the interim
reporting, we were informed in detail by the Executive Board about the business development and the
financial situation of the Group in the four Audit Committee meetings, which took place immediately before
the publication of the respective financial statements. The corresponding reports were discussed. If the
auditor had conducted an audit or review, the auditors reported on the results of the audit at these meetings
in detail on important aspects of the financial statements and on the results of the audit or the auditor’s
review. According to the DCGK discussions should take place in the absence of the Executive Board on a
regular basis. In the past financial year, the Audit Committee was also regularly given this opportunity. This
applies in particular to the audit of the financial statements. In the past financial year, the Audit Committee
also discussed with the auditor the assessment of the audit risk, the audit strategy and audit planning as well
as the audit results. In addition, the Chairman of the Audit Committee regularly discussed the progress of
the audit with the auditor and reported to the Audit Committee on each occasion.
In order to monitor accounting, we dealt intensively with individual aspects. As in previous years, TUI’s eco-
nomic development was a central topic in our meetings. In particular, we received detailed reports from
TUI AG’s Executive Board on the measures taken to refinance the company.
In addition, we considered the accounting treatment of significant balance sheet items, in particular goodwill,
specific provisions as well as the development of TUI AG’s equity. In consultation with the auditor, we assured
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
ourselves that the assumptions and estimates underlying the accounting were appropriate. Furthermore,
material aspects arising from the operational business were acknowledged by the Audit Committee.
information provided, but to consider compliance with reporting requirements. The FRC accepts no liability
for reliance on the FRC’s review by the Company or any third party, including but not limited to investors and
shareholders.
In the reporting period, we dealt in particular with the following individual aspects:
Even before the outbreak of the COVID-19 pandemic, TUI AG’s Executive Board initiated optimisation pro-
cesses with regard to the structure of working capital and the associated cash flows. These measures also
included the further development of a central finance area. Structured working capital management was also
extended to the subsidiaries. We were regularly informed about these projects in our meetings. Also after
the outbreak of the COVID-19 pandemic, these processes were accompanied by strict cost control. As in
previous years, we received detailed reports on the corresponding measures.
On 22 August 2023, TUI received a letter from the German regulator (BaFin) ordering a random audit of the
annual report as of 30 September 2022. The scope of the audit comprises the reporting on the macroeco-
nomic environment, the consideration of climate-related risks, the maintenance provisions in connection
with aircraft lease agreements and specific notes to the financial statements. BaFin’s catalogues of questions
received on 30 August and 30 October 2023 were answered by TUI in due time respectively.
In addition, the consistency of the reconciliation to the key figure ‘underlying EBIT’ and the significant items
(adjustments) eliminated here were discussed for each quarterly report and for the annual financial statements.
In this context, the going concern report prepared by the company was also discussed to verify the relevant
going concern statements in the half-year report and the annual financial statements. The viability statement
to be issued in the annual financial statements under the regulations of the UK CGC was also the subject of
discussion.
The Audit Committee is guided in its legal obligation to deal with the effectiveness of the internal control and
risk management system by the conviction that a stable and effective internal control system is indispensable
to ensure economic success in the long term. To fulfil its monitoring task, the Audit Committee is regularly
informed about the maturity of the implemented controls and also about the further development of the
internal control system.
Effectiveness of the control and risk management system
The report of the Chairman of the Audit Committee on the monitoring of transactions with related parties
within the business year was also discussed. Since none of the transactions – neither on an individual nor on
a cumulative basis – exceeded the defined threshold value in the reporting year, a control of the monitored
individual matters was carried out.
The Group has continuously developed its internal control system based on the COSO concept. The routine
review of key financial controls is carried out by local management and monitored by the Executive Board.
In the largest source markets, the UK and Germany, other internal controls are also reviewed.
Since the introduction of mandatory reporting on corporate social responsibility (CSR) in the management
report, the Supervisory Board has been responsible for reviewing the content of these disclosures. The
Supervisory Board decided to seek support of the auditor, Deloitte, in reviewing the disclosures. Accordingly,
we have been informed of the results of the auditor’s review and are of the opinion that the information
published in the CSR Report is appropriate and adequate.
Our assessment of all aspects of accounting and financial reporting discussed is consistent with the assessment
of the Executive Board and the auditor.
On 21 November 2022, TUI received a letter from the UK regulator (FRC) with respect to the inclusion of TUI in
the selection for their thematic review on earnings per share (IAS 33). The letter raised no questions requiring
a response or further correspondence with the FRC. The schedule to the letter set out a number of observa-
tions on the reporting for earnings per share in TUI’s Annual Report for the year ended 30 September 2021.
The observations and the recommendations made in the FRC’s publication on their thematic review of earnings
per share (IAS 33) have been taken into account in the preparation of the 2023 Annual Report.
2 1
The FRC’s review is based on the published Annual Report and Accounts and does not benefit from detailed
knowledge of the business or an understanding of the underlying transactions. lt provides no assurance
that the Annual Report and Accounts is correct in all material respects. The FRC’s role is not to verify the
The compliance function in the Group is further divided into the areas of finance, legal and IT. This division
plays an essential role in the identification of further control needs and the permanent improvement of
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 timely elimination.
The Audit Committee receives regular reports on the effectiveness of the risk management system, as
shown in the risk report starting on page 35. The Risk Oversight Committee that has been set up is of crucial
importance within the group. We are convinced that an adequate risk management system is in place.
The internal audit department ensures the independent monitoring of the implemented processes and
systems as well as the significant projects and reports directly to the Audit Committee at each regular meeting.
During the reporting period, the Audit Committee was not informed of any audit findings that indicated
material weaknesses in the internal control system or the risk management system. In addition, regular
discussions take place between the Chairman of the Audit Committee and the Director of Internal Audit for
closer coordination. The annual audit planning is carried out in an agile manner. The Audit Committee has
received detailed reports on the methodology and has taken note of and approved it, together with the
audits for the coming financial year that have already been determined in this context. The Audit Committee
believes that the regular coordination ensures the effectiveness of the internal audit.
CONTENTS
FINANCIAL YEAR 2023
5
6
Financial Highlights
Interview with
Sebastian Ebel
10 Group Executive
Committee
11 Report of the
Supervisory Board
19 Report of the Audit
Committee
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
In the course of our meetings, we were again informed in this business year about the implementation and
guarantee of the regulations of the European Data Protection Regulation (EU GDPR) in the individual
business areas. Based on this report, we are convinced that the projects continuously initiated and measures
taken throughout the Group for this purpose are designed to fulfil the requirements of the EU GDPR.
Based on regular reporting by the auditor, we have satisfied ourselves of the effectiveness of the external
audit and have decided to recommend to the Supervisory Board that Deloitte be proposed to the Annual
General Meeting as auditor again for financial year 2024. Deloitte was selected by us as auditor in a public
tender process in financial year 2016 and has been appointed as auditor without interruption since the first
election by the Annual General Meeting in 2017.
Whistleblowing systems for employees in the event of compliance violations
A standardised whistleblowing system has been set up in TUI Group through which employees can draw
attention to possible breaches of compliance guidelines.
As part of the reporting on the legal compliance system, we were presented with the key findings from the
whistleblower system in the past financial year.
Review of the independence and objectivity of the auditor
For financial year 2023, the Audit Committee recommended to the Supervisory Board that Deloitte GmbH
Wirtschaftsprüfungsgesellschaft (Deloitte) be proposed to the Annual General Meeting as auditors. Following
the appointment of Deloitte as auditors by the Annual General Meeting in February 2023, the Supervisory
Board commissioned Deloitte to audit the 2023 financial statements.
The Audit Committee had Deloitte explain to it in advance the audit plan for the annual financial statements
as at 30 September 2023. This plan includes the main focal points of the audit and the group of companies
to be audited from the Group’s perspective. The Audit Committee is convinced that this plan ensures that
the audit adequately takes into account the identifiable risks. It also considers the independence and objectivity
of the auditor to be given and has also established with the quality of the audit within the framework of a
structured survey.
In order to ensure the independence of the auditor, all engagements for the provision of non-audit services
by the auditor must be submitted to the Audit Committee for approval before the engagement is awarded.
The Audit Committee makes use of the possibility to delegate the approval to the company depending on
the size of the order. The chairperson of the Audit Committee is only involved in the decision if a fixed cost
limit is exceeded. If the auditor provided services to the group outside of the audit, the nature and amount
of these services were explained to the Audit Committee. This procedure is in line with the company’s existing
policy on the approval of non-audit services, which takes into account the requirements of the regulations
of the Audit Reform Act (AReG) on prohibited non-audit services and on limitations on the amount of
non-audit services. Worldwide, the non-audit services amounted to € 2.1 m. The audit fee received by the
auditor, excluding voluntary audits, amounted to € 8.6 m. The corresponding non-audit services accounted
for approximately 24 % of Deloitte’s audit fees.
I would like to thank the members of the Audit Committee, the auditors, the Executive Board and all employees
involved for their trusting and committed cooperation in the past financial year.
Hanover, 4 December 2023
Prof. Dr Edgar Ernst
Chairman of the Audit Committee
2 2
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
2 3
2
COMBINED
MANAGEMENT REPORT*
24
28
28
31
35
55
59
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
59 Macroeconomic, Industry and Market Framework
63
67
72
74
81
Group Earnings
Segmental Performance
Net Assets
Financial Position of the Group
Non-financial Group Declaration of TUI Group
104 Annual financial Statements of TUI AG
107
Information required under Takeover Law
110 TUI Share (unaudited)
* The present combined Management Report has been drawn up for both
the TUI Group and 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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI Group Strategy
Tourism is a growth sector driven by strong fundamentals
TUI’s business model – foundation for success
The travel and tourism market is a significant contributor to the global economy1, growing above global GDP
levels pre-pandemic2. Demand for tourism is driven by strong fundamental trends – people living longer,
healthier lives; the growth of middle classes across the globe, which increases disposable income; and the
desire for experiences, of which travel plays a significant part. This demand has proved highly resilient – after
the disruption of COVID-19 and resulting travel restrictions, international arrivals are expected to return
almost to pre-pandemic levels in 20233. At TUI, we experienced a strong uplift in bookings for our desti nations
on the easing of government travel restrictions during the pandemic, and in Summer 2023, Markets & Airlines
customer numbers rebounded almost completely to Summer 2019 levels, coupled with a strong 8 % increase
in average selling price versus prior season, and 26 % increase versus Summer 2019. Therefore, we expect
leisure tourism to continue to be an attractive growth market over the long-term.
The industry still faces some key challenges. Cost inflation (driven by higher energy costs and labour supply
shortages), higher interest rates and foreign exchange fluctuations all impact supplier cost bases, as well as
putting a squeeze on household income and hence consumer sentiment. In turn, this reinforces customer
needs for brands which they can depend on, and which deliver choice and flexibility in configuring the right
product for them. TUI’s focus on delivering quality to our customers while increasing choice and flexibility,
both in terms of our product offer, and by increasing the flexibility of flight and hotel sourcing, mean that we
can deliver growth by offering value and choice, without additional risk capacity.
Climate change is a pressing global challenge. There is an urgency to act and for everyone to play a role in
the transition to a low carbon economy. TUI has committed to Science Based Targets, in order to significantly
reduce carbon emissions in our airline, hotels and cruise business by 2030, with a further commitment to
reach net-zero by 2050 at the latest. In addition, our Sustainability Agenda sets out our wider commitments
to sustainability, in terms of People, Planet and Progress.
Also see page 26 – 27 and the Non-financial Group Declaration from page 81 onwards.
TUI is a leisure experiences group covering the entire holiday journey, serving millions of customers, operating
126 aircraft, 424 hotels (including our concept hotels) and 16 cruise ships4, as well as a sizeable experiences, trans-
fers and tours business. The group is structured into two divisions – Holiday Experiences and Markets & Airlines.
Holiday Experiences delivers differentiated content in hotels, cruises, experiences, transfers and tours:
• Our hotel portfolio consists of own and differentiated leisure brands such as Robinson, TUI Magic Life, TUI
Blue and TUI Suneo, complemented by JV hotel brands such as Riu, Atlantica, Blue Diamond and Grupotel.
The portfolio is well-diversified in terms of product offer, destination mix and ownership models, and
benefits from multi-channel and multi-source market distribution via Markets & Airlines, direct to
customer, and via third parties such as Online Travel Agents (OTAs) and tour operators mainly outside our
own source markets.
• Our three cruise brands (Mein Schiff, Hapag-Lloyd Cruises, Marella) cover the cruises sector from premium
all-inclusive to luxury to expeditions, with leading positions in the German-speaking and UK markets5,
benefitting from multi-channel distribution via Markets & Airlines, direct to customer and via third parties.
• TUI Musement is one of the largest6 digital providers in the online intermediary market for tours and
activities, including experiences (excursions, activities and tickets) and tours (multi-day tours), connecting
our own and third party product portfolio in destinations with Markets & Airlines customers, direct to
customer and via third parties; as well as providing transfers and customer support in the destination.
2 4
2 Based on UNW TO international travel arrivals C AGR versus global GDP C AGR for 2015 to 2019
3 UNW TO World Tourism Barometer September 2023
1 Based on W T TC Economic Impact Research 2023 – Travel & Tourism sector contributed 10.3 % to global GDP in 2019; this decreased
to 5.3 % in 2020, 6.1 % in 2021 and 7.6 % in 2022, due to government restrictions on mobility. However, Travel & Tourism GDP is ex-
pected to reach 95 % of 2019 levels in 2023.
4 As at 30 September 2023, including concept hotels in third party properties
5 As measured by capacities
6 As measured by market share
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Markets & Airlines distributes and fulfills holidays to a large customer base in more than a dozen source
markets. TUI is (according to consumer surveys for unaided brand awareness and consideration) a leading
tourism brand7. We differentiate ourselves from the competition (such as tour operators, OTAs, hotels and
airlines) based on our products and services. By covering the whole customer journey, TUI holds multiple
digital and physical touchpoints with its customers, and therefore delivers a strong blend of digital and
human interaction. This enables TUI to follow a customer centric approach, aiming to create long-term
relationships with its customers.
As a vertically integrated group, it is also important to leverage cross-sell and upsell potential across all divisions,
and the power of our brand in order to reduce cost of sales. Our Central Customer Ecosystem creates the
basis of this, covering all aspects of marketing, sales and service.
Strategy Implementation – our strategy diamond
Central Customer
Ecosystem
TUI’s strategy for profitable growth
Markets &
Airlines
Holiday
Experiences
As demand recovers post-pandemic TUI is committed to delivering profitable growth. We have already laid
the foundations for this, and delivery is underway.
Group Strategy
Our strategy is defined across both of our business divisions, embedded onto one central customer eco-
system, underpinned by our Sustainability Agenda and by our people. The framework for implementation
can be visualized with our “strategy diamond”, based on five key elements – Holiday Experiences, Markets &
Airlines, Central Customer Ecosystem, Sustainability and People.
People
Sustainability
2 5
7 As measured by brand consideration in TUI brand performance tracking, completed by Metrixlab
C E N T R A L C U S T O M E R E C O S Y S T E M
As well as growing customer volumes, our marketing and distribution strategy focuses on maximizing
customer value, leveraging the synergies between both of our business divisions, and lowering our cost of
distribution. As the basis for this, we will continue to strengthen and leverage the TUI brand in existing and
untapped customer segments and broaden our brand image for our growth products (such as cities, tours,
accommodation only and experiences). We continue to enhance our app with a focus on native bookflows,
targeting further growth in the proportion of digital sales made in-app. Our customer relation management
strategy is focused on growing the marketing base through improved permission capture, extension of
automated marketing to all products and channels, and growing revenue by improved cross-channel marketing.
We also continue to streamline the digital customer experience via the operation of a single customer account
and implementing a common payment process. All of this facilitates a full product suite offering and
cross-selling, and increases the number of holiday and experience touchpoints we have with the customer,
whilst at the same time reducing our cost of sales.
Sustainability agenda ‘People, Planet, Progress’
As an industry leading Group, we want to set the standard for sustainability in the market. We believe that
sustainable transformation should not be viewed solely as a cost factor, but that sustainability pays off – for
society, for the environment, and for economic development. Our strategy is therefore underpinned by clear
science-based goals and targets on sustainability. TUI’s Sustainability Agenda consists of three building
blocks – People, Planet and Progress.
For details please refer to page 82.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
2 6
H O L I D AY E X P E R I E N C E S
Our Holiday Experiences strategy focusses on asset-right, profitable growth in differentiated content and
expanding the customer base with multi-channel distribution, in particular outside Markets & Airlines.
In Hotels & Resorts, product growth is delivered by expanding our portfolio in new and existing destinations.
In financial year 2023 we added 41 new hotels to our pipeline. Growth in hotels is based on an asset-right and
scaleable approach – through our joint ventures, the TUI Global Hotel Fund, launched by TUI and partners, and
management and franchise contracts. We have continued to develop and enhance our own global distribution
platform, with a focus on global distribution alongside our existing source markets; and we are also expanding
our appeal across customer segments, with launch of new brands.
Product growth in Cruises is driven by investment into new-build ships by our TUI Cruises JV, with three new
ships being delivered over the next three years. In addition, we are continuing Marella’s fleet upgrade, by replacing
older ships with newer, larger ones, including the launch of Voyager in June 2023 (previously Mein Schiff Herz).
Customer growth will be driven by a broader marketing positioning for both TUI Cruises and Marella.
In TUI Musement, we have realigned our strategy to digitalise all three business sectors – experiences
(excursions, activities and tickets), transfers and tours (multi-day tours), with a strong focus on delivering
profitable growth from the marketing of our own products across all channels, and investing in particular in
more of our own products. In this way, we simultaneously differentiate and position ourselves in the attractive
producer margin area. The digitization of the Experiences segment has already been completed (with the
acquisition in 2018 and subsequent integration of the Musement platform), and we are now focusing on the
Tours and Transfers segments. This will help us generate further customer growth.
M A R K E T S & A I R L I N E S
Our Markets & Airlines strategy focusses on strengthening and leveraging our capabilities (including brand
and distribution, differentiated and exclusive product, quality and service) and market positions, with growth
delivered from new products and new customers, based on scaleable common platforms. Product growth is
based on an expanded offer of accommodation only, flight only, car rentals, ancillaries and tours, as well as
increasing the volume and proportion of dynamic packaging and supply, to deliver choice, flexibility and hence
growth, without increasing risk capacity. Customer growth is driven by this increase in choice and flexibility,
as we enlarge our appeal across more customer segments, supported by our brand and marketing strategy,
and initiatives such as the relaunch of First Choice in the UK which targets new, especially younger, customers.
To increase efficiency and scaleability, we grow based on common platforms and central production. This year,
we rolled-out our group-wide platforms for accommodation only, flight only and dynamic packaging to more
markets, as well as continuing to develop and enhance the capabilities of these platforms. In TUI Airline, we
operate a strong leisure network, with a high degree of integration with our Markets, on a modern and fuel
efficient fleet. We leverage these strengths and continue to deliver transformation through increased flexibility
and cost efficiency.
P E O P L E
• We will ensure that local people and communities benefit from tourism and the local supply chain.
People strategy – digital, engaging, inclusive
• We will empower a generation of sustainability changemakers. TUI Care Foundation will drive positive
social and environmental impacts in tourism communities around the world.
Our employees make a key contribution to TUI Group’s success. Our goal is to secure that success in the long
term. In the period under review, we focussed on the continuation of our strategic initiatives defined in the
framework of our People Strategy.
P L A N E T
• In 2023, our emission reduction targets were recognised by the Science Based Targets initiative (SBTi).
The vision of our People Strategy is to be digital, engaging and inclusive.
TUI commits to implementing these targets in line with the latest climate science findings.
In order to implement our strategy, six relevant areas of action have been defined:
• We will achieve net-zero emissions across our operations and supply chain by 2050 at the latest. We will
change the way we use natural resources and become a circular business.
P R O G R E S S
• Together with our partners, we will co-create the next-generation sustainable business model for the
tourism industry through our Destination Co-Lab Rhodes.
1. Simplification, harmonisation and focus
2. Digital transformation
3. Supporting growth
4. Positive employee experience
5. Diversity, equity and inclusion
6. Facilitating top performance
• We will enable our customers to make sustainable holiday choices in every stage of the customer journey.
We are thus seeking to create a framework that empowers our employees to deliver the best performance
and succeed as a team.
We already operate one of Europe’s most carbon-efficient airlines and we aim to continuously improve our
environmental performance. We will build on the progress we have already made and reduce emissions
further through our commitment to science-based targets and our emission reduction roadmap.
In 2023, relative carbon emissions of our airlines decreased by 3.9 %. This improvement was primarily driven
by higher load factors versus 2022, as well as our re-fleeting programme, with older aircraft being replaced by
new, more carbon-efficient aircraft. In 2023, we still operated 19 Boeing 787 aircraft. In the period under
review, our Boeing 737 Max fleet grew from 35 to 37 aircraft.
Further information is provided on pages 85 to 90
Further information is provided on pages 91 to 98.
TUI is set for profitable growth
Having driven the recovery post-pandemic, delivered our Global Realignment Programme and defined our
strategy, TUI is well positioned and committed to capturing market growth. The execution of our strategy is
well underway. As a result, TUI will continue to grow its differentiated Holiday Experience and Markets &
Airlines product offerings, grow the volume and value of its customer ecosystem, increase flexibility for our
customers and operations, and maximise efficiencies and synergies within the business.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
2 7
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
Corporate 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
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
As at the balance sheet date, the Executive Board of TUI AG consisted of the CEO and four other Board
members.
For details on Executive Board members, see page 117.
The Executive Board is the Company’s central decision-making body. In addition, there is the Group Executive
Committee (GEC), which as of 30 September 2023 consisted of twelve members, including the Executive
Board members, and is chaired by the Chairman of the Executive Board. As a rule, the Group Executive
Committee participates in all Board meetings, with the exception of items dealing with personnel matters
relating to the composition of the Senior Leadership Team. The GEC was set up to enhance informed,
effective decision-making and to create a flat hierarchy and strong execution environment. It reflects a
culture of openness and information sharing.
For further details, also see: www.tuigroup.com/en-en/investors/corporate-governance
TUI AG is TUI Group’s parent company headquartered in Hanover. It holds direct or, via its affiliates, indirect
interests in the principal Group companies conducting the Group’s operating business in individual countries.
Overall, TUI AG’s group of consolidated companies comprised 266 direct and indirect subsidiaries at the
balance sheet date. A further 20 affiliated companies and 27 joint ventures were included in TUI AG’s consoli-
dated 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
190 and 281.
TUI Group reporting structure
TUI Group is a global integrated tourism group. Its core businesses, Holiday Experiences and Markets &
Airlines, are clustered into the segments Hotels & Resorts, Cruises and TUI Musement as well as three
regions: Northern, Central and Western Region. TUI Group also comprises All other segments. The Group’s
reporting structure thus remained unchanged year-on-year in the reporting period.
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.
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 manage-
ment of the Company.
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.
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 applicable.
In financial year 2023, Hotels & Resorts comprised a total of 360 hotels with 285,127 beds. 330 hotels, i. e.
the majority, are in the four- or five-star categories. 53 % were operated under management contracts, 38 %
were owned by one of the hotel companies, 8 % were leased and 1 % of the hotels were managed under
franchise agreements.
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
2 8
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
2 9
Hotels & Resorts financing structure
in %
Hotels & Resorts beds per region
in %
1 (1)
Franchise
(53) 53
Management
%
8 (8)
Lease
38 (38)
Ownership
(30) 31
Caribbean
(21) 22
Eastern
Mediterranean
%
10 (7)
Other
countries
18 (22)
North Africa /
Egypt
19 (20)
Western
Mediterranean
In brackets: previous year
Hotels & Resorts portfolio
Hotel brand
3 stars
4 stars
5 stars
Riu
Robinson
Blue Diamond
Others
Total
As at 30 September 2023
2
1
2
25
30
45
17
14
122
198
50
8
21
53
132
Total
hotels
97
26
37
200
360
Beds
Main sites
Spain, Mexico, Caribbean,
Cape Verde, Portugal,
Morocco
Spain, Greece, Turkey,
Austria, Maledives
Cuba, Dom. Rep., Jamaica,
Mexico, Saint Lucia
Spain, Greece, Turkey, Egypt
105,712
16,016
35,329
128,070
285,127
Robinson operates mainly four- and five-star club hotels and is a leading German provider of club holidays in
terms of the number of resorts. Most of its clubs are located in Spain, Greece, Turkey, the Maldives and Austria.
Blue Diamond is a hotel chain in the Caribbean. The Hotels & Resorts segment comprises 37 resorts in the
Caribbean and Mexico.
Other hotel brands include the TUI signature hotels TUI Blue, TUI Magic Life and TUI Suneo.
TUI Blue, present in about 20 countries, is TUI Group’s global hotel brand and targeting an international
audience. After five hotel openings in summer 2023, TUI Blue continues its growth path, primarily in new
holiday destinations in Asia and Africa.
TUI Magic Life is an all-inclusive brand, targeting an international audience seeking club holidays with
different profiles in beachfront locations.
TUI Suneo offers value for money hotels.
Our hotels operated by third-party hoteliers include a total of 64 hotels belonging to our international
concept brands. This brings the total number of TUI Group portfolio hotels to 424.
Riu is the largest hotel group in the portfolio of Hotels & Resorts in terms of the number of hotels. The
Mallorca-based enterprise primarily operates four- and five-star hotels in Spain, Mexico and the Caribbean.
Its three product lines Riu Classic Hotels, Riu Plaza Hotels (city hotels) and Riu Palace Hotels (premium
segment) target different customer groups.
C R U I S E S
The Cruises segment comprises the joint venture TUI Cruises, which operates cruise ships under the brands
Mein Schiff and Hapag-Lloyd Cruises, and Marella Cruises. With their combined fleet of 16 vessels as at the
reporting date, the three cruise lines offer different service concepts to serve different target groups.
TUI Musement serves three customer groups:
• TUI customers: Providing services to our guests in the destination via service and operation teams and
tour guides as well as via the TUI Digital Assistant App and the TUI Experience Center.
• Strategic B2B customers: Digital and on-site services for partners from various sectors of the travel
industry, such as airlines, cruise lines, ground transport, OTAs and tour operators.
• B2C Open Market clients: Global distribution of tours, activities and experiences for travellers.
Owned
Leases
Total
11
6
5
3
14
0
0
0
2
2
11
6
5
5
16
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 organi-
sations have access to a large portfolio of TUI hotels. They also have access to third-party hotel bed capacity,
some of which has been contractually committed.
Cruise fleet by ownership structure
TUI Cruises (Joint Venture)
Mein Schiff
Hapag-Lloyd Cruises
Marella Cruises
Total
As at 30 September 2023
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 six ‘Mein Schiff’ vessels, TUI Cruises is top-ranked in the German-speaking
market for cruises. The Insight Guides (formerly Berlitz Cruise Guide), an international reference for cruise
ship ratings, ranked all six ships operated by TUI Cruises into high positions in the four-stars category. The
Mein Schiff Herz was transferred to the Marella Cruises fleet in Q3 2023. The commissioning of three newly
built ships is planned for the coming years, which will bring the fleet to a total of nine ships. After the
pandemic years, TUI Cruises is thus continuing its growth as planned.
The traditional Hapag-Lloyd Cruises brand, which is also part of TUI Cruises, is a leading provider of luxury
and expedition cruises in German-speaking markets. At the reporting date, the fleet comprised two luxury
liners and three expedition cruise ships. They are the only ships worldwide to have each been awarded a five-
star rating by Insight Guides. This makes Hapag-Lloyd Cruises the winner of the title of best fleet worldwide.
With a fleet of five ships, Marella Cruises offers voyages in different segments, including family and city
cruises, in the British market. The former Mein Schiff Herz joined the fleet as Marella Voyager in June 2023.
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. To do this
TUI is present in numerous holiday destinations with its own staff. TUI Musement’s business model for the
distribution of experiences (excursions, activities), tickets and tours (multi-day tours) is based on an online
platform open to customers and suppliers. In addition, transfers are provided in the destinations.
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.
Our strategic venture Sunwing Travel Inc., Canada, sold its tour operation business, which was previously
included in this segment, in May 2023.
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.
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 amongst others the corporate centre functions of TUI AG and the interim holdings,
the Group’s real estate companies and the Group’s key tourism functions. The future markets business,
which has also been shown in All other segment so far, was resegmented to Hotels & Resorts, TUI Musement
and Central Region in financial year 2023.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
3 0
CONTENTS
Research and development
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
As a tourism service provider, the TUI Group does not engage in research and development activities
comparable with manufacturing companies. This sub-report is therefore omitted.
Value-oriented Group Management
Management system and key performance indicators
A standardised management system has been created to implement value-driven management across the
Group as a whole and in its individual business segments. The value-oriented management system is an
integral part of consistent Group-wide controlling and planning processes.
Our key financial performance indicators for tracking our earnings position are revenue and underlying EBIT.
Accordingly, underlying EBIT represents the segment indicator as defined by IFRS 8.
We define the EBIT in underlying EBIT as earnings before interest, taxes and expenses for the measurement
of the Group’s interest hedges. EBIT by definition includes impairment of goodwill.
Underlying EBIT has been adjusted for income and expense items which, due to their level and frequency,
impact or distort the assessment of operating profitability in the segments and the Group. These one-off
items include gains on disposal of investments, major gains and losses from the disposal of assets, and major
restructuring and integration expenses. The indicator is additionally adjusted for all effects from purchase
price allocations, ancillary acquisition costs and conditional purchase price payments. The reconciliation to
underlying EBIT also adjusts for goodwill impairments.
To track business performance in our segments in the course of the year, we also monitor other non-financial
performance indicators, such as the customer numbers in tour operation, capacity or passenger days,
occupancy and average prices in Hotels & Resorts and Cruises.
Information on operating performance indicators is provided in the sections on Segmental performance (page 67), the
Non-financial Group declaration (page 81) and in the Report on Expected Developments (page 55).
Cost of capital
The cost of capital is calculated as the weighted average cost of equity and debt (WACC). While the cost of
equity reflects the return expected by investors from TUI shares, the cost of debt is based on the average
borrowing costs for TUI Group. The cost of capital always shows pre-tax costs, i. e. costs before corporate
and investor taxes. The expected return determined in this way corresponds to the same tax level as the
underlying EBIT included in ROIC. For financial year 2023, we apply a cost of capital of TUI Group of 11.76 %
(previous year: 12.63 %).
To track the Group’s financial position in financial year 2023, 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.
ROIC is calculated as the ratio of underlying earnings before interest and taxes (underlying EBIT) to average
invested interest-bearing capital (invested capital).
ROIC and Economic Value Added
Key management variables used for regular value analysis are Return On Invested Capital (ROIC) and
Economic Value Added. ROIC is compared with the weighted average cost of capital before tax (WACC).
We regard specific carbon emissions (in g CO2 / pkm) from our aircraft fleet as a key non-financial performance
indicator.
Given its definition, this performance indicator is not influenced by any tax or financial factors and has been
adjusted for one-off effects. From a Group perspective, invested capital is derived from liabilities, comprising
equity (including non-controlling interests) and the balance of interest-bearing liabilities and interest-bearing
assets with an adjustment for the seasonality of the Group’s net financial position. The cumulative amortisations
of purchase price allocations are then added to the invested capital.
3 1
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.
Invested Capital
€ million
In the year under review, TUI Group’s ROIC amounted to 19.10 % (previous year: 7.49 %). Taking into account
the Group’s weighted average cost of capital of 11.76 %, this resulted in an Economic Value Added of € 375.6 m
(previous year: negative Economic Value Added of – € 280.7 m).
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
Notes
2023
2022
(24)
(25)
(26)
(29)
(27)
(30)
(32)
(32)
(41)
(32)
(41)
(22)
1,947.2
507.4
9,090.1
– 8,474.6
824.3
0.0
4,922.5
670.4
1,198.5
98.5
37.0
2,918.1
1,926.4
268.4
2,060.3
97.7
– 500.0
98.5
4,844.7
4,733.7
645.7
1,785.2
6,085.9
– 8,432.7
787.3
420.0
5,921.0
601.4
1,731.4
319.9
60.7
3,207.5
1,669.6
259.1
1,736.9
173.5
– 500.0
163.4
4,733.7
5,569.7
allocation2
4,789.2
5,151.7
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
1 Adjustment to net debt to reflect a seasonal average cash balance
2 Average value based at beginning and year-end
4,844.7
336.4
5,181.1
5,049.1
5,115.1
4,733.7
315.4
5,049.1
5,866.6
5,457.8
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
3 2
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
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
2023
2022
977.2
5,115.1
19.10
11.76
375.6
408.7
5,457.8
7.49
12.63
– 280.7
%
%
Group performance indicators used in the Executive Board remuneration system
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.
Group earnings before interest (including the result of the measurement of the Group’s interest hedges) and
taxes on a constant currency basis developed as follows in the financial year under review:
STATEMENTS AND NOTES
Reconciliation EBIT
€ million
EBIT
F X effects from translation to budget rates
EBIT at budget rates
2023
999.3
– 8.3
991.1
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 key figure taken into account in the JEV in accordance with the remuneration system is the
cash flow figure ‘cash flow before dividends’, which is included in the calculation with a weighting of 25 %. For
these purposes, cash flow before dividends is generally calculated using a simplified approach based on the
management cash flow statement. The TUI Group’s EBIT is also generally adjusted for currency effects for this
purpose. This basic rule was deviated from for the 2023 financial year. The deviations are explained below:
When adopting the resolution on the target setting for the JEV in September 2022, the Supervisory Board of
TUI AG took into account the particular effects on the originally planned cash flow component resulting from
the changes in accounting regulations that have occurred since the remuneration system was established. In
September 2022, the Supervisory Board decided to use total cash flow as the second Group key performance
indicator for determining the target achievement of the JEV.
The total cash flow corresponds to the cash flow after dividends (€ 571.0 m) plus the cash inflow from capital
increases through the issue of new shares (€ 1,760.9 m) less payments for financing / leasing (€ 2,021.4 m). For
the 2023 financial year, it amounts to € 310.5 m. The cash flow after dividends in turn results from the cash
flow before dividends (€ 708.1 m) less a coupon on a silent partnership (€ 16.8 m) and dividends from sub-
sidiaries to non-controlling interests (€ 120.3 m).
When adopting the resolution on target achievement, the Supervisory Board also exercised its right to
adjust the conditions of the JEV at its reasonable discretion in the event of extraordinary events or develop-
ments in order to take account of rare special situations that were not adequately covered by the defined
targets. The cash inflow from capital increases through the issue of new shares (€ 1,760.9 m) was therefore
deducted from the above-mentioned total cash flow (€ 310.5 m) and the following items were increased:
Payments for the revolving credit line (€ 561.2 m), payments for the repayment of hybrid capital (€ 682.4 m)
and payments for the repayment of promissory note and WSF loans (€ 241.7 m). Taking into account payments
for other items, the total cash flow excluding one-off financing effects totalled € 33.5 m. The following items
were added back in order to reconcile to the cash flow relevant to JEV: Dividend from Riu II to Riu for the
establishment of a new subsidiary (€ 75.0 m), payments for the investment in a new subsidiary (€ 73.5 m),
payments already received in the previous year from the Riu earn-out (€ 17.1 m) and other payments (€ 7.4 m).
This results in a JEV-relevant cash flow of € 206.5 m.
As a result of the adjustments to take account of the special situations, the cash flow relevant to JEV fell by
around € 100 m to € 206.5 m, which also led to a lower target achievement for JEV.
3 3
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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).
The table below shows TUI Group’s pro forma underlying earnings per share. The normalised Group tax
rate for the year under review is 18 %, the prior year rate was reduced to 0 % against the background of
the considerable decline in earnings caused by COVID-19.
Pro forma underlying earnings per share from continuing operations (LTIP-relevant EPS) developed as
follows in the financial year under review:
Pro forma underlying earnings per shares TUI Group
€ million
Underlying EBIT
less: Net interest expense
Underlying profit before tax
Income taxes (18 % assumed tax rate, prior year 0 %)
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 (€)
2023
2022
adjusted
977.2
– 448.2
529.1
95.2
433.8
149.9
283.9
384.3
0.74
408.7
– 465.9
– 57.1
0.0
– 57.1
64.6
– 121.7
273.1
– 0.45
Earnings per share for all periods presented were adjusted for the effect of the capital reduction carried out in
February 2023 at a ratio of 10:1 and the effect of the bonus component of subscription rights issued as part of
the capital increase in March 2023.
3 4
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.
At TUI, managing risk has always been a vital part of how we conduct our business. At TUI we incorporate all
elements of a fully developed risk management system. It is not limited to identifying only those developments
that could jeopardise the companies continued existence, it also includes the active management of all other
material risks. Risk management is limited to risks only, short-term chances or opportunities are managed
in the controlling process, whereas Group Strategy continuously identifies and monitors long-term chances.
Legal risks are reported in a separate legal risk report.
In financial year 2023, the Group has conducted a Climate Scenario Analysis following the recommendations
of the Task Force for Climate Related Financial Disclosures (TCFD) initiative. Certain risks and opportunities
resulting from projected climatical changes have been identified and assessed. Given the importance of
climate change, TUI is using its established Risk Management Process to facilitate the management of these
risks. Given the variety of potential impacts on our business and to report on these elements centrally, we
have decided to set up a new principal risk “Climate change impacting our business model” (see principal risk 10
on page 48) These topics have been discussed intensively in two of our Group Risk Oversight Committee
meetings and results have been presented to both, the Group Executive Committee and the Audit Committee.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
3 5
CONTENTS
Risk Governance
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI Risk Management Governance
A U D I T C O M M I T T E E
E X E C U T I V E B O A R D
G R O U P R I S K O V E R S I G H T C O M M I T T E E ( G R O C )
Oversee & Review
Oversee adequacy and effectiveness of the risk management system
•• Oversee adequacy and effectiveness of the risk management system
Acknowledge the risk appetite
•• Acknowledge the risk appetite
Direct & Assure
Overall responsibility for risk management
•• Overall responsibility for risk management
Determine strategic approach to risk
•• Determine strategic approach to risk
•• Approve risk policy including risk appetite and set tone at the top
Approve risk policy including risk appetite and set tone at the top
Agree how principal risks are managed, mitigated and monitored
•• Agree how principal risks are managed, mitigated and monitored
Review the effectiveness of the risk management system
•• Review the effectiveness of the risk management system
Review & Communicate
•• Formulate risk strategy and policy
•• Discuss and propose risk appetite
•• Summarise and assess principal risks
•• Ensure effective monitoring
•• Report back to Executive Board
G R O U P R I S K T E A M
Support & report
S E C TO R R I S K & C O N T R O L
Coordinate, support & report in Sector
B U S I N E S S E S
&
B U S I N E S S
F U N C T I O N S
B U S I N E S S E S
&
F U N C T I O N S
C E N T R A L I S E D
F U N C T I O N S
Identify, Assess & Manage
•• Understand key risks
•• Review key risks and mitigation
•• Manage and monitor risks
•• Report on risk status
3 6
R I S K C H A M P I O N C O M M U N I T Y
BUSINESSES & BUSINESS FUNCTIONSBUSINESSES & FUNCTIONSGROUP FUNCTIONS CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
A U D I T C O M M I T T E E – O V E R S E E & R E V I E W
The Audit Committee, as a subcommittee of the Supervisory Board, is overseeing the appropriateness and
effectiveness of the risk management system. The Head of the Group Risk team reports minimum once a
year on the system itself, on topics which have been discussed in the Group Risk Oversight Committee, the
principal risks and their changes. The Committee considers the adequacy and the effectiveness of the risk
management system and reviews and acknowledges the risk appetite on a principal risk level as formulated
by the Executive Board.
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.
Ultimate accountability for the Group’s risk management rests with the Executive Board and therefore it has
established and maintains a risk management system to identify, assess, manage and monitor risks which
could threaten the existence of the company or have a significant impact on the achievement of its strategic
objectives: these are referred to as the principal risks of the Group. This risk management system includes
an internally-published risk management policy which helps to reinforce the tone set from the top on risk,
by instilling an appropriate risk culture in the organisation whereby employees are expected to be risk aware,
control minded and to ’do the right thing’. The policy provides a formal structure for risk management to
embed it in the fabric of the business. Each principal risk has assigned to it a member of the Executive Board
as overall risk sponsor to ensure that there is clarity of responsibility and to ensure that each of the principal
risks are understood fully and managed effectively.
Chaired by the Chief Financial Officer, senior operational and finance management as well as those Central
Functions which are fulfilling the role as a second line are represented on the committee.
Leaders of Central Functions as well as senior executives from the Group’s major businesses are invited on
a rotational basis to present on their risk and control framework. This allows members of the GROC to ask
questions on the processes in place, the risks present in each business or function, as well as any new or
evolving risks which may be on their horizon. It also provides opportunity to seek confirmation that an
appropriate risk culture continues to be in place in each of the major businesses and that there are no gaps
between risk management at business level and at function level.
The GROC reports biannually 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.
G R O U P R I S K T E A M – S U P P O R T & R E P O R T
The Executive Board has also established a Group Risk team to ensure that an adequate risk management
system is set up and functions effectively and that the risk management policy is implemented appropriately
across the Group. The team facilitates 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 GROC in fulfilling its duties and the reporting to both the
Executive and Supervisory Boards. Additionally, Group Risk is responsible for the operation of the risk and
control software that underpins the Group’s risk reporting and risk management process.
The Executive Board reports to the Audit Committee of the Supervisory Board on the adherence to both
the German legal and the UK 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.
S E C T O R R I S K & C O N T R O L – C O O R D I N AT E , S U P P O R T & R E P O R T I N S E C T O R
Sector risk and control teams work as the connecting element between businesses and the Group. They
facilitate the risk management process in their respective areas by providing guidance support and reporting.
They challenge management in identifying and assessing risks, hence ensuring proper sector governance.
G R O U P 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 Group Risk Oversight Committee (the GROC), ensures that business
risks are identified, assessed, managed and monitored across the businesses and functions of the Group. As
a rule meeting on a quarterly basis, the GROC’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.
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 & M A N A G E
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 implementation of the risk
management policy within their business and ensures its effective application. The Risk Champions are in
close contact with the Group Risk team 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.
3 7
CONTENTS
Risk Reporting
The Group Risk team applies a consistent risk reporting methodology across the Group. This is underpinned
by risk and control software which reinforces clarity of language, visibility of risks, mitigation and actions and
accountability of ownership. Although the process of risk identification, assessment and response is continuous
and embedded within the day-to-day operations of the businesses and functions, it is consolidated, reported
and reviewed at varying levels throughout the Group on at least a quarterly basis.
Risk Identification: Management closest to the risks identify those that are relevant to the pursuit of the
strategy within their business area.
A risk owner is assigned to each risk, who has the accountability and authority for ensuring that the risk is
appropriately managed.
Risk Assessment: The methodology used is to initially assess the gross (or inherent) risk. This is essentially
the downside, being the product of the impact together with the likelihood of the risk materialising if there is
no mitigation in place to manage or monitor the risk. In line with the Group budgeting horizon, risk assessment
is made for a timeframe of one year with longer horizons where necessary, e. g. in case of longer term projects.
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 %
U N L I K E LY
10 – < 30 %
P O S S I B L E
30 – < 60 %
L I K E LY
60 – < 80 %
A L M O ST C E R TA I N
≥ 80 %
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
3 8
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The next step in the risk reporting process is to assess and document the mitigation currently in place to
reduce the likelihood of the risk materialising and / or its impact if it does. Consideration of these then
enables the current (or residual) risk score to be assessed, which is essentially the reasonably foreseeable
scenario. This measures the impact and likelihood of the risk with the mitigation in place and 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.
owner will normally be the individual tasked with ensuring that this action plan is implemented within an
agreed timetable. Each business and function will continue to review their risk register on an ongoing basis
through the mechanism appropriate for their business e. g. local Risk Committee.
This bottom-up risk reporting is considered by the GROC alongside the Group’s principal risks. New risks are
added to the Group’s 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 is 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 monitors the risk, the mitigation and the risk landscape to ensure that it remains
at an acceptable level. If management assesses that the current risk score is too high, an action plan will be
drawn up with the objective of introducing new or stronger mitigation that will further reduce the impact
and / or likelihood of the risk to an acceptable level. This is known as the target risk score and is the parameter
by which management can ensure the risk is being managed in line with their overall risk appetite. The risk
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 appropriate.
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 team if necessary.
Ris
H
ig
k
S
c
h
o
r
e
Principal Risk Heat Map
2
1
8
4
B
3
5
4
7
C
3
5
6
8
10
9
2
10
1
6
7
9
A
D
T
C
A
P
M
I
RISKS ABOVE APPETITE
CURRENT
RISK POSITION
TARGET
RISK POSITION
Lack of integration and fl exi bili ty (I T & O ps)
1
2 Reduc ed c us tomer de mand
Insufficient c ash flow
3
4 Volatility of input costs
5 Access to EU ai rsp ace
6 Disrup tion of I T System s (Cy ber att ack)
7 Lack of sus tainab ilit y i mprove ments
8 Reliance on key supp lie rs
9 Disrup tion withi n our de st inati ons
10 Clima te change i mpacting our busine ss m ode l
RISKS WIT HIN APPETITE
CURRENT RISK POSITION
A Se curit y Heal th & Safety failure
B Breach of regul ator y re qui rem ents
C Manage ment of joint vent ure par tne rshi ps
D Instab ili ty t o a ttract & ret ain tal ent
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
Ris
L
o
w
k S
c
o
re
LIKE LIHOOD
3 9
P R I N C I P A L R I S K S
To keep a manageable overview of the risks reported in the process, and to understand the changes in
our risk landscape, we map individual risk into a cluster of similar risks, which we report as principal risks.
Principal risks are subject to the risk appetite assessment and are reported separately in this risk report.
Financial risks – a continued “elevated-low” risk tolerance with regard to financial risks due to volatile prices
of important tourism expenses. With a fundamentally unchanged hedging policy, the hedging ratios for all
input costs in foreign currency and fuel risks continue to be below the target values. We assume that the
hedging ratios will approach the historical ratios again in the medium term.
O V E R S I G H T O V E R 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
Based on the work of the GROC and the Group Risk team, the Executive Board regularly reports to the Audit
Committee of the Supervisory Board on the performance of the risk management system. Additionally, the
Audit Committee receives assurance from Group Audit over a selection of principal risks, processes and
business transformation initiatives most critical to the Group’s continued success.
Our principal risks are aligned to these risk types.
Adapting the risk appetite to the principal risks
In accordance with Section 317 (4) HGB (German Commercial Code), the external auditor of TUI AG has
audited the early detection system for risks, being a part of the Risk Management System. The early detection
system is required by Section 91 (2) AktG (German Stock Corporation Act) and the auditor has to conclude,
if the system can fulfill its duties.
Risk appetite
The Executive Board and Audit Committee, in conjunction with the Group Risk Oversight Committee has
reviewed the Group’s risk appetite. The results of the review indicate the board’s risk appetite across three
risk types:
Operational risks – In the second summer season after pandemic restrictions, significant efforts have and
are still undertaken internally and externally to stabilize the tourism value chain significantly at all levels and
our offers have been close to normalised levels. We have therefore lowered our risk appetite from a medium-
high level in the financial year 2022 to a medium-low level with regards to all operational risks. However,
tourism business has always been vulnerable to unforeseen external events and our business is prepared to
manage such adverse events and our risk appetite is adapted to this: Since we cannot foresee the type or
location of external events and their magnitude of impact to our business, we can – in case events occur –
offer a variety of alternative products for rebooking. Further, we manage the situation on the ground for our
colleagues and our customers already en route using our highly professional crisis management. In the
financial year 2023, wildfires on Southern Europe and an extensive heatwave in the Mediterranean has
caused crisis management procedures.
Compliance risks – a continued low risk tolerance with regard to compliance-related risks, including compliance
with regulatory requirements, the security of information in any form and the prevention of harm to customers,
employees and all other stakeholders.
The principal risks to the Group are either considered to be ’Above’ or ’Within’ risk appetite.
Risks above the appetite are those that either require further mitigation in order to reduce them to an
acceptable position or are heightened by external events beyond our control. We have action plans in place
to increase or strengthen mitigation around each of these risks and reduce the current risk score to the
target level indicated in the heat map diagram.
Risks within the appetite are those that considered to be at an acceptable level. For these, we have controls,
processes and procedures in place as a matter of course that serve to mitigate each risk to either minimize
the likelihood of the event occurring and / or minimise the impact if it does occur. These risks remain on our
risk radar where we regularly monitor the risk, the mitigation and the risk landscape to ensure that the risk
score stays stable and within our risk appetite in each case.
In the heat map diagram, the assessment criteria used are shown on page 38.
If the risk details in the subsequent tables do 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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
4 0
CONTENTS
Principal risks above risk appetite
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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
The Group’s strategy is focused on driving profitable topline growth, based on growth in market share,
customer growth, product growth, sustainability and winning team.
A clearly defined and comprehensive set of strategic initiatives are in place to deliver this, covering five areas:
Markets & Airlines, Holiday Experiences, Central Customer Ecosystem, People and Sustainability.
The Group’s strategy ensures that we are more vertically integrated, which reduces the impact of disruption
by pure digital players. The overall strategy is to drive profitable topline growth whilst reducing our cost
base. This involves the integration of our businesses and the development of core platform capabilities and
technical infrastructure providing flexibility of IT services.
Our focus is on enhancing our operations and customer experience by providing engaging, intuitive and
seamless customer service through the delivery of these projects.
The Group believes that this strategy positions well TUI for growth, and will further strengthen TUI versus the
competition. However, the Group recognizes that there is a risk of ineffective strategic execution, arising from
various factors including:
• Failure to notice and respond to structural shifts in market trends
• Failure to prioritise strategic initiatives with the greatest impact for TUI
• Lack of resource to deliver strategic initiatives
• Inadequate execution of strategic initiatives
The lack of integration and flexibility within our systems and operations, particularly in the Markets & Airline
businesses can impact our competitiveness and our ability to provide a superior customer experience as well
as to deliver on quality and operational efficiency.
• Evaluation of the current and future leisure experiences market landscape, based on analysis of consumer
needs, development of supply, emerging trends, innovation, considerations of sustainability and resource
availability
• Regular updates on and discussion of strategic topics and initiatives at the GEC, Executive Board and
Supervisory Board
• Allocation of resource to strategic initiatives, including product owners, project teams and budget
• Approval of business cases relating to strategic initiatives by the appropriate body (in accordance with the
Group’s Investment Approvals Policy)
• Strategic initiatives and KPIs incorporated into Budget and 3YP process
• 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 and reporting of strategic KPIs in monthly Operating and Financial review ensures
enhanced visibility of the progress of major projects as a matter of routine.
• Centralised management structures to oversee the Markets & Airline businesses.
41
Unchanged risk
Increased risk
Lower risk
New risk
Change of net risk compared to previous year:
Nature of Risk
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
Mitigating Factors
Spending on travel and tourism is discretionary and price sensitive as well as competitive. The economic
outlook remains uncertain. Furthermore, in recent years there has been an emergence of successful
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.
The price increases observed in the year under review had no relevant impact on customer demand.
• 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.
• The traditional package tour is becoming more diverse by combining low-cost flights with currently available
hotels, even at short notice. This also creates new offers, such as city breaks. In the industry we call this
process dynamic packaging. In addition, we also offer individual travel products separately, i. e. accommo-
dation, flights, rental cars, insurance and TUI Musement products which are services ranging from excursions
at the holiday destination to visits to museums in the city.
Adverse climate conditions (heat-waves, droughts, heavy rain) bear the risk that customer demand for
popular holiday destinations, where TUI is active, decline. This could impact our mid-term growth and the
valuation of our hotel assets in these countries.
• Experience shows that many consumers give high priority to their travel spending.
• Leveraging our scale to keep costs down and prices competitive.
• The multitude of source markets, which react to external shocks to varying degrees, can lead to a balancing
effect.
• Promoting the benefits of travelling with a globally operating tour operator to increase customer confidence
and peace of mind.
• With our asset right strategy in our hotels business, we aim a mix of owned, leased or other partnership
arrangements to manage the investment into the holiday destinations. This secures capacity and thus
limiting the financial investment.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
4 2
3 . 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.
• The Executive Board has continued to place significant focus on the review of the Group’s cash flow
position during and after the COVID-19 crisis period.
• The strong demand for holidays has brought operations back to pre-pandemic levels in FY23 and thus
contributed towards improving the cash position.
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.
• With the positive cash flow in 2023 and, the financing measures implemented in the year under review
(capital increase in April 2023 and RCF prolongation in May 2023 net of government handbacks), 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 operating cash flows to meet its
payment obligations and to continue as a going concern.
• Our focus on holiday experiences is helping to reduce the seasonality risk, as hotels, cruises and desti-
nation 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. As of 30 September 2023,
TUI successfully complied with the financial covenants.
Please refer to the Viability Statement on page 52 for further details on the measures taken this year.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
4 3
Nature of RiskMitigating Factors 4 . V O L AT I L I T Y O F I N P U T C O S T S
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 the volatility of exchange rates, fuel prices and other input costs
adequately, then this could result in increased costs and lead to margin erosion, impacting on our ability to
achieve profit targets. Although we are still not back to prepandemic levels of hedging lines, we have signifi-
cantly improved our positions against future volatilities for the upcoming winter and summer seasons.
• Maintaining an appropriate hedging policy to ensure that 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 competitive pressures
if necessary.
• Tracking the foreign exchange and fuel markets to ensure the most up-to-date market intelligence and the
ongoing appropriateness of our hedging policies.
• Expressing our key profit growth target in constant currency terms so that short term performance can
be assessed without the distortion caused by exchange rate fluctuations.
Further information on currency and fuel hedges can be found in the Notes to the consolidated financial statements in the
Financial instruments section.
Furthermore, changes in macroeconomic conditions, such as those that were experienced as a result of the
pandemic and other geopolitical events, like the war on Ukraine, can have an impact on fuel rates and
exchange rates which, particularly for the £ / € rate has a direct impact on the translation of non-euro market
results into euros, the reporting currency of our Group. The increase in inflationary pressures has led to
central banks increasing interest rates. Initially, the aggressive raising of US interest rates by the US Federal
Reserve vs. a slower pace of monetary tightening by other central banks, most notably the ECB, increased
interest rate differentials and caused the US dollar to strengthen against other currencies such as the Euro
and British Pound. Central banks are now expected to be nearing the peak of their interest rate hiking cycle,
as inflation has generally been falling, but at a slower pace than many had anticipated. Whilst the US Federal
Reserve was (and still is) expected to be amongst the first to cut rates, the resilience of the US economy
means that US rates are expected to remain higher for longer. It is also the case that interest rates are likely
to stay higher for longer in the Euro Zone and the UK, but after a period of US dollar weakening against both
Euro and the British Pound, the resilience of the US economy has not yet seen the pivot to a weaker US dollar
to the extent that many market commentators have been predicting. Where the Group has unhedged expo-
sures, any strengthening of the US dollar will have an adverse impact on input costs denominated in US dollars.
Conversely any weakening of the US dollar will have a beneficial impact on input costs denominated in
US dollars.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
4 4
Nature of RiskMitigating Factors 5 . A C C E S S TO E U A I R S PA C E
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 impacted by Brexit include the status of our UK employees working in the EU and vice versa and
potential customer visa requirements for holidays from the UK to the EU.
6 . 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 digitalisation, our supply chain, emerging technologies such as
generative AI, growing global cyber-crime activity, Russia-Ukraine conflict and more regulation (e. g. EU
GDPR). Our consolidation under the TUI brand and increasing dependence on digital sales and customer care
increases our exposure and the potential worst-case impact of a successful cyber-attack.
If we do not ensure we have the appropriate level of security controls in place across the Group, this could
have a significant negative impact on our key stakeholders, associated reputational damage and potential for
financial implications.
• Dedicated workstreams to coordinate suitable mitigation strategies where the UK exit from the European
Union has impacted on our operations, particularly the airlines.
• Regular engagement and lobbying towards relevant UK and EU decision makers to stress the continued
importance of a liberalised and less regulated aviation market across Europe to allow access to investment
capital and to protect consumer choice in both regions.
• Continued commitment from the Executive Board in support of key initiatives to ensure existing and
future IT systems are secure by design, protected against denial of service attacks that could impact
system availability, exposure to vulnerability is managed and user access is monitored. We consider security
first in everything we do.
• TUI’s Information Security Management System ensures a coordinated, standards based, proactive
approach to the identification and management of information security risk across the Group.
• We keep people safe in the digital world. Our colleagues are made aware of information security risks
through appropriate training and awareness campaigns. TUI are investing in modern authentication and
protecting the digital identities of our customers and colleagues.
• Security is integrated into our software development and release processes.
• Our security risk assessment methodology, controls, policy, and guidelines have been updated to include
provisions for the assessment and secure use of Generative AI.
• We continue to increase the maturity and coverage of our Security Operations Centre and platform to
anticipate, detect and respond to cyber-attacks and information security incidents.
• Continuous improvement through lessons learned from real or simulated cyber incidents.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
4 5
Nature of RiskMitigating Factors 7 . 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.
• The TUI Sustainability Agenda purpose is to set and drive industry standards, ambitious goals and develop
transformation roadmaps for all parts of the business.
• This means to actively engage colleagues, partners and customers, bringing sustainability to life in a
tangible and emotional way.
Our focus is to reduce the environmental impact of our operations and promote responsible social policies
and outcomes both directly through our own business and indirectly via our influence over our supply chain
partners, thereby driving the sustainable transformation of the tourism industry.
There is a risk that we are not successful in driving social and environmental improvements across our oper-
ations, that our suppliers do not uphold our corporate and social responsibility standards and we fail to
influence destinations to manage tourism more sustainably.
• The Group Sustainability department sets clear goals, priorities, and the framework to deliver the
Sustainability Agenda.
• Operating one of the most carbon efficient airlines in Europe with continued investment in new, more
efficient aircraft and cruise ships.
• Our ambition is to achieve net-zero emissions across our operations and supply chain by 2050 at the latest.
• Science-based targets have been set for our airline, hotel and cruise operations by 2030, validated by the
Science Based Targets initiative (SBTi).
• Development and implementation of emission reduction roadmaps for airlines, cruises and hotels to
significantly reduce emissions.
If we do not maximise our positive impact on destinations and minimise the negative impact to the extent
that our stakeholders expect, this could result in a decline in stakeholder confidence, reputational damage
and reduction in demand for our products and services.
• Adhering to increasingly supply chain focused regulations (e. g. German Supply Chain Act, EU Supply chain
due diligence regulation 2025) rolling out new processes and structure with a strong focus on procurement.
• Implemented an environmental management system with all TUI airlines having achieved ISO 14001
certification.
• Driving up social and environmental standards through accommodation suppliers achieving certifications
recognised by the Global Sustainable Tourism Council (GSTC) and applying the GSTC Criteria to TUI experiences.
• Enabling customers to make more sustainable holiday choices by launching our Green & Fair label.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
4 6
Nature of RiskMitigating Factors 8 . 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.
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.
• Using reputable and financially stable suppliers, particularly in areas where a single supplier is used to
provide a service.
• Regular monitoring of supplier performance against agreed terms and conditions
• Strong working relationships with all key suppliers
• Owned and joint venture partner hotels form a substantial part of our program which reduces our inherent
risk in this area.
• A robust prepayment authorisation process is established and embedded to both limit the level of
prepayments made and ensure that they are only paid to trusted, credit-worthy counterparties.
• Prepayments are monitored on a timely and sufficiently granular basis to manage our financial exposure
to justifiable levels.
• Developing adequate controls around key suppliers operative ability. In service meetings, for example, we
discuss current challenges with suppliers even more closely, so that we are also in a position to react
operationally ourselves.
9 . 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 package holiday and leisure experiences are exposed to the inherent risk of external events
in operational areas. This can include natural disasters such as wild fires in Greece or hurricanes in the
Caribbean, outbreaks of disease, such as the COVID-19 pandemic, political instability or wars close to our
destinations, such as in the Middle East, with an impact on our destinations in Egypt or Turkey, as well as
terrorist events such as the tragic incident in Tunisia in 2015.
• Within our Group Security, Health and Safety (SHS) centre of excellence we have a centralised Crisis
Management Planning and Coordination function, providing centralised frameworks, personnel reporting
structures, incident management systems and crisis communications plans for use in the local delivery of
any response.
• Our well-established crisis management procedures and emergency response and business continuity
There is the risk that if such an event occurs, impacting one or more of our destinations that we could
potentially suffer operational disruption and increased costs. We may be required to repatriate our
customers and / or need to provide additional support and / or the event could lead to a significant decline
in demand to the affected destinations over an extended period.
plans are activated when an event of this nature occurs and focus on the welfare of our customers.
• Due to our presence in key holiday destinations, in the event of a local event occurring, we can offer
alternative options to our customers and remix our destination portfolio away from the affected area in
future seasons if necessary.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
4 7
Nature of RiskMitigating Factors 1 0 . C L I M AT E C H A N G E I M PA C T I N G O U R B U S I N E S S M O D E L
Climate change is a complex issue and there is significant uncertainty surrounding the climate system, as well
as how the world will respond to mitigate the effects of climate change. However, physicals effects are
already being felt today and are predicted to worsen, and we’re seeing increasing climate action.
Increased costs due to the introduction of new, or extension of existing, carbon pricing mechanisms (including
pass-through of higher costs by suppliers), and new energy and emissions regulations
Increasing regulations and restrictions targeting the airline and cruise industry, leading to reduced revenue
and / or stranded assets
Costly or unavailable future fuels and technologies resulting in higher costs, or preventing further decarboni-
sation and compliance with regulations
Decline of travellers due to shifts in consumer preferences and behaviour, and increasing negative public
sentiment towards travel, resulting in loss of revenue
Decline of overall customer demand as the price for our products will increase to reflect higher capital
expenditures and operational expenses to offer carbon low products
Difficulties in obtaining access to financing and increasing cost of capital due to the inability to reduce emissions
in line with market expectations
• TUI is committed to decarbonising its business, and has set ambitious near-term science-based emissions
reduction targets with the SBTi.
• To achieve these, TUI airlines procures state-of-the-art aircraft, implements operational efficiencies
( including route optimisation), and will increase the use of SAF. TUI already has cooperation agreements
in place to promote the production and supply of SAF.
• TUI Cruises invests in energy efficiency at ship operations, fuel-saving route optimisation, shore power in
ports and alternative fuels, such as sustainable biofuels, bio-LNG and green methanol. The three newbuilds
coming into the fleet by 2026 will not use heavy fuel oil. Mein Schiff 7 will enter service in 2024 and will run
on lower-emission marine diesel and be equipped with catalytic converters and a shore power connection.
In addition, the ship will also be able to run on green methanol in the future. In 2024 and 2026, two ships
will follow, which will be operated with LNG. LNG serves as a bridge technology until bio-LNG is available,
which will be produced either from biogenic sources or synthetically from renewable energy.
• TUI Hotels & Resorts is focused on renewable energy and resource-saving operational practices to reduce
hotel emissions as far as possible.
• Managing both market and reputational risks depends on the successful implementation of our emissions
reduction initiatives. Accordingly, we have roadmaps in place to deliver on our science-based targets.
• Whilst the cost for flights is very likely to increase, all markets participants have to roll-over this “green
inflation”. With our state-of-the-art efficient fleet, it is likely that our cost increase is competitive. Further,
the share of extra cost from low-carbon flying is lower in a package and hence we believe that we can
effectively transfer cost additions.
• TUI has set science-based emissions reduction targets for 2030 and a net zero target for 2050. TUI
continues to notice a wide range of financiers due to TUI Group’s financial performance and is continuing
to develop relationships with new sources of finance and monitor development of the market. TUI is in a
continuing education process with lessors and the financial community to maintain confidence in the
strategy.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
4 8
Nature of RiskMitigating Factors Physical damage to assets and business disruption due to extreme weather-related events
• This risk is managed at the asset-level.
• We manage the overarching risk through insurance and a large and regional spread hotels & resorts portfolio,
diversifiying the risk of asset impairment.
• We hold relatively short-duration lease contracts, enabling flexibility in case of changes in insurability.
Extreme weather events disrupting transport hubs, resulting in delays and cancellations, and increased costs
• The risk of airport disruption was found to be low in the physical risk analysis. Nonetheless, TUI works closely
Physical damage to assets and business disruption due to longer-term shifts in climate patterns
with airports in case of disruption and will continue to evaluate the risk profile of its material airports.
• Whilst docking is already considered a resilient activity, the risk is further mitigated by the flexibility to
adjust cruise itineraries.
• Whilst the scenario analysis indicate higher probability of extreme weather events, none of the locations
where our hotels & resorts are located is vulnerable to a rising sea level during the time frame of our
climate scenario analysis.
• This risk is managed with insurance and TUI Hotels & Resorts’ renewable energy strategy.
Changing weather patterns decreasing suitability for tourism and / or making source markets more attractive,
impacting tourism demand
• Climate-related factors are considered in the expansion of TUI’s Hotels & Resorts business segment.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
4 9
Nature of RiskMitigating Factors CONTENTS
Principal Risks within appetite
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Nature of Risk
Mitigating Factors
A . S E C U R I T Y H E A LT H & S A F E T Y FA I L U R E
The safety and security of customers and colleagues is of paramount importance to any holiday and travel
service provider.
• The established Group Security, Health & Safety (Group SHS) centre of excellence oversees safety and
security risk management activities, delivering alignment and consistency across the TUI Group.
There is the risk of accidents, incidents or events occurring causing illness, injury or death to customers or
colleagues whilst on a TUI holiday or whilst using a TUI operated / provided activity or service.
• Group SHS operational responsibilities include TUI Tour Operations, TUI Hotels & Resorts and TUI Musement
(including Intercruises). Operational safety and security risk management activities for Airline and Cruise
operations are managed from within the respective business units.
• Data-led, risk-based Safety and Security Risk Management systems are in place and are subject to continuous
In addition to the harm caused the affected individual(s), this could result in disruption to operational activities,
reputational damage to the business and / or financial liabilities through loss of earnings, lack of demand
and / or legal claims being brought by the affected parties.
review / improvement.
• Safety and Security Risk Management clauses are included in supplier contracts.
• Appropriate insurance policies are in place to mitigate any financial losses.
B . 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 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.
• Communication and strong tone from the top concerning compliance with laws and regulations.
• Risk based compliance management systems managing the most relevant legal areas for the Group.
• Regular reporting of Integrity and Compliance Director in different bodies (Group Executive Committee,
Audit Committee, Group Works Council) in order to guarantee appropriate monitoring, supervision and
implementation of action plans and to strengthen the Integrity & Compliance culture across the Group.
• Embedded legal expertise in all major businesses responsible for maintaining high quality relationships
with the relevant regulators and authorities.
• Ongoing implementation and review of Compliance Management System conducted by the Group Integrity
& Compliance department to monitor compliance with regulations and provide expert advice to local
teams on specific compliance areas.
5 0
Unchanged risk
Increased risk
Lower risk
New risk
Change of net risk compared to previous year:
C . 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 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 and, in case of consolidation at equity, to
strengthen the balance sheet position in line with our less capital intensive ‘asset-right’ strategy (e. g. the trans-
action completed with Riu). There are three significant partnerships within the Group: Pep Toni Hotels S. A.,
TUI Cruises GmbH and Midnight International Holdings Limited.
For details on our strategy refer to page 24.
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.
D . 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.
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.
The risk has stabilised and reduced to prepandemic levels but we continue to monitor closely to ensure that
we retain our key talent through development initiatives, whilst launching a new tool to measure our Employee
Experience and supports all of the activities around our new Employee Value Proposition.
• Good working relationships exist with all of our main partners and they are fully aligned with and committed
to the growth strategy of the Group.
• Support retention by refreshing our Performance Management processes, aligning our development
opportunities to the business needs and communicating all internal vacancies to our employees.
• Promoting a working from anywhere culture, allows us to attract and retain a wider pool of talent that
does not require to be located close to our base offices.
• Build and develop internal talent pools of our high potential employees ensuring that they are diverse and
inclusive.
• A strategically aligned leadership programme for high performing management at all levels and the creation
of strong management development programme for all people managers
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
51
Nature of RiskMitigating Factors CONTENTS
Viability Statement
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
5 2
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 October 2023 and covers the period until
30 September 2026. 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 have had a continuous negative impact on the Group’s
earnings and liquidity development since the end of March 2020. Following the successive lifting of the
measures to restrict contact and travel in most countries, business has been mainly resumed in all segments
in the course of the first half year of the 2022 calendar year.
To cover the resulting liquidity needs, the Group has carried out various financing measures in the financial
years 2020 to 2022, which, in addition to three capital increases, the use of the banking and capital markets
and cash inflows from the sale of assets, also include financing measures from the Federal Republic of
Germany in the form of a KfW credit line initially totalling € 2.85 bn, an option bond from the German
Economic Stabilisation Fund (WSF) totalling € 150 m and two silent participations from the WSF initially
totalling € 1.091 bn.
In financial year 2022, TUI reduced KfW’s credit line to € 2.1 bn in various steps. In addition, 913 of the
1,500 bonds with warrants issued to WSF were redeemed and the Silent Participation II of the WSF of
€ 671.0 m was repaid in full ahead of schedule.
The financing measures are described in detail in the annual reports for the past three financial years.
On 13 December 2022, TUI has concluded a new agreement with the WSF on the repayment of stabilization
measures (“Repayment Agreement”). This agreement regulates the intended complete termination of the
stabilization measures granted by the WSF by means of a right of the Company (i) to repayment of the con-
tribution made by the WSF as a silent partner in January 2021 in the nominal amount of then € 420 m
(“ Silent Participation I”) and (ii) to repurchase the warrant-linked bond 2020 / 2026 (“Warrant Bond”) issued
by the Company to WSF in the remaining amount of € 58.7 m as well as the 58,674,899 option rights
(“ Warrants”) originally attached to the warrant bond. In addition, the Repayment Agreement regulates the
implementation of capital measures for the purpose of refinancing the aforementioned measures.
In February 2023, TUI AG implemented the ten-for-one reverse stock split previously resolved by the 2023
AGM in accordance with the provisions of the Economic Stabilisation Acceleration Act. As a result, the
Company’s share capital declined from € 1.785 bn to around € 179 m. The corresponding reduction amount
of around € 1.606 bn was transferred to the company’s capital reserves.
In accordance with the repayment agreement with the WSF, the Executive Board of TUI AG resolved a capital
increase with subscription rights of € 1.8 bn with the approval of the Supervisory Board on 24 March 2023.
For the fully subscribed capital increase, 328,910,448 new shares were offered at a subscription ratio of 8:3
and a subscription price of € 5.55. The subscription period for the new shares ended on 17 April 2023.
Following receipt of the proceeds from the capital increase on 24 April 2023, Silent Participation I and the
around 56.8 m warrants held by the WSF as well as the outstanding 587 of the 2020 / 2026 bonds with
warrants were fully redeemed on 27 April 2023. For Silent Participation I and the 2023 coupon payable on it,
a redemption price of € 651.6 m was paid. € 30.8 m were used for the repurchase of the warrants and further
€ 61.9 m for the early redemption of the 587 bonds with a nominal value of € 58.7 m, including accrued interest
of € 3.2 m.
At the same time, the early repayment penalty for Silent Participation II of € 5.7 m, agreed with the WSF in
April 2022, became due. TUI has thus terminated and repaid all stabilisation measures of the WSF.
Moreover, TUI AG reduced the volume of the KfW credit facility from € 2.1 bn to € 1.05 bn following completion
of the capital increase.
The capital increase completed in April 2023 and the subsequent substantial reduction in government
financing will enable a significant improvement in the TUI Group’s credit ratios and reduce current interest
costs, allowing TUI to focus on growth and further market recovery.
In May 2023, TUI extended the maturity of the existing credit lines of € 2.7 bn by a further two years. The
syndicated credit line with the 19 banks (€ 1.64 bn), including the credit line with KfW (€ 1.05 bn), together
referred to as the “RCF”, will now mature in July 2026. The RCF of TUI AG is subject to compliance with certain
financial targets (covenants) for debt coverage and interest coverage, the review of which is carried out on
the basis of the last four reported quarters at the end of the financial year or the half-year of a financial year.
As at 30 September 2023, TUI Group’s revolving credit facilities totalled € 2.7 bn, they comprised the following
• € 1.64 bn credit line from 19 private banks (incl. € 190 m guarantee line)
• € 1.05 bn KfW credit line.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
5 3
The KfW credit line, which was reduced to € 1.05 billion after the successful capital increase, is not expected
to be drawn on and serves only as a buffer. The aim is to return this credit line quickly.
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.
The Group’s auditors gain insight into TUI Group’s established control environment and control measures. The
accounting-related audits by the auditor are complemented by an assessment of selected controls. The audit
of the consolidated financial statements by the Group auditor and the audit of the individual financial state-
ments of Group companies included in the consolidated financial statements, in particular, constitute a key
non-process-related monitoring measure in relation to Group accounting.
See chapter Going Concern Reporting in accordance with the UK Corporate Governance Code, page 188.
In the view of the Executive Board, the TUI Group currently has and will continue to have sufficient funds,
resulting both from borrowings and from operating cash flows, to meet its payment obligations and to continue
as a going concern in the foreseeable future. Therefore, as at 30 September 2023, the Board does not identify
any material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern.
The Board does not foresee risks that may jeopardise the Group’s ability to continue as a going concern and
does not believe that compliance with the financial covenants is at risk as at 31 March 2024 and 30 Septem-
ber 2024.
Taking into account the current situation of the Group and the main risks, the Executive Board has a reason-
able expectation that the Group will be able to continue operations and meet the obligations arising within
the three-year period under review.
Key features of the internal control and risk management system in relation to the
(Group) accounting process (sections 289 (4) and 315 (4) of the German Commercial
Code)
In Group accounting, the risk management system, implemented as a component of the internal control system
in the form of an Enterprise Risk Management (ERM) System, also addresses the risk of misstatements in
Group bookkeeping and external reporting. A more detailed explanation of the risk management system is
provided in the section on Risk Governance in the Risk Report.
2 . 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 subsidiaries
of TUI AG through local accounting systems, above all supplied by SAP. When preparing TUI AG’s consolidated
financial statements, the subsidiaries complement their individual financial statements by setting up standard-
ised reporting packages in the Oracle Hyperion Financial Management (HFM) reporting system. HFM is used
as the uniform reporting and consolidation system throughout the Group and hence no additional interfaces
are involved in preparing the consolidated financial statements.
All consolidation processes used to prepare the consolidated financial statements of TUI AG, e. g. capital
consolidation, the consolidation of assets and liabilities and the elimination of expenses and income and at
equity measurement, are generated and fully documented in HFM. Virtually all elements of TUI AG’s consoli-
dated financial statements, including the disclosures in the Notes, are developed from and validated by the
HFM consolidation system. HFM also provides various modules for evaluation purposes in order to present
complementary information to explain TUI AG’s consolidated financial statements.
1 . C O N C E P T U A L F R A M E W O R K A N D G O V E R N A N C E
The internationally recognised framework created by COSO (Committee of Sponsoring Organizations of
the Treadway Commission) forms the conceptual basis for TUI Group’s accounting-related internal control
system.
The HFM reporting and consolidation system has an in-built workflow process whereby, when the reporting
companies capture their data packages within the system, they are then locked out from making any further
changes to that data. This ensures data integrity within the system. This workflow process has been checked
and validated by the TUI AG Group Audit department on several occasions since the system was introduced.
On the basis of section 107 (3) of the German Stock Corporation Act, the Audit Committee of the Super-
visory Board of TUI AG reviews the auditing of the annual financial statements, monitoring the accounting
process and the effectiveness of the internal control and risk management systems. The reliability of
financial reporting and the monitoring of the financial accounting process as well as the effectiveness of
the internal control and risk management systems are described in the Audit Committee Report. This also
takes account of the effectiveness of the accounting-related internal control and risk management system.
Audit Committee Report, see page 19.
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.
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
transactions, 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 out-
sourcing and transfer of accounting-specific tasks to service companies may also give rise to specific risks.
CONTENTS
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 )
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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 Groupwide restructur-
ing or changes in sector business operations rapidly and appropriately in (Group) accounting. They also
ensure, for instance, that bookkeeping transactions are correctly recognised in the period in which they
occur in the event of changes in the IT systems used by the accounting departments of Group companies.
The internal control system likewise ensures that changes in the TUI Group’s economic or legal environment
are mapped and that new or amended accounting standards are correctly applied.
To safeguard financial processes, there is a Group-wide framework under which all major companies included
in the consolidated financial statements as fully consolidated companies are required to report the nature of
their controls and their implementation for financial reporting, fraud prevention and detection and effective-
ness of working capital management in relation to defined risks from financial processes to the Group Risk
& Controls function with system support and to assess their effectiveness on a quarterly basis. The Group
Risk & Controls function reviews these reports on a sample basis and provides advice on how to improve
efficiency and effectiveness. Where financial processes are carried out in the Group’s own Shared Service
Center, this function provides support for the further development of the process and control framework.
Based on the feedback received, Internal Audit selects companies for an in-depth review of the control
measures in accordance with its own risk assessment.
The TUI Group’s accounting policies together with the International Financial Reporting Standards (IFRS) in
compliance with EU legislation, govern the uniform accounting and measurement principles for the German
and foreign companies included in TUI’s consolidated financial statements. They include general accounting
principles and methods, policies concerning the statement of financial position, income statement, notes,
management report and cash flow statement.
The TUI Group’s accounting policies also govern specific formal requirements for the consolidated financial
statements. Besides defining the group of consolidated companies, they include detailed guidance on the
reporting of financial information by those companies via the group reporting system HFM on a monthly,
quarterly and year end basis. TUI’s accounting policies also include, for instance, specific instructions on the
initiating, reconciling, accounting for and settlement of transactions between group companies or determi-
nation of the fair value of certain assets, especially goodwill. At Group level, specific controls to ensure
proper and reliable (Group) accounting include the analysis and, where necessary, correction of the individual
financial statements submitted by the Group companies, taking account of the reports prepared by the
auditors and meetings to discuss the financial statements which involve both the auditors and local manage-
ment. Any further content that requires adjusting can be isolated and processed downstream. The control
mechanisms already established in the HFM consolidation system minimise the risk of processing erroneous
financial statements. Certain parameters are determined at Group level and have to be applied by Group
companies. This includes parameters applicable to the measurement of pension provisions or other provisions
and the interest rates to be applied when cash flow models are used to calculate the fair value of certain
assets. The central implementation of impairment tests for goodwill recognised in the financial statements
secures the application of uniform and standardized evaluation criteria.
5 . 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.
5 4
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
5 5
Overall Assessment by the Executive Board
and Report on expected Developments
Actual business performance 2023 compared with our guidance
Overall, the operating and financial indicators showed a positive year-on-year development, as expected in
our guidance.
In the period under review, revenue by TUI Group rose from € 16.5 bn to € 20.7 bn. The year-on-year growth
of 25.8 % at constant currency thus matched the strong increase assumed in our guidance.
Likewise, TUI Group’s underlying EBIT rose by € 568.5 m to an operating profit of € 977.2 m in financial year
2023. This means that we achieved the expected considerable improvement in underlying EBIT.
The net income of € 22.1 m adjusted in the income statement in the period under review were outside the
corridor we had expected, which included net costs of € 60 m to € 80 m. This is due in particular to the
unplanned gain on disposal of € 91 m from the sale of the tour operator business by the equity method
accounted company Sunwing Travel Group Inc., Ontario in the Northern Region segment.
Due to the significant recovery in underlying EBIT, ROIC and EVA also improved considerably in financial year
2023, as expected. In the period under review, TUI Group’s ROIC stood at 19.10 % (previous year 7.49 %).
Taking account of the Group’s weighted cost of capital of 11.76 % (previous year 12.63 %), this resulted in
positive Economic Value Added of € 375.6 m (previous year negative Economic Value Added of € 280.7 m).
In the period under review, the cash outflows from net capital expenditure on property, plant and equipment
and financial investments of € 493.7 m (previous year net outflow of € 315.9 m) were within the expected
range of € 450 m to € 500 m.
Our forecast had expected an almost stable development of the Group’s net debt, excluding the capital increase
carried out in financial year 2023. Against the backdrop of the net cash inflows from the capital increase
implemented in April 2023 and the redemption payments made to the Economic Stabilisation Fund, we had
adjusted our guidance for the Group’s net debt to around € 2.4 bn as at the end of financial year 2023 in our
Half-Year Financial Report. At € 2.1 bn, the Group’s net debt reported as at the end of financial year 2023 was
significantly below the net debt of € 3.4 bn carried at the previous year’s reporting date and slightly below
our updated guidance. The considerable decline reflected in particular the cash inflow from operating activities
of € 1,637.3 m and the cash inflow from the capital increase effected in the period under review of € 1,760.9 m,
less the payment of € 682.4 m made to redeem Silent Participation II to the Economic Stabilisation Fund. The
improvement compared to the adjusted forecast was due in particular to higher cash and cash equivalents
and positive effects from the translation of liabilities denominated in foreign currencies as at the balance
sheet date.
For financial year 2023, we had expected a slight reduction in specific CO2 emissions as against financial
year 2022. In the period under review, relative CO2 emissions of our airlines declined by 3.9 % from 6.36 to
6.11 kg / 100 pkm. The improvement was primarily driven by higher load factors as against 2022 and our fleet
renewal programme, under which older aircraft are replaced with new, more carbon-efficient aircraft.
Projected development of global situation
Projected development of World Output
Var. %
World
Euro zone
Germany
France
UK
US
Russia
Japan
China
India
Source: Projections of International Monetary Fund (IMF ), World Economic Outlook, October 2023
2024
+ 2.9
+ 1.2
+ 0.9
+ 1.3
+ 0.6
+ 1.5
+ 1.1
+ 1.0
+ 4.2
+ 6.3
2023
+ 3.0
+ 0.7
– 0.5
+ 1.0
+ 0.5
+ 2.1
+ 2.2
+ 2.0
+ 5.0
+ 6.3
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
Despite signs of economic resilience in calendar year 2023 and progress in reducing headline inflation, eco-
nomic activities are still generally falling short of pre-pandemic projections, especially in emerging market
and developing economies, amid widening growth divergences across regions. Several forces are holding
back the recovery. Some reflect the long-term consequences of the pandemic, Russia’s war in Ukraine, and
cyclical factors including the effects of monetary policy tightening necessary to reduce inflation. A central
driver of the recent fall in headline inflation is declining international commodity prices (IMF, World Economic
Outlook, October 2023).
Following a strong rebound in calendar year 2022, international tourism could climb close to pre-pandemic
levels in 2023, driven by strong pent-up demand and the lifting of travel restrictions. Experts expect inter-
national arrivals in Europe to come close to their pre-pandemic levels after reaching 80 % in the previous
year. Complete recovery of tourism remains subject to certain risks affecting global travel flows, like a potential
economic slowdown in some regions, the loss of purchasing power amid high inflation and rapid interest
hikes (UNWTO, World Tourism Barometer, September 2023).
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 major source markets in which we operate with our hotel, cruise and tour operator brands. Our budget
is based on IMF’s assumptions about the future development of the global economy and takes its guidance
from UNWTO’s long-term forecast.
Expected development of Group earnings
Key performance indicators used for regular value analysis are Return On Invested Capital (ROIC) and
Economic Value Added. ROIC for a given segment is compared with the segment-specific cost of capital.
For the financial year 2024 it is expected that customer volumes will reach 2019 levels. In the course of the
financial year 2023 TUI improved its financial position due to the recovery of its business, the capital increase
and the prolongation of the credit facilities. Accordingly TUI has now far more options to hedge against
changes in fuel prices or exchange rates. The further digitalisation of our business and the expansion of
existing and new business areas are expected to take effect. Below we describe the key assumptions under-
lying the medium-term business planning in the segments.
In its business plan, Hotels & Resorts expects to deliver further earnings growth due to capacity expansion,
demand growth and increases in average selling prices.
For the Cruises segment further recovery of results in the financial year 2024 is expected as the winter season
of the financial year 2023 was still affected by the comparative late recovery of demand in 2022. Furthermore,
results will increase in financial year 2024 due to the expansion of the fleets of Marella and TUI Cruises. In
Summer 2023 Marella took over one cruise ship from TUI Cruises. This ship will be operated all-season
beginning with the financial year 2024. TUI Cruises will launch a new ship in Summer 2024. However, the results
will be negatively impacted by new imposed regulatory measures with the aim to reduce climate-damaging
emissions. For example the EU emission trading system will be introduced stepwise in the cruise sector
beginning with 2024.
The future development of TUI Musement depends in part on the development of customer numbers in
Markets & Airlines. TUI Musement will also generate growth through the sale of tours, activities and tickets
due to the expansion of its own / direct distribution via the internet and the app.
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, the US dollar and the Swedish krona. Taking account of the seasonality in tourism, the value of these
currencies against the euro in the course of the year therefore exerts a major impact on the financial indicators
displayed in TUI AG’s consolidated financial statements.
In Markets & Airlines, beginning with the financial year 2024 it is expected that customer numbers will reach
2019 levels. Wider use of online distribution, the provision of dynamic production capacities for flights and
accommodation and the investments in digitalisation are expected to further improve the results. In addition,
TUI has now by far more options to hedge against changes in fuel prices and in exchange rates in comparison
to financial year 2023. Otherwise will the emission trading system of the EU and Great Britain lead to higher
expenses.
Our key financial performance indicators for our earnings position in financial year 2024 are revenue and
underlying EBIT.
Below, we present TUI Group’s expected development in financial year 2024 based on the constant currency
rates for financial year 2023.
Definition of underlying EBIT in Value-oriented Group management on page 31.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
5 6
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Expected development of Group turnover and underlying EBIT
Expected development of financial position
€ million
Revenue
Underlying EBIT
Adjustments
2023
20,666
977
– 22
2024*
To forecast the Group’s financial position in financial year 2024, we have defined the Group’s net capital
expenditure and investments and its net financial position as key performance indicators.
At least 10 % growth
At least 25 % growth
approx. € 25 – 35 m costs
Expected development of Group financial position
* Variance year-on-year assuming constant foreign exchange rates are applied to the result in the current and prior period and within the
framework of the macroeconomic and geopolitical uncertainties currently known, especially around the Middle East.
R E V E N U E
TUI Group revenue totalled € 20.7 bn in the year under review. For financial year 2024, we expect TUI Group’s
revenue to increase by at least 10 % year-on-year.
U N D E R LY I N G E B I T
TUI Group’s underlying EBIT in financial year 2023 amounted to € 977.2 m. For financial year 2024, we expect
TUI Group’s underlying EBIT to improve by at least 25 % year-on-year.
€ million
Net capex and investments
Net debt
* Excluding capital increase Peptoni S. A.
2023
2024
493.7
2,106.2
around € 475 – 525 m*
slight decrease
N E T C A P E X A N D I N V E S T M E N T S
For financial year 2024, we expect net capex and investments in a range of € 475 m to € 525 m.
N E T F I N A N C I A L P O S I T I O N
For financial year 2024, we expect the Group’s net debt to decrease slightly.
A D J U S T M E N T S
For financial year 2024, we expect a net negative effect from adjustments in a range of € 25 m to € 35 m.
For details on objectives and strategies, see page 24 onwards; for details on risks, see Risk Report from page 35 onwards.
Sustainable development
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 strongly year-on-year, depending on how capital costs for TUI Group develop.
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. For financial year 2024, we expect specific CO2 emissions to slightly fall in comparison
with financial year 2023.
5 7
Overall Executive Board assessment of TUI Group’s current situation and expected
development
At the date of preparation of the Management Report (4 December 2023), the Executive Board assumes that
costumer volumes in 2024 will reach 2019 levels. Furthermore, in the course of the financial year 2023 TUI
improved its financial position due to the recovery of its business, the capital increase and the prolongation
of the RCF. Accordingly TUI has now far more options to hedge against changes in fuel prices or exchange
rates. The further digitalisation of our business and the expansion of existing and new business areas are
expected to take effect.
For financial year 2024, we therefore expect TUI Group’s underlying EBIT to improve by at least 25 % year-
on-year on a constant currency basis.
CONTENTS
Outlook for TUI AG
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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.
Opportunity Report
TUI Group’s opportunity management follows the Group strategy. Responsibility for systematically identifying
and taking up opportunities rests with the operational management of the Hotels & Resorts, Cruises and TUI
Musement segments as well as our source markets. Market scenarios and critical success factors for the
individual sectors are analysed and assessed in the framework of the Group-wide planning and control process.
The core task of the Group’s Executive Board is to secure profitable growth for TUI Group again by optimising
the shareholding portfolio and developing the Group structure over the long term.
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
In particular, a decline in fuel costs as well as a lower general price increase would have a positive impact on
the TUI Group and its segments in financial year 2024.
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 accelerating the Group’s transformation into a digital platform business. We will
expand hotel-only and flight-only products and broaden our dynamic packaging opportunities. We will
prioritise the planned transformation of our digital platform in the TUI Musement segment.
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.
C L I M AT E - R E L AT E D O P P O R T U N I T I E S
As short to medium term opportunities, we identified more efficient aircraft and cruise ships as well as a
shift to renewable energy sources at hotels & resorts as a way to reduce operating costs in connection with
CO2 emissions. We further see an opportunity to offer lower-emission air travel, cruise travel and hotel stays
as a way to improve our competitive position. Providing alternative modes of transport including a move to
high-speed rail is also seen as an opportunity for our business. We are examining how we can utilise these
opportunities.
The summer season 2023 in Turkey and Greece for selected destinations has been expanded which has
been well received by our customers. In the long term, we expect to see this more frequently and in more
destinations following a shift in consumer preferences from peak seasons where heat waves may be imminent
to shoulder seasons where the weather is still very favourable for travel. In addition, our business model is
flexible to offer new destinations based on changing weather conditions, e. g. more travel to destinations
around the Baltic Sea. We continue to monitor these trends and embed them into our strategic and operational
planning.
5 8
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
Business Review
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
2023*
+ 3.0
+ 0.7
– 0.5
+ 1.0
+ 0.5
+ 2.1
+ 2.2
+ 2.0
+ 5.0
+ 6.3
2022
+ 3.5
+ 3.3
+ 1.8
+ 2.5
+ 4.1
+ 2.1
– 2.1
+ 1.0
+ 3.0
+ 7.2
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. Changes in commodity prices above all affect TUI Group when procuring
fuels such as aircraft fuel and bunker oil. In Tourism, risks relating to changes in exchange rates and price
risks from fuel sourcing are partly hedged by derivatives.
Information on hedging strategies and risk management as well as financial transactions and the scope of
such transactions at the balance sheet date is provided in the sections Financial position and Risk report in
the Management Report and the section Financial instruments in the Notes to the consolidated financial
statements.
Financial position from page 74, Risk report from page 35, and Financial instruments in the Notes from page 249.
* Projection
Source: International Monetary Fund (IMF ), World Economic Outlook, October 2023
Overall, the world economy has grown moderately so far in calendar year 2023. Widespread fears of recession
among the world’s leading economies in the wake of monetary policy tightening largely look to be fading.
Overall, the global recovery from the COVID-19 pandemic has remained slow and uneven, with major regional
divergences, due to Russia’s invasion of Ukraine and the associated distortions in the energy and food markets.
Economic activity in emerging markets and developing economies, in particular, has fallen substantially short
of its pre-pandemic path (IMF, World Economic Outlook, October 2023).
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
5 9
Exchange rate Sterling
£ / €
Oil price
Brent ($ / Barrel)
0.95
0.90
0.85
0.80
140
120
100
80
60
2021 / 2022
2022 / 2023
2021 / 2022
2022 / 2023
Exchange rate US dollar
Industry overview
$ / €
1.20
1.10
1.00
0.90
2021 / 2022
2022 / 2023
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.
As a global leisure experiences provider, the development of the international tourism market has an impact
on all business areas of the Group.
The key indicators used to measure the size of the tourism sector include the number of international tourist
arrivals. According to the United Nations World Tourism Organization (UNWTO), the number of international
tourist arrivals grew by an average of 5 % year-on-year from 2009 to 2019 (UNWTO, World Tourism Barometer,
January 2020). This growth was driven by a number of factors: the relatively stable global economy, a growing
middle class in the emerging economies, technological progress, and an easing of visa requirements.
With the outbreak and the global spread of the COVID-19 pandemic in the first quarter of calendar year
2020, almost all activities in the sector came to a standstill, and as a result, international tourist arrivals
declined significantly. However, as travel restrictions eased and mobility was restored, tourism demand has
rebounded. From January to July 2023, international tourist arrivals reached 84 % of 2019 levels globally,
and 91 % in Europe, with the expectation that volumes will return closer to pre-pandemic levels by the end
of the year (UNWTO, World Tourism Barometer, September 2023). In Summer 2023, TUI Group has seen
volumes in its Markets & Airlines business return almost fully back to 2019 levels.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
6 0
CONTENTS
FINANCIAL YEAR 2023
Change of international tourist arrivals versus 2019 in %
COMBINED MANAGEMENT
REPORT
Var. %
World
Europe
Asia and the Pacific
Americas
Africa
Middle East
2023*
versus 2019
2022
versus 2019
– 16
– 9
– 39
– 13
– 8
+ 20
– 34
– 20
– 72
– 29
– 33
– 5
Source: UNW TO Tourism Dashboard and World Tourism Barometer, September 2023
* 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, packaging and / or related services. Their advantage compared
with direct suppliers is generally related to their distribution and (in the case of tour operators) fulfilment
and service capabilities. Travel intermediaries include tour operators, travel agents, and online travel agencies
(OTAs). These business models vary substantially. All may offer their customers a component product (e. g.
flight, accommodation) or a package product (comprising e. g. flight, hotel and transfers), usually through a
combination of offline (i. e. travel agencies) and online channels (i.e. web and app). Booking preference has
shifted to online over time, a trend which was further accelerated during the pandemic.
In order to secure flight and hotel capacity in advance, a tour operator may enter into a wholesale contract
with the supplier, often involving some form of commitment to a certain amount of capacity at a specified
price. Where the tour operator commits to capacity, they take on the risk of filling it; in return, they can expect
the supplier to offer them a favourable rate and the opportunity to secure accommodation on an exclusive
basis, as well as the ability to yield the capacity. Alternatively, tour operators can dynamically access flight
and hotel supply, either direct with the supplier, or via a bedbank, or via a global distribution system. This
does not involve taking risk, and provides additional choice and flexibility for the customer (for example,
relating to choice of departure airport, time of flights and duration of holiday). OTAs, by contrast, typically
do not commit to taking capacity, nor are they as deeply involved in the fulfilment and service of the holiday.
Their offering to suppliers is a digital distribution platform with broad customer reach, generally without any
exclusivity of offer.
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
61
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. In addition the European industry faced
significant disruption in 2022, in particular due to shortage of staff in critical areas of operations (e. g. ground
handling and airports), driven by delayed ramping up of staff after COVID 19 ramping down and due to
shortages in the labour market. Despite this, air passenger traffic rebounded significantly in 2022, and has
continued its recovery in 2023, with global revenue expected to reach 90 % of 2019 (IATA, Global Outlook for
Air Transport, June 2023).
The airline industry, like many others, has been impacted by higher inflation, in particular in relation to jet
fuel prices, driven up by energy shortages and the war in Ukraine, as well as rising interest rates and labour
shortages. As a result of this, plus demand returning back to 2019 levels, average airfares have increased
(IATA, Global Outlook for Air Transport, June 2023).
Climate change is a further challenge facing the industry. The industry is committed to achieve net zero
emissions by 2050, meaning the current reliance on carbon offsetting will need to end. It is expected that
Sustainable Aviation Fuel (SAF) will become the most important means for the industry to achieve its
reduction targets, however, predicted demand is far in excess of current production (Skift State of Travel 2023,
July 2023).
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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
Given the large number of ownership and operating models for leisure hotels and the fragmented competitive
landscape which, at least in Europe, is not dominated by large hotel chains, the competitive environment
differs greatly between locations. Despite this strong fragmentation, a structural change can be observed in
the European hotel industry, as in nearly all regions in the world. The share held by hotel chains is increasing,
as well as the focus on direct distribution and customer loyalty.
Our brand
Our brand is symbolised by our smiling red logo and stands for our aim to create the moments that make
customers lives richer. Our new vision ‘Excellence in Leisure Experiences’ is about making our ambition clear
to the marketplace. We strive to do this at every point in the customer journey both in the physical and
digital worlds. Our new brand world crystalises this with a clear brand purpose, identity and promise.
Sustainability and emissions reduction is strongly in focus for the hotels sector, with many major brands
committing to emissions reduction targets and other goals including to energy efficiency, water conservation
and waste reduction. Inflation is another key issue for the industry, driven by rising energy costs, higher interest
rates, and labour shortages. Although hotel revenue (based on the major global brands) has been increasing,
driven by the post-pandemic recovery and strong pricing, hotels may need to increase their efficiency in
order to remain competitive (Skift State of Travel 2023, July 2023).
Pre-pandemic, we successfully migrated our local brands to a single global TUI brand. This established TUI
as one of the best-known travel and leisure brands in our core markets in Europe (as measured by brand
awareness and consideration in TUI brand performance tracking, conducted by Metrixlab). As we exited the
pandemic, we sought to build on this success and support our growth ambitions, by broadening the TUI
brand appeal into new customer segments and products.
C R U I S E M A R K E T
From the end of July 2022, nearly the entire global ocean-going cruise fleet was back in operation after the
pandemic-induced suspension of operation. Sector forecasts regarding the pandemic impact and recovery
project passenger volume to exceed the levels recorded in baseline year 2019 by the end of 2023 and recover
in excess of 27 % above 2019 levels by the end of 2026 (CLIA, State of the Cruise Industry 2023).
In calendar year 2022, the largest source markets were North America, Western Europe, Asia and Australia /
New Zealand / Pacific. Based on passenger volume, the most popular destinations within that period were the
Caribbean, Central and Western Mediterranean, Northern Europe, North America and Eastern Mediterranean
(CLIA, State of the Cruise Industry 2023).
Our Live Happy campaign, which launched at the end of 2021, has performed well across all markets and
segments (based on quantitative testing comparing our campaign to external benchmarks). Having built
emotional resonance with the brand through initial campaigns, we have deployed further advertising to drive
reappraisal and sales for our new and exclusive products e. g. Cities and TUI Blue Hotels. Our modular approach
to advertising flexes by channel and segment, across markets and products, through the whole marketing
funnel. To attract future segments, we increasingly look to diversify our media channel mix to reflect media
viewing trends (such as video on demand and social media). Despite tough competition, we remain in the top
spot for brand awareness and consideration, and continue to build and increase resonance based on brand
identification and Net Promoter Score (TUI Brand Pulse Tracking, July 2023).
Similar to the airline and hotel sectors, emissions reduction and the path to net zero is strongly in focus for
the cruise industry. In addition, new regulations are being introduced, with additional International Maritime
Organisation (IMO) rules on carbon intensity and rating system having entered into force at the start of
2023, and the EU Emissions Trading Scheme (ETS) being phased in from 2024.
We have also extended our brand beyond advertising – to all of the touchpoints we have with our customers,
as well as to our people, directing them towards the same overarching goal of creating a sustainable and
consistent customer journey. To do so, we use our customer centricity programme “Makers of Happy”, our
values “Trusted”, “Unique” and “Inspiring” and our new employer brand “Let’s TUI It!”. All of this is intended
to put TUI in a strong position.
E X P E R I E N C E S A N D AT T R A C T I O N S M A R K E T
The market for experiences and attractions is a sizeable and rapidly growing tourism segment (based on TUI
estimates). The market is diverse, complex and highly fragmented on the supplier side, and is predominantly
operated offline. Intermediation and in-destination presence therefore play a key role. However, due to
growing consolidation and digitalisation, the market is undergoing change. Online bookings have increased,
and many operators took the chance during the pandemic to invest in websites, digital marketing and
software. In addition, the growth of OTAs impacts how customers find and book experiences, and has
prompted operators to improve their technology and digital marketing (Phocuswire news, October 2022).
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
6 2
Group Earnings
Comments on the consolidated income statement
In the financial year 2023 TUI left behind the impacts of the COVID-19 pandemic. In the Holiday Experience
division the complete product portfolio could be offered. TUI Group’s business volume was significantly
higher than in financial year 2022, which was still impacted by travel restrictions to contain COVID-19, in
particular in the first half. In aviation business disruptions did not occur unlike in the financial year 2022. The
number of guests reached near pre crisis levels, revenues exceeded pre crisis levels. In contrast the financial
year 2023 was still affected by the general increase in prices, especially for fuel, and by changes in exchange
rates. TUI was insufficiently hedged against these changes due to limited access to relevant hedging instruments.
However, overall all the segments increased their results in comparison to the financial year 2022.
Moreover, TUI Group’s performance is subject to seasonality due to the tourism business being characterised
by the winter and summer travel months. TUI Group’s underlying EBIT improved significantly by € 568.5 m to
€ 977.2 m year-on-year, an improvement of € € 559.3 m on a constant currency basis.
Consolidated Income Statement of TUI AG for the period from 1 Oct 2022 to 30 Sep 2023
€ million
2023
2022
Var. %
Revenue
Cost of sales
Gross profit
Administrative expenses
Other income
Other expenses
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 profit / loss
Group profit / loss attributable to shareholders of TUI AG
Group profit attributable to non-controlling interest
20,665.9
19,052.9
1,613.0
1,015.6
37.6
32.0
18.4
87.6
533.6
407.2
– 5.4
551.2
95.5
455.7
305.8
149.9
16,544.9
15,613.3
931.7
746.3
52.2
1.7
7.3
35.9
509.5
100.7
1.6
– 145.9
66.7
– 212.6
– 277.3
64.6
+ 24.9
+ 22.0
+ 73.1
+ 36.1
– 28.1
n. a.
+ 152.1
+ 144.4
+ 4.7
+ 304.2
n. a.
n. a.
+ 43.1
n. a.
n. a.
+ 132.0
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
6 3
CONTENTS
R E V E N U E A N D C O S T O F S A L E S
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
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)
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
6 4
2023
1,032.5
656.0
770.0
2,458.5
7,722.9
7,329.7
3,142.8
18,195.4
11.9
20,665.9
20,821.5
2022
adjusted
806.2
331.5
578.4
1,716.0
6,320.2
5,787.3
2,712.6
14,820.1
8.8
16,544.9
16,544.9
Var. %
+ 28.1
+ 97.9
+ 33.1
+ 43.3
+ 22.2
+ 26.7
+ 15.9
+ 22.8
+ 35.3
+ 24.9
+ 25.8
In financial year 2023, other expenses result from portion of the goodwill allocated to the segment Northern
Region was disposed with the transfer of the operational business of Sunwing. This portion was determined
as the relative value of the operations of Sunwing disposed of in relation to the retained segment Northern
Region. In the previous year, other expenses included in particular losses from the disposal of aircraft assets.
F I N A N C I A L R E S U LT
The financial result in the 2023 financial year amounted to € – 445.9 m after € – 473.7 m in the previous year.
The increase in financial income mainly resulted from higher interest income of € 76.9 m, up 192.4 % (previous
year € 26.3 m). The increase in financial expenses was mainly due to 6.7 % higher interest expenses of
€ 525.1 m (previous year € 492.1 m), in particular driven by liabilities to banks and lease liabilities, the unwinding
of discount on provisions and the measurement of hedges. On the other hand, lower expenses were incurred
for other interest and similar expenses, largely due to lower interest expenses.
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 € 407.2 m (previous year € 100.7 m) comprises the
proportionate net profit for the year of these companies. The increase by € 306.4 m was in particular driven
by the normalisation of the business. In addition, Sunwing realised a gain of € 110.3 m from the sale of its
operating activities, which increased the share of result of joint ventures and associates.
In financial year 2023, TUI Group’s revenue increased by 24.9 % to € 20.7 bn. On a constant currency basis,
revenue increased by 25.8 %. Revenue is presented alongside the cost of sales in the income statement,
which increased by 22.0 % in the period under review.
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 € 551.2 m, an improvement of € 697.1 m
year-on-year. In the previous year, a loss of € – 145.9 m was recorded.
G R O S S P R O F I T
The difference between revenue and the cost of sales increased as a result of the normalisation of the business
by € 681.3 m year-on-year to a gross profit of € 1,613.0 m.
G R O U P P R O F I T / L O S S
The Group profit for financial year 2023 totalled € 455.7 m, an increase of € 668.3 m year-on-year (previous
year loss of € – 212.6 m).
A D M I N I S T R AT I V E E X P E N S E S
Administrative expenses increased by € 269.3 m year-on-year to € 1,015.6 m (previous year € 746.3 m).
Administrative expenses increased due to the termination of state aid programmes as well as increased
exchange rates.
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 € 305.8 m in financial year 2023
(previous year € – 277.3 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 2023 other income mainly reflects gains from the disposal of aircraft assets and income
from emission certificates. In the previous year, other income included the gain on disposal of Nordhotel S. A.
in October 2022 and also subsequent income relating to the disposal of Riu Hotels S. A. 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 € 149.9 m (previous year
€ 64.6 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
€ 0.80 (previous year € – 1.02) in financial year 2023. Earnings per share for all periods presented were adjusted
for the effect of the capital reduction carried out in February 2023 at a ratio of 10:1 and the effect of the
bonus component of subscription rights issued as part of the capital increase in March 2023.
CONTENTS
Alternative Performance indicators
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The Group’s main financial KPI is underlying EBIT. We define the EBIT in underlying EBIT as earnings before
interest, income taxes and income and expenses for the measurement of the Group’s interest hedges. EBIT
by definition includes goodwill impairments.
Underlying EBIT is adjusted by income and expense items impacting or distorting the assessment of the
operating profitability of the segments and the Group due to their level and frequency. These items include
gains on disposal from investments, major gains and losses from the sale of assets and major restructuring
and integration expenses. In addition, adjustments are carried for all effects from purchase price allocations,
ancillary acquisition costs and conditional purchase price payments. Adjustments made in the reconciliation
to underlying EBIT include goodwill impairments.
Reconciliation to underlying EBIT of TUI Group
€ million
Earnings before income taxes
plus: Net interest expense (excluding expense / income from
measurement of interest hedges)
plus: Expense / less income from measurement of interest hedges
EBIT
Adjustments:
less / plus: Separately disclosed items
plus: Expense from purchase price allocation
Underlying EBIT
2023
551.2
432.6
15.6
999.3
– 45.8
23.7
977.2
2022
Var. %
– 145.9
n. a.
478.9
– 13.0
320.0
58.7
30.1
408.7
– 9.7
n. a.
+ 212.3
n. a.
– 21.3
+ 139.1
TUI Group’s EBIT increased by € 679.4 m to € 999.3 m in financial year 2023.
EBIT
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
TUI Group
2023
2022
adjusted
555.5
236.0
23.9
815.5
151.8
83.6
79.2
314.5
– 130.6
999.3
476.6
0.8
6.4
483.7
– 137.6
47.0
– 29.3
– 119.9
– 43.9
320.0
Var. %
+ 16.6
n. a.
+ 274.9
+ 68.6
n. a.
+ 77.7
n. a.
n. a.
– 197.7
+ 212.3
TUI Group’s operating EBIT adjusted for one-off effects (underlying EBIT) improved by € 568.5 m to € 977.2 m
in financial year 2023.
Underlying EBIT
€ million
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)
2023
549.5
236.0
36.0
821.5
71.5
88.1
81.1
240.6
– 84.8
977.2
968.0
2022
adjusted
480.3
0.8
23.7
504.7
– 101.6
74.6
– 31.5
– 58.6
– 37.4
408.7
408.7
Var. %
+ 14.4
n. a.
+ 51.7
+ 62.8
n. a.
+ 18.1
n. a.
n. a.
– 126.6
+ 139.1
+ 136.8
In financial year 2023, net income were adjusted by € 45.8 m for one-off effects. For details, please refer to
the Notes to the segment data.
For one-off effects, please see page 206.
6 5
Underlying EBITDA
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
TUI Group
2023
2022
adjusted
734.4
301.5
62.9
1,098.7
356.0
184.2
220.4
760.8
– 84.3
1,775.3
651.1
55.4
49.2
755.6
213.2
180.5
109.7
503.5
– 34.5
1,224.6
Var. %
+ 12.8
+ 444.2
+ 27.8
+ 45.4
+ 67.0
+ 2.0
+ 100.9
+ 51.1
– 144.3
+ 45.0
CONTENTS
Other segment indicators
Reconciliation to underlying EBITDA
€ million
EBIT
Amortisation and impairment (+) / reversals (–) of other intangible as-
sets and depreciation and impairment (+) / reversals (–) of property,
plants and equipment and right of use assets
EBITDA
Adjustments
EBITDA (underlying)
2023
999.3
859.1
1,858.5
– 83.2
1,775.3
2022
Var. %
320.0
+ 212.3
883.4
1,203.3
21.3
1,224.6
EBITDA
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
TUI Group
2023
2022
adjusted
740.4
301.5
59.2
1,101.1
447.8
180.8
221.4
850.0
– 92.7
1,858.5
685.3
55.4
39.4
780.0
190.5
158.2
115.3
464.0
– 40.7
1,203.3
– 2.7
+ 54.4
n. a.
+ 45.0
Var. %
+ 8.0
+ 444.2
+ 50.3
+ 41.2
+ 135.1
+ 14.3
+ 92.0
+ 83.2
– 127.8
+ 54.5
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
6 6
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Segmental Performance
Holiday Experiences
Holiday Experiences
€ million
Revenue
Underlying EBIT
Underlying EBIT (at constant currency)
Hotels & Resorts
€ million
Total revenue1
Revenue
Underlying EBIT
Underlying EBIT (at constant currency)
Available bed nights2 (in ’000)
Riu
Robinson
Blue Diamond
Occupancy3 (in %, variance in % points)
Riu
Robinson
Blue Diamond
Average daily rate4 (in €)
Riu
Robinson
Blue Diamond
Revenue includes fully consolidated companies, all other KPIs incl. companies measured at equity.
1 Total revenue includes intra-Group revenue.
2 Number of hotel days open multiplied by beds available (Group owned and leased hotels)
3 Occupied beds divided by available beds (Group owned and leased hotels)
4 Board and lodging revenue divided by occupied bed nights (Group owned and leased hotels)
6 7
2023
2,458.5
821.5
836.7
2022
adjusted
1,716.0
504.7
504.7
Var. %
+ 43.3
+ 62.8
+ 65.8
Our Hotels & Resorts segment with its diversified hotel portfolio of well recognized brands, surpassed the
already strong operational performance in the previous year delivering an underlying EBIT of € 549.5 m, up
€ 69.2 m year-on-year (previous year: € 480.3 m) and above pre-pandemic levels of FY 2019. Results were
driven by an improved operational performance supported in particular by higher occupancies and improved
rates. Popular destinations proved to be Turkey, the Balearics and Greece as well as our year-round destinations
in the Caribbean, the Canaries and Cape Verde.
The number of available bed nights on offer rose by 2.0 % year-on-year as we continued to expand our capacity
in this segment. The average occupancy rate increased across all our brands by a total of 6 %pts to 82 %
(previous year: 76 %). Average daily rate per bed increased by 12.6 % to € 87 (previous year: € 77) and were
well ahead of the pre-pandemic levels, with Riu continuing to drive the strong performance.
2023
2022
adjusted
Var. %
On a brand by brand basis, Riu occupancy increased by 8 % pts to 90 % versus previous year (previous year:
82 %) and average daily rate improved 13.5 % to € 78 (previous year: € 69), with the Group once again delivering
an improved operational performance in particular in the Caribbean market.
1,855.3
1,032.5
549.5
556.8
38,521
13,751
3,749
6,036
82
90
71
83
87
78
106
152
1,499.6
806.2
480.3
480.3
37,761
13,490
3,582
5,432
76
82
66
79
77
69
103
137
+ 23.7
+ 28.1
+ 14.4
+ 15.9
+ 2.0
+ 1.9
+ 4.7
+ 11.1
+ 6
+ 8
+ 5
+ 5
+ 12.6
+ 13.5
+ 2.1
+ 10.9
Robinson achieved an improved result across its portfolio of mainly four- and five star club hotels, supported
by higher occupancy up 5 % pts to 71 % versus previous year (previous year: 66 %) and average daily rate up
2.1 % to € 106 (previous year: € 103).
Blue Diamond occupancy increased by 5 % pts to 83 % versus previous year (previous year: 79 %) and average
daily rates were 10.9 % higher at € 152 (previous year: € 137), benefitting from higher demand to our Caribbean
and Mexican properties.
Our other hotels which include popular brands such as TUI Blue, TUI Magic Life and TUI Suneo, profited from
higher rates and occupancies.
In Hotels & Resorts, product growth is being delivered by expanding our portfolio in new and existing
destinations. In FY23 we added 41 new hotels to our pipeline. This growth is being achieved in accordance
with our asset-right and scalable approach through our joint ventures. During the year we announced plans
to further expand the TUI Blue portfolio, our brand focused on experience orientated lifestyle travellers. The
expansion is driven by international partnerships in which TUI Blue hotels are operated either under manage-
ment contracts or by franchises. In addition, we also announced the creation of a new off-balance sheet joint
venture with Riu. This targets realising unique opportunities to invest into growth, whilst limiting the financial
impact on TUI’s leverage and net investments. The global Hansainvest hotel fund, initiated by TUI, is success-
fully executing its first two hotel investments on Zanzibar and on Cape Verde. Here, TUI is providing hotel
management and investment advisory services to support our asset-light growth development.
Mein Schiff operated their full fleet of six ships during the summer season against seven ships during the
winter season, following the transfer of Mein Schiff Herz to Marella Cruises in spring 2023. In the prior year
the brand had only been able to operate its full fleet of seven ships from April 2022 following the lifting of
the COVID-19 restrictions. The brand offered itineraries to the Canaries, the Caribbean, Central America,
Asia and the Orient during the winter with an offering to the Mediterranean, Northern Europe and the Baltic
Sea during the summer. With the return to normal operations, available passenger cruise days of 6,121 k
were up 8.6 % (previous year: 5,637 k). Occupancy of 95 %, was 26 %pts higher versus previous year (previous
year: 69 %) underlining the higher demand for our German language premium all-inclusive product. Mein
Schiff average daily rate of 171€ was – 4.0 % versus previous year (previous year: € 178) but was virtually in
line with pre-pandemic levels (FY 2019: € 174). Despite higher rates during the summer year-on-year, the
overall lower rates against previous year were driven by the sale of a higher mix of premium cabins in the prior
winter half-year when occupancies and capacity were significantly lower due to a more restricted programme.
Hapag-Lloyd Cruises, our luxury and expeditions brand, provided itineraries to Europe, Asia, the Americas
and around the world with a full fleet of five ships able to operate again within a restriction-free environment.
As a result, average passenger cruise days rose 11.0 % to 589 k (previous year: 531 k). Average daily rate of
€ 735 increased by 12.6 % versus previous year (previous year: € 653) and was well above pre-pandemic
levels of € 641. Occupancy of 72 % rose by 14 %-pts versus previous year (previous year: 58 %) underlining
the higher demand for these cruises.
Marella Cruises, our UK cruise brand, offered itineraries to the Mediterranean, the Canaries, Caribbean and
North America during the year. The business was able to operate a full fleet with Marella Voyager complimenting
the fleet of now five vessels during the summer season. Available passenger cruise days increased by 34.5 %
to 2,789 k (previous year: 2,073 k) as a consequence and were also supported by a return to a full winter
offering after the COVID-19 restrictions in the previous year. The average daily rate was £ 181, up 10.6 %
year-on-year (previous year: £ 164) driven by itineraries to the Mediterranean and the expansion of the fleet.
Occupancy also improved significantly to 96 %, up 26 % pts versus previous year (previous year: 70 %).
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
Cruises
€ million
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
Revenue1
Underlying EBIT
Underlying EBIT (at constant currency)
Available passenger cruise days2 (in ’000)
Mein Schiff
Hapag-Lloyd Cruises
Marella Cruises
Occupancy3 (in %, variance in % points)
Mein Schiff
Hapag-Lloyd Cruises
Marella Cruises
Average daily rate (in €)
Mein Schiff4
Hapag-Lloyd Cruises4
Marella Cruises5 (in £)
2023
656.0
236.0
235.7
6,121
589
2,789
95
72
96
171
735
181
2022
331.5
0.8
0.8
5,637
531
2,073
69
58
70
178
653
164
Var. %
+ 97.9
n. a.
n. a.
+ 8.6
+ 11.0
+ 34.5
+ 26
+ 14
+ 26
– 4.0
+ 12.6
+ 10.6
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
1 No revenue is carried for Mein Schiff and Hapag-Lloyd Cruises as the joint venture TUI Cruises is consolidated at equity.
2 Number of operating days multiplied per berths available on the operated ships. This key figure has changed compared to previous
periods.
3 Achieved passenger cruise days divided by available passenger cruise days
4 Ticket revenue divided by achieved passenger cruise days
5 Revenue (stay on ship inclusive of transfers, flights and hotels due to the integrated nature of Marella Cruises) divided by achieved
passenger cruise days
The Cruises segment comprises the joint venture TUI Cruises in Germany, which operates cruise ships under
the brands Mein Schiff and Hapag-Lloyd Cruises, and Marella Cruises in UK. The segment operated a full
fleet of 16 ships for the vast majority of the financial year against a more limited programme in the previous
financial year, when full operations were only resumed in April 2022 following the COVID-19 restrictions
during the winter months. In Spring 2023 Mein Schiff Herz transferred from TUI Cruises to Marella and after
a period of refurbishment, the newly named Marella Voyager returned to service at the beginning of June
for the summer season.
The segment continued its recovery throughout the year. As a result, underlying EBIT of € 236.0 m was up
€ 235.3 m (previous year: € 0.8 m). All of our three Cruise brands contributed to the positive EBIT development
boosted by increased volumes as well as higher occupancies. Occupancy rates continued to rise throughout
the year ranging between 72 % and 96 % across our Cruises brands (previous year: between 58 % and 70 %),
with rates for many itineraries achieving the peaks last seen in 2019.
6 8
CONTENTS
FINANCIAL YEAR 2023
TUI Musement
COMBINED MANAGEMENT
REPORT
€ million
Total revenue*
Revenue
Underlying EBIT
Underlying EBIT (at constant currency)
* Total revenue includes intragroup revenue.
2023
1,160.9
770.0
36.0
44.3
2022
adjusted
866.7
578.4
23.7
23.7
Our Markets & Airlines business has continued its post COVID-19 recovery across the regions during the year
within the framework of an improved booking environment. The winter half-year results in particular were
impacted by inflationary pressures especially on energy, exchange rate volatility and the negative impact of
valuation effects from ineffective hedge positions. The summer half-year benefitted from the non-repeat of
the significant operational flight disruption costs experienced especially in UK in the previous year, following
the unparalleled industry ramp-up after the COVID-19 pandemic. Results were impacted by € 25 m during
the peak summer season due to the wildfires on Rhodes. Against this background, underlying EBIT for the
segment of € 240.6 m, was up € 299.1 m on previous year (previous year: € – 58.6 m loss), supported by higher
demand for our product offering at significantly higher prices.
Var. %
+ 34.0
+ 33.1
+ 51.7
+ 86.8
TUI Musement, our tours and activities business, offers a wide range of experiences (excursions, activities
and tickets), transfers and tours (multi-day tours) to both popular city and sun & beach destinations. The
digitalisation initiatives and the development of own differentiated products is well on track and continues
to drive growth.
The business achieved an underlying EBIT of € 36.0 m, a notable increase of € 12.3 m compared to the previous
year (previous year: € 23.7 m). This improvement was driven by the growth of the B2C experiences offering,
increased B2B partnerships and higher transfer volumes from our Markets & Airlines business.
As a result, TUI Musement reported 28.2 m tour operator guest transfers, a 17 % year-on-year increase
(previous year: 24.0 m). Additionally, the business sold 9.4 m experiences across its global destinations, marking
a 34 % growth from the previous year (previous year: 7.0 m).
A total of 19,010 k customers departed for their holidays during the financial year, up 13.3 % year-on-year
(previous year: 16,780 k) with demand higher across all our source markets. Bookings taken for both the
summer season and especially the winter season were well ahead of previous year.
Traditional short- and medium-haul destinations such as the Canaries and Egypt were again popular amongst
customers during the winter season, whilst mainland Spain, Greece, Turkey, the Balearics and the Canaries
were well sought after in the summer season. Also, destinations such as Mexico and the Dominican Republic
proved to be in good demand throughout the financial year.
A key focus in the transformation of the segment is the strengthening and leveraging of our capabilities and
market positions with growth delivered from new products and new customers, based on scalable common
platforms. During the year we rolled-out our group-wide platforms for accommodation-only, flight-only and
dynamic packaging to more markets and we are continuing to develop and enhance the capabilities of these
platforms.
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 (in ’000)
1 Share of sales via own channels (retail and online)
2 Share of online sales
Northern Region
€ million
Revenue
Underlying EBIT
Underlying EBIT (at constant currency)
Direct distribution mix1 (in %, variance in % points)
Online mix2 (in %, variance in % points)
Customers (in ’000)
1 Share of sales via own channels (retail and online)
2 Share of online sales
2023
18,195.4
240.6
216.2
76
51
19,010
2022
adjusted
14,820.1
– 58.6
– 58.6
78
54
16,780
Var. %
+ 22.8
n. a.
n. a.
– 2
– 3
+ 13.3
2023
7,722.9
71.5
52.1
94
69
7,360
2022
Var. %
6,320.2
– 101.6
– 101.6
94
71
6,475
+ 22.2
n. a.
n. a.
–
– 2
+ 13.7
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
6 9
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
Northern Region comprises the source markets UK and Nordics with our strategic tour operator venture in
Canada being sold in April 2023.
Northern Region achieved a significantly improved underlying EBIT of € 71.5 m (previous year: € – 101.6 m
loss) supported by higher margins as well as the absence of the level of flight disruptions witnessed in the
previous year.
Customer volume increased significantly by 13.7 % to 7,360 k versus previous year (previous year: 6,475 k)
with volumes recovering in particular in the UK to above pre-pandemic levels. Online distribution for the
Region continued to be high at 69 %, down 2 %pts against previous year of 71 %, but up 2 %pts versus
pre-pandemic levels (FY 2019: 67 %), The comparison against last year is limited due to lower volumes and longer
retail shop closures resulting from the COVID-19 restrictions during the winter last year. Direct distribution
at 94 % maintaining the high rate of both the previous year and pre-pandemic.
During the year we announced the expansion of our UK capacities for the financial year 2024 as part of our
customer growth plans. These will provide customers with more flexibility and choice and also enhance our
dynamic product offering. In September we also announced the re-launch of our First Choice brand in UK,
which targets new and especially younger customers, to enlarge our appeal across more customer segments.
Central Region
CORPORATE GOVERNANCE
€ million
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Revenue
Underlying EBIT
Underlying EBIT (at constant currency)
Direct distribution mix1 (in %, variance in % points)
Online mix2 (in %, variance in % points)
Customers (in ’000)
1 Share of sales via own channels (retail and online)
2 Share of online sales
2023
7,329.7
88.1
85.0
56
29
7,036
2022
adjusted
5,787.3
74.6
74.6
58
30
5,922
Var. %
+ 26.7
+ 18.1
+ 14.0
– 2
– 1
+ 18.8
Central Region comprises Germany, Austria, Switzerland and Poland.
The segment reported underlying EBIT profit of € 88.1 m, an increase of € 13.5 m against the previous year’s
€ 74.6 m profit which included the benefit of a ~€ 50 m state compensation for the impact on business of the
pandemic. The increase was driven in particular by an improved operational performance in the key Germany
source market, supported by higher volumes and prices.
7 0
Customer numbers increased by 18.8 % to 7,036 k versus previous year (previous year: 5,922 k) in-line with
the positive development of the Region post pandemic. All source markets contributed to this improvement,
with Poland achieving more than one million guests for the first time. Online distribution for Central Region
of 29 % maintained virtually the level of the previous year of 30 % whereby the comparison is limited due to
lower volumes and longer retail shop closures due to the COVID-19 restrictions during the winter last year.
Against pre-pandemic levels, online distribution continued to be significantly up by + 6 %pts. emphasising
the development of our online offering in this region in line with consumer demand. Similarly, direct distribution
of 56 % was also close to prior year (previous year: 58 %) and up 7 %pts against pre-pandemic levels of 50 %.
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 (in ’000)
1 Share of sales via own channels (retail and online)
2 Share of online sales
2023
3,142.8
81.1
79.1
76
57
4,614
2022
Var. %
2,712.6
– 31.5
– 31.5
80
60
4,383
+ 15.9
n. a.
n. a.
– 4
– 3
+ 5.3
Western Region comprises Belgium, Netherlands and France.
Western Region reported an underlying EBIT of € 81.1 m, up € 112.6 m versus previous year (previous year:
€ – 31.5 m loss). Results were driven by higher demand at improved prices as well as an improved airline
operational performance with the non-repeat of the flight delay and cancellation costs due to operational
disruptions in particular at Schiphol Airport, which affected the business in the previous year.
Customer volume rose by 5.3 % to 4,614 k year-on-year (previous year: 4,383 k) reflecting the improved
booking environment. Online distribution for the region stood at 57 %, down 3 %pts (previous year: 60 %),
but maintaining the pre-pandemic levels (FY 2019: 57 %). Again, the comparison to prior year is limited due
to COVID-19 restrictions. Direct distribution of 76 % was 4 %pts down on previous year but maintained
pre-pandemic levels.
2023
11.9
– 84.8
– 84.9
2022
adjusted
8.8
– 37.4
– 37.4
Var. %
+ 35.3
– 126.6
– 126.7
All other segments includes the corporate centre functions of TUI AG and the interim holdings, the Group’s
real estate companies and the Group’s key tourism functions. The previous period numbers have been
adjusted following the re-segmentation of Future Markets to other segments within the Group.
The underlying EBIT loss for All other segments increased by € 47.4 m versus previous year, (previous year:
€ – 37.4 m loss). The devaluation of loans in particular contributed to the increase in the loss. The previous
year’s result was also positively influenced by valuation effects, particularly from the reversal of provisions.
CONTENTS
FINANCIAL YEAR 2023
All other segments
COMBINED MANAGEMENT
REPORT
€ million
Revenue
Underlying EBIT
Underlying EBIT (at constant currency)
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
7 1
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
7 2
Net Assets
Development of the Group’s asset structure
Development of the Group’s non-current assets
€ million
30 Sep 2023
30 Sep 2022
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
10,929.1
676.8
11,605.9
62.1
2,355.4
2,060.3
68.6
4,546.5
16,152.4
1,947.2
14,205.2
16,152.4
10,636.0
715.7
11,351.7
56.1
2,108.1
1,736.9
2.7
3,903.8
15,255.5
645.7
14,609.7
15,255.5
+ 2.8
– 5.4
+ 2.2
+ 10.8
+ 11.7
+ 18.6
n. a.
+ 16.5
+ 5.9
+ 201.5
– 2.8
+ 5.9
€ million
30 Sep 2023
30 Sep 2022
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
2,949.2
538.0
3,480.3
2,763.4
1,198.2
10,929.1
366.2
310.6
676.8
11,605.9
2,970.6
507.6
3,400.9
2,971.5
785.4
10,636.0
493.7
222.0
715.7
11,351.7
– 0.7
+ 6.0
+ 2.3
– 7.0
+ 52.6
+ 2.8
– 25.8
+ 39.9
– 5.4
+ 2.2
The Group’s balance sheet total increased by 5.9 % year-on-year to € 16.2 bn.
G O O D W I L L
Goodwill remained at previous year’s level of € 2,949.2 m.
Vertical structural indicators
For details, please refer to the section Goodwill in the Notes from page 217.
Non-current financial assets accounted for 71.9 % of total assets, compared with 74.4 % in the previous year.
The capitalisation ratio (ratio of fixed assets to total assets) decreased from 69.7 % to 67.7 %.
Current assets accounted for 28.1 % of total assets, compared with 25.6 % in the previous year. The Group’s
cash and cash equivalents increased by € 323.4 m to € 2,060.3 m. They thus accounted for 12.8 % of total
assets, as against 11.4 % in the previous year.
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 € 3,480.3 m at the balance sheet date, up by € 79.4 m year-on-year.
Major additions to property, plant and equipment related to construction, acquisitions and renovations in
the Hotels & Resorts segment, refurbishment and maintenance work on cruise ships and investment in aircraft.
The majority of the disposals related to the disposal of advance payments for the delivery of aircraft. In
addition, tests of the carrying amounts led to impairments primarily on hotels including land.
Horizontal structural indicators
At the balance sheet date, the ratio of equity to non-current assets has been 16.8 %. At previous year’s
balance sheet date this figure was 5.7 %. The ratio of equity plus non-current financial liabilities to fixed
assets was 28.8 %, compared with 22.3 % in the previous year.
Development of property, plant and equipment
Development of the Group’s current assets
30 Sep 2023
30 Sep 2022
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
1,936.3
37.3
341.5
469.6
384.8
151.9
158.9
3,480.3
1,800.9
186.1
342.3
428.4
360.8
170.7
111.7
3,400.9
+ 7.5
– 80.0
– 0.2
+ 9.6
+ 6.7
– 11.0
+ 42.3
+ 2.3
€ million
30 Sep 2023
30 Sep 2022
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
62.1
1,397.1
917.3
41.0
2,060.3
68.6
4,546.5
56.1
1,330.1
755.0
23.1
1,736.9
2.7
3,903.8
+ 10.8
+ 5.0
+ 21.5
+ 77.9
+ 18.6
n. a.
+ 16.5
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
accordance 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
Twenty associated companies and 27 joint ventures were measured at equity. At € 1,198.2 m, their value
decreased by 52.6 % year-on-year as at the balance sheet date.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
7 3
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Financial Position of the Group
Principles and goals of financial management
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 implementing a cross-border organisation approach, 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.
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 foreign exchange rates, commodity prices and interest rates as
well as default risks associated with treasury activities.
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 Group draws up a multi-annual financial budget,
from which long-term financing and refinancing requirements are derived. This information and financial
market observation to identify refinancing opportunities create a basis for decision-making for concluding
appropriate financing instruments for long-term corporate funding at an early stage.
• TUI uses syndicated credit facilities and bilateral bank lines as well as its liquid funds to secure sufficient
short-term cash reserves. Through intra-Group cash pooling, excess cash of individual Group companies
is used to finance the cash requirements of other Group companies. A weekly rolling liquidity planning
system is the basis for arrangements with banks.
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.
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.
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.
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. TUI Group is therefore exposed to financial risks from
changes in exchange rates, commodity prices and interest rates.
See from page 35 ff. or 249 ff.
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.
74
CONTENTS
Capital structure
Capital structure of the Group
€ million
30 Sep 2023
30 Sep 2022
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 (IFRS 16)
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
11,605.9
4,546.5
16,152.4
507.4
9,090.1
– 8,474.6
–
824.3
1,947.2
1,485.7
366.7
1,852.4
1,198.5
98.5
1,297.0
2,216.9
701.2
2,918.1
427.1
7,708.9
8,136.0
1.6
16,152.4
11,351.7
3,903.8
15,255.5
1,785.2
6,085.9
– 8,432.7
420.0
787.3
645.7
1,323.2
574.2
1,897.4
1,731.4
319.9
2,051.3
2,508.7
698.8
3,207.5
303.6
7,149.8
7,453.4
–
15,255.5
+ 2.2
+ 16.5
+ 5.9
– 71.6
+ 49.4
– 0.5
n. a.
+ 4.7
+ 201.5
+ 12.3
– 36.1
– 2.4
– 30.8
– 69.2
– 36.8
– 11.6
+ 0.3
– 9.0
+ 40.7
+ 7.8
+ 9.2
n. a.
+ 5.9
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
7 5
Capital ratios
€ million
30 Sep 2023
30 Sep 2022
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
%
%
%
7,275.5
45.0
12.1
3,145.7
6,512.8
42.7
4.2
2,377.2
19.5
15.6
+ 11.7
+ 2.4 *
+ 7.8 *
+ 32.3
+ 3.9 *
* Percentage points
Overall, non-current capital increased by 11.7 % to € 7,275.5 m. It accounted for 45.0 % (previous year 42.7 %)
of the balance sheet total.
The equity ratio was 12.1 % (previous year 4.2 %). Equity and non-current financial liabilities accounted for
19.5 % (previous year 15.6 %) of the balance sheet total.
E Q U I T Y
In the completed financial year, after three shares had been redeemed in order to achieve a rounded figure
for the capital stock, the existing capital stock of the Company amounting to € 1,785,205,850.00, divided into
1,785,205,850 registered no-par value shares, each representing a pro rata amount of the capital stock of
€ 1.00, was reduced by € 1,606,685,265.00 to € 178,520,585.00 in accordance with the provisions on capital
reduction pursuant to sections 222 et seq of the German Stock Corporation Act (AktG) in conjunction with
section 7 (6) of the German Securities Trading Act (WStBG) for the purpose of transferring part of the
capital stock to the Company’s capital reserve.
The reduction was effected by a ten-for-one reverse stock split, so that ten no-par value registered shares
were consolidated into one no-par value registered share.
The capital reduction was related to a recapitalisation of the Company in line with section 22 WStBG. The
reduction amount of € 1,606,685,265.00 was transferred to the Company’s non-distributable capital reserve
in accordance with section 7 (6) sentence 5 WStBG.
Following the capital reduction, the Company’s capital stock of € 178,520,585.00, divided into 178,520,585
no-par value registered shares, was increased to € 507,431,033.00 by issuing 328,910,448 new no-par value
registered shares with a pro rata amount of capital stock of € 1.00 per no-par value share, divided into
507,431,033 no-par value registered shares. This increase in capital stock of € 328.9 m was carried out entirely
from authorised capital using the authorisations granted by the Annual General Meeting on 8 February 2022
to issue new registered shares against cash contributions worth a maximum of € 162.3 million (Authorised
Capital 2022 / I) and to issue new shares against cash or non-cash contributions in the amount of € 626.9 m
(Authorised Capital 2022 / II).
S I L E N T E S F PA R T I C I PAT I O N S
The remaining Silent Participation I of € 420.0 m taken out by the ESFin financial year 2021, convertible into
TUI AG shares at a conversion price of € 1.00 per share, was repaid in full in April 2023 following a capital
increase without the ESF having exercised its conversion option.
O V E R V I E W O F T U I ’ S L I S T E D B O N D
The table below lists the maturities, nominal volumes and annual interest coupon of the listed convertible
bond issued in 2021 with a nominal value of € 589.6 m and a seven-year term.
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 € 1,852.4 m, down by € 45.0 m year-on-year.
Listed bond
Capital measures
Issuance
Maturity
Amount
initial
€ million
Amount
outstanding
€ million
Interest rate
% p. a.
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
Convertible Bond 2021
April / July 2021
April 2028
590
590
5.000
Composition of financial liabilities and lease liabilities
€ million
Bonds
Liabilities to banks
Other financial liabilities
Financial liabilities
Lease liabilities
30 Sep 2023
30 Sep 2022
Var. %
542.7
718.8
35.5
1,297.0
2,918.1
580.5
1,382.6
88.2
2,051.3
3,207.5
– 6.5
– 48.0
– 59.8
– 36.8
– 9.0
Our non-current financial liabilities declined by € 532.9 m to € 1,198.5 m year-on-year. The decline was
primarily attributable to a reduction in liabilities to banks.
For more detailed information, please refer to the Notes to the consolidated financial statements.
See chapter Financial and lease liabilities, page 244.
2 0 2 1 B O N D S
In March 2023, the conversion price of the convertible bonds issued in 2021 of € 589.6 m was adjusted to
€ 26.6707 per share due to the capital reduction and subsequent rights issue.
See Other notes from page 275.
E S F W A R R A N T B O N D
In April 2023, the remaining € 58.7 m of the warrant bond issued to the Economic Stabilisation Fund (ESF) in
October 2020 was repurchased together with the outstanding 58.7 m warrants following a capital increase
without the ESF having exercised its warrant rights.
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
On the basis of a contractual agreement and due to proceeds from a capital increase, TUI AG’s syndicated
credit facilities originally totalling around € 3.7 bn were reduced to around € 2.7 bn by cancelling an amount
of € 1.05 bn of the undrawn KfW tranche previously amounting to € 2.1 bn.
In May 2023, ahead of the maturity date, an agreement was concluded with the lenders under TUI AG’s
syndicated credit facilities totalling around € 2.7 bn, including a cash tranche by KfW of € 1.05 bn and a bank
guarantee tranche of € 190.0 m, to extend the maturity of these facilities to July 2026.
The interest rate for cash drawdowns is variable and depends on the short-term interest rate level (EURIBOR
or SONIA) and TUI’s credit rating plus a margin.
At the balance sheet date, no cash drawdowns had been made on the syndicated credit facilities.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
7 6
2 0 1 8 S C H U L D S C H E I N
In July 2023, the Schuldschein of € 425 m issued in 2018 was reduced to € 242 m by redeeming two tranches
worth € 183 m.
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 mainly relate to the Schuldschein worth of € 242 m of TUI AG and liabilities from the
financing of aircraft and hotel facilities.
Lease liabilities essentially relate to aircraft funding and hotel leases. For more detailed information, in
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 244.
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 customer deposits. At € 8,136.0 m,
it was € 682.6 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 facility of around € 2.7 bn included a tranche of € 190 m for bank guarantees. At
the balance sheet date, no cash drawdowns had been made from this credit facility. An amount of € 109.2 m
was drawn under this credit facility by utilising bank guarantees.
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
In October 2022, TUI AG concluded a guarantee facility of € 345.6 m with a bank in order to meet a regulatory
obligation. At the balance sheet date, this guarantee facility was fully utilised. In October 2023, this guarantee
facility was replaced by a new guarantee facility and utilised in exchange for a new guarantee worth € 386.0 m.
In addition, TUI AG concluded further bilateral guarantee facilities with banks with a total amount of € 19.8 m
for the provision of bank guarantees in the framework of ordinary business activities. Some of the 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 € 4.9 m of these
facilities had been utilised.
Obligations from financing agreements
TUI AG’s Schuldschein worth nominal € 242 m, the convertible bond worth nominal € 589.6 m and the credit
and guarantee facilities for TUI AG contain a number of obligations.
Under its syndicated credit facility worth € 2.7 bn, TUI AG has a duty to comply with certain financial covenants
(as defined in the contract). These require (a) compliance with an EBITDAR-to-net interest expense ratio
measuring TUI Group’s relative charge from the interest result and its lease and rental expenses; and (b)
compliance with a net debt-to-EBITDA ratio, calculating TUI Group’s relative charge from financial liabilities.
The EBITDAR-to-net interest expense ratio must have a coverage multiple of at least 2.5; net debt must not
exceed 3.0 times EBITDA. The financial covenants are determined every six months, but the banks initially
agreed to apply less tight financial covenants up until and including 31 March 2023. In addition, TUI’s scope
for pledging or selling assets, acquiring other companies or shareholdings, or effecting mergers has been
restricted.
TUI AG’s Schuldschein worth nominal € 242 m, the convertible bond worth nominal € 589.6 m and the credit and
guarantee facilities for TUI AG also contain additional clauses typical of financing instruments of this type.
Non-compliance with these obligations provide the lenders the right to terminate the facilities and terminate
the financing arrangements for immediate repayment.
Ratings by Standard & Poor’s and Moody’s
TUI AG ratings
Standard & Poor’s
Moody’s
2019
BB
Ba2
2020
CCC+
Caa1
2021
CCC+
Caa1
2022
2023
Outlook
B–
B3
B
B2
positive
positive
In the wake of the COVID-19 pandemic, both Standard & Poor’s and Moody’s successively lowered TUI’s
rating to CCC+ and Caa1, respectively, in 2020.
Following upgrades of their ratings to B- (Standard & Poor’s) and B3 (Moody’s) in financial year 2022, the
two rating agencies upgraded their ratings to “B (positive outlook)” (Standard & Poor’s) and “B2 (positive
outlook)” (Moody’s) in April and May 2023 due to a significant improvement in the business environment, the
stronger balance sheet structure and the improved liquidity situation.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
7 7
CONTENTS
Financial stability targets
Interest and financing environment
TUI is aiming for an improved credit rating to finance the further development of the company. With the
temporary grounding of the Boeing 737 MAX aircraft type and subsequently due to the effects of the
COVID-19 pandemic, the rating was downgraded from BB and Ba territory to CCC+ and Caa1 in 2020. In the
2022 financial year, TUI was upgraded to B territory again by both rating agencies. The improvements in key
operating figures associated with the easing of the COVID-19 pandemic, the structural improvement in key
debt figures, in particular as a result of the capital increase in April 2023, and the early extension of the
syndicated credit facilities led to an improvement in the rating to B (Standard & Poor’s) and B2 (Moody’s) in
the 2023 financial year, each with a positive outlook. We are aiming to further improve our ratings in order
to minimise our borrowing costs and stabilise our access to the debt capital markets. We achieved our financial
stability target of a gross leverage ratio of below 3.0x in the 2023 financial year with a ratio of 2.6x.
From financial year 2024 onwards, we define the net-leverage ratio along the following basic lines:
In financial year 2023, short-term interest rates for the key currencies have steadily risen, from low single
digit percentage rates at the start of the period rising to medium single digit percentage rates towards the
end of the period, as central banks raised rates to tackle rising inflation. Inflation has now started to ease in
the key currency areas. Interest rates are expected to be at, or close to, their peak, and no further significant
interest rate increases by central banks are expected in the upcoming months. With the increase in short-
term interest rates, both the income from money market investments and the reference interest rates for
floating-rate debt have risen accordingly.
In the financial year under review, quoted credit margins (based on CDS levels) for corporates on sub-
investment grades fell again, but remain at a level above the long-term average. Credit margins for TUI AG
declined again in the course of the financial year under review but are still elevated. Due to the persistently
difficult market environment in 2023, refinancing was not possible at acceptable terms and conditions.
Net Leverage Ratio
€ million
Financial liabilities
plus Lease liabilities
less Cash and cash equivalents
less Other current financial assets
Net Debt
EBITDA (underlying)
Net Leverage Ratio
2023
2022
Liquidity analysis
1,297.0
2,918.1
2,060.3
48.6
2,106.2
1,775.3
1.2
2,051.3
3,207.5
1,736.9
85.8
3,436.1
1,224.6
2.8
At the balance sheet date, TUI AG, the parent company of TUI Group, held cash and cash equivalents worth
€ 0.3 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 € 0.8 bn (previous year € 0.5 bn) on the transfer
of liquid funds within the Group that might significantly impact the Group’s liquidity, such as restrictions on
capital movements and restrictions due to credit agreements concluded.
Due to lower net debt and the improvement in our EBITDA (underlying) , our net-leverage ratio improved to
1.2x in the financial year 2023 (previous year: 2.8x). We are aiming for a net-leverage ratio of strongly less
than 1.0x in the medium term.
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.
Change of control
See section Capital management, page 272.
See chapter Information required under takeover law, page 107.
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
7 8
Summary cash flow statement
€ million
Net cash inflow from operating activities
Net cash outflow from investing activities
Net cash outflow from financing activities
Change in cash and cash equivalents with cash effects
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
2023
2022
+ 1,637.3
– 492.2
– 834.6
+ 310.5
+ 2,077.8
– 308.2
– 1,630.9
+ 138.6
2023
2022
+ 1,736.9
+ 13.1
+ 310.5
+ 2,060.5
+ 1,586.1
+ 12.2
+ 138.6
+ 1,736.9
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.
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.
Cash and cash equivalents comprise all liquid assets, i.e. cash in hand, bank balances and cheques.
See page 186 and 274.
Analysis of investments
The development of fixed assets, including property, plant and equipment, intangible assets, shareholdings
and other financial investments, is presented in the section on Net assets in the Management Report.
Additional explanatory information is provided in the Notes to the consolidated financial statements.
In the period under review, cash and cash equivalents increased by € 323.6 m to € 2,060.5 m.
C A S H I N 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 financial year 2023, the cash inflow from operating activities totalled € 1,637.3 m (previous year cash inflow
of € 2,077.8 m). This amount includes interest payments received of € 54.9 m (previous year € 12.4 m) and
dividends of € 24.1 m (previous year € 0.2 m). Income tax payments resulted in a cash outflow of € 106.9 m
(previous year € 131.4 m).
C A S H 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 2023, the cash outflow from investing activities totalled € 492.2 m (previous year cash out-
flow of € 308.2 m). This amount includes a cash outflow for capital expenditure related to property, plant and
equipment and intangible assets of € 666.2 m (previous year 515.7 m). The Group recorded a cash inflow of
€ 142.9 m from the sale of property, plant and equipment and intangible assets (previous year € 180.7 m).
TUI recorded a cash inflow of € 70.7 m from the earn-out payment in connection with sale of the stakes in
RIU Hotels S. A. and € 3.0 m from the sale of Karisma Hotels Caribbean S.A., effected in financial year 2021.
The TUI Group contributed € 73.5 m to the capital increase of Pep Toni Hotels and € 9.9 m to the capital increase
of the TUI Global Hospitality Fund. A cash inflow of € 2.1 m resulted from the sale of money market funds,
€ 0.7 m was spent on the purchase.
C A S H 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 totalled € 834.6 m (previous year outflow of € 1,630.9 m).
CONTENTS
Cash flow statement
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
7 9
CONTENTS
FINANCIAL YEAR 2023
Net capex and investments
COMBINED MANAGEMENT
REPORT
€ million
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
8 0
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
220.5
82.9
26.4
329.9
30.2
15.1
24.1
100.6
147.5
577.9
51.8
83.2
– 219.2
493.7
197.2
45.5
25.5
268.2
26.2
13.5
7.5
115.5
102.3
486.0
– 126.5
0.9
– 44.4
315.9
+ 11.8
+ 82.2
+ 3.5
+ 23.0
+ 15.3
+ 11.9
+ 221.3
– 12.9
+ 44.2
+ 18.9
n. a.
n. a.
– 393.4
+ 56.3
* Including gross capex of € 31.2 m for financial year 2023 (previous year € 68.3 m) for the aircraft leasing companies which – unlike in-
come statement items – are allocated to Markets & Airlines as a whole, but not to the individual segments Northern Region, Central
Region and Western Region.
In the financial year under review, TUI Group’s gross capital expenditure on property, plant and equipment
amounted to € 577.9 m, up 18.9 % year-on-year. This year-on-year increase was driven by the normalisation
and expansion of our business activities after the pandemic subsided, which led to higher capital expenditure,
in particular in Hotels & Resorts and IT. The significant increase in capex in the Cruises segment was attributable
to the refurbishment of the Mein Schiff Herz before the vessel was commissioned for the UK market by
Marella Cruises. Net property, plant and equipment and investments amounted to € 493.7 m in the period
under review, an increase of 56.3 % year-on-year. Investments include a contribution to the share capital of
Pep Toni S. A., founded with the Riu family at the end of the financial year under review as a company that
will own and operate hotels. Divestments include an inflow of around € 71 m from the sale of the shares in
RIU Hotels S. A. in financial year 2021 and an inflow from the sale of the stake in the non- consolidated
investment Peakwork AG, divested in Q3 2023. In the prior year, divestments related in particular to the
sale of the stake in Nordotel S. A., fully consolidated in the Hotels & Resorts segment, to Grupotel S. A., a
joint venture of TUI Group. They also comprised a subsequent reduction in the selling price for the divestment
of RIU Hotels S. A.
The table below shows a reconciliation of capital expenditure to additions to TUI Group’s other intangible
assets and property, plant and equipment.
2023
2022
adjusted
Var. %
€ million
Reconciliation of capital expenditure
Cash gross capex
Additions right-of-use assets
Advance payments
Other non-cash changes
Additions to other intangible assets and property, plant and equipment
2023
577.9
7.7
88.4
– 9.7
664.2
2022
486.0
12.3
29.7
66.9
594.9
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 2023 or in prior years, order commitments for investments
totalled € 2,172.5 m as at the balance sheet date. This total included an amount of € 1,070.9 m for scheduled
investments in financial year 2024.
More detailed information is provided in the section Other financial commitments in the Notes to the consolidated financial
statements.
Net debt
The net debt as of 30 September 2023 declined by € 1,330.0 m year-on-year to € 2,106.2 m.
Net debt
€ million
Financial debt
Lease liabilities
Cash and cash equivalents
Short-term interest-bearing investments
Net debt
30 Sep 2023
30 Sep 2022
Var. %
1,297.0
2,918.1
2,060.3
48.6
2,106.2
2,051.3
3,207.5
1,736.9
85.8
3,436.2
– 36.8
– 9.0
+ 18.6
– 43.3
– 38.7
Non-financial Group Declaration of TUI Group*
PAGE 81 About this Non-Financial Group Declaration
PAGE 82 Governance and sustainability management
PAGE 82 TUI Sustainability Agenda
PAGE 84 People – Empowering to drive development
PAGE 85 Planet – Reduce our footprint
PAGE 90 Progress – Accelerate the transformation
PAGE 91 Our people
PAGE 98 Customer experience, security & safety and crisis management
PAGE 99 Anti-corruption and anti-bribery
PAGE 99 Disclosures under the EU Taxonomy Regulation (EU) 2020 / 852
* Unaudited
About this Non-Financial Group Declaration
For TUI Group, sustainability covering all three areas of economic, environmental and social sustainability
is a fundamental management principle. We firmly believe that sustainable development is critical to
long-term economic success.
In the sections below, TUI AG presents a Non-Financial Group Declaration for TUI Group that combines
aspects and reporting on the following key issues: environmental matters, employee matters, social
matters, respecting human rights, and information on integrity and compliance. Pursuant to section 315b
para. 1 sentence 3 of the German Commercial Code (HGB), we also refer, in a number of respects, to
non-financial disclosures found in other parts of the Group Management Report. In addition to the
Group’s fully consolidated subsidiaries, this non-financial statement also includes companies recognised
at equity, in particular in the TUI Hotels & Resorts sector and TUI Cruises.
A materiality assessment performed in the financial year under review generated insights into the risks
and opportunities relating to sustainability. The ESG-related positions and views derived from a survey
among internal experts were consolidated into a list of key topics. The findings did not give rise to any
substantial changes in our reporting approach for the Non-Financial Group Declaration.
We identified the following aspects scoring highest in the Environment, Social and Governance categories:
• Environment: emissions, creation of sustainable holiday products, energy sources and efficiency, sustainable
procurement, destination development, waste and circularity
• Social: human rights, diversity, equality and inclusion, talent acquisition, fair pay, occupational health and
safety, positive employee experience
• Governance: supply chain management, fair business relationships and integrity, corporate citizenship,
crisis management, business continuity
Nevertheless, in developing our TUI Sustainability Agenda, we also include topics with lower materiality
scores, so as, for instance, to reflect the future relevance of specific topics such as biodiversity management.
We describe our risk management system and the principal risks associated with our business activities, our
business relationships and services as well as the principal sustainability risks in our Risk Report from
page 35. Following a climate risk analysis carried out across the Group, our risk reporting was expanded to
include more detailed information on the impact of climate change on TUI.
A P P L I E D S TA N D A R D S A N D S U S TA I N A B I L I T Y I N D I C E S
Our reporting reflects the principles of the UN Global Compact, which TUI signed up to in 2014. Our sustain-
ability activities are also aligned with the UN Sustainable Development Goals (SDGs).
In 2023, TUI participated in the CDP Climate Change Programme and in the S&P Dow Jones Sustainability
Index Assessment and engaged in dialogue with other ESG researchers. For the first time, TUI AG’s rating was
upgraded to ‘Prime Investment’ by ISS ESG.
S P E C I F I C C O 2 E M I S S I O N S O F O U R A I R L I N E S A S A K E Y N O N - F I N A N C I A L P E R F O R M A N C E I N D I C AT O R
We regard specific CO2 emissions (in g CO2 / rpk) of our aircraft fleet as a key non-financial performance
indicator.
See page 86.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
8 1
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
8 2
D I S C L O S U R E S P U R S U A N T T O E U TA X O N O M Y R E G U L AT I O N ( 2 0 2 0 / 8 5 2 )
This Group Declaration includes disclosures on whether and to what extent TUI Group’s operations include
economic activities to be classified as Taxonomy-eligible or Taxonomie-aligned under the EU Taxonomy
Regulation (2020 / 852).
The role of our sustainability team is to drive implementation of the Sustainability Agenda across TUI Group
and along its supply chain. The GEC is regularly updated on our performance in delivering the Sustainability
Agenda and tackling other key sustainability issues. Regular meetings are also held with the Risk Oversight
Committee (ROC) to review sustainability risks.
L I M I T E D A S S U R A N C E E N G A G E M E N T AT T E S TAT I O N
The present Non-Financial Group Declaration was not included in the audit of the annual financial statements.
It was subject to a limited assurance engagement in accordance with ISAE 3000 (revised).
Sustainability Governance
See page 295.
TA S K F O R C E O N C L I M AT E - R E L AT E D F I N A N C I A L D I S C L O S U R E S ( T C F D )
As a company listed in the Premium Segment of the Main Market of the London Stock Exchange, we are
required pursuant to Listing Rule LR 9.8.6 to make disclosures in relation to the recommendations of the
Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD).
S U P E R V I S O R Y B O A R D
Twice yearly updates by the CSO
The section from page 134 summarises the extent to which TUI Group complies with the TCFD’s recommendations. These
disclosures are not part of this Non-Financial Group Declaration.
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
Monthly updates by the CSO
Governance and sustainability management
For TUI Group, sustainability is a fundamental management principle and a cornerstone of our strategy for
continually enhancing the value of our Company. Global responsibility for economic, environmental and
social sustainability is at the core of our corporate culture.
Disclosures on the business model
TUI Group is an integrated tourism group operating globally. TUI Group’s business model is outlined in detail from pages 24
and 28 onwards in this Annual Report in accordance with section 315c para. 1 in conjunction with section 289c para. 1 HGB.
TUI Group has a governance structure in place that ensures that sustainability issues, along with climate-related
risks and opportunities, are assessed and actioned at all levels. The Group Executive Committee (GEC) manages
TUI’s business strategically, it sets the Group’s strategic direction and long-term objectives for sustainable
development and signed off the Group’s Sustainability Agenda, published in February 2023. It defines the
global framework for TUI’s sustainability activities.
A team of experienced sustainability professionals are working in close collaboration with management to
ensure that TUI’s business and sustainability activities areas are closely aligned. The Group Sustainability
Director heads up the Group Sustainability team, and reports to the Chief Sustainability Officer (CSO) who
sits on the GEC.
G R O U P S U S T A I N A B I L I T Y T E A M
Develops, implements, and embeds the
TUI Sustainability Agenda, with a focus
on the environmental, economic and social
aspects set out in the UN Sustainable
Development Goals.
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 )
Reviews risks and ensures any changes in
regulation and legislation are taken into
consideration. Regular meetings with the
Group Risk Department. Annual update
to the ROC.
TUI Sustainability Agenda
TUI Group’s Sustainability Agenda, developed in the past few reporting periods by TUI’s international
sustainability team, was published in February 2023. New priorities and strategic directions for TUI’s global
sustainability activities were drawn up in consultation with internal and external stakeholders, taking account
of current challenges, global scenarios and mechanisms such as the EU Green Deal.
We engaged in direct dialogue with our stakeholders and participated in industry initiatives to discuss
expectations as well as existing and future challenges in relation to sustainability issues, and these have
been incorporated into our sustainability activities. The Supervisory Board, Executive Board, Group Executive
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Board and employee representatives were regularly involved in the development of the Agenda by means
of individual and group presentations. We also discussed specific topics with associations and interested
stakeholders. We have continued to foster this dialogue since publishing our Agenda in order to ensure that
we focus on the most important issues and adopt relevant future topics at an early stage.
Our Sustainability Agenda builds on tourism as a force for good. Together with our partners we continue to
promote the positive effects of tourism on local communities, reduce our ecological footprint and create
more sustainable holiday products for our guests.
O U R M I S S I O N
“We are mindful of the importance of travel and tourism for many countries in the world and for the people
living there. We partner with these countries and other stakeholders to actively shape a more sustainable
future for tourism.”
TUI’s ambition is to actively shape a more sustainable future for tourism in all three dimensions of sustaina-
bility – social, environmental and economic. We use our scale and influence for the sustainable transformation
of the tourism industry. We understand sustainable transformation as an opportunity.
Our Agenda is founded on three priorities: We aim to empower people in the destinations and TUI employees
to drive the sustainable transformation actively (People). We aim to reduce TUI’s ecological footprint (Planet).
We aim to partner with others to launch initiatives for the sustainable transformation of our sector (Progress).
Our three P’s – People, Planet and Progress – are supported by 15 focus areas with key goals, objectives and
initiatives. Our Sustainability Agenda seeks to address the major challenges we will face in the coming decades,
in particular climate change. For more details on the three P’s, please refer to the table below.
Our targets include achieving net-zero emissions across our own operations and in the supply chain by 2050
at the latest, setting near-term science-based targets for emission reduction, becoming a circular business
and enabling around 20 million customers a year to make sustainable holiday choices (from 2030).
Our Sustainability Agenda supports the United Nations’ Sustainable Development Goals (SDGs) 17 global
goals to fight inequality, end poverty and protect our planet by 2030 – and defines appropriate measures to
contribute to their achievement. The tourism value chain is closely linked with many different sectors. This
enables us to influence progress on many SDGs, with a particular focus on 13 of these goals.
TUI Sustainability Agenda
P E O P L E
P L A N E T
P R O G R E S S
Empower people to drive
development
Reduce our
footprint
Accelerating the
transformation
Building
blocks
We will ensure that local
people and communities
benefit from tourism and
the local supply chain.
We will empower a
generation of change-
makers by helping them
acquire the new skills and
knowledge they need
to transform the tourism
industry.
We will achieve net-zero
emissions across our
operations and supply
chain.
To protect our planet, we
will change the way we use
natural resources and
become a circular business.
Together with our partners
we will co-create the
next generation sustainable
business model for the
tourism industry.
We will enable our
customers to make
sustainable holiday choices
in every stage of the
customer journey.
• Buy local first
• Community for
changemakers
• Socially fair
• Upskilling
• Support TUI Care
Foundation
• Emission reduction
roadmaps
• Green & clean energy
sources
• Circular business
• Water management
• Biodiversity
• Destination Co-Lab
Rhodes
• Empowering consumers
• Driving certification
• Green Tech & Data-driven
• Net-zero travel
accelerator
Focus areas
UN SDGs
8 3
CONTENTS
People – Empowering to drive development
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
8 4
In many parts of the world, tourism is one of the key driving forces for development and prosperity. It creates
employment, provides education and drives social and environmental standards. We aim to ensure that local
people and communities benefit from tourism and local supply chains. Our employees are empowered to
play a crucial role in this because we offer the skills and knowledge they need for a sustainable transformation
of the tourism industry.
C O N T R I B U T I O N T O T H E S D G S
T U I S U S TA I N A B I L I T Y A C A D E M Y A N D T R A I N I N G P R O G R A M M E S
We seek to provide our colleagues with the knowledge and skills required to become sustainability change-
makers. One of our tools is the digital TUI Sustainability Academy learning platform. It offers insights into a
wide range of sustainability topics, from energy and fuels to social impacts and the circular economy. The
launch of TUI’s Sustainability Agenda includes training sessions designed to familiarise our employees with
the core content of the strategy so that they can apply it more easily to their respective areas of work. Some
elements of the training courses are adapted to a specific business area and market, enhancing the relevance
and integration. By 2025 we hope to deliver our employees 25,000 hours of training a year on sustainability
issues. We intend to start our reporting in FY24.
G E R M A N S U P P LY C H A I N D U E D I L I G E N C E A C T
Protecting human rights and environmental standards across supply chains is the focus of the new German
Supply Chain Due Diligence Act (GSCA), which entered into force on 1 January 2023. For TUI, it applies to
our own business, TUI suppliers and the wider supply chain, both in Germany and worldwide. An internal
GSCA Steering Group has been established to manage the introduction and integration of the Act within the
Company. In the financial year under review, the focus was on the development and implementation of risk
analyses, training programmes, preventative and corrective measures and the adjustment and updating of
policies and reporting processes. These activities build on the work already delivered by TUI to protect human
rights and the environment and support preparations for the EU Due Diligence Directive.
More detailed information on TUI’s Human Rights Policy Statement at https://www.tuigroup.com/damfiles/default/tui-
group-15/en/sustainability/msa/msa-download-statements/TUI -Human-Rights-Policy-Statement-and-Framework_final.
pdf-8d907708399b58b9232f73cf5224d1e0.pdf or https://www.tuigroup.com/damfiles/default/tuigroup-15/en/sustainability/
msa/msa-download-statements/Policy-Statement_ Human-Rights-Framework_T U I -Deutschland-GmbH_E N_signed.
pdf-a123f16e1f2b3eedd31ded408f4d0d45.pdf
R E S P E C T I N G H U M A N R I G H T S
In accordance with applicable laws, conventions and regulations, TUI Group commits to respecting all inter-
nationally proclaimed human rights as specified in the International Bill of Human Rights and expects its
suppliers and business partners to do so, too. We have a number of policies and initiatives in place to 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.
• TUI signed up to the UN Global Compact in 2014. TUI Group has thus committed to aligning its activities
to principles in the fields of human rights, labour standards, environmental protection and anti-corruption.
• TUI signed the UN World Tourism Organisation (UNWTO)’s Global Code of Ethics in 2012.
• Our Global Employment Statement focusses on fair and respectful dealings with employees at all levels
and compliance with applicable law and industry standards.
• Our Employee Code of Conduct, the Integrity Passport, commits us to respect and observe human rights.
Colleagues are encouraged to report any wrongdoing via the Speak Up Line.
• Our Supplier Code of Conduct sets out the minimum standards we expect from our suppliers, covering
human rights and labour laws, anti-bribery and anti-corruption, environmental impacts and support for
local communities.
• We expect our hotel partners to implement sustainability certifications recognised by the Global Sustainable
Tourism Council (GSTC)* comprising standards for human rights, child protection and social welfare. We
also apply the GSTC Criteria to our experiences programme. In FY22 we started certifications of the TUI
Collection portfolio and extended this process in FY23 to further excursion programmes we offer.
• Our in-house child protection policies include information for our colleagues on ‘voluntourism’.
• Our Human Rights Policy Statement, published on TUI’s website, sets out our activities and measures
implemented in our business operations and our supply chain to prevent human rights violations.
• We continue to provide e-learning modules on human rights and child protection, which we regularly update
to reflect changes in framework parameters. Airline crews in the UK, Nordics and Germany receive Vulnerable
Children and Human Trafficking training programmes as part of their induction so that they can spot human
trafficking and take action. All staff working for TUI Musement have to complete the Human Rights and
Child Protection modules every two years. A global training programme for TUI employees was being
rolled out in the period under review.
* TUI requirement for hotel partners with more than 80 rooms and TUI occupancy rate > 10 %.
S U P P O R T I N G T H E T U I C A R E F O U N D AT I O N
One of our initiatives aimed at making a difference in the destinations is the foundation set up by our Group,
which draws on tourism as a force for good to improve the lives of young people, preserve the natural environ-
ment and support local communities in their development.
Planet – Reduce our footprint
C O N T R I B U T I O N T O T H E S D G S
With over 40 projects in 25 countries, the TUI Care Foundation focuses on the special needs of individual
destinations, supported by TUI’s customers. The foundation carries out projects in the fields of education,
community empowerment, natural landscapes and marine conservation. Examples include projects for
marine conservation in Bali, vocational training at the TUI Academy for disadvantaged young people in Cape
Verde, campaigning against plastic waste in Cyprus and Zanzibar, and support for local communities in transi-
tioning to sustainable, regenerative agriculture.
In June 2023, the government of Cape Verde, TUI Group and the TUI Care Foundation signed a Memorandum
of Understanding entitled ‘Tourism for Development’ as a basis for cooperation between the parties in
promoting the sustainable development of tourism in the Cape Verde islands. The focus is on strengthening
local supply chains, expanding educational programmes about the environment and sustainable tourism, and
promoting renewable energies.
For more information on the TUI Care Foundation, please refer to www.tuicarefoundation.com
We are working to reduce the ecological footprint of travel and increase environmental performance in our
industry. We aim to achieve net-zero emissions in our operations and along our supply chain by 2050 and
considerably reduce our environmental impact in the fields of water, energy and waste. We are also reporting
the first strategic and operational steps taken in this context. In order to protect our planet, we are planning
to change how we use natural resources and to become a circular business.
V O L U N TA R Y C L I M AT E C O M M I T M E N T S
Climate change is a pressing global challenge. For 30 years, we have been committed to reducing our environ-
mental impacts. We are linking these activities closely to science-based findings.
We have therefore joined the Science Based Targets initiative (SBTi), committing to implement emission
reductions on the basis of the latest findings in climate science. The SBTi is a global initiative enabling
businesses to set ambitious emission reduction targets in line with the Paris Agreement goals to fight the
effects of global climate change. The SBTi is a joint initiative of the Carbon Disclosure Project (CDP), the United
Nations’ Global Compact, the World Resources Institute (WRI) and the World Wide Fund for Nature (WWF).
In accordance with the SBTi methods, emissions from TUI Group’s airline, cruises and hotels account for 99 %
of our emissions. Roadmaps for a significant reduction in emissions have been drawn up for each of our three
business areas.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
8 5
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
8 6
The emission reduction targets for our own aircraft, cruise ships and hotels to be achieved by 2030 were
submitted to the SBTi for final review and were officially recognised and validated by the SBTi. Intensity and
absolute targets have been submitted:
• Reduction of CO2e-Emissions per Revenue Passenger Kilometer from TUI Airline – 24 % by 20301
• Reduction of absolute CO2e-Emissions from TUI’s cruise business – 27.5 % by 20301
• Reduction of absolute CO2e-Emissions from TUI Hotels&Resorts (owned) – 46.2 % by 20302
1 Base year 2019. Target level: well below 2°C. CO 2e = CO 2 equivalents. In addition to carbon dioxide (CO 2), these take into account the
other five climate-impacting greenhouse gases according to the Kyoto Protocol: Methane (CH4), nitrous oxide (N2O), hydrofluorocarbons
(HFCs), perfluorocarbons (PFCs) and sulphur hexafluoride (SF6). TUI Group’s commitments to achieve science-based targets also
include well-to-wake emissions for our aviation and cruise activities (emissions from aviation and marine fuels, Scope 1 and Scope 3,
Category 3).
2 Base year 2019. target level: 1.5°C. For our hotels, the SBTi commitment includes emissions from all energy sources plus gases from
refrigerants (Scope 1 and 2).
A C T I V I T I E S AT O U R B U S I N E S S L O C AT I O N S
We are committed to reducing the environmental impact of our administrative buildings. The TUI Campus in
Hanover will be supplied with electricity generated by a photovoltaic system. The array und construction in
FY23, which will occupy 7,350 m2 and have a maximum output of 1.6 megawatts , is a significant step towards
reducing emissions on site. In addition, 40 e-charging stations were under construction in the financial year
under review in order to promote sustainable mobility.
O U R C U R R E N T F O O T P R I N T
In financial year 2023, TUI Group’s total absolute emissions were largely stable year-on-year at an increase
of 1 %. In aviation, emission reductions were due to the sale of the stake in Sunwing in March 2023. We did
not adjust the FY22 data. In Cruises, the increase was driven by the continued recovery of business after the
COVID-19 pandemic and the inclusion of our river cruises segment in reporting. Scope 3 emissions reflect the
expansion of the reporting framework, in particular due to the inclusion of WTT (well-to-tank) emissions
from marine cruise fuel and jet fuel.
Airline, cruise and hotel GHG emissions figures published in the FY23 Non-Financial Group Declaration do not
match the scope, boundaries or reporting methodology of our science-based targets. Therefore inferences
of progress towards achieving SBTs based on figures in this or previous Non-Financial Group Declarations
should not be made.
Carbon dioxide emissions (CO2)
tons
Our reduction targets
Airlines
Cruises
Hotels
Major premises / shops
Ground transport
Scope 3 (indirect emissions from TUI’s value chain)3
Total
2023
2022
Var. %
4,218,553
899,790
805,541
14,890
14,413
1,239,493
7,192,680
4,331,628
762,942
767,049 1
14,251
13,144
1,232,804 2
7,121,818
– 2.6
+ 17.9
+ 5.0
+ 4.5
+ 9.7
+ 0.5
+ 1.0
E M I S S I O N S F R O M
T U I A I R L I N E
E M I S S I O N S F R O M
T U I’ S C R U I S E B U S I N E S S
E M I S S I O N S F R O M
T U I H O T E L S & R E S O R T S
– 24 % – 27.5 % – 46.2 %
(CO2e per rpk* by 2030,
Baseline year 2019)
(absolute CO2e by 2030,
Baseline year 2019)
(absolute CO2e by 2030,
Baseline year 2019)
* rpk = Revenue Passenger Kilometers (RPK) or Revenue Passenger Miles (RPM) is an aviation industry metric that indicates the number
of kilometers traveled by paying passengers.
1 Previous year adjusted due to inclusion of refrigerant gases
2 Previous year adjusted due to extended reporting scope
3 With reference to the Greenhouse Gas Protocol, TUI Group currently includes Scope 3 emissions from the production of office paper
and printed brochures, well-to-tank emissions from fuel consumption of aircraft, ships, hotels and ground transport, the distribution
of electricity (hotels), waste and water treatment (hotels), employee business travel with third-party airlines and rail, and employee
commuting. The current scope of the reported Scope 3 emissions therefore does not yet fulfil all the requirements of the Corporate
Value Chain (Scope 3) Accounting and Reporting Standard.
Sustainable aviation fuels (SAF) play a crucial role in reducing aviation emissions and are hence a key part of
our emission reduction roadmap to further improve airline carbon efficiency by 2030. TUI cooperates with a
number of partners to secure supplies of SAF. Examples include the signing of a Memorandum of Under-
standing with the Spanish energy company CEPSA. The partnership with CEPSA will focus on SAF fuels
generated from raw materials such as used cooking oils, non-food animal waste and biodegradable waste
from various industries. This will make it possible to reduce aircraft emissions by up to 80 % compared to
conventional jet fuel. An additional Memorandum of Understanding was signed with Shell.
In 2023, relative carbon emissions across our airlines decreased by 3.9 %. This improvement was largely due
to higher load factors versus 2022 and our ongoing re-fleeting programme to replace older aircraft by new,
more carbon-efficient aircraft.
Specific emissions are additionally shown in the form of CO2 equivalents (CO2e). Apart from carbon dioxide
(CO2), these 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).
TUI Airlines – Fuel consumption and CO 2 emissions
Specific fuel consumption
Carbon dioxide (CO2) – total
Carbon dioxide (CO2) – specific
* rpk=revenue passenger kilometer
2023
2022
Var. %
l / 100 rpk*
t
kg / 100 rpk*
2.43
4,218,553
6.11
2.52
4,053,745
6.36
– 3.9
+ 4.1
– 3.9
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
8 7
Energy usage by business area
MWh
Airlines
Cruises
Hotels
Major premises / shops
Ground transport
Total
2023
2022
Var. %
17,202,638
3,507,396
1,762,992
59,651
61,087
22,593,764
17,655,179
2,962,423
1,599,057
60,036
55,311
22,332,006
– 2.6
+ 18.4
+ 10.3
– 0.6
+ 10.4
+ 1.2
M O R E E F F I C I E N T F LY I N G
We already operate one of Europe’s most carbon-efficient airlines and aim to continually enhance our environ-
mental performance. Our airline emissions reduction targets by 2030 have been validated by the SBTi. Our
emission reduction roadmap for our aircraft fleet comprises the following measures: additional capex on
modern carbon-efficient aircraft, efficiency enhancement through operational measures and investments in
sustainable aircraft fuels (SAF).
In order to reduce emissions, TUI Group has invested in state-of-the-art aircraft such as Boeing 787s and
Boeing 737 Max aircraft. On average, these planes are 20 % (787) and 16 % (737 MAX) more fuel-efficient
than the aircraft they replace in TUI’s fleet.
Moreover, TUI fly Belgium added Embraer E195-E2 aircraft, highly efficient planes in the category of up to
150 seats, to its fleet. The aircraft will operate on short- and medium-haul routes and reduce the carbon
footprint by up to one third.
Environmental management systems and operational measures play a key role in implementing sustainability
and further enhancing TUI’s climate efficiency. In financial year 2023, all TUI airlines were certified under the
internationally recognised ISO 14001:2015 standard. All ISO 14001 management systems used by individual
TUI airlines were transferred to one single management system in the period under review. The following
examples illustrate the operational measures implemented to enhance efficiency:
• Flight operations, for instance single engine taxiing in and out, wind uplinks and optimised climb speeds
and profiles
• Weight reduction, for instance carbon brakes and fly away kit (spare parts and tools)
• Fight planning optimisation, for instance alternate distance and minimum fuel programme
• Fuel management system to improve fuel analysis, identification of further savings potential and tracking
of savings
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
2023
61.1
60.7
66.3
60
59.6
59.8
2022
63.6
62.2
70.7
64.4
59.8
66.4
Var. %
g CO 2e / rpk*
– 3.9
– 2.5
– 6.3
– 6.8
– 0.2
– 9.9
61.7
61.3
66.9
60.5
60.2
60.4
* rpk=Revenue Passenger Kilometre
We commissioned Verifavia to provide assurance on the carbon intensity metrics for financial year 2023 as shown in the above
table ‘TUI Airlines – CO 2 intensity’. The airline carbon data methodology document and the full assurance report are available
at www.tuigroup.com/en-en/responsibility/sustainability/reporting-downloads
M O R E S U S TA I N A B L E C R U I S I N G
We continue to focus on reducing the emissions of our cruise ships, delivering progress by investing in state-
of-the-art technology to reduce air emissions and in operational efficiency. Emission reduction roadmaps
were drawn up for TUI Cruises, Hapag-Lloyd Cruises and Marella Cruises as part of our submission of 2030
targets for validation by the SBTi. Key levers include investments in fleet modernisation and efficiency
enhancement with a focus on shore power, route optimisation, energy efficiency enhancement and switching
to alternative fuels.
TUI Cruises with its Mein Schiff and Hapag-Lloyd Cruises brands continues to operate a modern and tech-
nologically advanced fleet. The newbuilds in the fleet are equipped with state-of-the-art technologies to
minimise fuel consumption. A smart energy management system, efficient air conditioning, innovative lighting
controls and the use of exhaust heat from the engines contribute to a significant reduction in the carbon
footprint compared with vessels not equipped with those technologies.
In the period under review, essential steps were taken to reduce emissions generated by the Mein Schiff and
Hapag-Lloyd Cruises fleet. The Company will successively install the equipment required for shore power
connection on all ships of the Mein Schiff fleet. In the period under review, Mein Schiff 1 was retrofitted
during her scheduled dock period. Mein Schiff 2 and Mein Schiff 5 will follow in November 2023 and in
January 2024.
In summer 2023, both fleets successfully used shore power, e. g. in Kiel and Hamburg. During their scheduled
dock periods, both ships, Mein Schiff 1 (in FY 2023) and Mein Schiff 6 (in FY 2022), obtained a new silicone
coating to reduce resistance in the water so as to save fuel during the voyage.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
8 8
In the period under review, the Company also successfully completed the first tests on the use of sustainable
biofuels, with both Hanseatic Inspiration and Mein Schiff 4 successfully operating on biofuel blends on some
voyages. The second-generation biofuel, which was bunkered for the first time, is purely plant-based and
mainly consists of cooking oil residues. This fuel is virtually free from sulphur oxides and in its pure form
offers a CO2 reduction of up to 90 % compared to fossil fuels.
Thanks to new exhaust gas treatment systems operated on all new vessels, the newbuilds in the Mein Schiff
fleet also significantly reduce their sulphur and nitrogen emissions. Use of these advanced emission purification
systems goes beyond regulatory requirements. They are, for instance, not only used in the designated emission
control areas in the North and Baltic Seas, the English Channel and North America, but also in other regions
sailed by Mein Schiff such as the Mediterranean, the Orient, the Caribbean and Central America.
The Mein Schiff fleet is also setting another milestone for sustainable growth. Mein Schiff 7 is currently under
construction in the Meyer Turku shipyard in Finland. The focus is on compliance with high maritime environ-
mental standards by optimising the design in terms of energy efficiency and the use of modern technologies
to improve sustainability. The ship will feature equipment enabling her to run on green methanol in future.
She is scheduled for commissioning in 2024.
The expedition ships in the Hapag-Lloyd Cruises fleet exclusively use low-sulphur marine gas oil with a sulphur
content of 0.1 %. This reduces sulphur emissions from these vessels by up to 80 % and particulate and soot
emissions by up to 30 % versus the use of heavy fuel oil. All Hapag-Lloyd Cruises ships have tributyltin-free
underwater coatings, on-board seawater desalination systems to make drinking water and biological sewage
treatment systems for wastewater. Waste is separated on board prior to disposal on land by specialised
companies in accordance with international regulations (MARPOL).
In financial year 2023, relative CO2 emissions in the Cruises segment declined by around 24 %. This was due
to a significant increase in load factors, as the previous year’s figures were more strongly impacted by the
effects of the pandemic. The amount of waste per cruise passenger night decreased by around 23 % to 8 litres,
with freshwater consumption up by around 24 % to 46 litres. Our reporting covers all ships operating under
the Mein Schiff, Hapag-Lloyd Cruises. Marella and TUI River Cruises brands.
Cruises – Carbon intensity, fresh water and waste
Carbon dioxide (CO2) – relative, kg / Cruise passenger night
Fresh water – relative, litre / Cruise passenger night
Total water – litre / Cruise passenger night
Waste – relative, litre / Cruise passenger night
2023
2022
Var. %
101
46
301
8.2
132
37
321
10.6
– 23.7
+ 24.2
– 6.1
– 22.9
We continued to drive forward the use of photovoltaic systems in our hotels to promote sustainable power
generation. In cooperation with our joint venture partners RIU, Grupotel and Atlantica, 19 PV systems with an
output of almost 3,500 kWp were installed in Greece, Spain and the Cape Verde Islands in financial year 2023.
Our hotels made further inroads towards a better ecological footprint in terms of emissions, water consumption
and waste production. This is the result of continual measures to improve our environmental performance
alongside higher customer numbers and occupancy levels as the pandemic subsided.
E N V I R O N M E N TA L P R O T E C T I O N I N O U R H O T E L S
Our hotels and hotel partners continue to focus on promoting the sustainability transformation across their
operations. Each hotel plays an important role in managing the impacts on the local community, the economy
and the environment. Emission reductions remain our key priority, and we have prepared comprehensive
roadmaps and defined targets for 2030 for our Hotels & Resorts segment. These targets have been validated
by the SBTi.
Our hotel portfolio is still growing and many of our hotels use green technology in order to improve their
sustainability performance. The generation of renewable energies from solar and wind power is a key element
of the emission reduction roadmaps for our hotels, alongside efficiency measures delivered through hotel
refurbishment and standard-setting for new buildings.
Sustainable construction is an important tool for saving energy and cutting carbon emissions from hotels. In
the financial year under review, the Hotels & Resorts segment published Green Building Guidelines for the
first time. They provide specific recommendations to our own hotels and to our hotel partners for their
construction and refurbishment projects. The Guidelines cover the key factors for reducing the ecological
footprint of construction and refurbishment projects and paring back water and energy consumption. They
also cover aspects such as monitoring systems, sustainability certifications and stakeholder communication.
The Guidelines were reviewed by external experts from the Fraunhofer IAO Institute.
For more information on the topic, please refer to: TUI Green Building Guidelines (online version): https://mediacenter.tui-info.
com/onlinekataloge/index.php?catalog=tui_greenbuildingguideline_gj2023_f#page_1
Our TUI Global Hotel Awards 2023 placed a particular emphasis on sustainability. The award included categories
reflecting TUI’s Sustainability Agenda. The winners in these categories are selected by an external committee
based on pre-defined criteria. In 2023, TUI also granted an award for sustainability innovation. Atlantica
Hotels & Resorts was recognised for introducing new, sustainable technologies. Examples of this commitment
can be found on the Greek island of Rhodes, where the hotel company has invested in the latest solar panel
technology, e-mobility for electric cars and a water desalination plant.
Hotels – Carbon intensity, fresh water and waste
Carbon dioxide (CO 2) – relative kg / guest night
Fresh water – litre / guest night
Water2 – relative litre / guest night
Waste – relative kg / guest night
1 Previous year adjusted due to inclusion of refrigerant gases
2 Includes water for domestic, pool and irrigation purposes
2023
12.4
478
617
1.7
2022
13.8 1
494
652
1.9
Var. %
– 9.8
– 3.4
– 5.3
– 7.5
C I R C U L A R E C O N O M Y: R E D U C E , R E U S E , R E C Y C L E
One of our core Planet targets is to work towards a circular business model. The concept of a circular economy
is about how we generate, use and recycle products and services. The goal is to keep resources and materials
in the loop for as long as possible and prevent waste from arising in the first place.
TUI has entered into Circular Economy Commitments focused on changing the way we operate and use
resources. These commitments involve all areas of our business model. TUI cooperates with suppliers in
order to capture relevant information about their sustainability performance so as to track and measure
progress. As part of our efforts to become a circular business, we joined the Sustainable Transformation
Group on Circular Economy, coordinated by the Antwerp Management School and part of the Ellen MacArthur
Foundation community.
In the reporting period, for example, TUI’s cruise companies supported the circular economy and the careful
and sustainable use of resources. Examples include the refurbishment of the bar on board Mein Schiff 6,
where the focus was on sustainable design. The tables are made of 100 % recycled plastic or of the natural
material cork, and the carpeting is certified according to the Cradle-to-Cradle standard. Furniture no longer
used is donated to local aid organisations.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
8 9
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
9 0
Circular processes were also taken into account for the TUI Campus project, the redesigned corporate head-
quarters in Hanover: sustainable carpet tiles will reduce future material consumption, and much of the
furniture has been kept to avoid purchasing new items. Energy efficiency was an important factor in purchasing
new electrical equipment.
D E S T I N AT I O N C O - L A B
TUI Group, the TUI Care Foundation and the government of the Southern Aegean region have launched a
project called Destination Co-Lab Rhodes. Together with our partners are building the next-generation
sustainable business model for the tourism industry in Rhodes.
At TUI, we have worked hard for many years to reduce plastic items in our business operations and identify
alternatives. TUI Group is part of the Global Tourism Plastic Initiative and has signed up to the relevant
commitments. The implementation of the initiative is headed by the UN World Tourism Organisation (UNWTO)
and the United Nations’ Environmental Programme (UNEP) in cooperation with the Ellen MacArthur Foundation
and is supported by an advisory council of which TUI Group is a member. As part of these efforts, we are
committed to replacing all problematic and unnecessary plastic packaging by 2025 wherever possible.
The project has three strategic pillars: ‘Regenerate the natural environment’, ‘Strengthen social development
and cultural heritage’ and ‘Foster inclusive economic development in the tourism business model’. The goal
of the Co-Lab is to collaborate with the local tourism industry and international partners in developing
specific solutions and implementing them in Rhodes. Examples include the provision of 30 e-bikes and
20 cargo bikes for short journeys by staff while looking after our customers. This cut the number of cars
used from over 100 to 60.
P R O T E C T I N G B I O D I V E R S I T Y
We support the Nature Positive Vision for Travel and Tourism approach adopted by the World Travel & Tourism
Council (WTTC), promoting nature conservation in order to halt and reverse biodiversity loss by 2030. We
invest in the protection and restoration of nature in the destinations. Apart from our existing focus on animal
welfare in our supply chain, we intend to place further emphasis on biodiversity. To that end, we prepared a
first action plan in the period under review.
S U S TA I N A B L E R A I L T R A V E L
Following the positive experience gained in the Netherlands, TUI increasingly offers rail travel to provide
sustainable overnight trips to the holiday destinations. As a first step, the TUI City Express was launched for
city connections to Prague in July 2023, while the TUI Ski Express will connect the Netherlands and Germany
with the skiing regions in Austria from December 2023.
TUI audits its suppliers in accordance with animal welfare guidelines. We continue to carry out our checks,
which comply with the latest version of the ABTA (Global Animal Welfare Guidance for Animals in Tourism)
guidelines. Wherever possible, we work with suppliers to implement improvements. A number of tenders
have, however, been removed from our programme as they did not meet the required standards.
Progress – Accelerate the transformation
C O N T R I B U T I O N T O T H E S D G S
By leveraging our scale, we aim to increase the positive social and environmental impact of the holiday
experiences we offer. We strive to be sustainability leaders in everything we do. Together with our partners
we will help shape the next-generation sustainable business model for the tourism industry. In this way, we
can enable our customers to make sustainable holiday choices at every stage of the customer journey. Our
goal for 2030 is to have 20 million customers per year choosing a Green & Fair hotel or excursion that meets
the strict criteria of the Global Sustainable Tourism Council.
P R O M O T I N G C E R T I F I C AT I O N
TUI promotes social and environmental standards through certification. We expect our hotels and hotel
partners to obtain sustainability certification from independent organisations.1 This process involved a
third-party assessment to certify that the hotel complies with the criteria of the Global Sustainable Tourism
Council (GSTC) and hence engages in good social and environmental practice. The GSTC criteria are the estab-
lished global standard for sustainable tourism and cover four main aspects: effective sustainability planning,
maximising social and economic benefits for local communities, valuing cultural heritage, and reducing negative
impacts on the environment.
In financial year 2023, 10.5 m customers stayed in a contracted hotel2 certified to a GSTC-recognised standard,
compared with 7.9 m in 2022. The number of certified contracted hotels3 rose by ca. 32 % year-on-year to
1,481. This increase was attributable to the fact that many of our key hotel partners have obtained sustain-
ability certificates to honour their long-standing commitment.
Sustainability also plays a key role in our holiday experiences. To assess sustainability, we were one of the
first tourism companies to start applying the GSTC criteria to individual tours and activities within the TUI
Collection experiences in financial year 2022. In financial year 2022, 180 TUI Collection experiences were
certified according to these criteria. In financial year 2023, the process was extended to other excursion
categories such as National Geographic or Shorex. By the end of the financial year, a total of 1420 experiences
had been certified in accordance with the GSTC criteria. We offer these tours under the “Green & Fair” label.
1 TUI requirement for hotel partners with hotels offering more than 80 rooms and a TUI occupancy rate above 10 %.
2 Number of hotels includes TUI Hotels & Resorts and hotels TUI Group has a contract with and that are certified to a Global Sustainable
Tourism Council (GSTC) recognised standard. Methodology changes apply in F Y 23 to align with TUI’s F Y.
3 Number includes hotels TUI Group has a contract with, that are certified to a according to a GSTC-recognised standard and had a minimum
of 100 TUI guests in F Y 2023. TUI Hotels & Resorts that do not have a contract with TUI Group are excluded from this figure.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
Progress performance
Number of customers (millions) staying at hotels with certifications1
Number of hotels with certifications2
% of TUI Hotels & Resorts with certifications (variance in % points)
Number of certified TUI Collection excursions3
2023
10.5
1,481
75
1,420
2022
7.9
1,126
61
180
Var. %
+ 33.0
+ 31.5
+ 14
+ 688.9
1 Number of hotels includes TUI Hotels & Resorts and hotels TUI Group has a contract with and that are certified to a Global Sustainable
Tourism Council (GSTC) recognised standard. Methodology changes apply in F Y 23 to align with TUI’s F Y.
2 Number includes hotels TUI Group has a contract with, that are certified to a according to a GSTC-recognised standard and had a minimum
of 100 TUI guests in F Y 2023. TUI Hotels & Resorts that do not have a contract with TUI Group are excluded from this figure.
3 Certification in accordance with GSTC, process of certifying several excursion categories (e.g. TUI Collection, National Geographic) was
59 Business Review
commenced in F Y 2023.
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
I N V O LV I N G PA R T N E R S
We created TUIPartners.com to support our many partners (hotels; tour, activity and transport providers) in
their transformation towards more sustainable tourism. It offers them information and guidance on current
issues such as sustainability, health and workplace safety. The sustainability section of the platform serves
in particular to share knowledge, experience and information on various matters, including successful sustain-
ability certification.
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
G R E E N I T A W A R D
In 2023, TUI launched new awards to recognise the sustainability commitment of its more than 2,000 IT
partners and suppliers. Three award winners convinced the jury with innovative approaches to carbon and
energy savings and the promotion of global sustainability goals through technological solutions. Technology
is an integral part of TUI’s Sustainability Agenda.
M O R E S U S TA I N A B L E C U S T O M E R D E C I S I O N S
Our goal is to enable customers to make more sustainable holiday choices. In addition to anchoring sustain-
ability in our brand essence and providing a marketing toolkit on sustainability for our companies, we have
created a label to identify more sustainable products. The Green & Fair label provides guidance on the
booking website to make it easier for our customers to select and book holidays certified to GSTC criteria.
Our people
C O N T R I B U T I O N T O T H E S D G S
Our employees make a key contribution to TUI’s success. We aim to secure this success in the long run. In
the financial year under review, we focused on continuing our strategic initiatives as defined in our People
Strategy.
P E O P L E S T R AT E G Y
The world of work is continuing to undergo structural change. We offer hybrid working models in order to
give our employees and future talents greater flexibility about where and when they work. One example
of our flexible, hybrid working models is the TUI Campus, which opened in the financial year. Around
2,800 employees from eight TUI companies have been working under one roof at the Hanover site since the
Campus was inaugurated. The offices have been redesigned and co-working spaces have been created.
Moreover, employees increasingly attach importance to diversity, a sense of belonging and greater wellbeing.
TUI responds to these expectations in order to acquire and retain talent in a highly competitive labour market
and provide a positive employee experience.
Against this backdrop, we have developed our People Strategy. Our vision is to be Digital, Engaging and
Inclusive.
Digital: We use digital tools to ease the workload for our employees, promote innovation and enhance
efficiency.
Engaging: We invest in the development of employees and empower our executives.
Inclusive: We acknowledge difference and bring global and local teams together.
In order to implement our strategy, we have adopted a mission defining our relevant areas of action. Our
goal is to create a framework that empowers our employees to deliver their best performance and succeed
as one team.
9 1
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
9 2
People Strategy: areas of action
Simplification,
Harmonisation &
Focus
Enable
Best
Performance
In the period under review, the implementation of our single HR IT platform TUI People progressed further.
This far, the platform has been used to operate Recruiting, Learning, Talent Management, Reward and master
data administration. In the second quarter of the reporting period, the HR core system was rolled out to the
TUI Musement segment. For Germany, the launch is scheduled for the beginning of the new financial year.
We also continued to introduce new functions in TUI People and to expand our desktop assistant, which
offers our employees real-time step-by-step instructions for handling system functions.
Moreover, we rolled out the TUI eSafe to several companies in Germany during financial year 2023. This is an
electronic safe for employees to which we send documents such as payroll slips, wage tax statements, etc.
in digital form. The current utilisation rate of the TUI eSafe is around 91 %. Its successive global roll-out is
scheduled for the next few financial years.
Digital
Transformation
Diversity,
Equity &
Inclusion
So that we can measure our performance, we present relevant HR metrics in dashboards and make them
available to the operational units. Areas monitored by us include the global use of TUI WORKWIDE.
Enable
Growth
Positive
Employee
Experience
S I M P L I F I C AT I O N , H A R M O N I S AT I O N , F O C U S
Our HR activities must be aligned to the principles of simplification, harmonisation and focus. Processes are
being harmonised, standardised and transparently communicated across the globe so as to create synergies
and avoid duplication.
We have also realigned our internal HR structure to match that principle. In addition to the existing HR Business
Partner and HR Services structures, local teams were pooled in four global Centres of Expertise (CoEs) in the
reporting period, established for the fields of Reward, HR Systems & People Analytics, Talent Acquisition and
Talent Management & People Development. The goal of combining expertise in the cross-national CoEs is to
define and implement global processes and establish a uniform and standardised IT landscape.
D I G I TA L T R A N S F O R M AT I O N
Our People Strategy centres on the harmonisation and digitalisation of our HR systems. We are continually
expanding our digital HR solutions to facilitate data-based decision-making.
E N A B L E G R O W T H
In order to retain our employees and recruit new people in a challenging labour market, we have initiated a
range of measures to secure internal and external talent succession.
Our strategic focus includes succession planning and targeted career development. To ensure TUI’s ability to
act at any time and secure the availability of human resources for business-relevant functions and key positions,
succession planning and potential analysis are carried out on a regular basis. They extend to all members of
TUI’s Executive Board, all top management functions, executives and business-critical roles. Succession
planning takes account of short-, medium- and long-term changes and plays an essential role in the success
of the Company. In addition, succession planning reports are submitted to the Executive Board at regular
intervals.
In the completed financial year, we successfully introduced the first Group-wide Employer Value Proposition
(EVP). The EVP describes TUI’s identity as an employer and sums up its key strengths and USPs. It offers us
a research-based framework to retain and win our current employees and future talents and has a positive
impact on perceptions of TUI in the labour market. This is achieved via the employer branding measures
based on our EVP, which puts people first. Our EVP “Let’s TUI it” was initially introduced in-house to inform
our employees about the relevance of the topic, promote employee retention and encourage people to
recommend TUI as an employer. Subsequently, a number of initiatives were launched drawing on photographs
and video clips taken by employees to provide authentic insights into working at TUI. We initiated an Employer
Brand Ambassador programme, which forms the framework for all measures with which employees support
TUI’s employer branding. More than 200 employees have volunteered to take part.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The campaign has created a high level of awareness in online channels. In the first few weeks after the
launch, we reached out to an estimated 2.39 m people on LinkedIn. Our Employer Branding campaign has
been nominated for various international awards and has already received a number of prizes in various
countries.
As in the prior year, our career sites recorded nearly 1.5 m visits in the period under review. The number of
job applications declined slightly from 295,000 to around 293,000.
P O S I T I V E E M P L O Y E E E X P E R I E N C E
We want to create an environment where people like to work. With the launch of the TUI Way of Working, we
created the key conditions to achieve that goal. The TUI Way of Working is our joint vision for the future of
work at TUI and how to organise it globally and adjust it to local needs. We are seeking to create a culture of
trust, offering flexibility for our employees. The core statement of that vision is: work is what we live and do,
not where we go.
D I V E R S I T Y, E Q U I T Y & I N C L U S I O N
Our goal is to support and promote the wellbeing of our employees. We want them to feel accepted and
appreciated. This includes welcoming and leveraging diversity.
In the period under review, we developed our vision “Come as you are!”, defined the focus areas “People &
Culture”, “Leadership” and “Community” and agreed on specific measures to take.
People & Culture: Our goal is to recruit and promote the best talents worldwide in order to have a diverse
workforce.
Leadership: We create a work environment with trustworthy executives, where our employees are appreciated
and empowered to deliver their top performance.
Community: We enter into global and external partnerships enabling us to be perceived as a diverse and
inclusive brand, promoting diversity and inclusion beyond TUI.
TUI WORKWIDE is an innovative programme enabling people to work from abroad for up to 30 days per year.
In the financial year under review, around 1,260 employees participated in TUI WORKWIDE with an average
stay of 8 days.
We have forged additional external partnerships, like the one with Code Girls First. This collaboration aims
to enhance the appeal of data science for female and diverse professionals. We also promote the diversity
of internal networks with different interests, such as LGBTQI+ and Religion, within the framework of Diversity,
Equity & Inclusion.
We continued updating the new Employee Listening strategy. Our goal is to listen to our employees regularly,
measuring their commitment and growing it in a sustained manner. The new TUIgether+ survey methods will
facilitate a holistic approach to measuring and enhancing the employee experience. We focus on three different
survey types, each tailored to the specific needs of different groups of participants. Apart from global surveys
relating to engagement and other strategic topics, we also measure key moments in each employee’s life
cycle and use business insight surveys to obtain their feedback on certain topics such as transformation.
Based on the survey results, executives receive feedback on a regular basis to help them plan measures
at all levels.
At the end of August 2023, we rolled out our new TUIgether+ survey, again giving our employees the oppor-
tunity to provide feedback to their employer. The goal of the employee survey is to capture the sentiment
within TUI Group and transform the survey results into measures. The survey was open until the end of the
period under review. It will be evaluated from the beginning of the new financial year.
Diversity-related content has been shared on TUI’s Intranet, in the TUI Learning Lounge and in our leadership
programmes. Throughout the year, we also took part in various key events and special dates such as
International Women’s Day and Pride Month.
In aviation our vision “Come as you are!” was the springboard for a new Uniform Policy, allowing our employees
more flexibility in their choice of look and clothing.
With TUI’s Global Employment Statement and as a signatory to the UN Global Compact, we have made clear
commitments: We do not accept any discrimination based on nationality or ethnicity, sex, gender identity,
sexual orientation, marital status, religion, world view, disability, age or social origin. Decisions about hiring,
salary, benefits, training opportunities, work assignments, advancement, discipline and termination must be
based solely on objective grounds.
9 3
In financial year 2023 we monitored a number of diversity-related indicators. The proportion of women in
the overall headcount matched the prior year’s level at around 56 %. The proportion of women in manage-
rial functions increased year-on-year by four percentage points. The proportion of women on the Senior
Leadership Team remained constant.
Proportion of women in managerial positions
in %
30 Sep 2023
30 Sep 2022
Target 2023
TUI Group Proportion of Women in Leadership 2019 – 2023
TUI AG
Supervisory Board
Executive Board
in %
45
1 woman
45
1 woman
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
33
29
20
28
27
17
29
29
17
14
30
42
33
39
41
42
0
0
38
21
24
33
33
35
43
25
0
0
41
30
at least
1 woman
25
30
30
25
30
40
30
20
30
40
36
33
27
33
29
26
40
35
30
25
20
15
2019
2020
2021
2022
2023
Proportion of Women in Management
Senior Leadership Team
Executive Board
For Germany (TUI AG, TUI Deutschland, TUI fly), targets covering the period to 2023 had been fixed in financial
year 2020 under a voluntary commitment adopted in accordance with the statutory provisions of the
German Stock Corporation Act (AktG) and the German Limited Liability Companies Act (GmbHG). TUI
Deutschland GmbH achieved all its targets for 2023. TUI AG met three of the four targets it had set itself and
managed to increase the proportion of women in the second tier of management by six percentage points.
TUI fly did not achieve all of the targets set.
The new targets 2026 will be set by the relevant committees in autumn 2023.
See declaration in the Corporate Governance Report on page 130.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
9 4
Personnel by region* (30 SEPTEMBER 2023)
Age structure (30 SEPTEMBER 2023)
in %
TUI GROUP
65,413
(61,091)
6,112
(4,759)
13,839
(12,731)
11,671
(10,463)
7,154
(7,060)
NORTH AND
SOUTH AMERIC A
GREAT BRITAIN
GERMANY
OTHER
EUROPE
In brackets: previous year
TUI Group
%
5 (7)
up to 20 years
20 (18)
more than 50 years
23 (22)
41 – 50 years
26 (27)
21 – 30 years
26 (26)
31 – 40 years
16,251
(16,252)
OTHER
REGIONS
SPAIN
10,386
(9,826)
* By domicile of company
In brackets: previous year
Average company affiliation (30 SEPTEMBER 2023)
in %
TUI Group
3 (3)
more than 30 years
58 (60)
up to 5 years
%
9 (9)
21 – 30 years
13 (12)
6 – 10 years
17 (16)
11 – 20 years
In brackets: previous year
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
9 5
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
Employment structure (30 SEPTEMBER 2023)
65,413 (61,091)
Employees
56 % (56 %)
44 % (44 %)
Female
Male
33 % (29 %)
67 % (71 %)
Females in managerial
positions
Males in managerial
positions
16 % (16 %)
84 % (84 %)
In part-time
In full-time
32 % (35 %)
68 % (65 %)
Fixed-term & seasonal
employment contract
Permanent contract
CORPORATE GOVERNANCE
In brackets: previous year
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
9 6
E N A B L E B E S T P E R F O R M A N C E
In order to be successful together at TUI, we are seeking to empower our employees to deliver their top
performance. We are supporting our executives and promoting dialogue between managers and employees.
In the financial year under review, we revised our feedback and target agreement process Great Place to
Grow, placing the focus on continuous development targets and extended feedback. Four target categories
were defined: Transformation; Growth, Profitability & Cash Generation; Employee & Customer Engagement;
ESG / Sustainability. Great Place to Grow ensures regular dialogue between executives and employees to
discuss development targets and performance.
Depending on their development targets, our employees can choose from a broad range of development and
learning formats. Overall, the active users of our learning platform TUI People completed, similar to prior
year, an average of more than two hours of training per month in financial year 2023. We also offered a range
of programmes in the TUI Learning Lounge, such as the Sustainability Academy.
Our program for:ward focuses on further training in the IT sector and was continued in financial year 2023
with a third cohort. A total of 23 employees participated in this cohort.
Our executives have access to various development programmes. How2 is our global four-month programme
conveying key leadership fundamentals to new executives starting their leadership role. In financial year
2023, 373 employees from across TUI Group completed the programme. The number of participants last
year was 194. We also resumed our leadership programmes Horizons and Perspectives after they had been
suspended due to the pandemic. A total of 46 executives were selected to take part – 20 participants for the
Horizons programme and 26 for Perspectives. The focus was on leadership skills for global teams as well as
strategy communication and implementation.
Our International Graduate Programme was reactivated after the end of the pandemic in financial year 2023.
The two-year programme familiarises participants with commercial and head office functions within TUI.
O U T L O O K
Our People Strategy is our targeted, strategic approach to promoting strong leadership and supporting the
development of our employees. We consistently pursue the strategy of a Group-wide core HR system. To
facilitate data-based decision-making, we are continually expanding and harmonising our digital systems. A
key focus is on Diversity, Equity & Inclusion (DEI) and the launch and implementation of a global DEI strategy,
covering many different aspects of diversity.
E M P L O Y E E R E P R E S E N TAT I V E S
TUI Group historically features a strong co-determination landscape. It embraces the Supervisory Board at
corporate level, the Group Works Council at Group level and many local works councils at company level.
In the period under review, many topics were jointly updated, continued or initiated in constructive talks. The
focus was on the revision of the feedback and target agreement process Great Place to Grow, the introduction
of TUIgether+ and our digitalisation projects, including the implementation of our single core HR system in
TUI People.
At the European level, the TUI Europe Forum as an information and consultation body represents the interests
of employees working in companies outside Germany and thus plays an important role as a facilitator and
integrator in the European framework. With the joint revision of the basic agreement about the composition,
tasks and rights of the TUI Europe Forum, TUI’s Executive Board has endorsed the effective involvement of
European employees to ensure that harmonisation and transformation programmes within the Group are
effected on the basis of socially acceptable solutions.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
E M P L O Y E E H E A LT H
TUI promotes the physical and mental health of all employees. The Group-wide body of health officers
regularly deals with best practices, ongoing projects and the plans presented to it for health-promoting
activities. Against the backdrop of global challenges, especially in relation to mental health, an even stronger
focus will be placed in future on aligning activities to common targets and establishing stringent processes.
H O T E L S & R E S O R T S
Due to an increase in business operations at Hotels & Resorts, the headcount grew by a total of 5.1 % from
27,234 to 28,621. Robinson recorded a 2.7 % increase in staff numbers from 5,141 to 5,278. The headcount
numbers reported by TUI Blue remained basically flat year-on-year. Riu recorded a growth in staff numbers
by 11.9 % from 12,691 to 14,195, driven by an increase in occupancy. Northern Hotels reported a slight decrease
in the headcount.
In the course of the year, health-promoting activities and presentations were offered across the Group.
While some of the offerings, such as the company sports programmes in Germany, were resumed
post-COVID-19, digital alternatives continue to complement the range of activities on offer.
C R U I S E S
The headcount in the Cruises segment increased slightly year-on-year by 1.4 % to 73.
E M P L O Y E E I N D I C AT O R S
As at 30 September 2023, staff numbers had increased by 7.1 % to 65,413. The expansion of business
operations following the COVID-19 pandemic resulted in a significant increase in overall staff numbers. Due
to the re-segmentation of Future Markets from All other segments to the segments Central Region and
TUI Musement in financial year 2023, previous year’s figures have been adjusted.
Personnel by segment
Hotels & Resorts
Cruises*
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
TUI Group
30 Sep 2023
30 Sep 2022
adjusted
Var. %
28,621
73
10,484
39,178
11,031
7,266
5,519
23,816
2,419
65,413
27,234
72
9,061
36,367
10,423
7,120
5,141
22,684
2,040
61,091
+ 5.1
+ 1.4
+ 15.7
+ 7.7
+ 5.8
+ 2.1
+ 7.4
+ 5.0
+ 18.6
+ 7.1
* Excludes TUI Cruises (JV ) employees. Cruises employees are primarily hired by external crew management agencies.
T U I M U S E M E N T
In financial year 2023, the headcount in TUI Musement rose by 15.7 % from 9,061 to 10,484. The increase was
driven by the growing business in destinations such as Spain, Greece, and North and South America.
N O R T H E R N R E G I O N
Northern Region recorded a year-on-year headcount increase of 5.8 % from 10,423 to 11,031. In the UK, staff
numbers in the Retail, Tour Operator and Airline sectors rose by 5.6 % year-on-year from 9,666 to 10,207. In
the Nordics, staff numbers in Tour Operator and Airline grew by a total of 8.9 % from 757 to 824.
C E N T R A L R E G I O N
In Central Region, the headcount grew by 2.1 % year-on-year from 7,120 to 7,266. In Germany, staff numbers
were more or less flat year-on-year at 5,521. In Austria, staff numbers rose slightly by 7.3 % from 464 to 498.
In Switzerland, the headcount increased slightly by 1.9 % from 366 to 373. In Poland, the headcount grew by
13.2 % from 720 to 815. Future Markets recorded a decline in its headcount.
W E S T E R N R E G I O N
The headcount in Western Region increase by 7.4 % year-on-year from 5,141 to 5,519. This was driven by
higher staff numbers in the Retail and Tour Operator sectors in Belgium and the Netherlands. The number
of employees in the Airline sector in the Netherlands rose by 10.9 % from 750 to 832. In France, staff numbers
grew by 17.6 % from 636 to 748.
A L L O T H E R S E G M E N T S
Overall staff numbers rose by 18.6 % year-on-year from 2,040 to 2,419. The number of employees working
for Head Office functions increased by 18.7 % from 1,079 to 1,281, including 262 employees working for
TUI AG. The headcount in IT rose by 18.4 % year-on-year from 961 to 1,138.
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
9 7
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Personnel costs
€ million
Wages and salaries
Social security contributions
Pension costs
Total
2023
2022
Var. %
1,954.6
294.9
108.8
2,358.3
1,732.3
300.4
109.2
2,141.9
+ 12.8
– 1.8
– 0.4
+ 10.1
In the period under review, TUI Group’s personnel costs increased from € 2.1 bn to € 2.4 bn year-on-year. The
year-on-year increase in wages and salaries and social security contributions in financial year 2023 mainly
results from the 11.4 % growth in average staff numbers.
For further details, please refer to page 212.
The pay package offered by TUI Group consists of various components, reflecting the framework conditions
in different countries and companies and the appropriateness of compensation and customary market rates.
Depending on the function concerned, a fixed salary may go hand in hand with variable components,
honouring individual performance and promoting the sustainable participation of employees in the Company’s
long-term targets. In addition, the Senior Leadership Team can participate in a long-term share-based
compensation programme based on the allocation of virtual shares.
Our integrated business model allows us to accompany our guests through the entire travel experience from
booking, arrival, hotel stay and cruise to local activities and excursions – digitally and personally. The digital
travel experience is complemented by the personal support of our employees, which our guests experience
in our travel agencies, aircraft and hotels, on our ships and in the destination.
The travel experience is about relaxing and winding down, or discovering and exploring something new.
However, the travel experience can also entail a wide range of risks. As far as possible, our activities aim to
minimise these risks for customers and employees. The business takes a risk based approach to prevent
intentional risks to the well-being of our customers, such as crime or terror (Security) and offer all customers
a travel experience within the most security and safety, even in relation to unintentional risks (Health &
Safety), for all services booked in the framework of their trips (e. g. flight, transfer to the hotel, hotel stay
and excursions). TUI continually monitors and analyses safety-critical developments in destinations and
discusses response measures with the markets and other involved business areas.
S A F E T Y
Throughout this financial year, Group Safety & Risk have continued to oversee and deliver our safety manage-
ment programme, supporting the Group’s businesses with a resumption to normal operations after the
COVID 19-pandemic and the delivery of strategic growth plans.
The Safety & Risk team’s focus is on the principal safety risks associated with accommodation, transfers,
excursions, activities and tours supporting our tour operators in the source markets, TUI Musement and TUI
Hotels & Resorts.
Many TUI Group companies offer their employees pension schemes in the form of direct benefits or through
an occupational providence fund, or else by paying in additional employer contributions to pension insurance,
in some cases beyond the statutory minimum required. In Germany, collective contracts have been concluded
with an insurance undertaking in order to meet the legal entitlement to deferred compensation.
In addition to the continuous monitoring approach of key risk areas taken in TUI Hotels & Resorts, TUI have
conducted multiple safety assessments across our third-party providers using a multi-layered assessment
approach.
Customer experience, security & safety and crisis management*
We place our guests and their individual wishes and needs at the center of our organisation in order to offer
them differentiated and consistent experiences. In this way, we aim to increase customer loyalty and tap into
new customer segments, as satisfied guests are a decisive factor for the TUI Group’s long-term growth. Our
goal is to continuously adapt the customer experience to individual needs and to further personalise it. The
more flexible and personalised design of our products and services is supported by the expansion of our
product portfolio and our digital platform.
* As part of social matters
The continued development of our data-led, risk-based approach to Safety Risk Management with third
party hoteliers is increasing our operational efficiency and enabling an improved approach to safety risk
management. This approach includes the use of data sharing portals, in partnership with several technical
safety specialist providers conducting safety monitoring / management programs with hoteliers globally.
Group Safety & Risk continues to support the strategic direction of the business and ensuring that TUI
remains a brand that can be trusted.
9 8
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
S E C U R I T Y
Following the review of security activities in 2022, recruitment of a new Head of Global Security lead and
Intelligence lead was completed in February 2023. Since March 2023 the function has worked to complete a
discovery phase, reviewing the whole security operation. This culminated with the creation of a new six pillar
strategy that not only is completely in accord with TUI Safety, but also reflects TUI today and its risk based
approach to SHS services and engagement.
This new strategy will be delivered in two stages over three years, the first 18 months will be the creation of,
or amendment to manuals, policies and guidelines related to our security specialisms. All infrastructure will
be made available to all via TUI partners and we will seek ISO9001 accreditation to officially cement our
expertise. Strategic delivery is via a cyclical security system and this approach has been presented to various
elements of the business during operational activities and presentations.
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. Regular update
calls between Group function and business areas take place on a weekly or monthly basis, depending on the
area, and are established to share strategic and operational topics including best practice. Data is aggregated
and analysed, the frame works ascertain when guests and / or employees are affected and what support or
actions at what moment is need.
Experienced crisis managers work within a team to cover areas such as customer, commercial, 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.
The Group wide crisis management system software for monitoring, escalation and managing of day-to-day
incidents gives the ability to work individually within our businesses or together as a group when needed.
Anti-corruption and anti-bribery
Details of TUI Group’s anti-corruption and anti-bribery measures are presented in the Corporate Governance section on Integ-
rity & Compliance from page 154 in this Report.
Disclosures under the EU Taxonomy Regulation (EU) 2020 / 852
Pursuant to Article 8 of the Regulation (EU) 2020 / 852 of 18 June 2020 on the Establishment of a Framework
to Facilitate Sustainable Investment, TUI AG is publishing its report in accordance with the Taxonomy Regulation.
Compared with 2022, an extended reporting obligation applies for financial year 2023. Undertakings have to
disclose information on the proportion of turnover, capital expenditure and operating expenditure as defined
in the EU Regulation that is associated with economic activities described in EU Regulations and Delegated
Acts and hence taxonomy-eligible. In addition, undertakings have to disclose information on the degree to
which these KPIs qualify as environmentally sustainable or taxonomy-aligned under Articles 3 and 9 of the
Taxonomy Regulation.
Environmental sustainability is analysed on the basis of technical screening criteria for the following six
environmental objectives:
• Climate change mitigation,
• Climate change adaptation,
• The sustainable use and protection of water and marine resources,
• The transition to a circular economy,
• Pollution prevention and control,
• The protection and restoration of biodiversity and ecosystems.
An economic activity qualifies as environmentally sustainable or taxonomy-aligned if it demonstrably makes
a substantial contribution to one of the six environmental objectives while doing no significant harm to any
of the remaining environmental objectives. The economic activity also has to meet minimum standards on
human rights as well as social and labour standards, anti-corruption, fair competition and taxation.
The regulations on the EU Taxonomy are still under development. TUI has a financial year which ends at
30 September. Accordingly, for financial year 2023, economic activities defined by regulations only related to
the environmental objectives of climate change mitigation and climate change adaptation. As of 1 January 2024,
additional economic activities will also be defined for other environmental objectives. Furthermore, technical
screening criteria for economic activities already defined will be adjusted. These regulations did not apply in
financial year 2023. Due to the larger number of defined economic activities, generally taxonomy-eligible
revenue, capital expenditure and operating expenditure are expected to increase from financial year 2024.
Moreover, some of the terms and definitions used in the EU Taxonomy regulations are still unclear in terms
of their meaning and interpretation. To clarify these terms, the EU regularly publishes statements (FAQs).
Due to this unclarity and the changes in regulations, TUI faces the risk of facing a different future interpretation
of these indicators and having to change its reporting accordingly. In its reporting as at 30 September 2023,
TUI reflects the status of the FAQs as at 20 October 2023.
9 9
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
10 0
D E T E R M I N AT I O N O F G E N E R A L LY TA X O N O M Y- E L I G I B L E E C O N O M I C A C T I V I T I E S
As a first step, TUI analysed its economic activities, taking into account both activities generating external
turnover and activities serving the Company’s own needs. TUI’s main activities, flight operation and the
delivery of accommodation services in hotels, are not currently listed in the EU Taxonomy. Therefore, only a
small portion of the indicators mentioned above related to taxonomy-eligible activities in the period under
review. TUI does not report any economic activities serving the environmental objective of climate change
adaptation.
The second step was to determine indicators relating to these economic activities. Where an indicator relates
to several activities at once, it was broken down based on appropriated indicator, usually based on the direct
costs incurred for the activity in question. The reported numbers only include the turnover, capital expenditure
and operating expenditure of companies fully included in the consolidated financial statements.
C H E C K I N G T E C H N I C A L S C R E E N I N G C R I T E R I A
Compliance with the relevant technical screening criteria is determined on the basis of queries to the respective
Group companies or by means of a screening based on higher-level processes and within the framework of
national or EU regulations. Where it was not possible to check compliance with technical screening criteria
for lack of data or evidence and the economic activity concerned is not material for TUI, no screening was
carried out and the economic activity was classified as non-compliant with the taxonomy according to the
Comission Notice C / 2023 / 305 dated 20 October 2023 No. 13. The results are described in the following
sections on revenue, capital expenditure and operating expenditure.
C H E C K I N G M I N I M U M P R O T E C T I O N C R I T E R I A
TUI ensures compliance with the minimum protection criteria through Group-wide policies, training pro-
grammes, codes of conduct and risk management systems, which also cover our suppliers and the impact of
the services we provide. With regard to compliance with human rights, we refer to the Non-Financial Group
Declaration. Regarding anti-corruption and fair competition, we refer to the Corporate Governance Report.
TUI has also implemented a tax strategy aiming to ensure taxation in line with our business, preventing
aggressive or artificial tax planning, ensuring cooperation with local tax authorities and centrally managing and
reviewing tax risks. In this context, please refer to the publication of our tax strategy at Our Tax Strategy and
Governance (tuigroup.com). At the reporting date, no relevant litigation was pending in this context.
R E V E N U E
Total revenue is the revenue determined in accordance with international accounting standards and carried
as revenue in the Notes. In the TUI Musement segment, customer transport in the destination, e. g. in the
framework of excursions or transfers from the airport to the hotel, was allocated to economic activity 6.3
“Urban and suburban transport, road passenger transport”. The revenue numbers were taken from our internal
reporting system. Where this revenue also related to other economic activities, e. g. in the case of excursions
involving not only transport but also guided tours, it was allocated on the basis of direct costs of the respective
economic activity. Revenue from coach transport services provided by third parties is only recognised if this
revenue meets the definitions of international accounting standards and if TUI controls the underlying pro-
cesses. The revenue generated in the Cruises segment is allocated to economic activity 6.11 “Sea and coastal
passenger water transport”. Revenue in the Northern Region segment includes revenue from economic
activity 6.7 “Inland passenger water transport”. The revenue is regularly generated from sales of package
tours consisting, for example, of a flight, transport to the destination and overnight accommodation on a
ship. For the purposes of the EU Taxonomy, these revenues are broken down in line with the direct costs of
the respective economic activity so as to determine the revenue attributable to passenger transport by ship.
As TUI’s key economic activities currently do not fall under the EU Taxonomy, taxonomy-eligible revenue
only accounts for 3.0 % (previous year 2.0 %) of total revenue. In addition, technical screening criteria relate
partially to regulations exclusively applicable in the EU or to ship newbuilds so that taxonomy-aligned revenues
could not be identified.
C A P I TA L E X P E N D I T U R E
Capital expenditure summarises the additions to the relevant assets mentioned in the Notes in the sections
“Goodwill”, “Other intangible assets”, “Property, plant and equipment” and “Rights of use”. In financial year
2023, there were no additions from mergers.
Total capital expenditure of € 974.8 m is broken down as follows for financial year 2023:
Other intangible assets
Property, plant and equipment
Right of use assets
€ 180.9 m
€ 483.3 m
€ 310.6 m
As a rule, capital expenditure is allocated to individual economic activities on the basis of our internal project
controlling. Alongside the economic activities already mentioned in the Revenue section, capital expenditure
are particularly attributable to economic activities in connection with the construction and renovation of
buildings in the Hotels & Resorts segment, as well as the installation of renewable energy technologies.
Overall, taxonomy-eligible capital expenditure accounts for 44.7 % (previous year 31.0 %) of total capital
expenditure. The increase year on year is mainly related to the addition of one cruise ship. Due to the lack
of well-founded threshold values for hotels and administrative buildings and unclear transferability of tech-
nical screening criteria based on EU regulations to non-EU countries, taxonomy-aligned capital expenditure
accounts for a very low proportion at under 1 %.
O P E R AT I N G E X P E N D I T U R E
TUI’s operating expenditure includes building renovation measures, short-term lease, maintenance and repair,
and any other direct expenditures relating to the day-to-day servicing of assets of property, plant and
equipment, other intangible assets and right of use assets. Where necessary, operating expenditure is
allocated to an economic activity on a cost basis. The review of the taxonomy eligibility and alignment of
operating expenditure follows the review of the respective property, plant and equipment, other intangible
assets or right-of-use assets to which they can be allocated. Taxonomy-eligible operating expenditure thus
accounts for 25.1 % (previous year 25.0 %) of total operating expenditure.
Revenue 2023
Substantial contribution criteria
DNSH (‘Does not significant harm’)
)
2
(
e
d
o
C
)
3
(
e
u
n
e
v
e
R
n
o
i
l
l
i
m
€
n
i
)
4
(
3
2
0
2
e
u
n
e
v
e
r
f
o
n
o
i
t
r
o
p
o
r
P
%
n
i
e
g
n
a
h
c
e
t
a
m
i
l
C
)
5
(
n
o
i
t
a
g
i
t
i
m
%
n
i
e
g
n
a
h
c
e
t
a
m
i
l
C
)
6
(
n
o
i
t
p
a
d
a
%
n
i
e
g
n
a
h
c
e
t
a
m
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l
C
)
7
(
n
o
i
t
a
g
i
t
i
m
o
N
/
s
e
Y
e
g
n
a
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c
e
t
a
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i
l
C
)
8
(
n
o
i
t
p
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d
a
o
N
/
s
e
Y
e
n
i
r
a
m
d
n
a
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e
t
a
W
)
9
(
s
e
c
r
u
o
s
e
r
o
N
/
s
e
Y
)
0
1
(
y
m
o
n
o
c
e
l
r
a
u
c
r
i
C
o
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/
s
e
Y
)
1
1
(
n
o
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l
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o
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/
s
e
Y
d
n
a
y
t
i
s
r
e
v
d
o
B
i
i
)
2
1
(
s
m
e
t
s
y
s
o
c
e
o
N
/
s
e
Y
)
3
1
(
s
d
r
a
u
g
e
f
a
s
o
N
/
s
e
Y
m
u
m
n
M
i
i
-
y
m
o
n
o
x
a
t
f
o
n
o
i
t
r
o
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-
y
m
o
n
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x
a
t
r
o
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e
n
g
i
l
a
2
2
0
2
,
r
e
v
o
n
r
u
t
l
e
b
g
i
i
l
e
g
n
i
l
b
a
n
e
(
y
r
o
g
e
t
a
C
)
5
1
(
)
y
t
i
v
i
t
c
a
o
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/
s
e
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l
a
n
o
i
t
i
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r
t
(
y
r
o
g
e
t
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C
)
6
1
(
)
y
t
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v
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a
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/
s
e
Y
)
4
1
(
%
n
i
Economic activities (1)
A. Taxonomy-eligible activities
A.1. Environmentally sustainable activities
(taxonomy-aligned)
Revenues environmentally sustainable activities
(taxonomy-aligned) (A.1)
Thereof enabling activities
Thereof transitional activities
A.2. Taxonomy-eligible but not environmentally
sustainable activities (not taxonomy-aligned)
Urban and suburban transport, road passenger
transport
Inland passenger water transport
Sea and coastal passenger water transport
Revenues taxonomy-eligible but not environmentally
sustainable activities (non-taxonomy-aligned
activities) (A.2)
A. Revenues of taxonomy-eligible activities (A.1+A.2)
B. Taxonomy-non-eligible activities
Revenue from taxonomy-non-eligible activities
Total
CCM 6.3
CCM 6.7
CCM 6.11
0.0
0.0
0.0
123.8
26.2
477.8
627.8
627.8
0.0
0.0
0.0
0.6
0.1
2.3
3.0
3.0
20,038.1
20,665.9
97.0
100.0
0.0
0.0
0.0
0.0
0.0
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
3.0
3.0
0.0
0.0
2.0
2.0
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
1 0 1
Capital Expenditure (CapEx) 2023
Substantial contribution criteria
DNSH (‘Does not significantly harm’)
n
o
i
l
l
i
m
€
n
i
)
3
(
x
E
p
a
C
f
o
n
o
i
t
r
o
p
o
r
P
)
4
(
x
E
p
a
C
%
n
i
e
g
n
a
h
c
e
t
a
m
i
l
C
)
5
(
n
o
i
t
a
g
i
t
i
m
%
n
i
e
g
n
a
h
c
e
t
a
m
i
l
C
)
6
(
n
o
i
t
p
a
d
a
%
n
i
e
g
n
a
h
c
e
t
a
m
i
l
C
)
7
(
n
o
i
t
a
g
i
t
i
m
o
N
/
s
e
Y
e
g
n
a
h
c
e
t
a
m
i
l
C
)
8
(
n
o
i
t
p
a
d
a
o
N
/
s
e
Y
)
2
(
e
d
o
C
e
n
i
r
a
m
d
n
a
r
e
t
a
W
)
9
(
s
e
c
r
u
o
s
e
r
o
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)
0
1
(
y
m
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l
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u
c
r
i
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/
s
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Y
)
1
1
(
n
o
i
t
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l
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s
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Y
d
n
a
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)
2
1
(
s
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/
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)
3
1
(
s
d
r
a
u
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f
a
s
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N
/
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Y
m
u
m
n
M
i
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)
4
1
(
2
2
0
2
,
x
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p
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b
g
l
i
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e
-
y
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-
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n
g
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a
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n
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(
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5
1
(
)
y
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l
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t
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t
(
y
r
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g
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)
6
1
(
)
y
t
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i
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a
o
N
/
s
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Y
%
n
i
Economic activities (1)
A. Taxonomy-eligible activities
A.1. Environmentally sustainable activities
(taxonomy-aligned)
Installation, maintenance and repair of renewable
energy technologies
CapEx environmentally sustainable activities
( taxonomy-aligned) (A.1)
Thereof enabling activities
Thereof transitional activities
A.2. Taxonomy-eligible but not environmentally
sustainable activities (not taxonomy-aligned)
Urban and suburban transport, road passenger
transport
Sea and coastal passenger water transport
Construction of new buildings
Renovation of existing buildings
Installation, maintenance and repair of renewable
energy technologies
CapEx taxonomy-eligible but not environmentally
sustainable activities (non-taxonomy-aligned
activities) (A.2)
A. CapEx taxonomy-eligible activities (A.1+A.2)
B. Taxonomy-non-eligible activities
Capital expenditures on taxonomy-non-eligible activities
Total
CCM 7.6
2.2
2.2
2.2
0.0
CCM 6.3
CCM 6.11
CCM 7.1
CCM 7.2
7.1
226.5
62.3
136.4
CCM 7.6
1.3
433.6
435.8
539.1
974.9
0.2
0.2
0.2
0.0
0.7
23.2
6.4
14.0
0.1
44.5
44.7
55.3
100.0
100
0.0
0.0
0.0
–
0.0
0.0
Yes
Yes
N / A
N / A
N / A
N / A
Yes
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
100
100
–
–
E
E
N / A
N / A
N / A
N / A
31.0
31.0
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
1 0 2
Operating expenditures (OpEx) 2023
Substantial contribution criteria
DNSH (‘Does not significantly harm’)
n
o
i
l
l
i
m
€
n
i
)
3
(
x
E
p
O
f
o
n
o
i
t
r
o
p
o
r
P
)
4
(
x
E
p
O
%
n
i
e
g
n
a
h
c
e
t
a
m
i
l
C
)
5
(
n
o
i
t
a
g
i
t
i
m
%
n
i
e
g
n
a
h
c
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t
a
m
i
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C
)
6
(
n
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p
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d
a
%
n
i
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g
n
a
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c
e
t
a
m
i
l
C
)
7
(
n
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i
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t
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N
/
s
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Y
e
g
n
a
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c
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t
a
m
i
l
C
)
8
(
n
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i
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p
a
d
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o
N
/
s
e
Y
)
2
(
e
d
o
C
e
n
i
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a
m
d
n
a
r
e
t
a
W
)
9
(
s
e
c
r
u
o
s
e
r
o
N
/
s
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Y
)
0
1
(
y
m
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N
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1
1
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Y
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B
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2
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(
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)
3
1
(
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1
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2
,
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-
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P
-
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e
n
g
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a
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n
i
l
b
a
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e
(
y
r
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g
e
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)
5
1
(
)
y
t
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N
/
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Y
l
a
n
o
i
t
i
s
n
a
r
t
(
y
r
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g
e
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)
6
1
(
)
y
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t
c
a
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N
/
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Y
%
n
i
Economic activities (1)
A. Taxonomy-eligible activities
A.1. Environmentally sustainable activities
(taxonomy-aligned)
OpEx environmentally sustainable activities
(taxonomy-aligned) (A.1)
Thereof enabling activities
Thereof transitional activities
A.2. Taxonomy-eligible but not environmentally
sustainable activities (not taxonomy-aligned)
Urban and suburban transport, road passenger
transport
Sea and coastal passenger water transport
Renovation of existing buildings
Data processing, hosting and related activities
OpEx taxonomy-eligible but not environmentally
sustainable activities (non-taxonomy-aligned
activities) (A.2)
A. OpEx taxonomy-eligible activities (A.1+A.2)
B. Taxonomy-non-eligible activities
Operating expenditures for taxonomy-non-eligible
activities
Total
CCM 6.3
CCM 6.11
CCM 7.2
CCM 8.1
0.0
0.0
0.0
11.2
48.1
110.7
4.0
174.0
174.0
0.0
0.0
0.0
1.6
6.9
16.0
0.6
25.1
25.1
518.1
692.1
74.9
100.0
0.0
0.0
0.0
0.0
0.0
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
N / A
25.0
25.0
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
1 0 3
Annual financial Statements of TUI 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 German Unternehmensregister (www.unternehmensregister.de). The annual financial statements have
been made permanently available on the Internet at www.tuigroup.com.
In the present Annual Report, the Management Report of 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 increase in revenue in financial year 2023 resulted mainly from a higher income from licence fees with
subsidiaries. Other operating income in the period under review was characterised in particular by the reversal
of impairments on receivables and income from intra-Group cost transfers. This income was offset by expenses
for intercompany charging of service costs to TUI AG, carried in Other operating expenses. The year-on-year
decline in Other operating expenses was partly driven by lower income from the reversal of provisions and
significantly lower income from write-ups on investments and lower income from exchange gains. On the
other hand, expenses were incurred for exchange losses, carried in Other operating expenses.
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
Income taxes (expense (+), income (–))
Loss after taxes
Other taxes
Net result for the year
2023
158.4
411.9
14.5
53.4
1.4
228.7
– 13.5
444.5
– 327.3
2.7
– 515.7
1.9
– 517.6
2022
Var. %
89.8
491.7
16.4
57.5
1.6
332.6
– 205.2
380.0
– 121.1
– 3.8
– 529.1
1.8
– 530.9
+ 76.4
– 16.2
– 11.6
– 7.1
– 12.5
– 31.2
+ 93.4
+ 17.0
– 170.3
n. a.
+ 2.5
+ 5.6
+ 2.5
E X P E N S E S
The year-on-year decrease in personnel costs resulted essentially from lower pension expenses due to lower
transfers to pension provisions. An opposite effect was driven by lower expenses for the formation of
personnel provisions for Executive Board members.
Other operating expenses comprised in particular expenses for exchange losses, the cost of financial and
monetary transactions, fees, charges, capital procurements costs, services, transfers to impairments, other
administrative costs as well as expenses for intra-Group cost transfers. While there was a decline in expenses
for exchange losses and a considerable fall in impairments on receivables, expenses for intra-Group cost
transfers rose. Overall, this resulted in a substantial decline in Other 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 net income from investments was driven by a decline in expenses for loss transfers
and a significant increase in income from profit transfers. The positive development was also attributable to
an increase in dividend income from investments. The loss transfers were mainly related to Leibniz-Service
GmbH. The income from profit transfers generated in financial year 2023 resulted primarily from companies
allocated to Central Operations.
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, write-downs of investments were mainly related to Tour Operator subsidiaries.
In particular due to the inclusion of climate-related costs in the valuation, write-downs were significantly
higher than in 2022.
The earnings position of TUI AG, the Group’s parent company, is primarily determined by the appropriation
of profits from 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, and by the measurement
of financial investments and the funding of TUI Group.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
10 4
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
I N T E R E S T R E S U LT
In financial year 2023, the movement in the interest result mainly reflected expenses incurred in connection
with the redemption of Silent Participation I and the repayment of the remaining warrant bond issued to the
Economic Stabilisation Fund (ESF).
TA X E S
Income taxes and expenses for other taxes mainly resulted from the regular reassessment of tax provisions.
Expenses for income taxes also rose due to expenses for withholding taxes on dividend payments from
subsidiaries. Income taxes did not include any deferred taxes.
N E T R E S U LT F O R T H E Y E A R
For financial year 2023, TUI AG posted a net result of € – 517.6 m.
Net assets and financial position of TUI AG
F I X E D A S S E T S
At the balance sheet date, fixed assets almost exclusively consisted of investments. The movement in financial
assets was affected by the capital increases carried out in subsidiaries and, in particular, by unscheduled
write-downs, which more than offset the capital increases effected in the period under review. The write-downs
mainly related to shares in Group companies in tour operation. Due to the issuance of new non-current loans
and write-ups of shares in Group companies and participations, in particular in Hotels & Resorts, fixed assets
rose slightly overall year-on-year in the completed financial year.
C U R R E N T A S S E T S
The moderate rise in current assets of 2.1 % to € 2,301.5 m was driven by an increase in receivables, which
more than offset the decrease in cash and cash equivalents. The increase in receivables was primarily attribut-
able to the development of claims and obligations from profit and loss transfer agreements as well as the
short- and medium-term financing of Group companies. The rise in receivables and corresponding fall in
cash and cash equivalents was also driven by a further cash deposit for the regulatory hedging of customer
deposits for package tours.
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 2023, the balance sheet total increased slightly year-on-year to
€ 10,144.4 m.
TUI AG’s capital structure
CORPORATE GOVERNANCE
€ million
30 Sep 2023
30 Sep 2022
Var. %
Abbreviated balance sheet of TUI AG (financial statement according to German Commercial Code)
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Intangible assets / property, plant and equipment
Investments
Fixed assets
Receivables
Marketable Securities
Cash and cash equivalents
Current assets
Prepaid expenses
Total Assets
Equity
Special non-taxed items
Provisions
Bonds
Other liabilities
Liabilities
Total Liabilities
1 0 5
17.6
7,824.3
7,841.9
1,981.8
0.3
319.4
2,301.5
1.0
10,144.4
5,298.6
–
307.9
589.6
3,948.3
4,537.9
10,144.4
4.6
7,753.6
7,758.2
1,781.1
–
473.0
2,254.1
9.8
10,022.1
4,044.3
–
323.3
648.3
5,006.2
5,654.5
10,022.1
+ 282.6
+ 0.9
+ 1.1
+ 11.3
n. a.
– 32.5
+ 2.1
– 89.8
+ 1.2
+ 31.0
–
– 4.8
– 9.1
– 21.1
– 19.7
+ 1.2
E Q U I T Y
TUI AG’s equity increase by 31.0 % to € 5,298.6 m. This was primarily driven by the capital increase carried out
in April of the financial year under review.
The loss for the year totalled € – 517.6 m. Including a loss carried forward of € – 831.5 m, net loss totalled
€ – 1,349.1 m. The equity ratio rose to 52.2 % in the financial year under review (previous year 40.4 %).
P R O V I S I O N S
Provisions decreased by € 15.4 m to € 307.9 m. They consisted of pension provisions worth € 160.8 m (previous
year € 164.0 m), tax provisions worth € 25.1 m (previous year € 30.1 m), and other provisions worth € 122.0 m
(previous year € 129.2 m).
In financial year 2023, the decline in pension provisions was primarily attributable to a change in parameters.
Other provisions declined, in particular due to the reversal of provisions for investment hedges. Moreover,
use was made of the provision formed in connection with the early redemption of Silent Participation II. An
opposite effect was driven by the slight increase in personnel provision.
L I A B I L I T I E S
As at 30 September 2023, TUI AG’s liabilities totalled € 4,537.9 m, a decline of € 1,116.6 m or 19.7 %.
In order to strengthen its balance sheet ratios and fund the state aid granted, TUI AG carried out a capital
increase of around € 1.8 bn in April 2023. As a result, TUI AG was able to refinance the repayment of a Silent
Participation obtained from the ESF with a nominal amount of € 420.0 m and implement the early repayment
of a warrant bond with a nominal amount of € 58.7 m plus the warrants worth 58.7 m for the purchase of
shares in TUI AG that were acquired and subsequently cancelled.
Furthermore, bank liabilities under the syndicated credit facility were significantly reduced. In addition, an
amount of € 1,050.0 m of the undrawn KfW tranche of € 2.1 bn granted by the German government was
cancelled, reducing the tranche to € 1,050.0 m. The credit line of the syndicated credit facility from the two
tranches available for cash drawdowns thus amounted to € 2,504.4 m. As before, the amount of the tranche
available for the use of bank guarantees totalled € 190.0 m in the period under review.
In May 2023, an agreement was reached with the banks to extend the term of the syndicated credit facility
from July 2024 to July 2026.
As at 30 September 2023, there had been no cash drawdown under the syndicated credit facility (previous
year: € 562.0 m). Drawdowns from this credit facility by means of bank guarantees amounted to € 109.2 m as
at 30 September 2023.
The considerable decrease in liabilities to banks and other liabilities was partly offset by the increase in
liabilities to Group companies. Due to the increase in operating activities, Tour Operator companies, in
particular, transferred monies to TUI AG.
The net financial position (cash and cash equivalents minus liabilities to banks, bonds and Schuldschein)
totalled € – 517.3 m in the completed financial year (previous year: € – 1,170.9 m).
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 capital authorisation resolutions, adopted by the Annual General Meetings,
is provided in the next chapter on Information required under takeover law.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
1 0 6
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
Information required under Takeover Law
Pursuant to sections 289a and 315a of the German Commercial Code (HGB) and explanatory report
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
1 0 7
Subscribed capital
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 507,431,033 shares at the end of financial year 2023 (previous year
1,785,205,853 shares) and correspondingly totalled € 507,431,033.00. Each share confers one vote at the
Annual General Meeting.
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 assumes that it is currently impossible to transfer the shares it considers attributable
to Alexey Mordashov or to exercise the voting rights from these shares.
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 amounting
to 10 % or more of the voting rights:
Shareholder structure (30 SEPTEMBER 2023)
in %
1.1
Riu Hotels S. A.
10.9
Alexey A. Mordashov*
54.6
Institutional investors
%
33.4
Private investors
* As a result of the capital increase in spring 2023, in which Alexey A. Mordashov (Moscow, Russian Federation) has not been allowed to
participate due to his sanction since 28 February 2022, his shareholding has decreased significantly. According to the voting rights
notifications of the German Federal Financial Supervisory Authority (BaFin) dated 16 May 2023, 10.87 % shares in TUI AG have been
indirectly attributable to Alexey A. Mordashov since 19 April 2023.
At the end of financial year 2023, around 89 % of TUI shares were in free float. Around 33 % of all TUI shares
were held by private shareholders, around 55 % by institutional investors and financial institutes, and around
12 % by strategic investors.
The current shareholder structure and voting rights notifications according to section 33 of the Securities Trading Act
(WpHG) are available online at:
www.tuigroup.com/en-en/investors/share/shareholder-structure and www.tuigroup.com/en-en/investors/news
CONTENTS
Shares with special rights conferring powers of control
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
10 8
No shares with special rights conferring powers of control have been issued.
System of voting right control of any employee share scheme where control rights are
not exercised directly by the employees
Where 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 exercise the control
rights to which employee shares entitle them directly, in just the same way as other shareholders, in line with
statutory requirements and the Articles of Association.
Appointment and removal of Executive Board members and amendments to the
Articles of Association
The appointment and removal of Executive Board members is based on Sections 84 et seq. of the German
Stock Corporation Act in combination with Section 31 of the German Co-Determination Act. Amendments to
the Articles of Association are based on the provisions of Sections 179 et seq. of the German Stock Corporation
Act in combination with Section 24 of the Articles of Association of TUI AG.
Powers of the Executive Board to issue shares
The Annual General Meeting on 9 February 2016 adopted a resolution to create conditional capital of
€ 150.0 m for the issue of bonds. The authorisation to issue bonds with conversion options or warrants as
well as profit-sharing rights and income bonds (with or without fixed terms) of up to a nominal amount of
€ 2.0 bn expired on 8 February 2021. With the issuance of a bond with warrants worth € 150 m to the German
Economic Stabilisation Fund (ESF) in October 2020, this authorisation was fully used. The bonds and warrants
outstanding were repaid in full on 27 April 2023 without the ESF having exercised its option rights.
The Annual General Meeting on 13 February 2018 adopted a resolution to create authorised capital for the
issue of employee shares worth € 30.0 m. The Executive Board of TUI AG was empowered to use this authorised
capital by 12 February 2023 in one or several transactions by issuing employee shares against cash contri-
butions. In the completed financial year, no new employee shares were issued.
The Extraordinary General Meeting on 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. Silent
Participation I was repaid in full on 27 April 2023 without the ESF having exercised its conversion right.
The Annual General Meeting on 25 March 2021 resolved to create conditional capital for the issuance of
bonds totalling € 109.9 m. The authorisation to issue bonds with conversion options or warrants as well as
profit-sharing rights and income bonds (with or without fixed terms) is limited to a nominal amount of € 2.0 bn
and expires on 24 March 2026. This authorisation was nearly fully used with the issuance of a convertible
bond worth € 589.6 m in April and July 2021. As at the balance sheet date, no shares had yet been issued to
service the convertible bond.
The Annual General Meeting on 8 February 2022 resolved to create an authorisation to use new registered
shares against cash contribution for up to a maximum of € 162.3 m (Authorised Capital 2022 / I). This authorisa-
tion will expire on 7 February 2027.
The Annual General Meeting on 8 February 2022 also resolved to create authorised capital for the issuance
of new shares against cash or non-cash contribution of € 626.9 m (Authorised Capital 2022 / II). The issuance
of new shares against non-cash contribution is limited to € 162.3 m. This authorisation will expire on
7 February 2027.
In the completed financial year, the capital stock was increased by € 328.9 m, utilising a part of the two
last-mentioned authorisations. Authorised Capital 2022 / I worth Proceeds of € 140.4 m were used from
Authorised Capital 2022 / I, primarily to repay in full the state aid provided by the German government for
stabilisation measures, while Authorised Capital 2022 / II worth proceeds of € 188.5 m were used from
Authorised Capital 2022 / I to reduce the credit lines under the KfW facility. The further use of the not yet
used authorized capital is subject to the binding declaration of commitment of the Executive Board from
February 2023.
The Annual General Meeting on 8 February 2022 resolved to create two additional amounts of capital for the
issue of bonds worth € 162.3 m and € 81.1 m. The authorisations to issue bonds with conversion options or
war-rants as well as profit-sharing rights and income bonds (with or without fixed terms) are limited to a
nominal amount of € 2.0 bn and will expire on 7 February 2027.
See the section on Subscribed capital in the Notes to the consolidated financial statements on page 235 and the section on
Subscribed capital in the annual financial statements of TUI AG (disclosure pursuant to Section 160 (1) no. 2 of the German
Stock Corporation Act).
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Significant agreements taking effect in the event of a change of control of the Company
following a takeover bid, and the resulting effects
Some of 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 € 242.0 m, and the convertible
bond worth € 589.6 m must be offered a buyback. For the syndicated credit facilities worth € 2.7 bn (including
bank guarantees), of which 0.0 m (via cash) and € 109.2 m (via bank guarantees) had been used as at the
balance sheet date, a right of termination by the lenders has been agreed in the event of a change of control.
Beyond this, there are no agreements in guarantee, leasing, option or other financing contracts that might
cause material early redemption obligations that would be of significant relevance for the Group’s liquidity.
Apart from the above-mentioned financing instruments, a framework agreement between the Riu family
and TUI AG includes a change of control clause effective in the event of a change of control. Accordingly, a
change of control occurs if a shareholder group represents a predefined majority of AGM attendees or if one
third of the shareholder representatives on the Supervisory Board are attributable to a group of shareholders.
In the event of a change of control, the Riu family is entitled to acquire at least 20 % and at most all shares
held by TUI in RIUSA II S. A. at the share value determined by an internationally recognised auditing company.
Since TUI AG’s Annual General Meeting of 25 March 2021, the conditions had been met for Unifirm to represent
a majority of AGM attendees, so that the entitlement arose for the Riu family to acquire shares within certain
time windows in 2021, 2022 and 2023. The Riu family dispensed with exercising its acquisition right within all
the time windows mentioned above.
A similar agreement concerning a change of control at 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 during three periods following the
change of control at a share value determined by an internationally recognised auditing company. As the
stake in TUI AG held by Unifirm increased following the capital increase of 2 November 2021, here, too, a
change of control was triggered due to a majority of AGM attendees. The final period for El Chiaty Group to
exercise its acquisition right is from 16 November to 16 December 2023.
A change of control agreement has likewise been concluded for the joint venture TUI Cruises between Royal
Caribbean Cruises Ltd. and TUI AG in the event of a change of control in TUI AG whereby more than 50 % of
voting rights are acquired by an individual or group. The agreement in this case gives the partner the right
to demand termination of the joint venture and to purchase the stake held by TUI AG at a price which is
lower than the selling price of their own stake under certain circumstances.
Compensation agreements effective in the event of a takeover bid have not been concluded between the
Company and its Executive Board members or employees.
10 9
TUI Share1
TUI share price significantly impacted by economic uncertainty, persistent energy crisis
and inflation, and interest rate increases
In financial year 2023, the TUI share showed at times significant share price volatility, primarily driven by
uncertainty about the course of inflation, above all energy prices, and continued monetary tightening by the
central banks. Global growth concerns also remained at the forefront. The International Monetary Fund revised
its growth forecasts for gross domestic product downward for 2023 and 2024. Overall, the value of the
TUI share, with an entry price adjusted for share consolidation and the capital increase with subscription
rights of € 7.172,3 declined by around 27 %, closing at € 5.222,3 on 30 September.
Despite the positive booking momentum, which continued into Winter 2023 / 24, the tense macro-economic
environment led to uncertainty in the stock markets in the final months of the financial year. With several
members of OPEC+ (Organization of Petroleum Exporting Countries) continuing to cut back production, oil
prices rose substantially, in particular towards the end of the financial year under review which put additional
pressure on the TUI share price.
Driven by these economic uncertainties, higher interest rates, persistent inflation and its potential impact on
booking behaviour in tourism, the TUI share recorded its financial year low of € 5.01 2, 3 on 26 September and
closed at € 5.22 2, 3 on 30 September.
At the beginning of the financial year, sentiment in the capital markets benefited from the persistent
post-COVID recovery in demand, despite economic uncertainties. In addition, in mid-December 2022, TUI
concluded an agreement with the Economic Stabilisation Fund (‘WSF’) on the repayment of corona state aids
received during the pandemic, hence reducing debt and interest costs. In subsequent weeks, TUI’s share
price rose significantly to its annual high of € 12.57 2, 3 on 18 January 2023. In February, TUI carried out a
capital decrease by means of a ten-for-one reverse stock split, previously approved by the Annual General
Meeting and subsequently implemented in accordance with the repayment agreement as the final condition
for the capital increase scheduled for March. On 18 April 2023, TUI completed the rights issue of approximately
€ 1.8 bn, and issued around 329 million new shares. The proceeds were used to repay TUI’s remaining WSF
state aid including interest and for another major reduction to its KfW credit line. TUI thus strengthened its
balance sheet, is benefiting from lower interest payments and has gained greater financial and entrepreneurial
flexibility for the implementation of its strategy.
Furthermore, TUI successfully extended the existing syndicated credit lines totalling € 2.7 bn in May. The
syndicated credit facility from 20 banks (€ 1.65 bn) and the credit line from KfW (€ 1.05 bn) will now mature
in July 2026. In future, the interest terms and conditions under that revolving credit facility will also be linked
to achieving the Group’s emissions reduction targets confirmed by the Science Based Targets initiative. The
capital increase and the extension of the credit facilities were key measures to improve TUI’s credit metrics,
also reflected in improved credit ratings from S&P (B3 to B2) and Moody’s (B- to B). This progress, and the
gratifying development of bookings in the summer months, supported by higher prices, facilitated the recovery
of the TUI share up until mid-July.
1 The contents presented in this chapter are unaudited and voluntary.
2 Source: Reuters, Xetra closing prices
3 Historical prices adjusted for the effect of the capital reduction through share consolidation and capital increase
with subscription rights
TUI share data
30 September 2023
WKN
ISIN
Stock exchange centres
Reuters / Bloomberg
Stock category
Capital stock
Number of shares
Market capitalisation
Market capitalisation
TUAG50
DE000TUAG505
London, Xetra, Hanover
TU1n.DE/TU1.GR (Xetra); TUIT.L/TUI:LN (London)
Registered ordinary shares
507,431,033.00
507,431,033
2.6
2.3
€
bn €
bn £
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share (unaudited)
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
11 0
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share (unaudited)
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
TUI share price performance (F Y 2023)1, 2
Quotations, indices, and trading
in %
180
140
100
60
20
The TUI share has its primary listing in the Premium segment of the Main Market of the London Stock Exchange
and is included in FTSE’s UK Index Series. It also has a secondary listing at the Frankfurt Stock Exchange and
the Hanover Stock Exchange and is admitted to the electronic trading system Xetra.
As TUI shares are also admitted to trading in a regulated market in Germany apart from their listing at the
London Stock Exchange, TUI falls within the scope of the German Securities Acquisition and Takeover Act
and is monitored by the Federal Financial Supervisory Authority and the Financial Conduct Authority in this
respect.
In financial year 2023, the average daily trading volume at the London Stock Exchange was around 839 thousand
shares, while about 2.5 million shares were traded on Xetra per day. Across all trading platforms, the daily
trading volume in the UK amounted to around 1.8 million shares, with around 6.2 million shares traded in the
euro line. Both the sterling and the euro lines thus delivered strong liquidity for trading by institutional and
retail investors.
1 OCT 2022
1 JAN 2023
1 APR 2023
1 JUL 2023
30 SEP 2023
Analyst recommendations
TUI1 GR
DAX
FTSE
Analyst recommendations (30 SEPTEMBER 2023)
in %
STATEMENTS AND NOTES
Long-term development of the TUI share (Xetra)1, 2
€
High
Low
Year-end share price
2019
51.23
24.35
32.99
2020
39.19
8.94
10.02
2021
25.86
9.29
18.52
2022
20.37
7.17
7.17
2023
12.57
5.01
5.22
1 Source: Reuters, Xetra closing prices
2 Historical prices adjusted for the effect of the capital reduction through share consolidation and capital increase with subscription rights
111
57.9
Hold
%
10.5
Sell
31.6
Buy
Analyses and recommendations by financial analysts serve as a decision-making basis for institutional and
private investors. In the financial year under review, around 20 analysts regularly published studies on TUI
Group. In September 2023, 32 % of analysts recommended to ‘buy’ the TUI share, with 58 % recommending
‘hold’ and 10 % of analysts recommending ‘sell’.
CONTENTS
Shareholder structure
Geographical shareholder structure (30 SEPTEMBER 2023)
in %
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share (unaudited)
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
112
Shareholder structure (30 SEPTEMBER 2023)
in %
1.1
Riu Hotels S. A.
10.9
Alexey A. Mordashov*
54.6
Institutional investors
%
33.4
Private investors
10.9
North America
11.6
Other
77.5
EU + UK
%
* As a result of the capital increase in spring 2023, in which Alexey A. Mordashov (Moscow, Russian Federation) has not been allowed to
participate due to his sanction since 28 February 2022, his shareholding has decreased significantly. According to the voting rights
notifications of the German Federal Financial Supervisory Authority (BaFin) dated 16 May 2023, 10.87 % shares in TUI AG have
been indirectly attributable to Alexey A. Mordashov since 19 April 2023.
At the end of financial year 2023, around 89 % of TUI shares were in free float. Around 33 % of all TUI shares
were held by private shareholders, around 55 % by institutional investors and financial institutes, and around
12 % by strategic investors.
The current shareholder structure and the voting right notifications pursuant to Section 33 of the German Securities Trading
Act are available online at:
https://www.tuigroup.com/en-en/investors/share/shareholder-structure and www.tuigroup.com/en-en/investors/news
Dividend policy
Development of dividends and earnings of the TUI share
€
Earnings per share
Dividend
2019
+ 0.71
0.54
2020
– 5.34
–
2021
– 2.58
–
2022
– 1.02 1
–
2023
0.80
–
1 Earnings per share adjusted for the capital reduction through share consolidation
In connection with the COVID-19 crisis, TUI agreed on three stabilisation packages with the federal German
government. Conditions attached to the support include a de facto dividend holiday, which will remain in
force over the term of the loans and the duration of the investment made by the Economic Stabilisation
Fund. TUI used the proceeds from the rights issue in financial year 2023 to repay the remaining financial aid
from the Economic Stabilisation Fund including interest and to reduce the (undrawn) credit line from KfW to
€ 1.05 bn, extending it to July 2026.
TUI’s management team sought dialogue with investors at physical and virtual roadshows and conferences
in New York, London, Frankfurt, Düsseldorf, Munich, Warsaw, Zurich and Paris. The management also met
investors from other financial hubs in Europe, North America, Asia, South Africa and Australia.
TUI’s Investor Relations team also makes every effort to engage in direct contact with private investors, with
IR staff presenting TUI Group at events held by shareholder associations and answering questions asked by
that target group. TUI also offers a broad range of information for analysts, investors and private shareholders
on its website. All conference calls dealing with financial results were transmitted live.
CONTENTS
Investor Relations
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
24 TUI Group Strategy
28 Corporate Profile
35 Risk Report
55 Overall Assessment by
the Executive Board
and Report on expected
Developments
59 Business Review
81 Non-financial Group
Declaration of TUI Group
104 Annual financial
Statements of TUI AG
107 Information required
under Takeover Law
110 TUI Share (unaudited)
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Open and continuous dialogue and transparent communication with our private shareholders, institutional
investors, equity and credit analysts and lenders form the basis for our Investor Relations engagement. Many
discussions were held, centring on the Group strategy, business performance in the individual segments, the
strong operative Summer business post-COVID-19, the financing measures and the impact of inflation as well as
the energy crisis. The goal of this dialogue is to ensure transparent communication so as to enable stakeholders
to make a realistic assessment of the future performance of the TUI share.
In financial year 2023, dialogue with investors primarily focused on the following topics:
• Demand for travel, capacity development and booking numbers for the Summer and Winter seasons
• Operational and financial implications of heat waves and wildfires in Europe and the impact of these events
on customers’ booking behaviour
• Impacts of cost inflation on prices and margins and on customers’ booking behaviour
• Repayment of the remaining WSF state aid: reduction in the KfW credit line as well as extension of the
credit facilities
• Strategic priorities: expansion of our TUI Musement segment for tours and activities, our dynamic packaging
as well as hotel-only and flight-only offering, and further growth of our hotel portfolio and ship fleet
through asset-right financing structures such as joint ventures
• Meeting expectations for financial year 2023 and future growth
• New TUI Sustainability Agenda ‘People, Planet, Progress’ and the Group’s emissions reduction targets
confirmed by the Science Based Targets initiative (SBTi)
113
3
CORPORATE
GOVERNANCE
115 Supervisory Board and Executive Board
119
Corporate Governance Report
(as part of the combined Management Report)
157 Remuneration Report
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
114
Wenn hier Korrekturen kommen, an
Frederik Diehl weitergeben
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Supervisory Board and Executive Board
TUI AG Supervisory Board
Name
Function / Occupation
Location
Initial
Appointments
Appointed until
AGM
Other Board Memberships2
Number of
TUI AG shares
Dr Dieter Zetsche
Chairman of the Supervisory Board of TUI AG
Stuttgart
13.2.2018
2027
b) Veta Health LLC
Wallbox N. V.
Frank Jakobi1
Ingrid-Helen Arnold
Sonja Austermühle 1
Christian Baier
Andreas Barczewski 1
Deputy Chairman of the Supervisory Board of TUI AG
Chairman of Group Works Council of TUI AG
Member of the Executive Board, Südzucker AG
Trade union secretary of ver.di –
Vereinte Dienstleistungsgewerkschaft and Lawyer
Member of the Management Board (CFO)
Covestro AG (since October 2023)
Aircraft Captain, TUIfly GmbH
Peter Bremme 1
Dr Jutta A. Dönges
Prof Dr Edgar Ernst
Wolfgang Flintermann 1
Regional Head of the Special Service Division
of ver.di – Vereinte Dienstleistungsgewerkschaft
Member of the Executive Board (CFO),
Uniper SE
Member of supervisory bodies in different companies
Group Director Financial Accounting & Reporting, TUI AG
María Garaña Corces
Stefan Heinemann 1
Member of the Management Board
Forterro UK Ltd. (since October 2023)
Technology Team Lead Airline Platform Services,
Airline IT, TUI InfoTec GmbH
Hamburg
15.8.2007
2026
Dreieich
Berlin
11.2.2020
1.4.2022
2024
2026
Dusseldorf
31.5.2022
2027
Grethem
(OT Buechten)
10.5.2006
2026
a) TUIfly GmbH 4
20.09.2023; Court appointment
as of 19.10.2023)
Hamburg
2.7.2014
2026
a) TÜV Nord AG
Frankfurt am Main 25.3.2021
2025
a) Commerzbank AG
Bonn
Großburgwedel
9.2.2011
13.6.2016
2025
2026
Madrid
11.2.2020
2024
Nordstemmen
21.7.2020
2026
a) Metro AG
a) Deutscher Reisepreis-
Sicherungsverein V VaG
b) RIUSA II S. A.
TUI Netherland N. V.
b) Alantra Partners S. A.
Janina Kugel
Supervisory Board Member & Senior Advisor
Munich
25.3.2021
2025
b) Kyndryl Inc.
thinkproject Deutschland GmbH
37,460
1,068
0
0
0
14,450
0
0
0
3,201
0
3,906
0
115
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
TUI AG Supervisory Board
Name
Function / Occupation
Location
Initial
Appointments
Appointed until
AGM
Other Board Memberships2
Number of
TUI AG shares
CORPORATE GOVERNANCE
Coline McConville
Member of supervisory bodies in different companies
London
11.12.2014
2024
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Helena Murano
Mark Muratovic 1
Anette Strempel 1
Senior Advisor to Arcano Partners
Chairman of Works Council Tour Operator,
TUI Deutschland GmbH
Chairman of Works Council,
TUI Customer Operations GmbH
Palma de Mallorca 31.5.2022
25.3.2021
Langenhagen
2027
2026
Hemmingen
2.1.2009
2026
Joan Trían Riu
Executive Board Member of Riu Hotels & Resorts
Palma de Mallorca
12.2.2019
2024
a) TUI Deutschland GmbH
MER – Pensionskasse V. V. a. G.
Tanja Viehl 1
Stefan Weinhofer 1
Lawyer (in-house lawyer), Vereinigung Cockpit e.V.
International Employee Relations Coordinator at TUI AG
Woelfersheim
Vienna
25.3.2021
9.2.2016
2026
2026
1 Representative of the employees
2 Information refers to 30 September 2023 or date of resignation from the Supervisory Board of TUI AG in financial year 2023.
3 Chairman
4 Deputy Chairman
a) Membership in supervisory boards within the meaning of section 125 of the German Stock Corporation Act (AktG).
b) Membership in comparable German and non-German bodies of companies within the meaning of section 125 of the German Stock Corporation Act (AktG).
b) 3i Group PLC
Fevertree Drinks PLC
Travis Perkins PLC
b) Ahungalla Resorts Ltd.
Hotel San Francisco S. A.
Pep Toni Hotels S. A.
RIUSA II S. A.
Riu Hotels S. A.
b) TUI Austria Holding GmbH
0
0
1,252
3,357
0
0
0
116
TUI AG Executive Board
Name
Department
Other Board Memberships
Chairman
a) BRW Beteiligungs AG
Eves Information Technology AG 2
Compass Group Deutschland GmbH
b) Midnight Canada Inc.
RIUSA II S. A.2
Number of TUI AG shares
(direct and indirect)1
33,258
CEO Markets & Airlines
a) TUI Deutschland GmbH
b) First Choice Holidays Ltd.
16,426
First Choice Holidays & Flights Ltd.
First Choice Olympic Ltd.
Midnight Canada Inc.
Sunwing Vacations Inc.
TUI Northern Europe Ltd.
TUI Nordic Holdings Sweden AB
TUI Travel Group Management Services Ltd.
TUI Travel Holdings Ltd.
TUI Travel Ltd.
TUI Travel Overseas Holdings Ltd.
Vacation Express USA Corp
CFO
a) TUI Deutschland GmbH2
b) TUI Canada Holdings Inc.
3,990
Sebastian Ebel
(Age: 60)
Member of the Executive Board since
December 2014
CEO since October 2022
Current appointment until September 2025
David Burling
(Age: 55)
Member of the Executive Board since June 2015
Current appointment until May 2026
Mathias Kiep
(Age: 48)
Member of the Executive Board since
October 2022
Current appointment until September 2025
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
117
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI AG Executive Board
Name
Department
Other Board Memberships
Number of TUI AG shares
(direct and indirect)1
Peter Krueger
(Age: 47)
Member of the Executive Board since
January 2021
Current appointment until December 2026
Sybille Reiss
(Age: 47)
Member of the Executive Board since July 2021
Current appointment until June 2027
Frank Rosenberger
(Age: 55)
Member of the Executive Board since
January 2017
Appointment until October 2022
CSO & CEO HE X
b) Midnight Canada Inc.
44,059
CPO/Labour Director
a) TUI Deutschland GmbH
CIO
a) Peakwork AG 3
Midnight International Holdings Ltd
Old Court Management Limited
Pep Toni Hotels S. A.
RIUSA II S. A.
TUI Canada Holdings Inc.
1000476378 Ontario Inc.
3,315
1,374
1 Information refers to 30 September 2023 or date of resignation from the Excecutive Board in financial year 2023.
2 Chairman
3 As of 31 October 2022
a) Membership in Supervisory Boards required by law within the meaning of section 125 of the German Stock Corporation Act (AktG)
b) Membership in comparable Boards of domestic and foreign companies within the meaning of section 125 of the German Stock Corporation Act (AktG)
11 8
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Corporate Governance Report*
The actions of TUI AG´s management and oversight bodies are determined by the principles of good and
responsible corporate governance.
Declaration of Compliance pursuant to DTR 7.2 and LR 9.8.7R
The Executive Board and the Supervisory Board discussed Corporate Governance issues in financial
year 2023. In this chapter, the Executive Board provides – also for the Supervisory Board – the report on
Corporate Governance in the Company pursuant to Principle 23 of the German Corporate Governance Code
in the version dated 28 April 2022 (GCGC) and section 289a of the German Commercial Code (HGB) as well
as Disclosure and Transparency Rule (DTR) 7.2 and Listing Rule (LR) 9.8.7R.
Declaration of Compliance pursuant to section 161 of the German Stock Corporation
Act (AktG)
As a stock corporation company under German law, TUI AG’s Executive Board and Supervisory Board are
obliged to submit a declaration of compliance with the GCGC pursuant to section 161 of the German Stock
Corporation Act.
https://www.dcgk.de/en/code//foreword.html
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 3
‘In accordance with section 161 of the German Stock Corporation Act, the Executive Board and Supervisory
Board hereby declare:
Since the last declaration of compliance was submitted in August 2023, the recommendations of the German
Corporate Governance Code in its applicable version have been and will be fully observed.’
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.
https://media.frc.org.uk/documents/UK_Corporate_Governance_Code_2018.pdf
In many respects, the requirements of the GCGC and the UK CGC are similar and have continued to converge
in recent years. However, there are certain aspects that are not compatible, which are explained below.
Therefore, some deviations from Code requirements and best practice in the UK have been necessary.
Under the German Stock Corporation Act, the legislation applicable to TUI AG, a two-tier board system is
mandatory, according to which the Executive Board of the company manages the business under its own
responsibility and the Supervisory Board, as independent body, supervises the management of the compa-
ny (see below section ‘Functioning of the Executive and Supervisory Board’ on page 124). The two-tier board
structure is different to the UK unitary board structure on which the UK CGC is based. Some of the principles
of composition and operation of the boards of a German stock corporation also differ from those of a UK
company (for example, the function of a Company Secretary does not exist in the GCGC). For this reason,
the Executive Board and the Supervisory Board have set out below in which areas the UK CGC is not 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 CGC
in the literal sense but where it lives up to the spirit and meaning of the respective regulation.
Place of publication:
Sub-headings refer to sections of the UK CGC for ease of reference for investors.
www.tuigroup.com/en-en/investors/corporate-governance
119
* As part of the combined Management Report
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 3
‘Executive Board and Supervisory Board declare pursuant to DTR 7.2 and LR 9.8.7R:
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.
Throughout the reporting period, TUI AG has complied with the provisions of the UK Corporate Governance
Code in the version of July 2018, including its main principles, except as set out and explained below. Further
information on compliance with the UK Corporate Governance Code can be found in various parts of the
Annual Report.’
Dialogue with shareholders
Date
Meeting
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 Supervisory Board committee chairs to make
themselves available for meetings with shareholders. The German Corporate Governance Code stipulates in
the Suggestion A.3 that the Chairman of the Supervisory Board should be available – within reasonable
limits – to discuss Supervisory Board-related issues with investors.
December 2022
January 2023
February 2023
March 2023
May 2023
June 2023
August 2023
September 2023
F Y22 Results Presentation, London
Roadshow UK, virtual
Commerzbank & ODDO BHF German Investment Seminar, New York City
UniCredit / Kepler Cheuvreux 22nd German Corporate Conference, Frankfurt
F Y23 Q1 Results Presentation, virtual
Annual General Meeting, virtual
Capital Raise Roadshow, virtual
F Y23 Q2 / H1 Results Presentation, London
Roadshow UK, London
Roadshow Frankfurt, virtual
Roadshow Zurich, virtual
dbAccess German Corporate Conference, Frankfurt
Roadshow Paris, virtual
F Y23 Q3 / 9M Results Presentation, virtual
Stifel 7th Transportation, Business Services & Leisure Conference, virtual
Morgan Stanley CFO Fireside Chat, virtual
Berenberg & Goldman Sachs Twelfth German Corporate Conference, Munich
Bernstein’s 20th Pan European Annual Strategic Decisions Conference, London
Key: Sebastian Ebel (SE ), Mathias Kiep (MK )
Participants
SE, MK
SE, MK
MK
MK
SE, MK
SE, MK
SE, MK
SE, MK
SE, MK
SE, MK
MK
MK
MK
SE, MK
MK
MK
MK
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 CGC.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
12 0
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
12 1
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 CGC, the Board must identify in the annual report each non-executive director it considers to
be ‘independent’ for the purposes of the UK CGC. Based on the responsibilities assigned to the Supervisory
Board by the German Stock Corporation Act, the members of the Supervisory Board are considered to be
non-executive directors for the purposes of the UK CGC. Under the UK CGC, persons are ‘independent’ if
they are independent in character and judgement and if there are no relationships or circumstances which
are likely to affect, or could appear to affect, their judgement. TUI AG does not, however, extend its independ-
ence disclosures to its 10 employee representatives on the Supervisory Board. Due to the number of
employees, the Supervisory Board of TUI AG is subject to the German Co-Determination Act. Accordingly,
the Supervisory Board of TUI AG consists of ten members who are elected by shareholders at the Annual
General Meeting (the ‘Shareholder Representatives’) and ten members who represent the employees of
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 as independent under the UK CGC because of their link to a significant shareholder.
A S S E S S M E N T O F T H E I N D E P E N D E N C E O F T H E S H A R E H O L D E R R E P R E S E N TAT I V E S
The Supervisory Board has determined that seven of its nine shareholder representatives (the Chairman is
not taken into account according to the UK CGC) are independent for the purposes of the UK CGC. The
shareholder representatives considered to be independent are: Ms Ingrid-Helen Arnold, Mr Christian Baier,
Prof. Dr Edgar Ernst, Ms María Garaña Corces, Ms Janina Kugel, Ms Coline McConville and Ms Helena Murano.
Additionally, the Chairman, Dr Dieter Zetsche, was independent on his re-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).
In its assessment, the Supervisory Board considered in particular the aspects set out below:
Prof. Dr Ernst has been a member of the Supervisory Board of TUI AG since 9 February 2011. According to
the UK CGC, it is an indication of a lack of independence if a member has been on the Supervisory Board for
more than nine years. According to the GCGC, it is an indication of a lack of independence from the Executive
Board and the Company if a member has been on the Supervisory Board for more than twelve years. In view
of this, the shareholder representatives on the Supervisory Board have taken a close look at how they assess
Prof. Dr Ernst’s independence. In particular in view of Prof. Dr Ernst’s professional career, the shareholder
representatives have come to the conclusion that Prof. Dr Ernst – also taking into account his membership
on the Supervisory Board of TUI AG of over twelve years – provides as before the necessary critical distance
from the Executive Board and the Company and therefore consider him to be independent. In addition, due
to the personnel changes on TUI AG’s Executive Board, particularly on the position of the CFO, in recent
years, Prof. Dr Ernst’s independence from the Executive Board is strengthened. Prof. Dr Ernst also ensures
continuity in the proper performance of the tasks of the Audit Committee, which has also seen personnel
changes in recent years. Prof. Dr Ernst has continually exhibited his critical distance from the Executive
Board and the Company in the past, especially in his position as Chairman of the Audit Committee. Against
this background, the Annual General Meeting 2021 has re-elected Prof. Dr Ernst with a large majority.
As of the balance sheet date, according to the UK CGC (and also the GCGC), Dr Jutta Dönges is qualified as
non-independent. However, Dr Dönges will be assessed as independent by the Supervisory Board from
1 November 2023.
On 31 October 2022, Dr Jutta Dönges ceased her position as Managing Director of the Finance Agency of the
Federal Republic of Germany (Finanzagentur GmbH der Bundesrepublik Deutschland). On 4 January 2021,
TUI AG entered into a Framework Agreement with the Economic Stabilisation Fund (WSF) represented by
Finance Agency GmbH regarding a silent participation of the WSF and further measures under the stabilisation
package. Dr Dönges was nominated by the WSF for membership of the Supervisory Board of TUI AG and
elected to the Supervisory Board by the shareholders with effect from the Annual General Meeting (AGM)
2021. On 27 April 2023, TUI AG repaid the WSF financial aid in full. In view of the above information, the
Supervisory Board has come to the conclusion that the factors previously indicating the dependence of
Dr Dönges no longer apply. However, as the Supervisory Board has decided to apply a one-year cooling-off
period according to recommendation C.7 (paragraph 2, indent 2) of the GCGC in this case, Dr Dönges will
only be assessed as independent from the Company and its Executive Board from 1 November 2023, i. e.
after one year from the termination of her position as Managing Director of the Finance Agency of the
Federal Republic of Germany. The Supervisory Board considers the shorter cooling-off period compared to
the UK CGC (1 year according to the GCGC, 3 years according to the UK CGC to be appropriate.
At TUI AG, Mr Joan Trían Riu (Riu Hotels S. A., approx. 1.1 % of the voting rights as of 30 September 2023)
is linked to a major shareholder. In this context, he is considered a non-independent under the UK CGC.
A S S E S S M E N T O F T H E I N D E P E N D E N C E O F E M P L O Y E E R E P R E S E N TAT I V E S
Seven of the ten employee representatives of the Supervisory Board are elected by the employees of TUI
Group entitled to vote. Three employee representatives are nominated by a German trade union.
Under the UK CGC, directors who are or have been employees of the Group in the last five years or who
participate in the Group’s pension arrangements would generally not be considered independent. In the UK,
directors with an employment relationship are normally current or former executives. By contrast, under
German law, employee representatives of the Supervisory Board must be employees of the Group, and must
be elected by the employees without any involvement of the Executive or Supervisory Boards. Furthermore,
the employment contract of employee representatives may only be terminated in exceptional cases.
The employee representatives may also participate in Group pension schemes as is normal for employees
and in their capacity as employees.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
12 2
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.
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:
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 represen-
tatives. As the employee representatives are not considered independent under the UK CGC, TUI AG’s Super-
visory Board comprises seven (excluding the Chairman of the Supervisory Board) independent shareholder
representatives.
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 GCGC, there is no concept of a ‘Senior Independent Director’. Instead, shareholders
may raise any issues at the AGM. In this forum, the Executive Board and the Chairman of the Supervisory
Board are available to address any issues and are legally obliged to provide adequate responses.
Outside the AGM, shareholders may approach the Executive Board, in particular the CEO or the CFO, or, for
topics relating to Supervisory Board matters, the Chairman of the Supervisory Board or his Deputy.
Mr Frank Jakobi, as employee representative, is Deputy Chairman of the Supervisory Board in accordance
with the German Co-Determination Act.
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 Sebastian Ebel) is clearly defined under German law as part of the two-tier board structure. Therefore,
no further division of their responsibilities as well as responsibilities of the Executive Board and the Super-
visory Board is required or even possible. In addition, the division of responsibilities within the Executive
Board and the Supervisory Board as well as its committees also results directly from legislation and the
respective terms of reference. Therefore, the Executive Board and the Supervisory Board consider that
TUI AG lives up to the spirit and meaning of the UK CGC.
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 Super-
visory Board members and is responsible for ensuring that the requisite processes and procedures are in
place governing all Executive and Supervisory Board meetings (i. e. preparation of agendas, minuting of
meetings and ensuring compliance with German and UK law, as appropriate, and with recommendations for
corporate governance). The Board Office also supports the Chairman of the Supervisory Board, the CEO, the
CFO and the Chairmen of the Audit and the Strategy Committees. Executive and Supervisory Board 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 CGC.
Under the Terms of Reference for the Supervisory Board and its Committees (which are equivalent to the
Terms of Reference of a British corporation) the Nomination Committee considers and proposes suitable
candidates as shareholder representatives to the Supervisory Board for its election proposals to the AGM.
The Presiding Committee determines the requirements and remuneration for any new appointments to the
Executive Board and recommends suitable candidates to the Supervisory Board. On that basis, the Super-
visory Board appoints Executive Board members. This approach is different from the UK where all director
appointments are approved by shareholders at the AGM. Succession planning for management levels below
Executive Board is carried out by the Executive Board.
However, as is common practice in Germany, at each AGM shareholders are asked to decide whether they
approve the actions of the Executive Board and Supervisory Board members during the past financial year.
Since the AGM 2015, in the light of UK practice, 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 CGC to the extent practicable.
In addition to Prof. Dr Ernst, the Nomination Committee also consists of Dr Zetsche as Committee Chairman
and Dr Dönges, who is considered non-independent until 30 October 2023. In this context, the majority of
the members of the Nomination Committee are assessed by the Supervisory Board to be independent.
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 CGC 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 115.
Current curricula vitae of all Executive and Supervisory Board members are published at www.tuigroup.com/en-en/investors/
corporate-governance.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
12 3
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 performance
evaluation is done for the Executive Board.
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 efficiency of the Supervisory Board is reviewed regularly, but not annually. Each Supervisory Board
member can give feedback to the Chairman, the Deputy Chairman or the Supervisory Board as a whole as
and when appropriate or required.
The remuneration of the members of the Supervisory Board and the members of the Supervisory Board
Committees is governed by the Articles of Association as resolved on by the shareholders at the AGM.
See the Directors’ Remuneration Report from page 157 for full details on Executive and Supervisory Board
member´s remuneration.
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. This is not yet fully in line with the UK CGC recommendation that notice
periods or contract terms should be set at one year or less. However, the contracts include maximum limits
on the amounts payable on termination.
See Remuneration Report from page 157.
The last self-assessment was conducted internally at the end of September 2020. For this purpose, a question-
naire was distributed to all members, in which they could give their assessment of the effectiveness of the
working methods of the Supervisory Board and its committees. The Presiding Committee and the Supervisory
Board have subsequently dealt with the results and derived measures from them. These primarily concerned
the work of the Supervisory Board, the organisation of the meetings and the main topics that the Super-
visory Board dealt with in more detail. The next self-assessment is planned for the beginning of 2024 and is
accompanied externally by the consulting company ECBE (European Center for Board Effectiveness GmbH)
since September 2023. The Company is not aware of any other relationships between ECBE and the Company
or its directors.
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 Supervisory Board Chairman’s
letter to shareholders. The succession planning approach is outlined on page 131. The policy on diversity and
inclusion can be found on page 132. For evaluation of the performance of the Board, see above.
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 and Dr Dönges, who is not considered to be independent until 30 October 2023. TUI AG there-
fore does not fully meet the requirements of the UK CGC, but is of the opinion that the current composition
of the Audit Committee ensures reliable work based on experience.
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 require-
ments.
CONTENTS
Further information on Corporate Governance
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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 management of the company. TUI AG’s Executive
Board and Supervisory Board cooperate closely and in a spirit of trust, with strict separation between the
two bodies in terms of their membership and competences. Both bodies are obliged to ensure the continued
existence of the Company and sustainable creation of added value in harmony with the principles of the
social market economy.
TUI AG’s Executive Board comprised five members as at the closing date 30 September 2023. The Executive
Board is responsible for managing the Company’s business operations in the interests of the Company. The
Executive Board works on the basis of terms of reference issued by the Supervisory Board. The allocation
of functions and responsibilities to individual Board members is presented in a separate section.
For functions, see tables ‘Supervisory Board and Executive Board’ on page 115 et seq.
In accordance with the law and the Articles of Association, the Supervisory Board had 20 members at the
balance sheet date, i. e. 30 September 2023. As the oversight body, the Supervisory Board provided on-going
advice and supervision for the Executive Board in managing the Company in financial year 2023, as required
by the law, the Articles of Association and its own Terms of Reference. The Supervisory Board is involved in
strategic and planning decisions and all decisions of fundamental importance to the Company. When the
Executive Board takes decisions on major transactions, such as the annual budget, major acquisitions or
divestments, it is required by its terms of reference to seek the approval of the Supervisory Board. The
Chairman of the Supervisory Board coordinates the work in the Supervisory Board, chairs its meetings and
represents the concerns of the body externally. The Supervisory Board and the Audit Committee have
adopted terms of reference for their own work. The Terms of Reference of the Supervisory Board are available
on the company’s website.
Gender quote and average age of Supervisory Board members of TUI AG (30 SEP 2023)
in %
55
male
%
45
female
53.35
years
Average age of Supervisory
Board member
Duration of appointment of TUI AG (30 SEP 2023)
Number of members
11
0 – 4 years
20*
1
9 – 12 years
4
over 12 years
4
5 – 8 years
* Total number of Supervisory Board members of TUI AG.
12 4
CONTENTS
For further details, please refer to the Report of the Supervisory Board on page 11.
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
TUI AG 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.
C O M P E T E N C E P R O F I L E A N D T H E Q U A L I F I C AT I O N M AT R I X 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 representatives.
Employee representatives within the meaning of the Act include a senior manager (section 5 (3) of the
German Works Constitution Act) and three trade union representatives. In financial year 2022, the Supervisory
Board updated its competence profile for the composition of the entire body.
The competence profile of the Supervisory Board is published at https://www.tuigroup.com/damfiles/default/tuigroup-15/de/
ueber-uns/management/Kompetenzprofil/Kompetenzprofil_V03-13-12-2022_E N -FI N A L .pdf-473db0556f8dff912a59b-
1b37696a1df.pdf.
Q U A L I F I C AT I O N M AT R I X O F T H E S U P E R V I S O R Y B O A R D
The following individualized qualification matrix is based on the targets for the composition of the Super-
visory Board. The competences shown are based on a self-assessment by the Supervisory Board members.
Competence is deemed to exist if at least basic knowledge is available and thus the ability to understand the
relevant facts well and to make informed decisions on the basis of existing qualifications, the knowledge and
experience acquired in the context of the activity as a supervisory board member, or the further training
measures regularly attended by all Supervisory Board members.
12 5
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Individualised qualification matrix of the Supervisory Board of TUI AG (as of 30 September 2023)
Dr Dieter
Zetsche
Frank
Jakobi
Ingrid-Helen
Arnold
Sonja
Austermühle
Christian
Baier
Andreas
Barczewski
Peter
Bremme
Dr Jutta
Dönges
Prof. Dr
Edgar Ernst
Wolfgang
Flintermann
2018
2027
5
2007
2026
16
Chairman Deputy Chairman
2020
2024
3
SHR
2022
2026
1
ER
yes
yes
yes
m
5.5.1953
70
German
yes
yes / yes
yes
yes
yes
yes
m
18.2.1962
61
German
no
N / A
yes
yes
f
5.10.1968
54
German
yes
yes / yes
yes
yes
f
27.2.1978
45
German
no
N / A
yes
yes
2022
2027
1
SHR
yes
m
6.11.1976
46
German
yes
yes / yes
yes
yes
2006
2026
17
ER
m
15.8.1967
56
German
yes
N / A
yes
yes
2014
2026
9
ER
yes
m
15.3.1960
63
German
yes
N / A
yes
yes
2021
2025
2
SHR
yes
yes
yes
f
9.5.1973
50
German
yes
no / no3
yes
yes
2011
2025
12
SHR
yes
yes
yes
m
10.1.1952
71
German
yes
yes / yes
yes
yes
2016
2026
7
ER
m
4.12.1969
53
German
yes
N / A
yes
yes
Membership
First appointment
Current appointment until
Duration of membership (in years, as of 30.9.2023)
Position
Committee membership:
Presiding Committee
Audit Committee
Nomination Committee
Diversity
Gender
Birth year
Age (on 30.9.2023)
Nationality
International experience
Personal qualification
Independence 1
No overboarding 2
Integrity, commitment, engagement
Professional qualification
1. Tourism
2. Strategy, innovation
3. IT, digitalisation
4. Accounting
5. Auditing
6. Sustainability reporting
7. Capital market
8. Risk management
9. Internal control system
10. Compliance
11. Human resources
12. Sustainability, Corporate Governance
1 In accordance with the GCGC and the UK Code, based on the assessment of the shareholder representatives on
TUI AG’s Supervisory Board
2 Within the meaning of Recommendation C.4 and C.5 of the GCGC
3 Will be assessed as independent as from 1 November 2023
12 6
Table continues on next page
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Individualised qualification matrix of the Supervisory Board of TUI AG (as of 30 September 2023)
María Garaña
Corces
Stefan
Heinemann
Janina
Kugel
Coline
McConville
Helena
Murano
Mark
Muratovic
Anette
Strempel
Joan
Trían Riu
Tanja
Viehl
Stefan
Weinhofer
Continued from previous page
2020
2024
3
SHR
f
4.3.1970
53
Spanish
yes
yes / yes
yes
yes
2020
2026
3
ER
yes
m
14.4.1979
44
German
yes
N / A
yes
yes
2021
2025
2
SHR
2014
2024
8
SHR
2022
2027
1
SHR
f
12.1.1970
53
German
yes
yes / yes
yes
yes
f
21.7.1964
59
Australian
yes
yes / yes
yes
yes
f
12.7.1966
57
Spanish
yes
yes / yes
yes
yes
2021
2026
2
ER
yes
m
29.6.1973
50
German
yes
N / A
yes
yes
2009
2026
14
ER
yes
f
28.11.1966
56
German
no
N / A
yes
yes
2019
2024
4
SHR
2021
2026
2
ER
m
10.7.1983
40
Spanish
yes
no / no
yes
yes
f
24.3.1986
37
German
yes
N / A
yes
yes
2016
2026
7
ER
yes
m
31.8.1974
49
Austrian
yes
N / A
yes
yes
Membership
First appointment
Current appointment until
Duration of membership (in years, as of 30.9.2023)
Position
Committee membership:
Presiding Committee
Audit Committee
Nomination Committee
Diversity
Gender
Birth year
Age (on 30.9.2023)
Nationality
International experience
Personal qualification
Independence1
No overboarding2
Integrity, commitment, engagement
Professional qualification
1. Tourism
2. Strategy, innovation
3. IT, digitalisation
4. Accounting
5. Auditing
6. Sustainability reporting
7. Capital market
8. Risk management
9. Internal control system
10. Compliance
11. Human resources
12. Sustainability, Corporate Governance
1 In accordance with the GCGC and the UK Code, based on the assessment of the shareholder representatives on
TUI AG’s Supervisory Board
2 Within the meaning of Recommendation C.4 and C.5 of the GCGC
3 Will be assessed as independent as from 1 November 2023
12 7
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
12 8
I N D E P E N D E N C E O F T H E S U P E R V I S O R Y B O A R D M E M B E R S
As of the balance sheet date, the Supervisory Board on the shareholder side has eight independent members
according to their assessment. The names of these members are listed in the qualification matrix. Further
information on the aspects taken into account in the assessment of independence can be found on page 121.
The company has no controlling shareholder.
M E M B E R S O F T U I A G ’ S A U D I T C O M M I T T E E W I T H E X P E R T I S E I N A C C O U N T I N G A N D A U D I T I N G
( R E C O M M E N D AT I O N D . 3 O F T H E G C G C )
Prof. Dr Edgar Ernst has, among other things, expertise in the field of accounting and in the field of auditing
due to his activities as Chief Financial Officer of Deutsche Post AG, as President of the German Financial
Reporting Enforcement Panel and due to his memberships in domestic supervisory boards. Further information,
in particular on his activities in these areas, can be found in his curriculum vitae on the Company’s website
(https://www.tuigroup.com/damfiles/default/tuigroup-15/de/ueber-uns/management/lebenslaeufe-de0/
lebenslaufe-de-neu/aufsichtsrat-de-neu/Ernst_Edgar-Lebenslauf-de_en/Ernst_SB_Curriculum-Vitae_
04.10.2023.pdf-af2cdbb09cda997cc2549359db92a68f.pdf).
His expertise in the field of accounting also includes, in particular, knowledge and experience in the applica-
tion of accounting principles and internal control and risk management systems. His expertise in the field of
auditing also includes, in particular, knowledge and experience in auditing of financial statements. Accounting
and auditing also include sustainability reporting and its auditing.
With regard to the Chairman of the Audit Committee, Prof. Dr Edgar Ernst, the Supervisory Board is of the
opinion that he is independent from the Company and the Executive Board (for the independence of the
other members of the Audit Committee, see page 121).
Mr Christian Baier has expertise in the field of accounting and in the field of auditing due to his professional
career and in particular due to his function as Chief Financial Officer of Metro AG (until July 2023). Further
information, in particular on his activities in these areas, can be found in his curriculum vitae on the Company’s
website
(https://www.tuigroup.com/damfiles/default/tuigroup-15/en/about-us/management/lebenslauefe-
en/aufsichtsrat-en/Baier_SB_Curriculum-Vitae_31.05.2022.pdf-e56d4eedf2399c6c8f58ca8cb0854609.pdf).
His expertise in the field of accounting also includes, in particular, knowledge and experience in the application
of accounting principles and internal control and risk management systems. His expertise in the field of auditing
also includes, in particular, knowledge and experience in the auditing of financial statements.
Since Metro AG has also been publishing a non-financial statement for several years, which is prepared taking
into account the Global Reporting Initiative (GRI) standards on sustainability reporting and the UN Global
Compact, his expertise in the field of auditing also includes sustainability reporting and its audit.
Dr Jutta Dönges has expertise in the field of accounting and in the field of auditing due to her professional
career and in particular because of her function as CFO at Uniper SE as well as managing director of the
Federal Republic of Germany – Finance Agency GmbH (until 31 October 2022) as well as due to her several
years of membership in domestic supervisory boards. Further information, in particular on her activities in
these areas, can be found in her curriculum vitae on the Company’s website (https://www.tuigroup.com/
damfiles/default/tuigroup-15/en/about-us/management/lebenslaufe-en-neu/aufsichtsrat-en-neu/Do-nges_
SB_Curriculum-Vitae_05.12.2022.pdf-70e9299c9ba0a333f8c6452cb23ad30d.pdf).
Her expertise in the field of accounting also includes, in particular, knowledge and experience in the application
of accounting principles and internal control and risk management systems. Her expertise in the field of
auditing includes, in particular, knowledge and experience in the auditing of financial statements. This includes
sustainability reporting and its audit, whereby this is oriented, among other things, to the standards of the
Global Reporting Initiative (GRI).
T R A I N I N G A N D P R O F E S S I O N A L D E V E L O P M E N T M E A S U R E S
The members of the Supervisory Board take responsibility for undertaking any training or professional
development measures necessary to fulfil their duties, for example on issues of corporate governance or
changes in the legal framework and they receive support in this respect from the company. The company
regularly informs its members about current changes in the legislation as well as about relevant topics relat-
ing to the company. New members of the Supervisory Board are given the opportunity to be introduced in
detail to key issues of the Supervisory Board as part of the onboarding programme. In addition, they have
meetings with members of the Executive Board in order to receive further information on their respective
areas of responsibility.
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 2023, there were no conflicts of interest requiring dis-
closure to the Chairman of the Supervisory Board or the Executive Board. None of the Executive Board or
Supervisory Board members have a board role or a consultancy contract with one of TUI’s competitors.
As a precautionary measure, Mr Joan Trían Riu abstained from the vote of the Supervisory Board in its
meeting of 4 July 2023 on the resolution to establish a joint venture with the Riu Family.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
Moreover, no current member of the Executive Board has been appointed and no member of the Supervisory
Board has been elected pursuant to any arrangement or understanding with major shareholders, customers,
suppliers or others. There are no family relationships between any current members of the Executive Board
or Supervisory Board.
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.
CORPORATE GOVERNANCE
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 ( 3 A ) A N D (4 ) , 9 6 ( 2 ) , 111 ( 5 ) O F T H E G E R M A N S T O C K
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
C O R P O R AT I O N A C T
45 % of the Supervisory Board members were women and 55 % were men at the balance sheet date. The
Supervisory Board was therefore compliant with section 96 (2) sentence 1 of the German Stock Corporation
Act. Neither the shareholder nor the employee representatives of the Supervisory Board have objected with
regard to overall compliance in accordance with section 96 (2) sentence 2 of the German Stock Corporation Act.
In August 2021, the Second Management Positions Act – FüPoG II – came into force. According to this law,
at least one woman and at least one man must be a member of the Executive Board of a listed company with
equal co-determination and with more than three members on the Executive Board. The company has already
complied with this requirement in the reporting period with the membership of Ms Sybille Reiss.
The Executive Board resolved, in line with section 76 (4) of the German Stock Corporation Act, that women
should account for 25 % of executives at the level immediately below the Executive Board and 30 % at the
second level below the Executive Board. The cut-off date for both was 30 September 2023. For this reason,
TUI AG has implemented various measures aimed at increasing the proportion of women on a long-term and
sustainable basis over the past years. This includes, among other things, the promotion of women in talent
programmes and specifically addressing them in the recruitment process. In addition, at least one female
should be on the shortlist in the recruitment process for positions in the Senior Leadership Team. Despite
all the measures taken, the suitability and qualification of candidates for filling vacant positions are still of
primary importance. With a 30 % proportion of women in the second management level, these measures are
already having an effect and have led to the target for FY23 being met. The target of 25 % in the first
management level below the Executive Board was not achieved at 14 %. As a new target for the period up to
30 September 2026, the Executive Board has decided that the proportion of women in the first management
level below the Executive Board should now be 30 % instead of the previous 25 % and that the proportion
of women in the second management level below the Executive Board should remain at 30 %.
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 AGM, 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 AGM. Shareholders who are not able
to attend the AGM in person are entitled to have their voting rights exercised by a shareholder association,
one of the representatives provided by 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 or by postal vote in the run-up to the AGM.
Shareholders can, moreover, register for electronic dispatch of the AGM documents.
12 9
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 AGM of TUI AG on 14 February 2023, no resolution received 20 % or more against votes.
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 regularly informs the Supervisory Board about existing risks and changes to these risks. The Audit
Committee deals in particular with monitoring the accounting process, including reporting, the effectiveness
of the internal control and risk management systems and the internal auditing system, compliance and audit
of the annual financial statements. The chairman of the Audit Committee reports to the Supervisory Board
on the work of the committee at the next Supervisory Board meeting at the latest.
More detailed information about risk management in the TUI Group is presented in the Risk Report. It also
contains the report on the accounting-related internal control and risk management system required in
accordance with the German Commercial Code (sections 289 (5), 315 (2) no. 5 HGB).
Risk Report see page 35.
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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
13 0
D I R E C T O R S ’ D E A L I N G S
The Company was informed by Mr Andreas Barczewski, Mr David Burling, Mr Sebastian Ebel, Mr Wolfgang
Flintermann, Mr Stefan Heinemann, Mr Frank Jakobi, Mr Mathias Kiep, Mr Peter Krueger, Ms Sybille Reiss,
Ms Anette Strempel und Dr Dieter Zetsche of notifiable purchase and sale transactions of TUI AG shares or
related financial instruments by directors (directors’ dealings or managers’ transactions) concerning financial
year 2023. Details are provided on the Company’s website. It should be noted that there are different thresholds
for reporting requirements in Germany and the UK of 20,000 € (Germany) and 5,000 € (UK).
Purchase and sales transactions by members of the boards are governed by the Group Manual Share 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 Board prior to pub-
lication. The consolidated financial statements and the financial statements of TUI AG were audited by
Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover, the auditors elected by the 2023 Annual General
Meeting. The audit was based on German auditing rules, taking account of the generally accepted auditing
standards issued by the German Auditors’ Institute as well as the International Standards on Auditing. It also
covered the risk detection system. A review pursuant to Listing Rule 9.8.10 R (1) and (2) was carried out.
See audit opinion by the auditors on page 288.
The condensed consolidated interim financial statement and management report as of 31 March 2023 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 GCGC
issued by the Executive Board and Supervisory Board. There were no grounds to provide such information
in the framework of the audit of financial year 2023.
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 98
• Employees – see page 91
• Shareholders and other financial stakeholders – see pages 113 and 188
• Suppliers – see page 84
• Non-governmental organisations – see page 90
Diversity concepts for the composition of the Executive Board and Supervisory Boards
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 diversity
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;
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
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CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
• profound knowledge of the intricacies and requirements of the capital market (shareholder management);
• knowledge of accounting and financial management (controlling, financing);
• in-depth understanding of and experience with change management.
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.
Board. This includes evaluation and possible inclusion of external candidates for Executive Board positions
in the selection process. In all of these deliberations, the above-mentioned diversity aspects of Executive
Board appointments play a part in the decision-making of the Supervisory Board. Long-term succession
planning is primarily oriented towards the corporate strategy and takes into account the diversity concept
defined by the Supervisory Board. The Supervisory Board also asks the Executive Board to report on 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).
Inclusion of both genders in Executive Board work is on the one hand an expression of the conviction of the
Supervisory Board that mixed-gender teams lead to the same or better outcomes as teams with representation
from only one gender. But it is also the logical continuation of the gender diversity measures implemented
by the Executive Board within the wider company, which aim to increase the proportion of women in 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’).
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 3
With effect from 1 October 2022, Mr Sebastian Ebel was appointed to succeed Mr Friedrich Joussen as
Chairman of the Executive Board of TUI AG. In this connection, Mr Mathias Kiep was appointed as a member
of the Executive Board as successor to Mr Ebel with effect from 1 October 2022. Mr Kiep took over the
Finance Ressort. In the opinion of the Supervisory Board, Mr Ebel and Mr Kiep contribute to the diversity of
the Executive Board through their professional careers, their wide-ranging international experience and
respective professional backgrounds.
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 experience
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.
L O N G -T E R M S U C C E S S I O N P L A N N I N G F O R 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 supervisor 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 in line with
recommendation B.2 of the GCGC. As part of that workforce and succession planning, the Presiding Committee
or the Supervisory Board itself regularly meets with the Executive Board or its members to discuss suitable
internal succession candidates for Executive Board positions (short-term, medium-term and long-term
scenarios). The contract terms and renewal options for current Executive Board members are discussed, as
well as possible successors. As part of these Supervisory Board and Committee meetings, or in preparation
for them, members of the Supervisory Board have the opportunity to meet up with so-called high potentials
within the Group in a professional and personal setting. The Presiding Committee and Supervisory Board
make their own deliberations about these matters and also discuss them in the absence of the Executive
Mr Frank Rosenberger, Executive Board Member for IT and Future Markets, has decided to leave the Group
on 31 October 2022. Mr Rosenberger had been with TUI since 2015 and had been responsible for Future
Markets and the Group’s digitalisation on the company’s Executive Board since 2017. Under his responsibility,
a global system for TUI Tour operators was launched and the digitalisation of the company was significantly
advanced.
The reduction in the number of Executive Board members also required a reorganisation of responsibilities
in the management team. The CIO with his central IT functions of the TUI Group has been located in the
direct area of responsibility of CEO Sebastian Ebel. The other IT units are interlinked with the operational
areas to enable fast and efficient implementation of the digitalisation strategy. Peter Krueger is fully responsible
for the Holiday Experiences segment at Executive Board level.
The current composition of the Executive Board meets all the requirements of the diversity concept. The
Executive Board members cover a comprehensive range of knowledge and experience as well as educational
and professional backgrounds and have international experience. In addition, with Ms Sybille Reiss as a
member of the Executive Board, the legal requirement that at least one woman should be a member of the
Executive Board was met in the reporting period. Different age groups are represented on the Executive
Board. More information on all members of the Executive Board can be found in the CVs on the Company’s
website and in the communication on the occasion of the appointment decisions of the Supervisory Board.
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 revised and updated objectives for its composition in addition to the competence
profile in the 2023 financial year. In accordance with the applicable legal requirements, the Supervisory
Board of TUI AG shall be composed in such a way that its members as a whole have the knowledge and
professional experience required to properly perform their duties. In this context, sufficient diversity shall be
13 1
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
13 2
ensured. This includes in particular cultural and ethnic origin, gender, nationality and professional and life
experience as well as age. A gender quota of 30 % is to be guaranteed. The standard age limit for election to
the Supervisory Board is 68 years.
Data on gender and ethnicity was collected directly from board members. Members were asked to indicate
their ethnicity using the categories in the table below.
In accordance with LR 9.8.6 R (10) of the FCA Listing Rules, the following table contains data on the ethnic
origin and gender of the members of the Executive Board and the Supervisory Board as well as the Executive
Management of the Company as of 30 September 2023.
Gender and ethnic background of board members
Number of
senior
positions on
the board
(CEO, CFO, SID
and Chair)
Number of
board
members
Percentage of
the board
Number in
executive
management
Percentage of
executive
management
Gender
Men
Women
Not specified / prefer not to say
Ethnic Background
White British or other White
(including minority-white groups)
Mixed / Multiple Ethnic Groups
Asian / Asian British
Black / African / Caribbean / Black British
Other ethnic group, including Arab
Not specified / prefer not to say
15
10
–
24
–
–
1
–
–
60 %
40 %
–
96 %
–
–
4 %
–
–
3
0
–
3
–
–
–
–
–
7
0
–
7
–
–
–
–
–
100 %
0 %
–
100 %
–
–
–
–
–
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 goals set with regard to the composition of the Supervisory Board reflect the demands placed on the
advisory and supervisory body to perform its task in a globally operating company with a challenging
competitive environment. For example, multicultural and international experience is just as important as
knowledge of the value and success drivers of the sector. In all of this, the impact and cultural features of
the so-called stakeholder approach of a social market economy must be taken into account, which is ensured
by the codetermination of employee representatives on the Supervisory Board as well. For the shareholder
side on the Supervisory Board, the Nomination Committee also ensures that mandatory and voluntary
targets are met with regard to the composition of the Supervisory Board. As part of the regularly conducted
efficiency reviews, the Supervisory Board also undergoes a self-assessment, which includes aspects of its
composition.
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 3
The Supervisory Board is of the opinion that it meets the composition targets and fills out the competence
profile and the diversity concept. The status of implementation of the competence profile and composition
targets has been published in the form of a qualification matrix. The competence profile of TUI AG’s Super-
visory Board is published at www.tuigroup.com/en-en/investors/corporate-governance/management. The
qualification matrix can be found at page 126.
The diversity of professional and educational backgrounds of the individual members of the board is also
evident from the CVs of Supervisory Board members published on the corporate website.
D I V E R S I T Y I N T H E E X E C U T I V E B O A R D A N D S U P E R V I S O R Y B O A R D A S W E L L A S I N T H E E X E C U T I V E
M A N A G E M E N T O F T U I A G
Pursuant to LR 9.8.6 R (9) of the FCA Listing Rules, the Executive Board and the Supervisory Board confirm
that, as at 30 September 2023, the Company has partially met the targets set out in this provision by at least
40 % of the members of the Executive Board and the Supervisory Board were women and at least one
member of the Executive Board or the Supervisory Board was from an ethnic minority. The Company did
not meet the target in relation to the requirement that at least one of the named executive positions (the
Chairman of the Supervisory Board, the Chief Executive Officer, the Senior Independent Director or the
Chief Financial Officer) should be held by a woman. The Company recognises the importance of diversity and
its long-term goal is to further improve diversity on its boards. This is taken into account primarily in the
context of succession planning for the boards.
Since 30 September 2023, there have been no changes in the Executive Board as well as the Supervisory
Board that would affect the company’s ability to achieve the two objectives mentioned above.
CONTENTS
Description of the main features of the internal control and risk management system
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TUI Group’s internal control system comprises all systematically designed rules within the Group that serve
to methodically manage operational, financial and compliance-related risks. These rules may result from
published statements or take the form of policies, work instructions, process descriptions or risk control
matrices. A Group-wide framework is in place for the creation, approval, revision and communication of
these rules. With its Integrity Passport, TUI Group commits to implementing its Group-wide Code of Conduct
that sets minimum standards and provides guidance on how to deal with ethical and legal challenges in day-
to-day work, and provides orientation for conflict situations.
On that basis, the business units define an appropriate framework of processes and rules where necessary
for the criticality of the process in question. These rules may vary from business unit to business unit as the
process of processing the transactions involves different systems, workflows or volumes. For certain risks,
addressed through a uniform Group framework, TUI has established central functions, operating as a ‘second
line’ for their area, in order to create appropriate Group-wide standards and support or monitor implementation
of these standards.
A Group function has also been established for the area of sustainability. For years, TUI Group has collected
certain sustainability-related indicators for management and reporting purposes in the framework of separate
sustainability reports or the non-financial statement. The methodologies used to gather this data have been
published. These ensure uniform understanding and collection throughout the Group. In the period under
review, a reporting software specifically designed for non-financial data points was implemented, further
enhancing the maturity of the internal control system in this field.
To ensure that our businesses are scalable, almost all business processes are supported by IT solutions.
Where possible and appropriate, we use the controls integrated in these applications or services. This offers
greater security and efficiency in implementation compared with manual controls. The IT solutions themselves
are protected by a Group-wide framework of general IT controls. The internal control system is completed
by a set of manual process controls to prevent or detect errors.
We have a clear approach for identifying and mitigating information security risks. TUI undergoes external
auditing, has an IT security risk insurance policy in place and provides a training and compliance programme.
Additionally, the Audit Committee is updated on TUI’s risk position on a regular basis.
In the case of business processes, the respective process owners are responsible for the effectiveness of the
controls put in place; in the case of Group-wide control frameworks, the respective second line is responsible.
Depending on the risk assessment, they use a different degree of monitoring intensity.
As an independent third line, Internal Audit reviews business processes, including IT solutions, according to
its own risk assessment and provides recommendations to enhance the effectiveness and efficiency of
processes and controls.
The Supervisory Board of TUI AG, in particular the Audit Committee, is involved in TUI Group’s internal
monitoring system with process-independent auditing activities.
Our Risk Report presents the key elements of our risk management system.
Details in our Risk Report, page 35.
The internal control system and the risk management system are dynamic systems that are continuously
adapted in response to changes in the business model, the nature and scope of business transactions or
responsibilities. As a result, there is potential for improvement in terms of both the appropriateness (lack of
suitable controls) and the effectiveness (inadequate execution) of controls, both from the reviews carried
out by the second line, from internal audit engagements, and from the audit activities of the external auditor.
In addition, potential for improvement may also arise from compliance incidents. In our overall assessment
of these management systems, we find that none of the potential improvements identified in the period
under review speak against the appropriateness and effectiveness of the two management systems.
However, there can be no absolute certainty, despite the internal control and risk management systems in
place, that the controls will detect every single process weakness or, in particular, that newly emerging
material risks will always be immediately identified and effectively addressed.
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Disclosure pursuant to UK Listing Rule LR 9.8.6
Task Force on Climate-related Financial Disclosures (TCFD)
Climate change is one of the greatest challenges of our time. TUI recognises the risk posed to its business by
climate change from both physical changes in the climate and the transition to a low-carbon economy. TUI is
committed to contributing to the transition and mitigating climate-related risks for its business. As a com-
pany listed in the Premium Segment of the Main Market of the London Stock Exchange, TUI is required
pursuant to Listing Rule LR 9.8.6 to make disclosures in relation to the Recommendations of the Financial
Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD). The TCFD provides a framework
to improve the disclosure of consistent, comparable, reliable and clear climate-related financial information
so that investors can make better capital allocation decisions in support of the transition to a low-carbon
economy.
TCFD, taking into account the TCFD All Sector Guidance, and we consider the disclosures set out on the
following pages to be consistent with these guidelines.
• In financial year 2023, TUI conducted a climate scenario analysis to identify and analyse the potential
impact of climate-related risks and opportunities on its business model, and assess the resilience of its
strategy (TCFD Recommendations: Strategy a., b. and c.).
• In financial year 2023, TUI embedded the identification, assessment and management of material individual
climate-related risks into existing risk management processes (TCFD Recommendations: Risk Management
a., b. and c.).
• In 2023, TUI’s near-term science-based emissions reduction targets were published following the successful
external validation by the Science Based Targets Initiative (SBTi). These targets are included in TUI’s 2023
TCFD report (TCFD Recommendations: Metrics and Targets c.) and TUI continues to disclose on its key
climate-related metrics (TCFD Recommendations: Metrics and Targets b. and c.).
In financial year 2022, TUI aligned its climate-related disclosures with the TCFD Recommendations for the
first time to communicate the potential effects of climate change on its business. The disclosure for financial
year 2023 builds on our prior year disclosure and has been enhanced to better align with the TCFD Recommen-
dations. We are committed to complying with the recommendations and recommended disclosures of the
The following statement follows the structure of the TCFD Recommendations, covering Governance, Strategy,
Risk Management, and Metrics and Targets. Our disclosures on these four thematic areas will continue
to evolve and mature over time alongside our strategy and the evolution of the risks and opportunities
themselves.
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G O V E R N A N C E
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TUI has a governance structure in place that ensures that sustainability issues, along with climate-related risks and
opportunities, are assessed and actioned at all levels.
CORPORATE GOVERNANCE
See page 82 for the governance structure in the Non-financial declaration.
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a) Describe the Board’s oversight
of climate-related risks and
opportunities.
The Group Executive Committee (GEC) has ultimate oversight of climate-related issues and is responsible for reviewing climate-related risks
and opportunities, strategy, measures, and target-setting. At the GEC level, the Group Chief Sustainability Officer (C SO) as a member of the
GEC is responsible for reporting on sustainability and climate-related issues for TUI. The C SO informs the GEC on sustainability issues on a
monthly basis. The Group Sustainability Director regularly reports into the C SO, which is the most appropriate and direct line of reporting to
raise climate-related issues to the highest level within the business. Moreover, the Executive Board (all being members of the GEC) also has
the final oversight of the non-financial declaration that includes the climate / environmental strategy, organisation, management, measures
and targets. By taking into the provided risk information, the Executive Board considers climate-related issues when reviewing and guiding
strategy, major plans of action, risk management policies, annual budgets, and business plans as well as setting the organization’s performance
objectives, monitoring implementation and performance, and overseeing major capital expenditures, acquisitions, and divestitures. The
highest monitoring body in sustainable management is the Supervisory Board which oversees the work done by the Executive Board.
b) Describe management’s role in
assessing and managing climate-
related risks and opportunities.
The GEC manages TUI’s business strategically, sets the Group’s strategic direction and long-term objectives for sustainable development, and
signs off the Group’s Sustainability Agenda. A team of experienced sustainability professionals are working in close collaboration with senior
management to ensure that TUI’s business and sustainability focus areas are aligned. The Group Sustainability Director heads up the Group
Sustainability team.
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G O V E R N A N C E
T C F D R E C O M M E N D AT I O N
T U I A P P R O A C H
Sustainability Governance
S U P E R V I S O R Y B O A R D
Twice yearly updates by the CSO
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
Monthly updates by the CSO
G R O U P S U S T A I N A B I L I T Y T E A M
Develops, implements, and embeds the
TUI Sustainability Agenda, with a focus
on the environmental, economic and social
aspects set out in the UN Sustainable
Development Goals.
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 )
Reviews risks and ensures any changes in
regulation and legislation are taken into
consideration. Regular meetings with the
Group Risk Department. Annual update
to the ROC.
Our group sustainability team, led by the Group Sustainability Director, is responsible for the implementation of the Sustainability Agenda
across TUI and along its supply chain. The GEC is regularly updated on our performance in delivering the Sustainability Agenda and tackling
other key sustainability issues. Regular meetings are also held with the Group Risk Oversight Committee (ROC) to review climate-related and
sustainability risks and discuss any changes, either internal or to the external environment, which affect the business exposure.
To incentivise management to achieve climate-related targets, KPIs are linked to monetary rewards. TUI operates a discretionary bonus scheme
for senior and middle management. It is designed to reward employees in line with both financial performance and personal contribution to
delivering successfully against our strategy.
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S T R AT E G Y
Climate change is an urgent global challenge that requires a strategic response. The tourism industry in which TUI operates
faces significant impacts from climate change. As temperatures rise, the attractiveness of certain destinations will decline,
and the biodiversity loss will make certain destinations less attractive. The sector also faces impacts of a more general
nature: more cancellations from extreme weather-related events, increased risk of stranded assets, as well as changes in
policy and customer preferences. Climate change also presents an opportunity for TUI – besides extending touristic
seasons in summer destinations also to innovate in new types of tourism, to diversify to new regions, and to engage
customers and other stakeholders along the business transformation process.
As part of our strategic and financial planning process, we have analysed various industry and macro trends to model the
expected development of TUI and the tourism industry as a whole. We clearly see sustainability as a major trend, largely
driven by climate-related market and policy risks (e. g., changing customer behavior, emissions-based taxes and fees, and
increasing regulations for aircraft and cruise ships). In financial year 2023, TUI ’s 2030 emission reduction targets have been
approved by the SBTi. Priorities and strategic directions from TUI’s Sustainability Agenda ‘People, Planet, Progress’ take
into account current challenges, global scenarios, and regulatory developments such as the EU Green Deal. These priorities
were built into our midterm strategic and financial plan. To better identify and assess the impact of climate change on our
financial performance and business model, we have conducted a qualitative and quantitative climate risk assessment for the
first time in financial year 2023.
Two scenarios were considered in the climate risk assessment:
• A high emissions scenario to assess the impact of significant changes in the physical climate, which is based on the
Intergovernmental Panel on Climate Change (IPCC) Representative Concentration Pathway 8.5 (IPCC RCP8.5) and the
International Energy Agency (IEA) Stated Policies Scenario. This is aligned with global warming of approximately 4.3°C
by the year 2100.
• A low emissions scenario to assess the impact of significant socioeconomic changes to achieve a low-carbon economy,
which is based on IPCC RCP2.6 and the IEA Net Zero Scenario. This is aligned with global warming of approximately
1.5°C by the year 2100.
A number of assumptions underpin these scenarios regarding changes to the frequency and intensity of weather-related
events, economic growth, technology development, and the development of energy and carbon prices.
The identified risks and opportunities across the different combinations of scenarios and time horizons were first assessed
qualitatively to identify the most relevant climate-related risks and opportunities for TUI. Based on the results of this
qualitative analysis, a number of risks and opportunities were then subject to more detailed analysis to better understand
the potential financial impacts.
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T C F D R E C O M M E N D AT I O N
T U I A P P R O A C H
a) Describe the climate-related risks
and opportunities the organisation has
identified over the short, medium, and
long term.
The following climate-related risks and opportunities have been identified by TUI over the short, medium and long term, where short term is
defined as the period up to 2030 (aligned with TUI’s science-based targets), medium term as the period up to 2040, and long term as the
period up to 2050 (when TUI aims to achieve net-zero emissions across our operations and supply chain). Climate-related impacts are divided
into two categories:
• Transition: Socioeconomic changes related to the transition to a low-carbon economy including policy, legal, technology and market
changes.
• Physical: Physical changes in the climate including event-driven (acute) changes such as storms, fires and floods, and long term (chronic)
changes such as increased temperature.
Given the nature of TUI’s business model, most of the below listed risks and opportunities apply to TUIs business segments and geographies.
Modest variations in their significance for each segment are described below.
TUI has undertaken a qualitative assessment of all below summarized climate-related risks and opportunities. In additon, TUI has performed
a high-level quantitative assessment for eight risks and opportunities. This assessment has shown the risks to be immaterial for financial
planning, which was confirmed by a sensitivity analysis. Further information on the effect of climate-related risks on the useful lives and the
measurement of assets can be found in the Notes, chapter ‘Key judgements, assumptions and estimates’, page 200 of this Annual Report.
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S T R AT E G Y
T C F D R E C O M M E N D AT I O N
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b) Describe the impact of climate-
related risks and opportunities on
our business, strategy, and financial
planning.
TCFD Risk Type
Description
Impact
Management
Transition
Policy & Legal
Increased costs due to the introduction of new, or
extension of existing, carbon pricing mechanisms
( including pass-through of higher costs by suppliers),
and new energy and emissions regulations.
Increasing regulations and restrictions targeting the
airline and cruise industry, leading to reduced revenue
and / or stranded assets.
Technology
Costly or unavailable future fuels and technologies
resulting in higher costs, or preventing further
decarbonisation and compliance with regulations.
As an energy-intensive company, regulatory changes,
such as to carbon pricing through emissions trading
systems, emissions-based taxes and fees, and energy
and emissions regulation, pose a significant cost risk in
the short to medium term for TUI.
There is a risk for TUI’s airline and cruise operations of
stricter regulations and restrictions related to energy
and emissions in the short to medium term. Already
today, there are operating restrictions at certain airports
based on sustainability criteria. and the ban of non-
sustainable fuel types while sailing in certain maritime
areas.
Although it is expected that future fuels will continue to
gain momentum and that production capacity will
dramatically increase in the short to medium term, there
is a risk that demand will outpace supply resulting in low
availability and inflated prices.
In the medium term, there is a risk that low carbon
technologies are not available to support TUI’s path to
net zero. Whilst there are trials e. g., in battery or fuel
cell aircraft and ships, such technology might not be
developed to a market stage.
• TUI is committed to decarbonising its business, and
has set ambitious near-term science-based emissions
reduction targets validated by the SBTi.
• To achieve these, TUI airlines procures state-of-the-
art aircraft, implements operational efficiencies
( including route optimisation), and will increase the
use of SAF. TUI already has cooperation agreements
in place to promote the production and supply of SAF.
• TUI Cruises invests in energy efficiency at ship opera-
tions, fuel-saving route optimisation, shore power in
ports and alternative fuels, such as sustainable
biofuels, bio-LNG and green methanol. The three
newbuilds coming into the fleet by 2026 will not use
heavy fuel oil. Mein Schiff 7 will enter service in 2024
and will run on lower-emission marine diesel and be
equipped with catalytic converters and a shore power
connection. In addition, the ship will also be able to
run on green methanol in the future. In 2024 and
2026, two ships will follow, which will be operated with
LNG. LNG serves as a bridge technology until bio-LNG
is available, which will be produced either from biogenic
sources or synthetically from renewable energy.
• TUI Hotels & Resorts is focused on renewable energy
and resource-saving operational practices to reduce
hotel emissions as far as possible.
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TCFD Risk Type
Description
Impact
Management
Market
Decline of travellers due to shifts in consumer
preferences and behaviour, and increasing negative
public sentiment towards travel, resulting in loss
of revenue.
Decline of overall customer demand as the price for
our products will increase to reflect higher capital
expenditures and operational expenses to offer carbon
low products.
Difficulties in obtaining access to financing and
increasing cost of capital due to the inability to reduce
emissions in line with market expectations.
Market trends show tourism growth outstripping global
GDP growth as it has for the last two decades, and
customers prioritising spend on leisure tourism over
other large purchases such as cars and houses. Never-
theless, there is a risk in the medium to long term that
customers decide to travel less (or differently, for example
moving away from air travel) for environmental reasons.
TUI as a market leader in Europe has significantly
contributed to make leisure travel an affordable product
for people with lower disposable income, e. g. families,
retired persons, etc. Significant price increases for
leisure product poses the risk that in the medium to long
term such consumer group will not be able to afford our
leisure travel products any more.
Increasingly policies and laws are being introduced that
combat climate change, and institutional investors in-
creasingly consider ESG to be part of their fiduciary du-
ties. These investors might be more inclined to divest
from TUI if the company does not take sufficient action
on ESG issues in the medium and long term.
• Managing both market and reputational risks depends
on the successful implementation of our emissions
reduction initiatives. Accordingly, we have roadmaps
in place to deliver on our science-based targets.
• Whilst the cost for flights is very likely to increase, all
markets participants have to roll-over this ‘green
inflation’. With our state-of the art efficiency fleet, it is
likely that our cost increase is competitive. Further,
the share of extra cost from low-carbon flying is lower
in a package and hence we believe that we can effec-
tively transfer cost additions.
• TUI has set science-based emissions reduction targets
for 2030 and a net zero target for 2050. TUI continues
to notice a wide range of financiers due to TUI Group’s
financial performance and is continuing to develop
relationships with new sources of finance and monitor
development of the market. TUI is in a continuing
education process with lessors and the financial
community to maintain confidence in the strategy.
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TCFD Risk Type
Description
Impact
Management
Reputation
Failure to meet decarbonisation targets, negatively
affecting TUI’s reputation with stakeholders.
Physical
Acute
Physical damage to assets and business disruption due
to extreme weather-related events.
There may be a reputational risk due to increased
negative public sentiment on climate change if TUI is
unable to meet its decarbonisation targets. This impact
applies across all time horizons.
This risk may also have an impact on our ability to attract
and retain talent.
Unstable and more extreme weather conditions in cer-
tain regions might have a physical impact on our assets
resulting in higher costs from property damage and
business interruption, predominantly in our hotels &
resorts segment. Higher insurance premiums for prop-
erty damage and / or business interruption will be the
consequence. This risk is mostly likely to be realised in
the long-term as the effects of physical climate change
become more profound.
Extreme weather events disrupting transport hubs,
resulting in delays and cancellations, and increased costs.
Extreme weather events may disrupt the airport and
port operations which TUI relies on, resulting in delays
or cancellations.
Delays or cancellations are expected to result in addi-
tional costs including refunds, repatriation flights and
hotel accommodation costs.
This risk is mostly likely to be realised in the medium
and long term as the effects of physical climate change
become more profound.
• This risk is managed at the asset-level.
• We manage the overarching risk through insurance
and a large and regional spread hotels & resorts
portfolio, diversifiying the risk of asset impairment.
• We hold relatively short-duration lease contracts,
enabling flexibility in case of changes in insurability.
• The risk of airport disruption was found to be low in
the physical risk analysis. Nonetheless, TUI works
closely with airports in case of disruption and will
continue to evaluate the risk profile of its material
airports.
• Whilst docking is already considered a resilient activity,
the risk is further mitigated by the flexibility to adjust
cruise itineraries.
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TCFD Risk Type
Description
Impact
Management
Chronic
Physical damage to assets and business disruption due
to longer-term shifts in climate patterns.
Chronic physical changes in the climate can result in
asset damage and business interruption, as well as higher
operating costs for example from increased cooling load
requirements to offset higher sustained temperatures.
This risk is mostly likely to be realised in the long-term
as the effects of physical climate change become more
profound.
• Whilst the scenario analysis indicate higher probabil-
ity of extreme weather events, none of the locations
where our hotels & resorts are located is vulnerable
to a rising sea level during the time frame of our
climate scenario analysis.
• This risk is managed with insurance and TUI Hotels &
Resorts’ renewable energy strategy.
Changing weather patterns decreasing suitability for
tourism and / or making source markets more attractive,
impacting tourism demand.
Tourism demand in the medium and long term is expect-
ed to be affected by climate change as weather is a key
determinant in destination choice. In Europe, it’s expect-
ed that southern regions will face reductions in demand
as weather becomes less suitable for tourism, particularly
in higher warming scenarios. On the other hand, north-
ern European regions are expected to benefit from
changing weather patterns.
• Climate-related factors are considered in the expan-
sion of TUI’s Hotels & Resorts business segment.
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O P P O R T U N I T I E S
As short to medium term opportunities, we identified more efficient aircraft and cruise ships as well as a shift to renewable energy sources at
hotels & resorts as a way to reduce operating costs. We further see an opportunity to offer lower-emission air travel, cruise travel and hotel
stays as a way to improve our competitive position. Providing alternative modes of transport including a move to high-speed rail is also seen as
an opportunity for our business. We are investigating and promoting the management of all of these opportunities.
The summer season 2023 in Turkey and Greece for selected destinations has been expanded which has been well received by our customers.
In the long term, we expect to see this more frequently and in more destinations following a shift in consumer preferences from peak seasons
where heat waves may be imminent to shoulder seasons where the weather is still very favourable for travel. In addition, our business model is
flexible to offer new destinations based on changing weather conditions, e. g. more travel to destinations around the Baltic Sea. We continue to
monitor these trends and embed them into our strategic and operational planning.
c) Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or lower
scenario.
In financial year 2023, TUI conducted a qualitative and quantitative scenario analysis in order to understand the potential effects of climate
change on its business and to test its strategy and financial planning to increase resilience. A number of assumptions underpin this assessment
regarding changes to the intensity and frequency of weather related events, technology development, development of energy and carbon prices
and the development of knowledge on global warming.
Two scenarios were considered in the 2023 climate risk assessment:
• A high emissions scenario to assess the impact of significant changes in the physical climate, which is based on the Intergovernmental
Panel on Climate Change (IPCC) Representative Concentration Pathway 8.5 (IPCC RCP8.5) and the International Energy Agency (IEA)
Stated Policies Scenario. This is aligned with global warming of approximately 4.3°C by the year 2100.
• A low emissions scenario to assess the impact of significant socioeconomic changes to achieve a low-carbon economy, which is based on
IPCC RCP2.6 and the IEA Net Zero Scenario. This is aligned with global warming of approximately 1.5°C by the year 2100.
• Both emissions scenarios could have different consequences for the TUI Group. In a low emissions scenario, stricter emissions and fuel
efficiency targets could increase operating costs, while assets based on unsustainable practices could lose value. On the other hand, TUI
could benefit from a positive image, as environmentally conscious travellers prefer companies that are committed to sustainability. In a
high emissions scenario, physical risks from extreme weather events and natural disasters could impact TUI’s tourism destinations. Rising
operating costs due to stricter environmental regulations could impact profitability.
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S T R AT E G Y
T C F D R E C O M M E N D AT I O N
T U I A P P R O A C H
Measures to strengthen and more closely align risk management and strategic planning were identified and discussed. TUI has committed to
the Science Based Targets initiative (SBTi) to reduce emissions by 2030. Our targets are:
• Reduction of airline CO2e per revenue passenger kilometer by 24 % by 2030.
• Reduction of absolute CO2e from our cruise operations by 27.5 % by 2030.
• Reduction of absolute CO2e from TUI Hotels & Resorts by 46.2 % by 2030.
Furthermore it is the commitment of TUI to achieve net-zero emissions by 2050. The reduction of emissions will be accomplished with
investments in new technologies and the use of fuel with less CO 2 emissions.
The results of the scenario analysis confirm that the Group’s above described strategic initiatives and reduction pathway are suitable for
minimising the respective risks and creating opportunities. We acknowledge that a number of assumptions described above had to be taken into
account to derive the scenario analysis and the uncertainty of the impact and likelihood of certain effects increases mid- to long term. TUI has
undertaken a qualitative assessment of all below summarized climate-related risks and opportunities. In addition, TUI has performed a
high-level quantitative assessment for eight risks and opportunities. This assessment has shown the risks to be immaterial for financial planning,
which was confirmed by a sensitivity analysis. One key assumption concerns the extent to which costs for low-emission fuels and emission
certificates can be passed on to customers. Further information on the effect of climate-related risks on the useful lives and the measurement
of assets can be found in the Notes, chapter ‘Key judgements, assumptions and estimates’, page 200 of this Annual Report.
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
14 4
CONTENTS
R I S K M A N A G E M E N T
TUI has a systematic and Group-wide approach in place to identify, assess and manage risks across the business. This is
managed through the processes and structures described in more detail in the Risk Report on page 35.
T C F D R E C O M M E N D AT I O N
T U I A P P R O A C H
a) Describe the organisation’s processes
for identifying and assessing climate-
related risks.
TUI constantly considers existing and emerging regulatory requirements in the risk management process. The processes and structures to
identify, assess and manage climate-related risks across the business are described in the Risk Report. They apply to all types of risks assessed
throughout the whole company, including climate-related risks. Decisions are made to mitigate, transfer, accept or control risks based on a
likelihood and impact scoring against an established risk appetite. By including the specialist teams, TUI prioritizes risks based on their assessed
magnitude and significance. In financial year 2023, TUI has defined a new principal risk ‘Climate change impacting our business model’.
For more information on the relative magnitude and significance compared to other risks, see overview on page 39 in the Risk Report.
b) Describe the organisation’s processes
for managing climate-related risks.
Within the framework of TUI’s integrated approach, the key business segments and climate risk owners work together in the management of
climate-related risks and opportunities.
In addition, specialists in the Group Sustainability team coordinate climate-relevant activities and support and facilitate the management of
climate risks and opportunities within the Group.
When necessary, the GEC deals with climate-related issues at board level.
c) Describe how processes for
identifying, assessing, and managing
climate-related risks are integrated
into the organisation’s overall risk
management.
Our systematic risk management process has identified sustainability risks including climate-related risks. The existing risk categories and defi-
nitions of our risk management framework have been used to assess and integrate the climate risks into our ERM. For further details on the
risk management process please refer to page 35 in the Risk Report.
Whilst the impact of some risks is medium to long term, the Group Risk Management time horizon is short to medium, covering the economic
lifetime of an investment at a maximum. The climate change risk assessment has also highlighted risks and opportunities where the impact falls
beyond the risk management time horizon. Nevertheless, all major climate-related risks and opportunities from this assessment will be covered
by the Group’s Risk Management process and will be managed. Where the impact of risks or chances detected in the assessment is in far
future, they will be continuously monitored. Moreover, we see additional value in early identification to ensure risks are managed effectively
and opportunities are capitalised on.
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
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CORPORATE GOVERNANCE
115 Supervisory Board and
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119 Corporate Governance
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157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
14 5
CONTENTS
M E T R I C S A N D TA R G E T S
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
T C F D R E C O M M E N D AT I O N
T U I A P P R O A C H
a) Metrics used by TUI to assess
climate related risks and opportunities
in line with its strategy and risk
management process
Climate change is a pressing global challenge. There is an urgency to act and for everyone to play a role in the transition to a low carbon
economy. As a global tourism group, our business model inherently leads to a significant emission of greenhouse gases. In alignment with our
reduction strategy, low emissions are the cornerstone for our pathway. This is reflected in our currently used metrics to assess climate related
risks and opportunities. TUI is continuously working on improving its metrics and targets to ensuring an effective steering of the most material
climate related risks and opportunities. Following the larger scale use of SAF, we will further develop our metrics to reflect the impact on CO 2
emissions. Emissions from TUI’s airline, cruises and hotel segments represent 99 % of the Group’s emissions. Within our asset portfolio our
airline emissions represent roughly 75 % of the Group’s total carbon dioxide (CO 2) emissions. We are working to reduce the environmental
footprint of holidays and drive-up environmental standards in our industry. In order to measure and manage climate-related risks and in line with
our strategic target to achieve net-zero emissions across our operations and supply chain by 2050 at the latest, we monitor our absolute CO 2
emissions, (specific) fuel consumption and specific carbon emissions. TUI has considered the cross-sector risks Following the larger scale use of
SAF, we will further develop our metrics to reflect the impact on CO 2 emissions. TUI currently does not have an internal carbon pricing mechanism.
For the reasons outlined above, CO 2 emissions form our key metric to assess climate related risks and opportunities.
b) Scope 1, Scope 2, and, Scope 3
greenhouse gas emissions and the
related risks
In financial year 2023, TUI Group’s total absolute emissions were largely stable year-on-year at an increase of 1 %. In aviation, emission
reductions were partly due to the sale of the stake in Sunwing. In Cruises, the increase was driven by the continued recovery of business after
the COVID-19 pandemic and the inclusion of our river cruises segment in reporting. Scope 3 emissions reflect the expansion of the reporting
framework, in particular due to the inclusion of W T T (well-to-tank) emissions from marine cruise fuel and jet fuel.
Carbon dioxide emissions (CO 2)
tons
Airlines
Cruises
Hotels
Major premises / shops
Ground transport
Scope 3 (indirect emissions from TUI’s value chain)3
Total
2023
2022
Var. %
4,218,553
899,790
805,541
14,890
14,413
1,239,493
7,192,680
4,331,628
762,942
767,049 1
14,251
13,144
1,232,804 2
7,121,818
– 2.6
+ 17.9
+ 5.0
+ 4.5
+ 9.7
+ 0.5
+ 1.0
1 Previous year adjusted due to inclusion of refrigerant gases
2 Previous year adjusted due to extended reporting scope
3 With reference to the Greenhouse Gas Protocol, TUI Group currently includes Scope 3 emissions from the production of office paper and printed brochures,
well-to-tank emissions from fuel consumption of aircraft, ships, hotels and ground transport, the distribution of electricity (hotels), waste and water
treatment (hotels), employee business travel with third-party airlines and rail, and employee commuting. The current scope of the reported Scope 3 emissions
therefore does not yet fulfil all the requirements of the Corporate Value Chain (Scope 3) Accounting and Reporting Standard.
14 6
CONTENTS
M E T R I C S A N D TA R G E T S
T C F D R E C O M M E N D AT I O N
T U I A P P R O A C H
Carbon dioxide emissions (CO 2), Scope 1 – 3
tons
Scope 1
Scope 2
Scope 3
2023
2022
Var. %
5,416,692
536,495
1,239,493
5,395,049
493,965
1,232,804
+ 0.4
+ 8.6
+ 0.5
With reference to the Greenhouse Gas Protocol, TUI Group currently includes Scope 3 emissions from the production of office paper and
printed brochures, well-to-tank emissions from fuel consumption of aircraft, ships, hotels and ground transport, the distribution of electricity
(hotels), waste and water treatment (hotels), employee business travel with third-party airlines and rail, and employee commuting. The current
scope of the reported Scope 3 emissions therefore does not yet fulfil all the requirements of the Corporate Value Chain (Scope 3) Accounting
and Reporting Standard. For the validation of it’s SBTi targets TUI assessed it’s total GHG inventory. Scope 3 emissions currently constitute
less than 40 % of the total GHG inventory. Because of this, TUI is not obliged to set a standalone scope 3 target. Yet due to their significance
for the respective segments, TUI included category 3.3. fuel and energy related activities in their targets for the segments Cruises and Airlines.
The corresponding emissions are currently reported. The current extent of the scope 3 reporting is explained above.
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
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157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
14 7
CONTENTS
M E T R I C S A N D TA R G E T S
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
T C F D R E C O M M E N D AT I O N
T U I A P P R O A C H
Energy usage by business area
MWh
Airlines
Cruises
Hotels
Major premises / shops
Ground transport
Total
2023
2022
Var. %
17,202,638
3,507,396
1,762,992
59,651
61,087
22,593,764
17,655,179
2,962,423
1,599,057
60,036
55,311
22,332,006
– 2.6
+ 18.4
+ 10.3
– 0.6
+ 10.4
+ 1.2
More efficient flying
We already operate one of Europe’s most carbon-efficient airlines and aim to continually enhance our environmental performance. Our airline
emissions reduction targets by 2030 have been validated by the SBTi. Our emission reduction roadmap for our aircraft fleet comprises the
following measures: additional capex on modern carbon-efficient aircraft, efficiency enhancement through operational measures and invest-
ments in sustainable aircraft fuels (SAF ).
In order to reduce emissions, TUI Group has invested in state-of-the-art aircraft such as Boeing 787s and Boeing 737 Max aircraft. On average,
these planes are 20 % (787) and 16 % (737 Max) more fuel-efficient than the aircraft they replace in TUI’s fleet.
Moreover, TUI fly Belgium added Embraer E195-E2 aircraft, highly efficient planes in the category of up to 150 seats, to its fleet. The aircraft
will operate on short- and medium-haul routes and reduce the carbon footprint by up to one third.
Environmental management systems and operational measures play a key role in implementing sustainability and further enhancing TUI’s
climate efficiency. In financial year 2023, all TUI airlines were certified under the internationally recognised ISO 14001:2015 standard. All
ISO 14001 management systems used by individual TUI airlines were transferred to one single management system in the period under
review. The following examples illustrate the operational measures implemented to enhance efficiency:
• Flight operations, for instance single engine taxiing in and out, wind uplinks and optimised climb speeds and profiles
• Weight reduction, for instance carbon brakes and fly away kit (spare parts and tools)
• Fight planning optimisation, for instance alternate distance and minimum fuel programme
• Fuel management system to improve fuel analysis, identification of further savings potential and tracking of savings
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CONTENTS
M E T R I C S A N D TA R G E T S
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
T C F D R E C O M M E N D AT I O N
T U I A P P R O A C H
Sustainable aviation fuels (SAF ) play a crucial role in reducing aviation emissions and are hence a key part of our emission reduction roadmap
to further improve airline carbon efficiency by 2030. TUI cooperates with a number of partners to secure supplies of SAF. Examples include the
signing of a Memorandum of Understanding with the Spanish energy company CEPSA . The partnership with CEPSA will focus on SAF fuels
generated from raw materials such as used cooking oils, non-food animal waste and biodegradable waste from various industries. This will
make it possible to reduce aircraft emissions by up to 80 % compared to conventional jet fuel. An additional Memorandum of Understanding
was signed with Shell.
In 2023, relative carbon emissions across our airlines decreased by 3.9 %. This improvement was largely due to higher load factors versus 2022
and our ongoing re-fleeting programme to replace older aircraft by new, more carbon-efficient aircraft.
Specific emissions are additionally shown in the form of CO 2 equivalents (CO 2e). Apart from carbon dioxide (CO 2 ), these include the other
five greenhouse gases impacting the climate as listed in the Kyoto Protocol: methane (CH 4 ), nitrous oxide (N2O), hydro-fluorocarbons (HFCs),
perfluorocarbons (PFCs) and sulphur hexafluoride (SF6 ).
TUI Airlines – Fuel consumption and CO 2 emissions
Specific fuel consumption
Carbon dioxide (CO 2) – total
Carbon dioxide (CO 2) – specific
* rpk=revenue passenger kilometer
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
2023
2022
Var. %
l / 100 rpk*
t
kg / 100 rpk*
2.43
4,218,553
6.11
2.52
4,053,745
6.36
– 3.9
+ 4.1
– 3.9
2023
61.1
60.7
66.3
60
59.6
59.8
2022
63.6
62.2
70.7
64.4
59.8
66.4
Var. %
g CO 2e / rpk*
– 3.9
– 2.5
– 6.3
– 6.8
– 0.2
– 9.9
61.7
61.3
66.9
60.5
60.2
60.4
14 9
* rpk=Revenue Passenger Kilometre
We commissioned Verifavia to provide assurance on the carbon intensity metrics for financial year 2023 as shown in the above
table ‘TUI Airlines – CO 2 intensity’. The airline carbon data methodology document and the full assurance report are available at
www.tuigroup.com/en-en/responsibility/sustainability/reporting-downloads
CONTENTS
M E T R I C S A N D TA R G E T S
T C F D R E C O M M E N D AT I O N
T U I A P P R O A C H
More sustainable cruising
We continue to focus on reducing the emissions of our cruise ships, delivering progress by investing in state-of-the-art technology to reduce
air emissions and in operational efficiency. Emission reduction roadmaps were drawn up for TUI Cruises, Hapag-Lloyd Cruises and Marella
Cruises as part of our submission of 2030 targets for validation by the SBTi. Key levers include investments in fleet modernisation and efficiency
enhancement with a focus on shore power, route optimisation, energy efficiency enhancement and switching to alternative fuels.
TUI Cruises with its Mein Schiff and Hapag-Lloyd Cruises brands continues to operate a modern and technologically advanced fleet. The new-
builds in the fleet are equipped with state-of-the-art technologies to minimise fuel consumption. A smart energy management system, efficient
air conditioning, innovative lighting controls and the use of exhaust heat from the engines contribute to a significant reduction in the carbon
footprint compared with vessels not equipped with those technologies.
In the period under review, essential steps were taken to reduce emissions generated by the Mein Schiff and Hapag-Lloyd Cruises fleet. The
Company will successively install the equipment required for shore power connection on all ships of the Mein Schiff fleet. In the period under
review, Mein Schiff 1 was retrofitted during her scheduled dock period. Mein Schiff 2 and Mein Schiff 5 will follow in November 2023 and in
January 2024.
In summer 2023, both fleets successfully used shore power, e. g. in Kiel and Hamburg. During their scheduled dock periods, both ships, Mein
Schiff 1 and Mein Schiff 6, also obtained a new silicone coating to reduce resistance in the water so as to save fuel during the voyage.
In the period under review, the Company also successfully completed the first tests on the use of sustainable biofuels, with both Hanseatic
Inspiration and Mein Schiff 4 successfully operating on biofuel blends on some voyages. The second-generation biofuel, which was bunkered
for the first time, is purely plant-based and mainly consists of cooking oil residues. This fuel is virtually free from sulphur oxides and in its pure
form offers a CO 2 reduction of up to 90 % compared to fossil fuels.
Thanks to new exhaust gas treatment systems operated on all new vessels, the newbuilds in the Mein Schiff fleet also significantly reduce their
sulphur and nitrogen emissions. Use of these advanced emission purification systems goes beyond regulatory requirements. They are, for
instance, not only used in the designated emission control areas in the North and Baltic Seas, the English Channel and North America, but also
in other regions sailed by Mein Schiff such as the Mediterranean, the Orient, the Caribbean and Central America.
The Mein Schiff fleet is also setting another milestone for sustainable growth. Mein Schiff 7 is currently under construction in the Meyer Turku
shipyard in Finland. The focus is on compliance with high maritime environmental standards by optimising the design in terms of energy
efficiency and the use of modern technologies to improve sustainability. The ship will feature equipment enabling her to run on green methanol
in future. She is scheduled for commissioning in 2024.
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
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119 Corporate Governance
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157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
15 0
CONTENTS
M E T R I C S A N D TA R G E T S
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
151
T C F D R E C O M M E N D AT I O N
T U I A P P R O A C H
The expedition ships in the Hapag-Lloyd Cruises fleet exclusively use low-sulphur marine gas oil with a sulphur content of 0.1 %. This reduces
sulphur emissions from these vessels by up to 80 % and particulate and soot emissions by up to 30 % versus the use of heavy fuel oil. All
Hapag-Lloyd Cruises ships have tributyltin-free underwater coatings, on-board seawater desalination systems to make drinking water and
biological sewage treatment systems for wastewater. Waste is separated on board prior to disposal on land by specialised companies in
accordance with international regulations (MARPOL).
In financial year 2023, relative CO 2 emissions in the Cruises segment declined by 23.7 %. This was due to a significant increase in load factors, as
the previous year’s figures were more strongly impacted by the effects of the pandemic. The amount of waste per cruise passenger night
decreased by 23 % to 8 litres, with freshwater consumption up by 24.2 % to 46 litres. Our reporting covers all ships operating under the Mein Schiff,
Hapag-Lloyd Cruises. Marella and TUI River Cruises brands.
Cruises – carbon intensity
Carbon dioxide (CO 2) – relative kg / Cruise passenger night
2023
101
2022
132
Var. %
– 23.7
Environmental protection in our hotels
Our hotels and hotel partners continue to focus on promoting the sustainability transformation across their operations. Each hotel plays an
important role in managing the impacts on the local community, the economy and the environment. Emission reductions remain our key
priority, and we have prepared comprehensive roadmaps and defined targets for 2030 for our Hotels & Resorts segment. These targets have
been validated by the SBTi.
Our hotel portfolio is still growing and many of our hotels use green technology in order to improve their sustainability performance. The
generation of renewable energies from solar and wind power is a key element of the emission reduction roadmaps for our hotels, alongside
efficiency measures delivered through hotel refurbishment and standard-setting for new buildings.
Sustainable construction is an important tool for saving energy and cutting carbon emissions from hotels. In the financial year under review,
the Hotels & Resorts segment published Green Building Guidelines for the first time. They provide specific recommendations to our own hotels
and to our hotel partners for their construction and refurbishment projects. The Guidelines cover the key factors for reducing the ecological
footprint of construction and refurbishment projects and paring back water and energy consumption. They also cover aspects such as
monitoring systems, sustainability certifications and stakeholder communication. The Guidelines were reviewed by external experts from the
Fraunhofer IAO Institute.
For more information on the topic, please refer to: TUI Green Building Guidelines (online version): https://mediacenter.tui-info.com/onlinekataloge/
index.php?catalog=tui_greenbuildingguideline_gj2023_f#page_1
CONTENTS
M E T R I C S A N D TA R G E T S
T C F D R E C O M M E N D AT I O N
T U I A P P R O A C H
Our TUI Global Hotel Awards 2023 placed a particular emphasis on sustainability. The award included categories reflecting TUI’s Sustainability
Agenda. The winners in these categories are selected by an external committee based on pre-defined criteria. In 2023, TUI also granted an
award for sustainability innovation. Atlantica Hotels & Resorts was recognised for introducing new, sustainable technologies. Examples of this
commitment can be found on the Greek island of Rhodes, where the hotel company has invested in the latest solar panel technology, e-mobility
for electric cars and a water desalination plant.
We continued to drive forward the use of photovoltaic systems in our hotels to promote sustainable power generation. In cooperation with our
joint venture partners Riu, Grupotel and Atlantica, 19 PV systems with an output of almost 3,500 kWp were installed in Greece, Spain and the
Cape Verde Islands in financial year 2023.
Our hotels made further inroads towards a better ecological footprint in terms of emissions, water consumption and waste production. This
is the result of continual measures to improve our environmental performance alongside higher customer numbers and occupancy levels as
the pandemic subsided. The scope of the hotel KPI-reporting is made up of TUI’s Hotels & Resorts portfolio. This includes owned, managed,
leased and franchised properties.
Hotels – Carbon intensity
Carbon dioxide (CO 2) – relative kg / guest night
* Previous year adjusted due to inclusion of refrigerant gases
2023
12.4
2022
13.8 *
Var. %
– 9.8
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
15 2
CONTENTS
M E T R I C S A N D TA R G E T S
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
T C F D R E C O M M E N D AT I O N
T U I A P P R O A C H
c) Targets used by TUI to manage
climate-related risks and opportunities
and its performance against targets
For TUI Group, sustainability covering all three areas of economic, environmental and social sustainability is a fundamental management
principle and a cornerstone of our strategy for continually enhancing the value of our company. We firmly believe that sustainable development
is critical to long-term economic success. Together with our many partners around the world, we are actively committed to shaping a more
sustainable future for tourism.
We already operate some of the most efficient aircraft and cruise ships. Our commitment is to be industry-leading in achieving net-zero
emissions and we aim to achieve this target across our operations and supply chain by 2050 at the latest.
TUI has committed to the Science Based Targets initiative (SBTi) to reduce emissions in line with the latest climate science by 2030 for airlines,
cruises and hotels. The independent organisation has now checked and validated our reduction targets. It confirmed that they are in line with
the latest climate science. Our intensity and absolute targets are:
• Reduction of airline gCO2e per revenue passenger kilometer by 24 % by 2030 1, 3
• Reduction of absolute tCO2e from our own cruise operations by 27.5 % by 2030 1, 3
• Reduction of absolute tCO2e from TUI Hotels & Resorts own operations by 46.2 % by 2030 2, 3
1 Baseline 2019. Level of ambition well below 2 °C. CO 2e = CO 2 equivalents. Apart from carbon dioxide (CO 2 ), emissions include the other five greenhouse
gases impacting the climate as listed in the Kyoto Protocol: methane (CH4), nitrous oxide (N2O), hydro-fluorocarbons (HFCs), perfluorocarbons (PFCs)
and Sulphur hexafluoride (SF6). TUI Group’s science-based targets commitments include well-to-wake emissions for our airline and cruise operations
(emissions from aviation and marine fuel, scope 1 and scope 3, category 3).
2 Baseline 2019. Level of ambition 1.5 °C. For our hotels, the commitment includes emissions from all energy sources plus refrigerant gases (scope 1 and 2).
3 Airline, cruise and hotel GHG emissions figures published in the FY23 Non-Financial Declaration do not match the scope, boundaries or reporting methodology
of our science-based targets. Therefore inferences of progress towards achieving SBTs based on figures in this or previous Non-Financial Declarations should
not be made.
15 3
CONTENTS
Integrity & Compliance
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
Anti-corruption and bribery
In implementing our business activities, and along our supply chain, compliance with many national and inter-
national laws and rules as well as internal policies is essential. However, our understanding of Compliance
goes beyond respecting laws and regulations, as we shift our Company’s culture away from a purely rule-based
approach towards a living culture of integrity. Behaviour violating integrity principles may not only have legal
consequences, but can also result in lasting damage to TUI’s reputation. TUI’s Compliance Management
System aims to promote integrity and prevent potential misconduct, to make liability risks manageable for
TUI and its employees and in this way to protect the Company’s reputation. It is a fundamental component
in our commitment to corporate, environmental and social responsibility.
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
In the completed financial year, Integrity & Compliance focused on the core areas of, implementation of the
new legal requirements set out in the German Act on Corporate Due Diligence Obligations in Supply Chains
and the German Whistleblower Protection Act, training and risk analysis.
In the financial year under review, mandatory online training courses were provided on the Integrity Passport
(for all employees) and Fair Competition (for all employees in Finance, Legal, Purchasing, Procurement,
Corporate & External Affairs and Aviation). For selected groups of employees, in-person training sessions
with an anti-trust law expert were carried out to facilitate more in-depth discussions of specific legal questions
with employees. As sanctions have remained an important topic, an online training session on sanctions was
rolled out by the end of the financial year.
In order to comply with the obligations arising from the German Supply Chain Due Diligence Act and Whistle-
blower Protection Act, the whistleblowing system was opened up to third parties to provide an additional
channel for raising concerns confidentially and anonymously. The rules of procedure are available on TUI Group’s
website. In addition, the Integrity & Compliance team, in collaboration with other relevant stakeholders, has
drafted contractual clauses to reflect the obligations set out in the Supply Chain Due Diligence Act with
regard to human rights and environmental matters, and, where appropriate, to pass on these obligations to
business partners and suppliers.
Furthermore, a pilot risk analysis was implemented for selected TUI Group companies in the completed
financial year. The risk assessment was carried out by means of a revised survey and a newly developed
weighted assessment matrix which automatically calculates the risk score for each region / segment.
15 4
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 pilot and standard operation and the documentation
of roles, responsibilities and processes in these areas.
The Compliance Management System applies to TUI AG and all companies majority-owned, directly or
indirectly, by TUI AG, whether domestic or foreign, and to 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’).
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
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. He is supported by the Group Director Integrity & Compliance and the centralised
Integrity & Compliance team, forming part of Legal. All Compliance Officers are in close contact with local
management, who remain generally responsible for observing all the Compliance rules, and together they
are responsible for implementing our Compliance requirements and Integrity values, above all:
• Raising awareness of Integrity & Compliance and the associated core issues through communication
campaigns
• Performing risk analyses relating to the core Compliance issues and self-assessments or Pulse Checks
• Implementing measures to ensure that we comply with our commitment to integrity in line with the Integrity
Passport
• Providing training on the Integrity Passport and Fair Competition
• Advising employees, primarily with regard to trade sanctions, anti-corruption & anti-bribery and fair
competition
• Securing the necessary exchange of information between local management and the Integrity & Compliance
team
• Monitoring new national and international legislation
• Providing regular reports to the Group Executive Committee and to the Audit Committee of the Super-
visory Board
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 up 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, fellow employees and other stakeholders.
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 Integrity Passport serves as the guiding principle for our Executive Board,
managements, executives and employees alike. It provides orientation in key areas of people’s day-to-day
work and in conflict situations: fair competition, anti-bribery and anti-corruption, appropriate gifts and
hospitality, protection of our business secrets, data privacy, handling conflicts of interest, prevention of
insider trading, maintaining proper accounts and financial records, anti-money laundering, trade restrictions,
respectful dealings with each other, sustainability, and public communications about TUI and how to raise a
concern.
115 Supervisory Board and
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119 Corporate Governance
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157 Remuneration Report
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STATEMENTS AND NOTES
15 5
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. The
Suppliers’ Code of Conduct has been revised to reflect the Supply Chain Due Diligence Act which has entered
into force. Legal obligations resulting from the Act that must be observed in our own business operations
and in the supply chain have been incorporated or set out in more detail. This places our business relationships
with our business partners on a solid basis.
M A N A G E M E N T O F I N T E G R I T Y & C O M P L I A N C E P O L I C I E S
The principles anchored in the Integrity Passport are communicated to and implemented in TUI Group
through our policies, statements and manuals. Our Group-wide policy management develops the standards
for Group-wide policies and coordinates the involvement of relevant internal stakeholder groups, e. g. other
departments and the works council. This approach is designed to provide employees with a set of policies
which are as comprehensible as possible. TUI Group’s Compliance policies offer guidance on a range of
issues, including how to react to gifts and hospitality and fair competition. In the financial year under review,
the Group Policy on Trade Sanctions was updated and adjusted to existing processes within TUI Group.
I N T E G R I T Y & C O M P L I A N C E – R I S K A N A LY S I S
Integrity & Compliance performed a pilot risk analysis for eight TUI Group companies across all regions and
segments. The responsible Compliance Officers selected the companies on a risk based approach. The criteria
applied included the revenues, business activities, headcount, business location and headquarters of the
companies. The risk assessment was performed by means of a revised survey and a newly developed weighted
assessment matrix which automatically calculates the risk score for each region / segment. The survey
comprises general and specific questions, e. g. on use of the SpeakUp Line and the Gifts & Hospitality
Register, the business environment and incident management. The individual companies cooperated closely
with local management in answering the questions and assessing the risks. Additional objective criteria
included the corruption perception index, number of training programmes and number of reported and
confirmed incidents. On that basis, risk scores were calculated for each individual company. The risks deter-
mined in this way proved moderate. Where necessary, risk mitigation measures were adopted. TUI Group is
planning to roll out this risk analysis across the Group in order to further enhance the determination of risks
and the identification of mitigation measures for TUI Group.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
15 6
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 for risk groups within TUI. To enable Legal and Procurement to deal with the topic in depth and engage
in dialogue on specific legal questions, training programmes were offered and implemented by a lawyer
specialising in competition law and compliance. Other training schemes with their own specific focus addressed
anti-corruption and the appropriate handling of gifts and hospitality to raise awareness of the risk-related
challenges employees might face. As sanctions remain an important topic, an online training programme was
rolled out by the end of the financial year.
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 E 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 similar listings cannot be
ruled out.
Business partners were checked against international sanctions, terrorist and wanted persons lists via the
Internet data base provider. In the event of a red flag, further measures were launched, in the severest cases
terminating the business relationship.
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. In addition, in financial year 2023 we
have reported 15 data breaches in accordance with Art. 33 GDPR. However, no fines are imposed so far.
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 employees a Group-wide whistleblower system to enable indications of infringements of laws
or the policies anchored in TUI’s Integrity Passport to be reported anonymously and without reprisals. This
whistleblowing system is currently available to staff in 53 countries. In accordance with the requirements of
the Supply Chain Due Diligence Act and the EU Whistleblowing Directive, it has been opened up for third
parties outside TUI Group. All reports are consistently followed up in the interests of all stakeholders and
the Company. Our top priority is to ensure confidentiality and handle information discreetly. Any incident
resulting from the use of the whistleblower system is reviewed and followed up by the Integrity & Compliance
team, and is investigated and handled in conjunction with different departments, depending on the issue at
stake.
The opening of the whistleblowers system to third parties, has significantly increased the number of reports
received. In the financial year under review, a total of 117 reports on compliance issues (in 2022 43 reports)
were received through the SpeakUp Line. Apart from the SpeakUp Line, employees also used the opportunity
to report infringements through other channels e. g. directly to their line managers, the local Compliance
contact or the Compliance Mailbox, which is also available externally. A further 29 reports (in 2022 26 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 146 reports (in 2022 69 reports) submitted
in total, 78 cases (in 2022 30 cases) initially presented prima facie indications of a Compliance infringement,
leading to further investigations, which in ten cases (in 2022 eight cases) resulted in further measures.
Regarding infringements of human rights or environmental requirements under the Supply Chain Due Diligence
Act, 31 reports have been received through the SpeakUp Line since 1 January 2023. In 18 cases, employees
used the opportunity to report infringements directly to their line managers, the local Compliance contact
or the Compliance Mailbox. Out of the 49 reports submitted in total, 49 cases initially presented prima
facie indications of an infringement, leading to further investigations, which in four cases resulted in
further measures.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
15 7
Remuneration 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 (GCGC), the requirements of the German Stock Corporation Act (Aktiengesetz –
AktG) and, where possible, the recommendations of the UK Corporate Governance Code (UK CGC). In addition,
the Remuneration Report includes the disclosures required by Section 162 of the German Stock Corporation
Act (AktG) as amended by the Act implementing the Second Shareholders’ Rights Directive (SRD II).
As a German stock corporation, TUI AG is also listed on the London Stock Exchange (LSE). Where mandatory
rules on the governance structure and legal requirements of a German stock corporation are affected, these
are presented accordingly in this report and, where appropriate, placed in the context of the UK CGC.
Executive Board and Executive Board Remuneration
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 revision of the remuneration system in-
cluded different performance targets for the short-term variable remuneration (STI). Furthermore, the Total
Shareholder Return (TSR) performance target was removed from the calculation of the long-term variable
remuneration (LTIP). In addition, the current remuneration system now includes compliance malus and clawback
rules, thus taking into account the requirements of UK-based stakeholders and the recommendations of the
GCGC in particular. The remuneration system in its current 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 GCGC as amended on 7 February 2017 and the draft of the new version
of the GCGC as of 16 December 2019. In addition, the recommendations of the UK CGC and a different market
practice in the United Kingdom were also taken into account in the revision. Against the background of
changes in market practice and further developments in the structure of Executive Board remuneration
since the last fundamental revision of the remuneration system, the remuneration system for TUI AG’s
Executive Board was revised to include and take account of the aforementioned 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 designing the Executive Board
remuneration system, the Supervisory Board was supported by renowned, independent external remuneration
consultants PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC).
According to the German Stock Corporation Act in the version of SRD II, the Supervisory Board must in future
submit the remuneration system for approval whenever there is a significant change, but at least every four
years. The Supervisory Board had to make such a submission for the first time at the first ordinary Annual
General Meeting following 31 December 2020. TUI AG’s previous voluntary procedure in line with the UK CGC
already largely complied with these new requirements. In the context of the resolution adopted on
25 March 2021, the Annual General Meeting approved and thus adopted the remuneration system for the
members of the Executive Board by 95.8 %. Pursuant to the German Stock Corporation Act in the version of
SRD II, the Executive Board and Supervisory Board must also prepare an annual Remuneration Report,
which must comply with certain requirements (Section 162 AktG). The auditor has to check whether the
Remuneration Report pursuant to Section 162 AktG contains all legally required information and, in addition,
to issue an audit opinion. Pursuant to Section 120a (4) AktG, the audited Remuneration Report must be
submitted to the Annual General Meeting for a decision on its approval. Under the applicable transitional
law, the new provisions of the AktG on the Remuneration Report had to be applied for the first time for the
first financial year beginning after 31 December 2020. Accordingly, the Remuneration Report for financial
year 2022 would in principle have had to be submitted to the Annual General Meeting of TUI AG for approval
for the first time in 2023. However, the Executive Board and Supervisory Board of TUI AG have made use of
the option to voluntarily apply the new provisions of the German Stock Corporation Act on the Remuneration
Report earlier. This was also done to fulfil a contractual obligation TUI AG has assumed vis-à-vis the Economic
Stabilisation Fund in September 2020 in the framework of the granting of stabilisation measures in accordance
with the Economic Stabilisation Fund Act. The Remuneration Report prepared and audited within the meaning
of Section 162 AktG for financial year ended 30 September 2022 was approved by the shareholders of
TUI AG on 14 February 2023 with 97.62 %. The decision of the Annual General Meeting on the approval of
the Remuneration Report is of recommendatory nature.
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
In the financial year 2023, the Executive Board consisted of the following members.
• Sebastian Ebel: CEO
• David Burling: CEO Markets & Airlines
• Mathias Kiep: CFO
• Peter Krueger: CSO & CEO HEX
• Sybille Reiss: CPO / Labour Director
• Frank Rosenberger: CIO (until the end of 31 October 2022)
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.
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 F I N A N C I A L Y E A R 2 0 2 3
In financial year 2023, 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 effect and
approved by the Annual General Meeting as well as the structure of the individual remuneration components.
CONTENTS
In particular, the following principles are taken into account:
FINANCIAL YEAR 2023
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• Comprehensibility and transparency
• Economic situation, success and sustainable development of the Company
• Linking the shareholder interest in value enhancement and profit distribution with corresponding perfor-
mance incentives for the members of the Executive Board
• Competitiveness in the market for highly qualified managers
• Appropriateness and orientation towards tasks, responsibility and success of each individual member of
the Executive Board, also in a relevant environment of comparable international companies, taking into
account the typical practice in other large German companies
• Linking a significant part of the total remuneration to the achievement of demanding long-term perfor-
mance targets
• Appropriate relationship between the amount of the fixed remuneration and the performance-related
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
remuneration
• Adequacy in horizontal and vertical comparison
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 the granting of variable remuneration
components,
• what the relationship is between the achievement of the previously agreed performance criteria and the
variable remuneration,
• in which form and when the member of the Executive Board can dispose of the variable remuneration
amounts.
The remuneration system adopted by the Supervisory Board at the end of 2019 and approved by the 2020
and 2021 Annual General Meetings also contains a compliance malus and clawback provision. Accordingly, in
the event of a serious breach by the beneficiary of the principles contained in the Company’s Code of
Conduct or of due diligence in the management of the Company during the assessment period of the
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.
In the financial year 2023, the Supervisory Board did not make use of the option to withhold or reclaim
variable remuneration components.
15 8
Target total remuneration
TA R G E T
The target total remuneration of the members of the Executive Board was determined as follows.
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
1
Fringe benefits
38
Long Term
Incentive Plan
(LTIP)
%
10
Pension/
service costs
24
Short Term
Incentive (STI)
27
Fixed remuneration
€ ’000
Sebastian Ebel
David Burling
Mathias Kiep
Peter Krueger
Sybille Reiss
Frank Rosenberger2
1 Fixed amount, no cap applied.
2 Appointment until the end of 31 October 2022.
Fixed
remuneration1
STI
LTIP
1,100.0
680.0
600.0
600.0
600.0
600.0
1,270.0
500.0
465.0
465.0
465.0
465.0
1,830.0
920.0
765.0
765.0
765.0
765.0
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
15 9
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
(2) STI
16 0
(1) Fixed remuneration
TA R G E T
Fixed remuneration paid in twelve equal monthly instalments in arrears at the end of a month, taking into
account the applicable tax and social security regulations.
Together with the other remuneration components, the fixed remuneration forms the basis for attracting
and retaining the highly qualified members required for the development and implementation of the corporate
strategy for the Executive Board.
I N T R A - G R O U P M A N D AT E S
No separate remuneration / offset 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 (reported),
the one-year variable remuneration is linked to the achievement of a key Group performance indicator in
the respective financial year.
DE SCRIPTION STI
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
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
+
C A S H F L O W
Interpolated degree
of target
achievement
Weighting:
75 %
Weighting:
25 %
I N D I V I D U A L
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
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)
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 performance factor: 0.8 to 1.2
• Adjustment element pursuant to section G.11 DCGK
• Compliance malus and 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
W E I G H T I N G
75 %
Performance
Corridor
Earnings Target
0
20
40
60
80
100
> 115
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
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119 Corporate Governance
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157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
161
Group key figure 2
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
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 %
of EBIT budget rates
– 15 %
target
> + 15 %
+ 15 %
of EBIT budget rates
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
targets, as well as their weighting in relation to each other. ESG targets 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 (shareholder value) are to be increased in the
long term by setting ambitious targets that are closely linked to the Company’s earnings, the share price
development and the dividend. By linking earnings per share and share price performance, congruence is
established between the interests and expectations of shareholders and the remuneration of the 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.
Individual performance
(3) LTIP
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
16 2
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 €
• Compliance Malus and Clawback
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
CONTENTS
FINANCIAL YEAR 2023
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119 Corporate Governance
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157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
16 3
CONTENTS
FINANCIAL YEAR 2023
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119 Corporate Governance
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CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Shares
Payment
(4) Fringe benefits
16 4
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 for the twenty trading days prior to the first
day of financial year.
• The final number of virtual shares is calculated from the product of the preliminary number of virtual
shares and the degree of target achievement of the key figures.
Multiplication of the final number of virtual shares by the average Xetra share price of TUI AG of the last
twenty trading days in the respective 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
• Twice per financial year reimbursement of costs of a trip or individual travel components from programmes
of tour operators in which TUI holds a majority stake (incl. discount for family members); only applies to
the service agreements of Mr Ebel, Mr Burling, and Mr Rosenberger; does not apply to the service
agreements of Mr Kiep, Mr Krueger and Ms Reiss
• Discount of 75 % on flights with a TUI airline. Applies only to the service agreements of Mr Ebel,
Mr Burling and Mr Rosenberger; does not apply to the service agreements of Mr Kiep, Mr Krueger
and Ms Reiss
• Accident insurance
• Subsidy for health and long-term care insurance
• Criminal law protection and D&O insurance
• Company car / car allowance
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
(5) Maximum remuneration
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 (bAV) 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.
M A X I M U M R E M U N E R AT I O N
Fixed remuneration1
STI
€ ’000
Sebastian Ebel
David Burling
Mathias Kiep
Peter Krueger
Sybille Reiss
Frank Rosenberger2
1 Fixed amount, no cap applied.
2 Appointment until the end of 31 October 2022.
1,100.0
680.0
600.0
600.0
600.0
600.0
2,743.2
1,080.0
1,004.4
1,004.4
1,004.4
1,004.4
LTIP
Maximum
total remuneration
4,392.0
2,208.0
1,836.0
1,836.0
1,836.0
1,836.0
7,500.0
3,500.0
3,500.0
3,500.0
3,500.0
3,500.0
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
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.
(6) Severance payment cap in the event
of early termination of contract
(7) Pension benefits
Contributions to the company pension scheme
• Mr Ebel: € 454.5 k per year. In the case of Mr Ebel, the resulting pension can be paid out when he reaches
the age of 62.
• Mr Rosenberger: € 230.0 k per year. In the case of Mr Rosenberger, the resulting pension can be paid out
Fixed annual payout amounts for the purpose
of retirement benefits
16 5
when he reaches the age of 63.
• Mr Burling: € 225.0 k per year
• Mr Kiep: € 230.0 k per year
• Mr Krueger: € 230.0 k per year
• Ms Reiss: € 230.0 k per year
CONTENTS
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 A P P O I N T E D 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 A N D F O R 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 W I T H C U R R E N T S E R V I C E C O N T R A C T S 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 appointed members of the Executive Board or former members of the Executive
Board with current service contracts in accordance with IAS 19 totalled € 11,805.2 k as at 30 September 2023
(previous year € 13,235.3 k). Of this amount, € 3,796.0 k (previous year € 4,210.9 k) related to entitlements
earned by Mr Ebel in the framework of his work for TUI Group until 31 August 2006. The remaining entitle-
ments were distributed as follows:
Pensions and the amounts spent or accrued for this purpose by the appointed members
of the Executive Board or former members of the Executive Board with current service
contracts under TUI AG’s pension plan
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, the members of the Executive Board do not
receive any benefits.
If the appointment of a member of the Executive Board is revoked, the respective service agreement shall
also end. If the revocation is not based on a reason which at the same time constitutes an important reason
for termination of the service agreement without notice, the service agreement shall end upon expiry of a
period of expiry. This expiry period is generally twelve months.
In the event of premature termination of the service contract, the STI and the payments from the LTIP are
regulated as follows:
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Addition to / reversal
from pension provisions
Net present value
• STI:
€ ’000
Friedrich Joussen
Sebastian Ebel
Total
2023
251.2
727.9
979.1
2022
30 Sep 2023
30 Sep 2022
– 694.7
– 140.2
– 834.9
5,002.3
3,006.9
8,009.2
4,751.1
2,279.0
7,030.1
For the pension obligations of Mr Ebel and Mr Rosenberger, corresponding assets were transferred in each
case to a trustee on a fiduciary basis in line with the contractual agreement in order to finance the pension
rights and to secure them in case of a security event.
Due to the appointment of Mr Ebel as Chairman of the Executive Board from 1 October 2022, his commitment
was amended in financial year 2023. According to addendum no. 7 paragraph 3.e. dated 29 July 2022 to the
service agreement between TUI AG and Mr Ebel, the pension contribution will increase from € 207,000 to
€ 454,500.
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
employment contract without good cause are limited in principle in Mr Ebel’s service agreement to the value
of two years’ remuneration (severance payment cap).
In the service agreements of Mr Burling, Mr Kiep, Mr Krueger, Ms Reiss and Mr Rosenberger, it is agreed that
payments in the event of premature termination of their Executive Board activities without good cause may
not exceed the value of one year’s remuneration (severance payment cap).
16 6
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
• If the service agreement is terminated by the Company before the end of the one-year performance
period for good cause for which the member of the Executive Board is responsible, or if the member of
the Executive Board resigns without good cause, the entitlement to an annual bonus for the performance
period in question shall lapse without replacement or compensation.
• In all other cases of early termination of the service agreement before the end of the one-year perfor-
mance period, the STI shall be paid pro rata temporis.
• LTIP:
• Claims under the LTIP shall lapse without replacement or compensation for all tranches not yet
disbursed if the service agreement is terminated by 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 entitle-
ments under the LTIP for tranches not yet paid out are retained. The tranche for the current financial
year is reduced pro rata temporis. The amount to be paid out is determined in the same way as in the
case of a continuation of the service agreement.
In connection with the stabilisation measures and associated remuneration restrictions, it was agreed
with Mr Joussen and Mr Burling that they could unilaterally resign from their positions as members of the
Executive Board from 1 June 2022 with a notice period of three months to 30 September 2022, whereby JEV
and LTIP would be paid out in accordance with the contract and would not lapse. On 24 June 2022, Mr Joussen
exercised his right of resignation from his office as member of the Executive Board of TUI AG ahead of schedule
as per 30 September 2022. During the agreed expiry period of 24 months, TUI AG has agreed to process the
service agreement in accordance with the service agreement until the termination date. Mr Burling did not
exercise his right of resignation.
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 declaring which such termination, or following the conclusion of a termination agreement, in whole or
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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 WSF stabilisation measures were repaid with effect from 27 April 2023. The conditions and covenants to
be fulfilled by TUI under Framework Agreement II generally ended on the stabilisation termination date.
Procedure
The rest of the service agreement is not affected by this. The service agreements of the members of the
Executive Board do not contain any change of control clauses.
TUI AG had agreed corresponding amendments to the service agreements with all Executive Board members,
adjusting the benefits generally promised under the remuneration system to the remuneration restrictions
agreed with the Economic Stabilisation Fund.
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 3
In financial year 2023, Mr Frank Rosenberger resigned from TUI AG’s Executive Board. Mr Rosenberger was
originally appointed as a member of TUI AG’s Executive Board until the end of 31 December 2023. TUI AG
and Mr Rosenberger terminated the Executive Board mandate prematurely by mutual agreement as per the
end of 31 October 2022. On the occasion of the termination, TUI AG concluded a termination agreement with
Mr Rosenberger. 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 31 December 2023. TUI AG promised
Mr Rosenberger that his remuneration would be settled in accordance with the contract until the termination
date of the service agreement. The fringe benefits and the company car were only granted until the termination
of the Executive Board mandate.
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
Principle
On 4 January 2021, TUI AG had 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 was not allowed to receive any remuneration in excess of the basic
remuneration of this member of the Executive Board as at 31 December 2019 (including any Group remu-
neration in the event of dual employment at another Group Company), as long as at least 75 % of the
stabilisation measure had not been repaid. The framework agreement also stipulated that, as long as TUI AG
makes use of the stabilisation measure, it would 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’.
Due to the corresponding amendment of the service agreements and the waivers of the Executive Board
members, TUI AG deviated until termination of the WSF stabilization measures from the remuneration system
in place in financial year 2023 with regard to the Short Term Incentive (STI) and the Long Term Incentive Plan
(LTIP). The deviation was in the interest of TUI AG and was a prerequisite for TUI AG to be able to took
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 2023.
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 TA R G E T S
The following describes how the performance criteria were applied and the targets for the variable remuner-
ation components were achieved in financial year 2023.
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 STI
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
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)
16 7
For members of the Executive Board who were appointed as members of the Executive Board at the time
the stabilisation measure was granted or thereafter, the upper limit was the basic remuneration of members
of the Executive Board with the same level of responsibility as at 31 December 2019.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
With regard to STI’s individual performance factor for the financial year 2023, the Supervisory Board decided
to define individual targets, success criteria for the performance of the entire Executive Board and success
criteria for the stakeholder targets. The company-wide transformation process and the prioritisation and
implementation of the IT roadmap were key objectives here. Furthermore, the focus was on customer and
employee satisfaction.
In addition, the members of the Executive Board have been given ESG targets. These include the implemen-
tation of emission reduction plans in the cruise segment, the definition and agreement of industry-leading
standards for new construction and renovation in the hotel sector, and targets related to Sustainable Fuel
(SAF) procurement.
Following the termination of the remuneration restrictions, the Supervisory Board has also re-established
target achievement for EBIT (reported) and cash flow. The 2023 summer programme showed a strong
performance, exceeding the previous year and almost matching the pre-pandemic level. Challenging factors,
especially at the beginning of the financial year 2023, were the fuel and exchange rate developments. In
addition, events beyond TUI’s control, such as the forest fires in Rhodes, were recorded. Despite these
factors, reported earnings rose significantly year-on-year and EBIT (reported) showed a degree of target
achievement of 119 %. The cash flow1 showed a degree of target achievement of 67 %. Taking into account
the weighting of the key figures, this leads to an overall target achievement of around 106 % for STI 2023.
Thus, in the 2023 financial year, there is remuneration granted and owed within the meaning of § 162 para.
1 sentence 1, sentence 2 no. 1 of the German Stock Corporation Act (AktG) from the STI for the financial
year 2023.2
Following the end of the remuneration restrictions, the Supervisory Board again set an individual perfor-
mance factor for each member of the Executive Board based on the targets set for the financial year 2023
as a precautionary measure despite the remuneration restrictions in place at the time. Overall, multiplying
the target amounts by the weighted target achievement levels for EBIT and cash flow as well as the individual
performance factor results in an STI for the members of the Executive Board that is commensurate with the
results of the financial year. After evaluation, the Supervisory Board came to the following conclusions
regarding the individual performance factor: Sebastian Ebel: 1.2; David Burling: 1.2; Mathias Kiep: 1.2; Peter
Krueger: 1.2 and Sybille Reiss: 1.2. The factor 1.0 was defined for the former Executive Board members
Friedrich Joussen and Frank Rosenberger, who still have service agreements that are due to expire.
I I I .1 . 2 LT I P
The payment of the LTIP tranche 2020 – 2023 is governed by the provisions of the remuneration system,
which came into effect retroactively as of 1 October 2019.
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)
The LTIP tranche was based on an average TUI AG share price of € 9.87 at the time of allocation. At the end
of the performance period, TUI AG’s average stock price was € 5.44. Due to the development of the EPS
during the years of the COVID-19 pandemic, no target achievement level could be reached. The EPS were
below the € 0.50 mark for financial years 2020, 2021 and 2022, at which point the Supervisory Board is to
set new absolute target values for the EPS as well as minimum and maximum values for determining the
percentage target achievement in accordance with the relevant remuneration system. After the termination
of the remuneration restrictions, the Supervisory Board defined corresponding absolute values. For the past
financial years with negative EPS, a target achievement of 0 was defined. For the respective remaining terms,
the absolute EPS target values were determined on the basis of the original approved planning at the beginning
of the respective performance period. For the LTIP tranche 2020 – 2023, there is no remuneration granted
and owed in December 2023 within the meaning of Section 162 para. 1 sentence 1, sentence 2 no. 1 AktG.2
1 For a detailed definition of cash flow, please refer to the section ‘Value-oriented Group management’ in the summarised
management report.
2 The definition of the remuneration granted and owed within the meaning of Section 162 para. 1 sentence 1, sentence 2 no. 1 AktG
can be found in Section III. 3.1.
16 8
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
I I I . 2 L O A N S O R A D V A N C E S
No loans or advances were granted to the members of the Executive Board in financial year 2023, as in the
previous year and the previous years.
I I I . 3 A P P L I C AT I O N S
CORPORATE GOVERNANCE
I I I . 3 .1
‘ R E M U N E R AT I O N G R A N T E 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) S E N T E N C E 1
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
A K T G I N F I N A N C I A L Y E A R 2 0 2 3
Pursuant to Section 162 para. 1 sentence 1, sentence 2 no. 1 AktG, all fixed and variable remuneration com-
ponents ‘granted and owed’ to the individual members of the Executive Board in financial year 2023 must
be disclosed. The values stated for both the STI and the LTIP for financial year 2023 refer to the remuneration
components ‘granted and owed’ in the respective financial year pursuant to Section 162 (1) sentence 1 AktG.
They thus include all benefits earned in the respective financial year. The value of the STI therefore corresponds
to the amount for the STI for financial year 2023, which would not be paid out until financial year 2024 in
accordance with the service agreement. The value of the LTIP tranche 2020 – 2023 therefore corresponds in
value to the amount for the LTIP whose four-year term ended on 30 September 2023, but which would not
be paid out until the 2024 financial year in accordance with the service agreement.
In the financial year 2023, the members of the Executive Board neither received nor were promised benefits
from third parties with regard to their activities on the Executive Board.
16 9
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Remuneration ‘granted and owed remuneration’ pursuant to section 162 (1) sentence 1 AktG
Sebastian Ebel
CEO,
since 1 October 2022
David Burling
Member of the Executive Board,
since 1 June 2015
Mathias Kiep
Member of the Executive Board,
since 1 October 2022
Fixed remuneration
Fringe benefits3
Total
STI
LTIP
LTIP Tranche (2019 – 2022)
LTIP Tranche (2020 – 2023)
Others
Claw back according to § 162 para. 1
sen. 2 no. 4 AktG4
Total
Pension / service costs5
Total remuneration
€ ’000
2022
680.0
18.0
698.0
0.0
0.0
0.0
0.0
698.0
263.5
961.5
in %2
70.7
1.9
72.6
0.0
0.0
0.0
0.0
72.6
27.4
100.0
€ ’000
2023
1,100.0
18.0
1,118.0
1,615.5
0.0
0.0
0.0
2,733.5
282.8
3,016.3
in %2
36.5
0.6
37.1
53.6
0.0
0.0
0.0
90.6
9.4
100.0
€ ’000
2022
680.0
19.2
699.2
0.0
0.0
0.0
0.0
699.2
225.0
924.2
in %2
73.6
2.1
75.7
0.0
0.0
0.0
0.0
75.7
24.3
100.0
€ ’000
2023
680.0
30.3
710.3
636.0
0.0
0.0
0.0
1,346.3
225.0
1,571.3
in %2
43.3
1.9
45.2
40.5
0.0
0.0
0.0
85.7
14.3
100.0
€ ’000
2022
in %2
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
0.0
€ ’000
2023
600.0
18.0
618.0
591.5
0.0
0.0
1,209.5
230.0
1,439.5
in %2
41.7
1.3
42.9
41.1
0.0
0.0
84.0
16.0
100.0
1 Member of the Executive Board since 15 October 2012 until 30 September 2022; Co-Chairman of the Executive Board from 9 December 2014 to 9 February 2016.
2 The relative shares stated here refer to the remuneration components ‘granted and owed’ in the respective financial year in accordance with section 162 (1) sentence 1 AktG. They thus include all benefits
actually granted in the respective financial year, irrespective of the financial year for which they were paid to the Executive Board members. The relative shares are therefore not comparable with the relative
shares in the description of the remuneration system pursuant to section 87a (1) no. 3 AktG, which will be submitted to the Annual General Meeting together with this Remuneration Report. The shares
stated in the remuneration system refer to the respective target values.
3 Without insurance from group contracts.
4 The service agreements of the members of the Executive Board include – in accordance with the remuneration system adopted by the Supervisory Board in December 2019 – a compliance malus and clawback
provision. In financial year 2023 TUI AG did not use this provision.
5 For Mr Ebel, Mr Joussen and Mr Rosenberger service costs according to IA S 19, therefore not constituting ‘awarded and owed’ remuneration’ within the meaning of section 162 (1) sentence 1 AktG. For Mr Burling,
Mr Kiep, Mr Krueger and Mrs Reiss payments for pension contribution and therefor part of ‘awarded and owed’ remuneration within the meaning of Section 162 (1) sentence 1 AktG.
6 Member of the Executive Board until 31 October 2022.
Table continues on next page
17 0
Remuneration ‘granted and owed remuneration’ pursuant to section 162 (1) sentence 1 AktG
Fixed remuneration
Fringe benefits3
Total
STI
LTIP
LTIP Tranche (2019 – 2022)
LTIP Tranche (2020 – 2023)
Others
Claw back according to § 162 para. 1
sen. 2 no. 4 AktG4
Total
Pension / service costs5
Total remuneration
Peter Krueger
Member of the Executive Board,
since 1 January 2021
€ ’000
2022
600.0
18.0
618.0
0.0
0.0
0.0
618.0
230.0
848.0
in %2
70.8
2.1
72.9
0.0
0.0
0.0
72.9
27.1
100.0
€ ’000
2023
600.0
18.0
618.0
591.5
0.0
0.0
1,209.5
230.0
1,439.5
in %2
41.7
1.3
42.9
41.1
0.0
0.0
84.0
16.0
100.0
€ ’000
2022
600.0
18.0
618.0
0.0
0.0
0.0
618.0
230.0
848.0
in %2
70.8
2.1
72.9
0.0
0.0
0.0
72.9
27.1
100.0
1 Member of the Executive Board since 15 October 2012 until 30 September 2022; Co-Chairman of the Executive Board from 9 December 2014 to 9 February 2016.
2 The relative shares stated here refer to the remuneration components ‘granted and owed’ in the respective financial year in accordance with section 162 (1) sentence 1 AktG. They thus include all benefits
actually granted in the respective financial year, irrespective of the financial year for which they were paid to the Executive Board members. The relative shares are therefore not comparable with the relative
shares in the description of the remuneration system pursuant to section 87a (1) no. 3 AktG, which will be submitted to the Annual General Meeting together with this Remuneration Report. The shares
stated in the remuneration system refer to the respective target values.
3 Without insurance from group contracts.
4 The service agreements of the members of the Executive Board include – in accordance with the remuneration system adopted by the Supervisory Board in December 2019 – a compliance malus and clawback
provision. In financial year 2023 TUI AG did not use this provision.
5 For Mr Ebel, Mr Joussen and Mr Rosenberger service costs according to IA S 19, therefore not constituting ‘awarded and owed’ remuneration’ within the meaning of section 162 (1) sentence 1 AktG. For Mr Burling,
Mr Kiep, Mr Krueger and Mrs Reiss payments for pension contribution and therefor part of ‘awarded and owed’ remuneration within the meaning of Section 162 (1) sentence 1 AktG.
6 Member of the Executive Board until 31 October 2022.
Continued from previous page
Sybille Reiss
Member of the Executive Board,
since 1 July 2021
€ ’000
2023
600.0
18.0
618.0
591.5
0.0
0.0
1,209.5
230.0
1,439.5
in %2
41.7
1.3
42.9
41.1
0.0
0.0
84.0
16.0
100.0
Table continues on next page
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
17 1
Remuneration ‘granted and owed remuneration’ pursuant to section 162 (1) sentence 1 AktG
Fixed remuneration
Fringe benefits3
Total
STI
LTIP
LTIP Tranche (2019 – 2022)
LTIP Tranche (2020 – 2023)
Others
Claw back according to § 162 para. 1
sen. 2 no. 4 AktG4
Total
Pension / service costs5
Total remuneration
Friedrich Joussen
CEO,
since 14 February 20131
€ ’000
2023
1,100.0
0.0
1,100.0
1,346.2
0.0
0.0
0.0
2,446.2
452.9
2,899.1
in %2
37.9
0.0
37.9
46.4
0.0
0.0
0.0
84.4
15.6
100.0
€ ’000
2022
600.0
25.2
625.2
0.0
0.0
0.0
0.0
625.2
362.3
987.5
€ ’000
2022
1,100.0
57.6
1,157.6
0.0
0.0
0.0
0.0
1,157.6
571.6
1,729.2
in %2
63.6
3.3
66.9
0.0
0.0
0.0
0.0
66.9
33.1
100.0
Continued from previous page
Frank Rosenberger
Member of the Executive Board,
since 1 January 20176
€ ’000
2023
600.0
13.3
613.3
492.9
0.0
0.0
0.0
1,106.2
0.0
1,106.2
in %2
54.2
1.2
55.4
44.6
0.0
0.0
0.0
100.0
0.0
100.0
in %2
60.8
2.6
63.3
0.0
0.0
0.0
0.0
63.3
36.7
100.0
1 Member of the Executive Board since 15 October 2012 until 30 September 2022; Co-Chairman of the Executive Board from 9 December 2014 to 9 February 2016.
2 The relative shares stated here refer to the remuneration components ‘granted and owed’ in the respective financial year in accordance with section 162 (1) sentence 1 AktG. They thus include all benefits
actually granted in the respective financial year, irrespective of the financial year for which they were paid to the Executive Board members. The relative shares are therefore not comparable with the relative
shares in the description of the remuneration system pursuant to section 87a (1) no. 3 AktG, which will be submitted to the Annual General Meeting together with this Remuneration Report. The shares
stated in the remuneration system refer to the respective target values.
3 Without insurance from group contracts.
4 The service agreements of the members of the Executive Board include – in accordance with the remuneration system adopted by the Supervisory Board in December 2019 – a compliance malus and clawback
provision. In financial year 2023 TUI AG did not use this provision.
5 For Mr Ebel, Mr Joussen and Mr Rosenberger service costs according to IA S 19, therefore not constituting ‘awarded and owed’ remuneration’ within the meaning of section 162 (1) sentence 1 AktG. For Mr Burling,
Mr Kiep, Mr Krueger and Mrs Reiss payments for pension contribution and therefor part of ‘awarded and owed’ remuneration within the meaning of Section 162 (1) sentence 1 AktG.
6 Member of the Executive Board until 31 October 2022.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
17 2
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
17 3
I I I . 3 . 2 C O M P L I A N C E W I T H T H E M A X I M U M R E M U N E R AT I O N A S R E M U N E R AT I O N C A P S
For financial year 2023, in addition to the maximum amounts for the one-year and multi-year variable
remuneration, a maximum amount for the remuneration for financial year as a whole (including fringe
benefits and pension commitment) is provided for in accordance with Section 87a para. 1 sentence 2 no. 1 AktG.
This maximum remuneration is € 7.5 m for the Chairman of the Executive Board and € 3.5 m for an ordinary
member of the Executive Board and relates to the remuneration granted for a financial year. If the remuner-
ation for financial year 2023 exceeds the aforementioned maximum limit, the LTIP will be reduced according-
ly. As the multi-year variable remuneration component is not available until the third year after the end of
the reporting year due to the four-year performance period, compliance with the maximum remuneration
for financial year 2023 can only be reported conclusively as part of the Remuneration Report for financial
year 2026.
I I I . 3 . 3
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 as against the previous financial year.* The remuneration of the Executive Board
members included in the table reflects the benefits earned in the respective financial year. For active members
of the Executive Board, these values for financial year 2023 correspond to the values stated in the table
‘Remuneration granted and owed within the meaning of Section 162 (1) sentence 1 AktG’.
As a matter of principle, the development of earnings is presented on the basis of the development of
TUI AG’s net profit for the year in accordance with Section 275 (2) no 17 of the German Commercial Code
(HGB). Since the remuneration of the Executive Board members also depends to a significant extent on the
development of Group key figures, TUI Group’s earnings trend also includes the development of TUI Group’s
underlying EBIT shown in the consolidated financial statements for financial years 2020, 2021, 2022 and 2023
and TUI Group’s underlying EBITA shown in the consolidated financial statements for financial years 2018
and 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 (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 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 %)
2023 vs. 2022
2022 vs. 20216
2021 vs. 2020
2020 vs. 2019
2019 vs. 2018
Executive Board remuneration1
Sebastian Ebel
(CEO since 1 October 2022)
David Burling
Mathias Kiep
Peter Krueger7
Sybille Reiss7
Friedrich Joussen
(CEO until 30 September 2022)
Frank Rosenberger
(CIO until 31 October 2022)
Horst Baier
(CFO until 30 September 2018)2
Birgit Conix
(CFO until 31 December 2020)
Dr Elke Eller
(CHRO until 30 June 2021)
Earnings performance
TUI AG 3
TUI Group4
252
70
70
70
80
56
7
3
139
0
0
33
300
0
– 1
0
– 100
– 97
– 177
120
Average employee remuneration
on F TE basis
Company employees5
30
10
– 58
– 55
– 74
– 45
– 73
144
– 48
– 88
– 22
4
7
5
5
5
– 32
– 1
30
69
6
– 2
– 8
– 1
– 1
10
– 4
0
– 1,994
– 435
– 2
1 Remuneration granted and owed within the meaning of section 162 (1) sentence 1 AktG (fixed remuneration, STI, LTIP, fringe benefits
and fixed annual pension payment for Mr Burling, Mr Kiep, Mr Krueger and Ms Reiss). In addition to the active members of the Executive
Board, those former Executive Board members were taken into account who still received remuneration from their active activities
within the comparison period.
2 Mr Baier received a payout from his pension plan in financial years 2019 to 2023. In financial year 2021, he received a final payout
from the remuneration paid and owed from the 2017 / 2020 LTIP tranche.
3 Annual result within the meaning of section 275 para 2 no. 17 HGB.
4 Adjusted EBIT of TUI Group for financial years 2023, 2022, 2021 and 2020. For financial years 2018 and 2019, adjusted EBITA of
TUI Group.
5 Due to the improved company result, higher variable remuneration was paid out this year than in the previous year. Tariff increases
and related increases for non-tariff employees are also relevant in this context.
6 The comparison for financial years 2021 and 2022 was based on the amended definition of remuneration granted and owed pursuant
to section 162 (1) no. 2 AktG.
7 Pro rata remuneration in financial year 2021.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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 2023. It came to the conclusion that the amount of the Executive Board remuneration and
the pensions are appropriate from a legal point of view pursuant to Section 87 (1) of the German Stock
Corporation Act (AktG).
For the assessment of the appropriateness of the Executive Board remuneration and pensions, the Super-
visory Board also regularly calls on external advice. This involves assessing the relationship between the
amount and structure of Executive Board remuneration and the remuneration of senior management and
the workforce as a whole from an external perspective (vertical comparison). In addition to a status quo
analysis, the vertical comparison also takes into account the development of remuneration ratios over time.
Secondly, the remuneration level and structure are assessed on the basis of TUI AG’s positioning in a com-
parative market (horizontal comparison). The entirety of the companies listed in the DAX and MDAX was
used as a comparison group. 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.
After the termination of the remuneration restrictions, the Supervisory Board did again a corresponding
expert opinion on the appropriateness of the remuneration level for members of the Executive Board for
financial year 2023. For financial year 2023, the consulting firm hkp group was commissioned to prepare an
expert opinion on the appropriateness of the level of remuneration for Executive Board members. The partner
of hkp group commissioned to carry out the survey does not have any dependent relationship with TUI AG’s
Executive Board or the Company. The findings of the external consultant confirm the Supervisory Board’s
assessment that the level of Executive Board remuneration is in line with the requirements of section 87 (1)
of the German Stock Corporation Act (AktG) and the recommendations of the GCGC.
I I I . 3 . 4 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 2023 amounted to € 6,361.9 k (previous year € 6,248.9 k). Of this amount, € 968.9 k was attribut-
able to Michael Frenzel, who left the Executive Board on 31 March 2014, and € 1,069.0 k to Horst Baier, who
left the Executive Board on 30 September 2018, in financial year 2023. 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 € 59,098.9 k (previous year € 62,985.5 k) measured in accordance with IAS 19 – excluding
Mr Ebel’s entitlements of € 3,796.0 k (previous year € 4,210.9 k) earned in the framework of his service for
TUI Group before 31 August 2006.
TUI AG and Dr Eller agreed on the premature termination of the Executive Board mandate and the Labour
Director mandate as per 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
employment contract until the end of the regular termination date, i. e. until 14 October 2021. TUI AG has
agreed to Dr Eller that it would continue to pay her remuneration in accordance with the service agreement
until the termination date of the service agreement. TUI AG also continued to make contributions to the
174
Company pension scheme until that date. No entitlement arose from the LTIP 2020 – 2023 in the financial
year 2023.
On 24 June 2022, Mr Friedrich Joussen exercised his right to resign from his office as member of the Executive
Board prematurely as of 30 September 2022. In the event of the right to resign being exercised, an expiry
period of 24 months had been agreed. During this expiry period, TUI AG undertook to perform the service
agreement in accordance with the contract until the termination date. TUI AG will continue to pay contributions
to the company pension scheme until that date. In financial year 2023, Mr Joussen was thus entitled to a
fixed remuneration of € 1,100.0 k and a variable remuneration of € 1,346.2 k.
TUI AG and Mr Frank Rosenberger agreed on the premature termination of his Executive Board mandate with
effect from the end of 31 October 2022. On the occasion of the termination, TUI AG concluded a termination
agreement with Mr Rosenberger. 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 31 December 2023.
TUI AG agreed to pay Mr Rosenberger his remuneration in accordance with the contract until the termination
date of the service agreement. TUI AG will also continue to make contributions to the company pension
scheme until that date. Following the premature termination of his Executive Board mandate with effect
from 31 October 2022, Mr Rosenberger was thus entitled to a pro rata fixed remuneration of € 550.0 k and
variable remuneration of € 492.9 k in financial year 2023.
Supervisory Board and Supervisory 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
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. In addition, the Remuneration Report prepared and audited in accordance with
Section 162 of the German Stock Corporation Act (AktG) for financial year ended 30 September 2021 was
approved by the shareholders of TUI AG on 08 February 2022 with 98.72 %. Furthermore, the remuneration
report prepared and audited within the meaning of section 162 of the German Stock Corporation Act (AktG)
for the financial year ended 30 September 2022 was approved by the shareholders of TUI AG on 14 Febru-
ary 2023 by 97.62 %.
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 14 February 2023, there were three new or renewed mandates
to be filled by shareholder representatives.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Composition of the Supervisory Board
Dr Dieter Zetsche
Frank Jakobi*
Ingrid-Helen Arnold
Sonja Austermühle*
Christian Baier
Andreas Barczewski*
Peter Bremme*
Dr Jutta Dönges
Prof. Dr Edgar Ernst
Wolfgang Flintermann*
María Garaña Corces
Stefan Heinemann*
Janina Kugel
Helena Murano
Mark Muratovic*
Coline McConville
Anette Strempel*
Joan Trían Riu
Tanja Viehl*
Stefan Weinhofer*
* Employee representatives
Member since 13 February 2018,
Chairman
Member since 15 August 2007,
Vice-Chairman
Member since 11 February 2020
Member since 1 April 2022
Member since 31 May 2022
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 since 21 July 2020
Member since 25 March 2021
Member since 31 May 2022
Member since 25 March 2021
Member since 11 December 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 3
The rules and remuneration of the members of the Supervisory Board are set out in Section 18 of TUI AG’s
Articles of Association, permanently accessible to the public on the internet. Supervisory Board remuneration
is reviewed at appropriate intervals. It takes account of the expected time commitment for the mandate and
the practice in companies of a comparable size, industry and complexity.
17 5
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
17 6
(1) Fixed remuneration Supervisory Board
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 remuneration
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 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 Supervisory Board shall no longer receive any remuneration from TUI AG for their former Super-
visory Board activities.
P R E S I D I N G C O M M I T T E E
• 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
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
• Presiding Committee: € 1.0 k per meeting
• Audit 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.
TARGE T
In addition, the members of the Supervisory Board are included in a pecuniary damage liability insurance
policy (so-called D&O insurance) taken out by the Company in the interest of the Company at an
appropriate amount. The premiums for this are paid by the Company. There is no deductible.
(2) Fixed remuneration Committees
(3) Attendance fees
(4) Maximum remuneration
(5) D&O
CONTENTS
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
Total remuneration granted and owed to the Supervisory Board
I .1 .1 R E M U N E R AT I O N ‘ G R A N T E 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 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 F I N A N C I A L Y E A R 2 0 2 3
€ ’000
Pursuant to Section 162 (1) sentence 1, sentence 2 no. 1 AktG, all fixed and variable remuneration compo-
nents ‘granted and owed’ to the individual members of the Supervisory Board in financial year 2023 must be
disclosed. The values stated refer to the remuneration components ‘granted and owed’ in the respective
financial year pursuant to Section 162 (1) sentence 1 AktG. They thus include all benefits earned in the
respective financial year, regardless of whether they were received by the members of the Supervisory
Board in the respective financial year. In terms of value, the amounts for financial year 2023 are therefore
also taken into account, which, according to the Articles of Association, will only be paid out in financial
year 2024. The remuneration granted and owed to the Supervisory Board includes the fixed remuneration
earned for financial year 2023, but which, according to the Articles of Association, will only be paid in financial
year 2024. The attendance fees, on the other hand, are usually paid immediately after the respective
meetings, so that the attendance fees for the Supervisory Board meetings in 2023 were also paid in the
financial year 2023.
Fixed remuneration
Remuneration for committee memberships
Attendance fees
Total remuneration for TUI AG Supervisory Board mandate
Remuneration for Supervisory Board mandates in the Group
Total
2023
2022
2,070.0
672.0
292.0
3,034.0
47.7
3,081.7
1,980.9
906.3
245.0
3,132.2
50.7
3,182.9
In addition, travel costs and expenses amounting to € 41.9 k (previous year € 72.5 k) were reimbursed. The
remuneration of the Supervisory Board in financial year 2023, together with the reimbursement of travel
costs and expenses, amounted to € 3,123.6 k (previous year € 3,255.4 k).
I . 2 . R E M U N E R AT I O N ‘ G R A N T E 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 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 F I N A N C I A L Y E A R 2 0 2 3
Pursuant to Section 162 (1) sentence 1, sentence 2 no. 1 of the German Stock Corporation Act (AktG), all
fixed and variable remuneration components ‘granted and owed’ to the individual members of the Supervisory
Board in financial year 2023 must be disclosed. The values stated refer to the remuneration components
‘granted and owed’ in the respective financial year pursuant to Section 162 (1) sentence 1 AktG. They thus
include all benefits earned in the respective financial year, regardless of whether they were received by the
members of the Supervisory Board in the respective financial year. In terms of value, the amounts for financial
year 2023 are therefore also taken into account, which, according to the Articles of Association, will only be
paid out in financial year 2024.
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
17 7
Granted and owed remuneration of the Supervisory Board (individual) in F Y 2023
Fixed remuneration
Remuneration for committee
Attendance fees
Remuneration for Supervisory Board
mandates in the Group
Dr Dieter Zetsche
(Chairman)
Frank Jakobi
(Vice Chairman)
Ingrid-Helen Arnold
Sonja Austermühle
Christian Baier
Andreas Barczewski
Peter Bremme
Dr Jutta Dönges
Prof. Dr Edgar Ernst
Wolfgang Flintermann
María Garaña Corces
Stefan Heinemann
Janina Kugel
Coline McConville
Helena Murano
Mark Muratovic
Anette Strempel
Joan Trían Riu
Tanja Viehl
Stefan Weinhofer
Total
€ ’000
270.0
180.0
90.0
90.0
90.0
90.0
90.0
90.0
90.0
90.0
90.0
90.0
90.0
90.0
90.0
90.0
90.0
90.0
90.0
90.0
2,070.0
in %
71.4
62.5
90.9
80.5
61.2
75.0
60.8
46.2
31.8
90.0
90.9
60.0
90.0
90.0
90.0
54.6
60.8
90.0
90.0
60.0
67.2
€ ’000
84.0
84.0
42.0
42.0
84.0
168.0
42.0
42.0
42.0
42.0
672.0
in %
22.2
29.2
0.0
0.0
28.6
0.0
28.4
43.1
59.4
0.0
0.0
28.0
0.0
0.0
0.0
25.5
28.4
0.0
0.0
28.0
21.8
€ ’000
in %
€ ’000
in %
Total
24.0
24.0
9.0
9.0
15.0
10.0
16.0
21.0
25.0
10.0
9.0
18.0
10.0
10.0
10.0
18.0
16.0
10.0
10.0
18.0
292.0
6.3
8.3
9.1
8.1
10.2
8.3
10.8
10.8
8.8
10.0
9.1
12.0
10.0
10.0
10.0
10.9
10.8
10.0
10.0
12.0
9.5
378.0
288.0
99.0
111.8
147.0
120.0
148.0
195.0
283.0
100.0
99.0
150.0
100.0
100.0
100.0
164.9
148.0
100.0
100.0
150.0
3,081.7
12.8
20.0
14.9
47.7
11.4
16.7
9.0
1.5
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
17 8
CONTENTS
I . 3 C O 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
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
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
A V 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 O Y 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 as against the previous financial year*. The remuneration of the
members of the Supervisory Board included in the table reflects the amounts earned in the respective
financial year. For financial year 2023, these values correspond to the values stated in the table ‘Remuneration
granted and owed within the meaning of Section 162 (1) sentence 1 AktG’. Where members of the Supervisory
Board had previously been members of TUI AG’s Executive Board and had 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.
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The development of earnings is generally presented on the basis of the development of TUI AG’s profit for
the year in accordance with Section 275 (2) no 17 of the German Commercial Code (HGB).
The comparison with the development of average employee remuneration is based on the average remuner-
ation of 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 (3) of the German Works 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, paragraph 2, sentence 2 of the Introductory Act to the Stock Corporation Act (EGAktG), a comparison
of the average remuneration of employees on a full-time equivalent basis over the last five financial years pursuant to Section 162,
paragraph 1, sentence 2, no. 2 of the Stock Corporation Act (AktG) is not yet to be included in the Remuneration Report.
Comparison of annual change to Supervisory Board remuneration according to
section 162 para 1 no. 2 AktG
Annual change (in %)
2023 vs. 2022
2022 vs. 20216
2021 vs. 2020
2020 vs. 2019
2019 vs. 2018
Supervisory Board remuneration1
Dr Dieter Zetsche
Frank Jakobi
Ingrid-Helen Arnold
Sonja Austermühle
Christian Baier
Andreas Barczewski
Peter Bremme
– 18
– 13
2
84
198
1
2
2
– 3
– 5
– 22
– 5
17
18
91
– 6
9
71
0
– 13
– 14
268
– 6
5
1
17 9
Comparison of annual change to Supervisory Board remuneration according to
section 162 para 1 no. 2 AktG
Annual change (in %)
2023 vs. 2022
2022 vs. 20216
2021 vs. 2020
2020 vs. 2019
2019 vs. 2018
Dr Jutta Dönges
Prof. Dr Edgar Ernst
Wolfgang Flintermann
María Garaña Corces
Angelika Gifford
Stefan Heinemann
Dr Dierk Hirschel
Janina Kugel
Peter Long
Vladimir Lukin
Coline McConville
Alexey Mordashov2
Helena Murano
Mark Muratovic
Michael Pönipp
Carola Schwirn
Anette Strempel
Joan Trían Riu
Tanja Viehl
Stefan Weinhofer
Earnings performance
TUI AG 3
TUI Group4
– 7
– 13
3
2
3
3
– 29
210
2
2
3
3
3
3
139
111
4
– 8
– 6
12
81
– 54
– 8
– 96
92
– 62
– 5
– 8
78
12
– 177
120
Average employee remuneration
on F TE basis
Company employees5
30
10
15
16
96
– 47
914
– 46
– 46
47
10
8
– 34
16
8
16
44
30
69
6
– 6
– 10
12
– 15
– 8
279
– 16
– 8
– 8
– 21
– 14
41
– 10
17
1
14
3
21
3
5
2
3
0
1
– 1,994
– 435
– 88
– 22
– 2
1 Changes result in particular from the date of entry into the Supervisory Board, committee membership and the respective date of
resignation.
2 No pay-outs from 28 February 2022 onwards, as Mr Mordashov has been subject to EU sanctions since that date. Actual pay-outs in
conjunction with the meeting of the Presiding Committee (4 February 2022) and the Supervisory Board (7 February 2022) have been
made prior to listing on sanctions list on 16 February 2022. A pay-out in conjunction with the meeting of the Strategy Committee
(21 February 2022) has not been paid out because of EU sanctions.
3 Annual result within the meaning of section 275 (2) no. 17 HGB.
4 Adjusted EBIT of the TUI Group for financial years 2023, 2022, 2021 and 2020. For financial years 2018 to 2019, adjusted EBITA of the
TUI Group.
5 Due to the improved company result, higher variable remuneration was paid out this year than in the previous year. Tariff increases
and related increases for non-tariff employees are also relevant in this context.
6 The comparison for 2021 and 2022 was based on the amended definition of remuneration granted and owed pursuant to Section 162 (1)
no. 2 AktG.
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 2023 and therefore did not receive any
additional remuneration based on such services.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
115 Supervisory Board and
Executive Board
119 Corporate Governance
Report
157 Remuneration Report
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
18 0
4
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial Statements
187 Notes
182 Consolidated Income Statement
182 Earnings per share
187
Principles and Methods underlying the
Consolidated Financial Statements
182 Consolidated Statement of Comprehensive Income
206 Segment Reporting
183 Consolidated Statement of Financial Position
184 Consolidated Statement of Changes in Equity
186 Consolidated Cash Flow Statement
210 Notes to the Consolidated Income Statement
217 Notes to the consolidated statement of financial position
274 Notes to the Cash Flow Statement
275 Other Notes
287 Responsibility Statement by Management
288
Independent Auditor’s Report
294
Report of the Independent Practitioner Regarding
the consolidated non-financial statement
296 Forward-Looking Statements
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
1 8 1
Consolidated Financial Statements
Consolidated Income Statement of TUI AG
for the period from 1 Oct 2022 to 30 Sep 2023
Consolidated Statement of Comprehensive Income of TUI AG
for the period from 1 Oct 2022 to 30 Sep 2023
€ million
Notes
2023
2022
€ million
Revenue
Cost of sales
Gross profit
Administrative expenses
Other income
Other expenses
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 profit / loss
Group profit / loss attributable to shareholders of TUI AG
Group profit attributable to non-controlling interest
Earnings per share*
€
Basic earnings / loss per share
Diluted earnings / loss per share
(1)
(2)
(2)
(3)
(3)
(41)
(4)
(5)
(6)
(6)
(7)
(8)
(9)
20,665.9
19,052.9
1,613.0
1,015.6
37.6
32.0
18.4
87.6
533.6
407.2
– 5.4
551.2
95.5
455.7
305.8
149.9
Notes
(10)
(10)
2023
0.80
0.75
16,544.9
15,613.3
931.7
746.3
52.2
1.7
7.3
35.9
509.5
100.7
1.6
– 145.9
66.7
– 212.6
– 277.3
64.6
2022
– 1.02
– 1.02
Group profit / loss
Remeasurements of defined benefit obligations and related fund assets
Other comprehensive income of investments accounted
for using the equity method that will not be reclassified
Fair value profit / loss on investments in equity instruments
designated as at FVTOCI
Income tax related to items that will not be reclassified
(expense [–], income [+])
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 loss / income
Total comprehensive income
attributable to shareholders of TUI AG
attributable to non-controlling interest
* Earnings per share for all periods presented were adjusted for the impact of the 10-for-1 reverse stock split in February 2023 as well as the
impact of the subscription rights issued in the capital increase on 24 April 2023.
Notes
(11)
(11)
2023
455.7
– 241.4
1.3
23.7
47.6
– 168.7
– 65.6
– 75.9
10.3
169.3
106.9
62.4
1.4
1.4
– 37.1
68.1
– 100.7
355.1
197.7
157.3
2022
– 212.6
245.5
–
– 1.2
– 71.8
172.5
206.1
206.2
– 0.1
110.7
130.2
– 19.5
17.0
17.0
– 28.5
305.3
477.8
265.1
144.1
121.1
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
182 Consolidated Income
Statement
182 Earnings per share
182 Consolidated Statement
of Comprehensive Income
183 Consolidated Statement
of Financial Position
184 Consolidated Statement
of Changes in Equity
186 Consolidated Cash Flow
Statement
187 Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
1 8 2
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
182 Consolidated Income
Statement
182 Earnings per share
182 Consolidated Statement
of Comprehensive Income
183 Consolidated Statement
of Financial Position
184 Consolidated Statement
of Changes in Equity
186 Consolidated Cash Flow
Statement
187 Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
1 8 3
Consolidated Statement of Financial Position of TUI AG as at 30 Sep 2023
Consolidated Statement of Financial Position of TUI AG as at 30 Sep 2023
€ million
Notes
30 Sep 2023
30 Sep 2022
€ million
Notes
30 Sep 2023
30 Sep 2022
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)
2,949.2
538.0
3,480.3
2,763.4
1,198.2
74.7
10.3
10.8
152.5
100.7
17.2
310.6
11,605.9
62.1
1,090.4
258.2
48.6
787.4
129.9
41.0
2,060.3
68.6
4,546.5
16,152.4
2,970.6
507.6
3,400.9
2,971.5
785.4
131.6
26.6
10.6
138.0
169.7
17.2
222.0
11,351.7
56.1
1,011.8
232.5
85.8
619.6
135.4
23.1
1,736.9
2.7
3,903.8
15,255.5
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)
507.4
9,090.1
– 8,474.6
–
1,122.9
824.3
1,947.2
637.1
848.5
1,485.7
1,198.5
2,216.9
1.7
2.6
252.9
11.0
159.0
3,842.6
5,328.3
33.3
333.4
366.7
98.5
701.2
3,373.7
35.3
121.8
3,530.2
534.1
113.8
8,508.6
1.6
8,876.9
16,152.4
1,785.2
6,085.9
– 8,432.7
420.0
– 141.6
787.3
645.7
568.2
755.0
1,323.2
1,731.4
2,508.7
3.2
2.8
165.2
11.1
121.2
4,543.8
5,867.0
33.1
541.0
574.2
319.9
698.8
3,316.5
57.5
174.6
2,998.9
519.9
82.3
8,168.6
–
8,742.7
15,255.5
Consolidated Statement of Changes in Equity
Consolidated Statement of Changes in Equity of TUI AG for the period from 1 Oct 2022 to 30 Sep 2023
€ million
Notes
Balance as at 1 Oct 2021
Dividends
Coupon on silent participation
Share-based payment schemes
Acquisition of own shares
Capital increase
Repayment of silent participation
Group loss for the year
Foreign exchange differences
Financial assets at F V TOCI
Cash flow hedges
Remeasurements of defined benefit obliga-
tions and related fund assets
Other comprehensive income of investments
accounted for using the equity method
Taxes attributable to other comprehensive
income
Other comprehensive income
Total comprehensive income
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
(24)
1,099.4
–
–
–
–
685.8
–
–
–
–
–
–
–
–
–
–
(25)
5,249.6
–
–
–
– 0.6
836.9
–
–
–
–
–
–
–
–
–
–
– 7,301.9
–
– 51.0
– 0.2
–
–
–
– 277.3
28.7
–
–
245.5
17.8
– 71.8
220.1
– 57.2
– 1,172.2
–
–
–
–
–
–
–
121.6
–
–
–
–
–
121.6
121.6
– 24.0
–
–
–
–
–
–
–
0.1
– 1.2
–
–
–
–
– 1.1
– 1.1
– 40.4
–
–
–
–
–
–
–
– 1.5
–
110.7
–
–
– 28.5
80.7
80.7
12.8
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(26)
– 8,525.7
–
– 51.0
– 0.2
–
–
–
– 277.3
148.9
– 1.2
110.7
245.5
17.8
– 100.3
421.3
144.1
(27)
1,091.0
–
–
–
–
–
– 671.0
–
–
–
–
–
–
–
–
–
– 1,085.8
–
– 51.0
– 0.2
– 0.6
1,522.7
– 671.0
– 277.3
148.9
– 1.2
110.7
245.5
17.8
– 100.3
421.3
144.1
(29)
667.3
– 0.9
–
–
–
–
–
64.6
57.3
–
–
–
– 0.8
–
56.5
121.1
Total
– 418.4
– 0.9
– 51.0
– 0.2
– 0.6
1,522.7
– 671.0
– 212.6
206.2
– 1.2
110.7
245.5
17.0
– 100.3
477.8
265.1
Table continues on next page
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
182 Consolidated Income
Statement
182 Earnings per share
182 Consolidated Statement
of Comprehensive Income
183 Consolidated Statement
of Financial Position
184 Consolidated Statement
of Changes in Equity
186 Consolidated Cash Flow
Statement
187 Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
18 4
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
€ million
Consolidated Statement of Changes in Equity of TUI AG for the period from 1 Oct 2022 to 30 Sep 2023
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 2022
Dividends
Coupon on silent participation
Capital increase
Capital reduction
WSF repurchase agreement
Group profit for the year
Foreign exchange differences
Financial assets at FVTOCI
Cash flow hedges
Remeasurements of defined benefit obliga-
tions and related fund assets
Other comprehensive income of investments
accounted for using the equity method
Taxes attributable to other comprehensive
income
Other comprehensive income
Total comprehensive income
Balance as at 30 Sep 2023
(24)
1,785.2
–
–
328.9
– 1,606.7
–
–
–
–
–
–
–
–
–
–
507.4
(25)
6,085.9
–
–
1,432.0
1,606.7
– 34.5
–
–
–
–
–
–
–
–
–
9,090.1
– 7,410.3
–
– 16.8
–
–
– 222.8
305.8
– 6.8
–
–
– 241.0
2.7
47.6
– 197.5
108.3
– 7,541.6
– 1,050.4
–
–
–
–
–
–
– 60.1
–
–
–
–
–
– 60.1
– 60.1
– 1,110.6
– 25.2
–
–
–
–
–
–
– 0.1
23.7
–
–
–
–
23.7
23.7
– 1.5
40.4
–
–
–
–
–
–
– 6.3
–
169.3
–
–
– 37.1
125.9
125.9
166.3
12.8
–
–
–
–
–
–
–
–
–
–
–
–
–
–
12.8
(26)
– 8,432.8
–
– 16.8
–
–
– 222.8
305.8
– 73.3
23.7
169.3
– 241.0
2.7
10.5
– 108.1
197.7
– 8,474.6
(27)
420.0
–
–
–
–
– 420.0
–
–
–
–
–
–
–
–
–
–
– 141.7
–
– 16.8
1,760.9
–
– 677.4
305.8
– 73.3
23.7
169.3
– 241.0
2.7
10.5
– 108.1
197.7
1,122.9
(29)
787.3
– 120.4
–
–
–
–
149.9
7.7
–
–
– 0.3
–
–
7.4
157.3
824.3
645.7
– 120.4
– 16.8
1,760.9
–
– 677.4
455.7
– 65.6
23.7
169.3
– 241.4
2.7
10.5
– 100.7
355.1
1,947.2
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
182 Consolidated Income
Statement
182 Earnings per share
182 Consolidated Statement
of Comprehensive Income
183 Consolidated Statement
of Financial Position
184 Consolidated Statement
of Changes in Equity
186 Consolidated Cash Flow
Statement
187 Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
1 8 5
Consolidated Cash Flow Statement of TUI AG for the period from 1 Oct 2022 to 30 Sep 2023
€ million
Notes
2023
2022
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
182 Consolidated Income
Statement
182 Earnings per share
182 Consolidated Statement
of Comprehensive Income
183 Consolidated Statement
of Financial Position
184 Consolidated Statement
of Changes in Equity
186 Consolidated Cash Flow
Statement
187 Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Group profit / loss
Depreciation, amortisation and impairment (+) / write-backs (–)
Other non-cash expenses (+) / income (–)
Interest expenses
Dividends from joint ventures and associates
Profit (–) / loss (+) from disposals of non-current assets
Increase (–) / decrease (+) in inventories
Increase (–) / decrease (+) in receivables and other assets
Increase (+) / decrease (–) in provisions
Increase (+) / decrease (–) in liabilities (excl. financial liabilities)
Cash inflow from operating activities
Payments received from disposals of property, plant and equipment and intangible assets
Payments received / made from disposals of consolidated companies (less disposals of cash and cash equivalents due to divestments)
Payments received from disposals of other non-current assets
Payments made for investments in property, plant and equipment and intangible assets
Payments made for investments in consolidated companies (less cash and cash equivalents received due to acquisitions)
Payments made for investments in other non-current assets
Cash outflow from investing activities
Payments received from capital increase by issuing new shares
Payments made for repayment of the silent participation
Payments made for the repurchase of equity instruments
Payments made for acquisition of own shares
Dividends
Coupon on silent participation
Subsidiaries to non-controlling interest
Payments received from the raising of financial liabilities
Transaction costs related to loans and borrowings
Payments made for redemption of loans and financial liabilities
Payments made for principal of lease liabilities
Interest paid
Cash outflow from financing activities
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
18 6
455.7
859.1
– 404.4
525.1
24.1
3.0
– 6.2
– 266.5
– 278.5
726.0
1,637.3
142.9
– 0.7
115.7
– 666.2
0.4
– 84.3
– 492.2
1,760.9
–
– 682.4
–
– 16.8
– 120.3
217.8
– 15.5
– 947.7
– 595.1
– 435.6
– 834.6
310.5
1,736.9
13.1
310.5
2,060.5
0.2
– 212.6
883.5
– 110.9
492.1
0.2
– 37.2
– 16.4
– 692.1
– 117.8
1,889.0
2,077.8
180.7
25.2
4.3
– 515.7
–
– 2.7
– 308.2
1,522.7
– 671.0
–
– 0.6
– 51.0
–
109.7
– 0.4
– 1,571.3
– 583.6
– 385.6
– 1,630.9
138.6
1,586.1
12.2
138.6
1,736.9
–
(43)
(44)
(45)
(46)
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
Notes
Principles and Methods underlying the Consolidated Financial Statements
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
General
Accounting principles
182 Consolidated Financial
TUI Group and its major subsidiaries and shareholdings operate in tourism.
TUI AG, based in Karl-Wiechert-Allee 23, 30625 Hanover, Germany, is 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 2023 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 con-
solidated financial statements.
These consolidated financial statements of TUI AG were prepared for financial year 2023 comprising the
period from 1 October 2022 to 30 September 2023. 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 2023 are generally consistent with those followed in preparing the
previous consolidated financial statements for financial year 2022, 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 4 Decem-
ber 2023.
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
1 8 7
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 2023, TUI Group has initially applied the following standards and inter-
pretations, amended or newly issued by the IASB and endorsed by the EU, on a mandatory or voluntary
basis:
Newly applied standards in financial year 2023
Standard
Applicable from
Amendments
Amendments to IAS 37
Onerous Contracts
Amendments to IAS 16
Proceeds before Intended Use
Amendments to IFRS 3
Reference to the Conceptual Framework
Various
amendments to IFRS (2018 – 2020)
Amendments to IAS 12
International Tax Reform –
Pillar Two Model Rules
1 Jan 2022
1 Jan 2022
1 Jan 2022
1 Jan 2022
Immediately or,
respectively,
1 Jan 2023
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.
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, IA S 41, and the
Illustrative Examples accompanying IFRS 16.
The amendments to IA S 12 (endorsement during the preparation period) introduce a temporary recognition exception for the accounting of
deferred taxes as part of the implementation of the global minimum taxation (so-called ‘Pillar Two’ regulations of the OECD). This is intended to
help ensure the consistency of the financial statements and facilitate the implementation of the regulations. This recognition exception is applicable
with immediate effect according to the IA SB requirements.
Impact on financial statements
No material impacts.
No impacts.
No impacts.
No material impacts.
No material impacts.
For more information on the impact of the reform of global interest rate benchmarks, please refer to the section ‘Interest rate
risk’ in Note 41.
For more information about the introduction of a global minimum taxation at TUI, we refer to the chapter ‘Deferred taxes and
income taxes’ within the section accounting and measurement methods.
Going concern reporting according to the UK Corporate Governance Code
TUI Group covers its daily working capital requirements through cash in hand, balances with and borrowings
from banks. As at 30 September 2023, TUI Group’s net debt (financial debt plus lease liabilities less cash
and cash equivalents and less short-term interest-bearing investments) totalled € 2,106.2 m (as at 30 Sep-
tember 2022 € 3,436.2 m).
Net debt
€ million
Financial debt
Lease liabilities
Cash and cash equivalents
Short-term interest-bearing investments
Net debt
30 Sep 2023
30 Sep 2022
Var. %
1,297.0
2,918.1
2,060.3
48.6
2,106.2
2,051.3
3,207.5
1,736.9
85.8
3,436.2
– 36.8
– 9.0
+ 18.6
– 43.3
– 38.7
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
18 8
The global travel restrictions to contain COVID-19 have had a continuous negative impact on the Group’s
earnings and liquidity development since the end of March 2020. Following the successive lifting of the measures
to restrict contact and travel in most countries, business has been mainly resumed in all segments in the
course of the first half year of the 2022 calendar year.
Following receipt of the proceeds from the capital increase on 24 April 2023, Silent Participation I and the
around 58.7 m warrants held by the WSF as well as the outstanding 587 of the 2020 / 2026 bonds with warrants
were fully redeemed. For Silent Participation I and the 2023 coupon payable on it, a redemption price of
€ 651.6 m was paid. € 30.8 m were used for the repurchase of the warrants and further € 61.9 m for the early
redemption of the 587 bonds with a nominal value of € 58.7 m, including accrued interest of € 3.2 m.
To cover the resulting liquidity needs, the Group has carried out various financing measures in the financial
years 2020 to 2022, which, in addition to three capital increases, the use of the banking and capital markets
and cash inflows from the sale of assets, also include financing measures from the Federal Republic of
Germany in the form of a KfW credit line initially totalling € 2.85 bn, an option bond from the German
Economic Stabilisation Fund (WSF) totalling € 150 m and two silent participations from the WSF initially
totalling € 1.091 bn.
At the same time, the early repayment penalty for Silent Participation II of € 5.7 m, agreed with the WSF in
April 2022, became due. TUI has thus terminated and repaid all stabilisation measures of the WSF.
Moreover, TUI AG reduced the volume of the KfW credit facility from € 2.1 bn to € 1.05 bn following completion
of the capital increase.
In financial year 2022, TUI reduced KfW’s credit line to € 2.1 bn in various steps. In addition, 913 of the
1,500 partial bonds with warrants issued to WSF were redeemed and the Silent Participation II of the WSF
of € 671.0 m was repaid in full ahead of schedule.
The capital increase completed in April 2023 and the subsequent substantial reduction in government financing
will enable a significant improvement in the TUI Group’s credit ratios and reduce current interest costs, allow-
ing TUI to focus on growth and further market recovery.
The financing measures are described in detail in the annual reports for the past three financial years.
On 13 December 2022, TUI has concluded a new agreement with the WSF on the repayment of stabilization
measures (‘Repayment Agreement’). This agreement regulates the intended complete termination of the
stabilization measures granted by the WSF by means of a right of the Company (i) to repayment of the
contribution made by the WSF as a silent partner in January 2021 in the nominal amount of then € 420 m
(‘Silent Participation I’) and (ii) to repurchase the warrant-linked bond 2020 / 2026 (‘Warrant Bond’) issued
by the Company to WSF in the remaining amount of € 58.7 m as well as the 58,674,899 option rights (‘Warrants’)
originally attached to the warrant bond. In addition, the Repayment Agreement regulates the implementation
of capital measures for the purpose of refinancing the aforementioned measures.
In February 2023, TUI AG implemented the ten-for-one reverse stock split previously resolved by the 2023
AGM in accordance with the provisions of the Economic Stabilisation Acceleration Act. As a result, the Company’s
share capital declined from € 1.785 bn to around € 179 m. The corresponding reduction amount of around
€ 1.606 bn was transferred to the company’s capital reserves.
In accordance with the repayment agreement with the WSF, the Executive Board of TUI AG resolved a capital
increase with subscription rights of € 1.8 bn with the approval of the Supervisory Board on 24 March 2023.
For the fully subscribed capital increase, 328,910,448 new shares were offered at a subscription ratio of 8:3
and a subscription price of € 5.55. The subscription period for the new shares ended on 17 April 2023.
In May 2023, TUI extended the maturity of the existing credit lines of € 2.7 bn by a further two years. The
syndicated credit line with the 19 banks (€ 1.64 bn), including the credit line with KfW (€ 1.05 bn), together
referred to as the ‘RCF’, will now mature in July 2026. The RCF of TUI AG is subject to compliance with certain
financial targets (covenants) for debt coverage and interest coverage, the review of which is carried out on
the basis of the last four reported quarters at the end of the financial year or the half-year of a financial year.
As at 30 September 2023, TUI Group’s revolving credit facilities totalled € 2.7 bn, they comprised the following
• € 1.64 bn credit line from 19 private banks (incl. € 190 m guarantee line)
• € 1.05 bn KfW credit line
The KfW credit line, which was reduced to € 1.05 bn after the successful capital increase, is not expected to
be drawn on and serves only as a buffer. The aim is to return this credit line quickly.
In the view of the Executive Board, the TUI Group currently has and will continue to have sufficient funds,
resulting both from borrowings and from operating cash flows, to meet its payment obligations and to
continue as a going concern in the foreseeable future. Therefore, as at 30 September 2023, the Board does
not identify any material uncertainty that may cast significant doubt on the Group’s ability to continue as a
going concern.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
1 8 9
The Board does not foresee risks that may jeopardise the Group’s ability to continue as a going concern and
does not believe that compliance with the financial covenants is at risk as at 31 March 2024 and 30 Septem-
ber 2024.
In accordance with Regulation 30 of the UK Corporate Governance Code, the Board confirms that, in its
opinion, it is appropriate to prepare the consolidated financial statements on a going concern basis.
Stakes in joint ventures are also measured using the equity method. A joint venture is a company managed
jointly by TUI Group with one or several partners based on a contractual agreement, in which the parties that
jointly exercise control have rights to the company’s net assets. Joint ventures also include companies in
which TUI Group holds a majority or minority of voting rights but in which decisions about the relevant
activities may only be taken on an unanimous basis due to contractual agreements.
The dates on which associates and joint ventures are included in or removed from the group of companies
measured at equity are determined in a manner consistent with that applied to subsidiaries. At equity measure-
ment 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 34 com-
panies with a financial year from 1 January to 31 December, three companies with a financial year from
1 November to 31 October and two companies with a financial year from 1 April to 31 March.
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.
Generally, the control is exercised by means of a direct or indirect majority of voting rights. If TUI Group
holds less than the majority of voting rights in a shareholding, it may exercise control due to contractual or
similar agreements, as in the case of the participation in the RIUSA II Group. Due to the contractual 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 fair value of the stake itself. RIUSA II Group is therefore consolidated although TUI
Group only holds a 50 % equity stake.
In assessing control, the existence and effect of potential voting rights are taken into account that are
currently exercisable when decisions about the direction of relevant activities are made. Consolidation of
subsidiaries starts from the date TUI gains control. When TUI ceases to control the corresponding companies,
they are removed from the group of consolidated companies.
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 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 %.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
19 0
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
19 1
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 2023, the consolidated financial statements included a total of 266 subsidiaries. The table
below presents changes in the number of companies since 1 October 2022.
Development of the group of consolidated companies*
and the Group companies measured at equity
Number at 30 Sep 2022
Additions
Incorporation
Demerger
Acquisition
Start / expansion of business operations
Disposals
Liquidation
Merger
Change in ownership stake
Number at 30 Sep 2023
* excl. TUI AG
Consolidated
subsidiaries
Associates Joint ventures
268
4
1
1
2
–
6
2
4
–
266
17
4
2
–
1
1
1
–
1
–
20
27
–
–
–
–
–
–
–
–
–
27
TUI AG’s direct and indirect subsidiaries, associates and joint ventures are listed under Other Notes – TUI
Group Shareholdings.
30 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.
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
A total of three companies were acquired. One of the acquisitions did not comprise any business operations.
Another acquisition is immaterial and not explained in greater detail here.
On 26 September 2023, an agreement was signed to acquire 49 % of the shares in Pep Toni Hotels S. A.,
Palma de Mallorca. The purpose of the company is to invest in and develop leisure hotels and hotels in (tourist)
cities worldwide. The purchase price of € 29,400 corresponds to the nominal value of the shares. The invest-
ment is carried as a TUI Group associate. Subsequently, the shareholders contributed equity in line with their
stakes in the company. This equity was transferred to the company’s capital reserves. In this context, we
refer to the section ‘Companies measured at equity’.
An insignificant company acquisition took place after the balance sheet date that requires no further expla-
nation.
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
In financial year 2022, no companies were acquired under IFRS 3.
D I V E S T M E N T S
The non-consolidated shares in Peakwork AG were sold in financial year 2023. The divestment of the shares
and the payment of the purchase price of € 24.0 m took place in April 2023.
After the balance sheet date the following divestments took place:
The shares in the joint venture WOT Hotels Adriatic Asset Company d. o. o., a company accounted for using
the equity method, were sold by way of an agreement dated 30 August 2023 and effective as of 20 Octo-
ber 2023. The purchase price amounts to € 12.0 m and was paid on 10 November 2023. The preliminary gain
on disposal from this transaction is zero. In this context, we refer to the section ‘Assets held for sale’.
The shares in the joint venture Raiffeisen-Tour RT-Reisen GmbH, a company accounted for using the equity
method, were sold by way of a purchase agreement dated 29 August 2023 and effective as of 19 Octo-
ber 2023. The consideration calculated as part of a purchase price distribution amounts to € 3.1 m. The
payment was made on 30 October 2023. The preliminary gain on disposal from this transaction is zero. In
this context, we refer to the section ‘Assets held for sale’.
On 31 March 2023, an agreement was signed with TUI Global Hospitality Fund S. C. S. to sell Club Hotel CV, S. A.
(Robinson Club Cabo Verde), consolidated in the Hotels & Resorts segment. The divestment was completed
on 31 October 2023. The purchase price was € 3.4 m. The purchase price was paid on 31 October 2023.
A preliminary gain on disposal of € 4.6 m was generated from the transaction, reported under Other income.
The divestment of the company resulted in the disposal of goodwill totalling € 2.3 m by the ‘Robinson’
cash-generating unit. In this context, we refer to the section ‘Assets held for sale’.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
19 2
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
arising on the acquisition of a foreign company are treated as assets and liabilities of the foreign company
and also translated at the rate of exchange applicable at the balance sheet date. The items of the income
statement and hence the result for the year shown in the income statement are translated at the average
rate of the month in which the respective transaction takes place.
Differences arising on the translation of the annual financial statements of foreign subsidiaries are reported
outside profit and loss and separately shown as foreign exchange differences in the consolidated statement
of changes in equity. When a foreign company or operation is sold, any foreign exchange differences 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.
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 are included in revenue reserves.
Some TUI Group subsidiaries operate their business in a hyperinflation country (previous year: equally
Group companies in hyperinflationary economies). As the Euro is the functional currency for these companies,
accounting in accordance with IAS 29, Financial Reporting in Hyperinflationary Economies, is not required.
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 comprehen-
sive income. As at 30 September 2023, TUI Group had granted loans of this type in particular to hotel
companies in North Africa.
Exchange rates of currencies of relevance to TUI Group
1 € equivalent
Sterling
US dollar
Swiss franc
Swedish krona
Closing rate
Annual average rate
30 Sep 2023
30 Sep 2022
0.87
1.06
0.97
11.55
0.88
0.98
0.96
10.95
2023
0.87
1.07
0.98
11.34
2022
0.85
1.09
1.02
10.43
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. 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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
19 3
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.
Accounting and measurement methods
The consolidated financial statements are prepared according to the historical cost principle, with the exception
of certain financial instruments such as financial assets and derivatives as well as plan assets from externally
funded pensions benefit obligations held at fair value at the balance sheet date.
The 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 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.
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.
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.
Amendment fees do not constitute an independent performance obligation. Revenue is therefore recognised
along with the delivery of the main performance obligation.
If TUI has control over the asset before it is delivered to the customer, TUI acts as the principal in relation to
that service. Otherwise, TUI acts as an agent. As a principal, TUI carries the recognised revenue and costs in
the income statement on a gross basis, e. g. for revenue from its own tour operator activities, for hotel revenue
in own hotels, and for aviation revenue. When acting as an agent, TUI carries the relevant revenue on a net
basis at the amount of the commission received, e. g. for car rental and hotel revenue for third-party hotels
in which TUI does not have control over the hotel rooms. Passenger-related aviation taxes and fees charged
by TUI on behalf of third parties and passed on to these third parties are carried in the income statement
on a net basis.
TUI uses the practical expedient offered under 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, i. e. at least twelve months lie between the start of the contract (in principle the booking
date) and the end of the contract (in principle the end of the service).
TUI has to pay compensation to customers for flight delays or cancellations (so-called denied boarding
compensation). These payments are directly related to the obligation of the flight service. Therefore these
payments represent variable considerations. Hence, denied boarding compensations are shown net in revenue.
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. TUI Group’s intangible assets with an indefinite useful life consist exclusively of goodwill.
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.
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, including 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, inde-
pendent business partners after deduction of the costs of disposal.
Useful lives of intangible assets
Brands, licences and other rights
Transport and leasing contracts
Computer software
Customer base as at acquisition date
Impairment of goodwill is shown separately in the consolidated income statement.
Useful lives
5 to 20 years
12 to 20 years
3 to 13 years
7 to 15 years
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.
Due to changes in our strategy and delays in the digital transformation, the useful lives of certain software
solutions were extended by up to three years. As a result of the adjustment of individual useful lives for
computer software, the economic useful life in individual cases has been extended from the previous ten years
to a total of 13 years. For further information, please refer to the section ‘Other intangible assets’.
To the extent that funds are borrowed specifically for the purpose of obtaining a qualifying asset, the under-
lying capitalisation rate is determined on the basis of the specific borrowing cost; in all other cases the
weighted average of the borrowing costs applicable to the borrowings outstanding is applied.
If there are any events or indications suggesting potential impairment, the amortised carrying amount of the
intangible asset is compared with the recoverable amount. Any losses in value going beyond wear-and-tear
depreciation are taken into account through the recognition of impairment charges.
Depending on the functional area of the intangible asset, amortisation and impairment charges are included
under cost of sales or administrative expenses.
Depreciation of property, plant and equipment is based on the straight-line method over the useful economic
life. The useful economic lives are as follows:
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
19 4
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
19 5
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
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 at first-time recognition for cruise ships is between 4 % and 30 % of the
acquisition costs. The determination of the depreciation of aircraft fuselages and aircraft engines in first-time
recognition is based on a residual value of a maximum of 5 % of the cost of acquisition. In addition, a residual
value of 20 % is used to determine the scheduled depreciation of spare parts. The payments made under a
power by the hour arrangement relating to maintenance overhauls are capitalised as PPE under construction
up to a maintenance event at which point the cost is transferred to the appropriate PPE category.
Both the useful lives and residual values are reviewed on an annual basis when preparing the Group financial
statements. The review of the residual values is based on comparable assets at the end of their useful lives
as at the current point in time. Any adjustments required are recognised as a correction of depreciation over
the remaining useful life of the asset. The adjustment of depreciation is recognised retrospectively for the
entire financial year in which the review has taken place. Where the review results in an increase in the
residual value so that it exceeds the remaining net carrying amount of the asset, depreciation is suspended.
In this case, the amounts are not written back.
Any losses in value going beyond wear-and-tear depreciation are taken into account through the recognition
of impairment losses. If there are any events or indications suggesting impairment, the required impairment
test is performed to compare the carrying amount of an asset with the recoverable amount.
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, travel agency and office space as well as a hotel.
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
T U I A S L E S S E E
TUI recognises right-of-use assets and corresponding lease liabilities for the lease arrangements, in which it
is the lessee, in the statement of financial position. As an exception, TUI applies the recognition and measure-
ment exemptions for all short-term leases and low-value asset leases. A short-term lease is a lease that has
a lease term of twelve 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.
Useful lives
30 to 50 years
25 to 50 years
30 to 38 years
At the inception of an agreement, TUI evaluates whether it 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 twelve months, provided
the agreement does not include an exemption to return committed capacity for self-marketing by the hotelier,
and if therefore an irrevocable payment obligation exists. For agreements that contain one or several lease
components alongside non-lease components, TUI uses the option not to separate these non-lease
components, in particular for vehicle or IT leases and for hotel capacity contracts.
At the commencement date, i. e. the date from which the lessee is entitled to exercise the right to use the
underlying asset, a lease liability amounting to the present value of the lease payments not yet made as at
that date is recognised. The lease payments include all fixed and in substance-fixed payments less any future
lease incentives to be provided by the lessor. The lease payments also include variable payments linked to
an index or an interest rate as well as expected payments from residual value guarantees. Lease payments
for the exercise of extension, purchase and termination options are included if the exercise of these options
is assessed as reasonably certain. As a rule, the lease payments are discounted at the lessor’s interest rate
implicit in the lease. If that rate is not known to TUI, the present value is determined using the incremental
borrowing rate. After initial measurement, the carrying amount is increased to reflect interest on the lease
liability and reduced to reflect the lease payments made. In addition, the carrying amount of lease liabilities
is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e. g.,
changes to future payments resulting from a change in an index or rate used to determine such lease 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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
19 6
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 commence-
ment 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.
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 own equity instruments for one of the two contracting parties and correspondingly to
an inflow or outflow of financial assets for the other contracting party. They also comprise (derivative) rights
or obligations derived in particular, from non-derivative financial assets.
N O N - D E R I V AT I V E 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
assigned to manage financial assets and the related contractual cash flows. At initial recognition of financial
assets, the classification comprises the categories ‘Financial assets at amortised cost (AC)”, ‘Financial assets
at fair value through other comprehensive income (FVTOCI)” and ‘Financial assets at fair value through
profit and loss (FVPL)”.
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.
With the exception of trade receivables, non-derivative financial financial assets are recognised at fair value.
Trade receivables are recognised with their values at the trading date on which TUI Group under-takes to buy
the assets. When recognised for the first time, they are either classified at amortised costs or at fair value,
depending on their objective. Non-derivative financial assets are classified as financial assets at amortised
cost when the objective of the entity’s business model is to hold the financial assets to collect contractually
agreed cash flows, and when the cash flows exclusively constitute interest and principal payments on the
nominal amount outstanding.
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 and not by reference to the underlying lease asset.
The lease payments from operating leases are recognised in revenue on a straight-line basis over the lease
term. Any initial direct costs incurred in obtaining the lease are added to the carrying amount of the 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.
For financial assets held at amortised cost, a loss allowance for expected credit losses is recognised in ac-
cordance 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
or if the financial instruments are trade receivables, lease liabilities or contract assets. For all other financial
instruments, expected credit losses are measured at an amount equal to the 12-month expected credit
losses.
IFRS 9 allows entities to apply a simplified approach inter alia for trade receivables. Lifetime expected credit
losses on all these assets can be recognised at initial recognition. TUI applies the simplified approach for all
trade receivables.
Impairments and reversals of impairments are recognised under ’Impairment / reversals of impairment of
financial assets’ in the income statement.
The equity instruments held in the balance sheet item ‘Other financial assets’ were irrevocably designated
as ‘Financial assets at fair value through OCI’ as they are held for medium- to long-term strategic objectives.
These instruments are stakes in associated non-consolidated subsidiaries, equity investments and other
investments. Recognising all fluctuations in the fair value in the income statement would not be in line with
the Group’s strategy. They are allocated to assets unless the entity intends to sell them within twelve
months after the balance sheet date. Dividends from these equity instruments are recognised in the income
statement unless the dividends are clearly a partial repayment of the cost to purchase the equity instrument.
The cumulative gain or loss from the subsequent measurement of the equity instruments recognised in
other comprehensive income will continue to be recognised in equity even after the equity instrument has
been derecognised and reclassified to revenue reserves.
All other financial assets not recognised at amortised cost or at fair value through OCI must be measured at
fair value through profit and loss.
Financial assets are derecognised at the date on which the rights for payments from the assets expire or are
transferred and therefore at the date on which essentially all risks and rewards of ownership are transferred.
The rights to an asset expire when the rights to receive the cash flows from the asset have expired. For
transfers of financial assets, it is assessed whether they have to be derecognised in accordance with the
derecognition requirements of 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 E A C C O U N T 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 and recognised in the balance sheet. Subsequent remeasurement is
also recognised at the fair value calculated at the respective balance sheet date. Where derivative financial
instruments are not part of a designated hedging relationship in connection with hedge accounting, they are
classified as ‘at fair value through profit and loss’. The method used to recognise gains and losses depends
on whether the derivative financial instrument has been fully or possibly only partly designated as a hedging
instrument, and on the nature of the hedged item. Changes in the fair value of a derivative financial 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. The unrealised gains and losses from
the fair value valuation of derivative financial instruments that are designated as hedging instruments within
hedge accounting are initially recognised in equity without affecting profit or loss. In the case of derivative
financial instruments that are not part of a hedging relationship, the effect on profit or loss is immediate, i. e.
the changes from the fair valuation are recognised through profit and loss.
Non-derivative financial liabilities are recognised in the consolidated statement of financial position if an
obligation exists to transfer cash and cash equivalents or other financial assets to another party. A non-
derivative financial liability is initially recognised at its fair value. For loans taken out, the nominal amount is
reduced by discounts retained and transaction costs paid and discounted over the expected remaining term
of the liability. The subsequent measurement of non-derivative financial liabilities is effected at amortised
cost using the effective interest method. TUI does not use the fair value option.
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 due
to foreign currency and fuel price fluctuations in cash flows from highly probable forecast transactions (cash
flow hedges). Hedges of balance sheet items (fair value hedges), i. e. hedges of the fair value of an asset or a
liability, which would be accounted for at amortised cost, are currently not designated.
Financial liabilities are derecognised when the obligations specified in the contract are discharged, cancelled
or expire.
All foreign exchange differences resulting from the translation of trade accounts payable are recognised in
the income statement within cost of sales. Foreign exchange differences from the translation of liabilities not
resulting from normal operating processes are reported under Other income / expenses, Financial expenses /
income or Administrative expenses, depending on the nature of the underlying receivables or payables.
Upon entering into a transaction, TUI documents the hedge relationship between the hedge and the under-
lying transaction, the risk management goal and the underlying strategy. In addition, a record is kept of the
assessment, both at the beginning of the hedge relationship by using the Critical Terms Match method and
on a continual qualitative 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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
19 7
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
19 8
The effective portion of changes in the fair value of derivatives forming cash flow hedges is recognised in
equity without affecting profit and loss. Any ineffective portion of such changes in the fair value, by contrast,
is recognised immediately in the income statement through profit and loss. Amounts taken to equity are
reclassified to the income statement and carried as income or expenses in the period in which the hedged
item or the hedge has an effect on results or it is no longer highly expected that the hedged item or a
corresponding part thereof will occur.
If a hedge expires, 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.
Bank overdrafts are shown as liabilities to banks under current financial liabilities.
E Q U I T Y
Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares or conversion
options are taken to equity on a net after-tax basis as a deduction from the issuance proceeds.
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 as far as the capitalisation is not limited under the asset ceiling defined in IAS 19. 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 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.
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.
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.
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.
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, current account balances and other highly liquid
current financial assets with an original term of a maximum of three months, such as shares in money market
funds. Investments in money market funds are made in shares with a stable net asset value or LVNAV (low
volatility net asset value). The investment criteria of the individual money market funds, their credit ratings,
historical performance and stress tests meet the criteria for cash and cash equivalents. As the contractual
cash flows of the money market funds do not exclusively comprise interest and principal payments, they are
measured at fair value through profit or loss.
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.
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.
G O V E R N M E N T G R A N T S
Government grants are recognised if there is reasonable assurance that TUI will comply with all attached
conditions for receiving the grant and the grant will be awarded. Investment grants received are deducted
from the carrying amounts of assets in property, plant or equipment where these grants are directly allocable
to individual assets. If a direct allocation of grants to individual items of property, plant or equipment is not
possible, or if the grants are from other government programmes, the grants and subsidies received are
recognised as deferred income and shown within Other liabilities. Grants related to income are deducted
from related expenses in the period in which the corresponding expenses are incurred. Government grants
include, for example, income subsidies or social security contributions for short-time allowances. If short-time
allowance is a personal benefit for the employee, the respective payments are not recognised as income in
the statement of profit or loss.
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
customer has already delivered a performance, e. g. in the form of payment of a deposit. In the tourism
business model, customers pay deposits on most travel services prior to departure. The deposits received
therefore constitute contract liabilities within the meaning of IFRS 15.
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.
Income taxes are charged or credited directly to equity or other comprehensive income if the tax relates to
items that are charged or credited to equity or recognised in other comprehensive income without affecting
Group profit or loss.
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.
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.
Based on the OECD initiative, numerous jurisdictions are in the process of the introduction of a global
minimum tax. The aim of this minimum taxation is to ensure that multinational groups with a turnover of
over € 750 m are subject to a minimum taxation of 15 %. As a potentially affected company, TUI is closely
following the worldwide development towards the introduction of global minimum taxation and is analysing
the potential impact on TUI. As the transposition into local law has not yet been finalised and the draft
regulations published to date are highly complex, TUI has not yet been able to make a reliable estimate of
the future impact. TUI has applied the temporary exception issued by the IASB in May 2023 from the accounting
requirements for deferred taxes in IAS 12. Accordingly, TUI neither recognises nor discloses information
about deferred tax assets and liabilities related to Pillar Two income taxes.
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 accordance
with IFRS 2’.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
19 9
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 TUI Group.
Key judgements, assumptions and estimates
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
Summary of selected measurement bases
CORPORATE GOVERNANCE
Item in the statement of financial position
Measurement base
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Assets
Goodwill
Other intangible assets with definite useful lives
Property, plant & equipment
Right-of-use assets
Investments in joint ventures and associates
Methods underlying the
Consolidated Financial
Statements
Financial assets
Equity instruments
206 Segment Reporting
Trade and other receivables
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
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 cash flows)
At fair value through profit or loss
At amortised cost or at fair value through profit or loss
Lower of cost and net realisable value
At cost (or lower recoverable amount)
Lower of cost and fair value less costs 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
2 0 0
The presentation of the assets, liabilities and provisions as well as contingent assets and liabilities shown in
the consolidated financial statements is based on judgements, assumptions and estimates. Any uncertainties
are appropriately taken into account in determining the values.
All estimates and assumptions are based on the conditions and assessments as at the balance sheet date. In
evaluating the future development of business, reasonable assumptions are made regarding the expected
future economic environment in the business areas and regions in which the Group operates.
Despite careful preparation of the estimates, actual results may differ from the estimate. In such cases, the
assumptions and the carrying amounts of the assets and liabilities concerned, if necessary, are adjusted
accordingly. As a matter of principle, changes in estimates are taken into account in the financial year in
which the changes have occurred and in future periods.
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 of when the Group has control over an investee and therefore consolidates this investment
• Definition of whether a Group company acts as an agent or as a principal in a transaction
• Determination of 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
option is exercised or if a termination option is not exercised and if this had been considered differently in
the original assessment.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 0 1
For aircraft leases, we determine the end of the lease term on the basis of the contractually agreed return
date. For medium- to long-term property agreements, e. g. office buildings, hotels or travel agency leases,
options to renew the lease are included in the lease term to the extent to which TUI presumes that the future
exercise of the option is reasonably certain in the individual case.
For information on potential future lease payments relating to periods after the exercise date for extension
or termination options, please refer to Note 15.
In the financial year 2023 TUI left behind the impacts of the COVID-19 pandemic. In the holiday experience
division the complete product portfolio could be offered. In aviation business disruptions did not occur unlike
in the financial year 2022. The number of guests reached near pre crisis levels, revenues exceeded pre crisis
levels. In contrast the financial year 2023 was still affected by the general increase in prices, especially for
fuel, and by changes in exchange rates. TUI was insufficiently hedged against these changes due to limited
access to relevant hedging instruments. However, overall all the segments increased their results in comparison
to the financial year 2022.
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 TUI Group are mainly related to the following balance sheet-related facts and circumstances:
• Assumptions for use in impairment tests, in particular for goodwill and property, plant and equipment
• Effect of climate-related risks on the useful lives and the measurement of assets
• Determination of the fair values for acquisitions of companies and determination of the useful lives of
acquired intangible assets
• Determination of useful lives and residual carrying amounts of property, plant and equipment
• Determination of actuarial assumptions to measure pension obligations
• Recognition and measurement of other provisions
• Determination of the incremental borrowing rate used to measure lease liabilities
• Recoverability of future tax savings from tax losses carried forward and tax-deductible temporary differ-
ences
• Measurement of tax risks
• Recoverable amounts of touristic prepayments
• Determination that the package holiday represents a performance obligation due to the significant inte-
gration service
• Determination of period-related revenue recognition on a straight-line basis over the duration of the trip
• Determination of the expected credit losses (ECL) of financial instruments
A S S U M P T I O N S F O R U S E I N I M PA I R M E N T T E S T S , I N PA R T I C U L A R F O R G O O D W I L L A N D
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 impairment tests are performed on the basis of future discounted cash inflows derived from the medium-
term corporate planning. Both the derivation of future cash inflows and the determination of the interest
rate are heavily influenced by assumptions and estimates and are associated with uncertainties, in particular
due to the strong general increase in prices and interest rates, which could lead to a decline in demand for
tourism products and increased expenses for input factors. In addition assumptions and estimates regarding
the financial impact of climate-related risks were made, which are described further below.
For the financial year 2024 it is expected that customer volumes will reach 2019 levels. In the course of the
financial year 2023 TUI improved its financial position due to the recovery of its business, the capital increase
and the prolongation of the RCF. Accordingly TUI has now far more options to hedge against changes in fuel
prices or exchange rates. The further digitalisation of our business and the expansion of existing and new
business areas are expected to take effect. Below we describe the key assumptions underlying the medium-
term business planning in the segments.
In its business plan, Hotels & Resorts expects to deliver further earnings growth due to capacity expansion,
demand growth and increases in average selling prices.
In the Cruises segment, results are expected to recover further in the financial year 2024 as the winter season
of the financial year 2023 was still affected by the comparative late recovery of demand in 2022. Further-
more, results will increase until 2026 due to the expansion of the fleets of Marella and TUI Cruises. In
Summer 2023 Marella took over one cruise ship from TUI Cruises, which will deliver a full year’s trading result
in 2024. TUI Cruises will launch a new ship in Summer 2024 and expand its fleet to nine ships (excluding the
Hapag Lloyd Kreuzfahrten brand) in the following years to 2027. However, the results will be negatively
impacted by the cost of meeting the emission reducing regulatory measures, notably the introduction of the
EU emission trading system from 2024.
The future development of TUI Musement depends in part on the development of customer numbers in
Markets & Airlines. TUI Musement will also generate growth through the sale of tours, activities and tickets
due to the expansion of its own / direct distribution via the internet and the app.
In Markets & Airlines, beginning with the financial year 2024 it is expected that customer numbers will reach
2019 levels. Wider use of online distribution and distribution by the app, the provision of dynamic production
capacities for flights and accommodation and the investments in digitalisation are expected to further improve
the results. In addition, TUI has now by far more options to hedge against changes in fuel prices and in
exchange rates in comparison to financial year 2023. Conversely the emission trading system of the EU and
Great Britain will lead to higher expenses. In addition, the usage of alternative fuels with lower climate-
damaging emissions will increase in order to reach emission reduction targets for 2030 and beyond. These
fuels are more expensive than conventional kerosine. For further information on assumptions and estimates
in relation to climate related risks we refer to the section below.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 0 2
Other key factors are the weighted average cost of capital after income taxes (WACC), on which discounting
is based, the sustainable growth rate and the growth in perpetuity. Changes in these assumptions may have
a significant impact on the recoverable amount and the amount of any impairment loss.
As a result of climate-related risks TUI has committed to the Science Based Targets initiative (SBTi) to reduce
emissions by 2030 in comparison to a baseline 2019. Our targets are:
The weighted average cost of capital after income taxes (WACC), on which discounting is based, was derived
from external capital market information about comparable companies. The cost of capital to Markets &
Airlines was increased by an additional risk premium of 2.1 % (previous year: 1.9 %). This additional risk premium
was based on an analysis of internal and external market expectations and reflects the elevated uncertainty
with regard to medium- and long-term market developments. Additional country-specific risk premiums are
included, in particular, in the measurement of individual hotels. For further details on the determination of
WACC refer to the section ‘Goodwill’.
Finally we have implemented sensitivity analyses to estimate the uncertainty associated with the assumptions
on which the impairment tests are based. The sensitivities and their impact on the fair value result exclusively
from the adjustment of individual parameters. Possible compensatory measures were not taken into account.
Sensitivities have been calculated for changes of the WACC and sustainable growth in perpetuity. In addition,
sensitivity analyses have been carried out for a general increase or decrease of future cash flows and for
material climate related risks. For further details refer to the section ‘Goodwill’.
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 U S E F U L L I V E S A N D T H E M E A S U R E M E N T O F A S S E T S
O V E R V I E W O F C L I M AT E R E L AT E D R I S K S
The tourism industry faces significant impacts from climate change. As temperature rises the attractiveness
of certain destinations might decline. Extreme weather events due to climate change might damage our assets
and might lead to increased cancellations of holidays. Political and legal developments might increase the
expenses for emission certificates and customer preferences might change. Climate change might also present
opportunities for TUI to extending the touristic season in summer destinations or to diversify to new regions.
All these changes impact to some extend already and will have a more significant impact on long term financial
performance.
• Reduction of airline CO2e per revenue passenger kilometer by 24 % by 2030
• Reduction of absolute CO2e from our cruise operations by 27.5 % by 2030
• Reduction of absolute CO2e from TUI Hotels & Resorts by 46.2 % by 2030
Furthermore it is the commitment of TUI to achieve net-zero emissions by 2050. The reduction of emissions
will be accomplished with investments in new technologies and the use of fuel with less CO2 emissions.
To assess the impact of climate-related risks on our financial performance and business model TUI has
conducted a qualitative and quantitative climate risk assessment in the financial year 2023. A number of
assumptions underpin this assessment regarding changes to the intensity and frequency of weather related
events, technology development, development of energy and carbon prices and the development of knowledge
on global warming. The impact of climate-related risks was assessed for two scenarios, one scenario which
implies a global warming of approximately 4.3°C and a scenario which implies a global warming of approxi-
mately 1.5°C, both by 2100. The analysis was carried out for the periods until 2030, 2040 and until 2050. The
level of uncertainty of the results of the analysis increases over time.
Given the uncertainty TUI has applied critical estimation and judgment in the evaluation of the impact of
climate-related risks regarding the recognition and measurement within its financial statements which are
described below.
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 U S E F U L L I V E S O F A S S E T S
The useful lives of assets can be affected by climate-related risks in different ways:
• Physical changes in the climate like an increased frequency and intensity of acute events (storms, fire and
floodings) as well as long term trends like increased temperature might impact our assets
• Transitional changes related to the transition to a low-carbon economy including policy, legal, technology
and market changes might affect the use of our assets
In the assessment of the impact of the climate change on the useful lives of our assets TUI applied the
following assumptions and estimates:
The impact of physical risks on our aircrafts and our cruise ships is assumed to be low. Both assets could be
flexibly used and itineraries or flight routes could be adjusted. The main risk relates to the commitment of
TUI to decarbonize its business. However, all aircrafts of the current aircraft fleet have the capability to
utilise sustainable aviation fuel (SAF). In addition the useful lives of our aircrafts, which are mainly leased and
recognised as right of use assets, end before 2050 so that TUI could replace the aircraft with new technologies
such as hydrogen powered aircraft if these prove viable. Likewise our cruise ships can either already utilise
sustainable marine fuel (SMF) or can be converted to do so. Accordingly TUI concluded that climate-related
risks do not affect the useful life of aircrafts or cruise ships.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 0 3
TUI assessed as well the useful lives of our Hotels in light of climate related risks. Based on the aforemen-
tioned analysis TUI concludes that the risk from acute weather events like storms, fire and floodings will
increase only to a level which is still manageable through insurance and the large and regional spread of our
hotels & resorts portfolio. Furthermore the increase of these risks will most likely occur in the long term so
that our leased hotels with a relatively short useful life are less affected. Based on this analysis TUI concludes
that none of our hotels will have a reduced useful life due to sea level rise. The risk for our hotels relating to
the decarbonization of our business is assumed to be low as there exists already technology to produce
carbon neutral energy for example from renewable sources such as solar panels or wind turbines. The useful
lives of our hotels could also be affected by consumer behaviour reacting to increased temperatures. Certain
destinations might see a reduced number of tourists in the long term, especially in the peak season e. g. in
summer in the Mediteranean. However, it is assumed that the shoulder seasons in spring and autumn will
become broader which will mitigate this effect. In addition TUI has the ability to steer our customers to our
owned Hotels and to manage reduced numbers of guests through reduction in use of 3rd party capacity.
Overall, TUI does not see any impact of climate-related risks on the useful life of hotels.
Overall, useful lives and residual values have not been amended in the prior and current financial year as a
result of climate related risks.
I M P A 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 D E F E R R E D TA X A S S E T S
I N R E L AT I O N T O L O S S E S C A R R I E D F O R W A R D
TUI applies a five-year planning horizon derived from its medium-term corporate planning when determining
the usability of tax losses carried forward and deductible temporary differences. Medium-term climate-
related risks are factored into the measurement of deferred tax assets in relation to losses carried forward.
Accordingly, the considerably higher charges that will occur in the long term do not impact the measurement
of deferred tax assets in relation to losses carried forward.
I M P A C T O F C L I M AT E - R E L AT E D R I S K S O N I M PA I R M E N T T E S T S , I N P A R T I C U L A R F O R G O O D W I L L
A N D 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
When performing impairment tests, the discounted future financial charges determined on the basis of the
above-mentioned climate-related risk analysis were deducted from the discounted future cash flow surpluses
calculated based on our medium-term planning. Due to the long-term nature of these future charges and
uncertain technological and regulatory developments, the charges determined in this manner are subject to
a high level of uncertainty.
The underlying assumption is that until 2030 TUI will reduce its climate-damaging emissions in accordance
with the SBTi and will subsequently follow a linear path to achieving net-zero emissions by 2050. It is likewise
assumed that the emissions of our suppliers are reduced for the period until 2050. These will be achieved in
particular by gradually replacing aircraft fuel and bunker oil with fuels that do not cause climate-damaging
emissions. The expectation here is that these fuels will be available in sufficient quantities. This assumption
depends on the development of technologies and production capacities and is therefore subject to elevated
uncertainty. A key estimate concerns price movements for fuels without greenhouse gas emissions. Currently
the prices for these fuels are by far higher as conventional fuels. It is assumed that the prices will level off
by 2050.
Technological innovation, such as in the form of hydrogen-powered aircraft, is not taken into account. Greater
fuel efficiency was only considered insofar as it relates to the planned fleet renewal in aviation or else can be
achieved by means of known technologies such as underwater coatings on cruise ships. Fleet expansion in
the Cruises segment has also been factored in. In the segment Hotels & Resorts, it is assumed that emission
reductions will be achieved by means of existing and continued investments in renewable energies, such as
solar panels.
This reduction in greenhouse gas emissions will be underpinned by a public regulatory framework encom-
passing everyone, including TUI’s suppliers, leading in particular to a reduction in free emission allowances
or an increase in the price of emission certificates. While harmful gas emissions will be reduced in the manner
described above, rising prices for emission certificates will generate substantial financial charges before the
expenses for emission certificates drop to zero in 2050. The calculation of these financial charges reflects
TUI’s own costs and the costs of emission certificates passed on by suppliers.
In addition, physical risks from climate-related one-off events such as storms or floods or long-term develop-
ments such as rising temperatures, affecting the Hotels & Resorts segment, were taken into account. Average
annual charges were determined based on external studies. It is expected that the financial impact of these
climate-related risks are relatively low.
Overall, the use of low-emission fuels and rising prices for emission certificates will lead to significant financial
charges, particularly for energy-intensive aviation operations in the Northern Region, Western Region, and
Central Region segments. The Cruises segment will also be impacted. In Hotels & Resorts segment, the
burden will be relatively low; in fact, the autonomous generation of energy, such as by means of solar power,
may even generate cost savings.
One key assumption, then, concerns the extent to which costs for low-emission fuels and emission certificates
can be passed on to customers. TUI assumes that the reduction in greenhouse gas emissions will generate
general price increases (green inflation). TUI additionally benefits from opportunities to pass on costs across
the entire value chain. Overall, TUI therefore assumes that it will be able to pass on 90 % of the costs in
aviation, a sector that is particularly affected, and 95 % in other sectors.
In the light of the uncertainties regarding the long-term financial burden from climate-related risks, TUI has
calculated sensitivities for the particularly affected Markets & Airlines and Cruises. These are presented in
the section on ‘Goodwill’. The sensitivities relate to assumptions on the development of climate related risks
in general, the development of prices for alternative fuels and emission certifivates and the potential for
passing on climate change-related costs to our customers. Overall, TUI does not regard climate-related risks
as a triggering event for carrying out impairment tests.
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 € 1,905.8 m (previous year € 2,076.4 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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
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.
Methods underlying the
Consolidated Financial
Statements
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. The carrying
amount of property, plant and equipment as at 30 September 2023 totals € 3,480.3 m (previous year
€ 3,400.9 m). Material assumptions and estimates are the determination of useful lives and residual carrying
amounts of property, plant and equipment. The effects of climate-related risks are also taken into account
here. From the analysis to review the amounts carried, an evaluation is carried out on a regular basis to assess
whether there are any indications of a potential impairment. These indications relate to a number of areas
and factors, e. g. the market-related or technical environment but also physical condition. If any such indication
exists, management must estimate the recoverable amount on the basis of expected cash flows and appropriate
interest rates.
More detailed information on the useful lives and residual values of property, plant and equipment items is
provided in the section ‘Property, plant and equipment’ in the section ‘Accounting and measurement methods’.
P E N S I O N P R O V I S I O N S
As at 30 September 2023, the carrying amount of provisions for pensions and similar obligations totals
€ 670.4 m (previous year € 601.3 m). For those pension plans where the plan assets exceed the obligation,
other non-financial assets amounting to € 98.5 m are shown as at 30 September 2023 (previous year
€ 163.4 m).
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 0 4
Detailed information on actuarial assumptions is provided in Note 30.
O T H E R P R O V I S I O N S
As at 30 September 2023, other provisions amount to € 1,181.9 m (previous year € 1,296.0 m). When recognising
and measuring provisions, assumptions to a considerable content regarding the probability of occurrence,
maturity and level of risk are required.
Determining whether a current obligation exists is usually based on review by internal or external experts.
The amount of provisions is based on expected expenses, and is either calculated by assessing the specific
case in the light of empirical values, outcomes from comparable circumstances or ranges of possible claims,
or else estimated by experts. Due to the uncertainties associated with assessment, actual expenses may
deviate from estimates so that unexpected charges may result.
More detailed information on Other provisions is provided in the Notes to the statement of financial position
in Note 31.
L E A S E L I A B I L I T I E S
As at 30 September 2023, lease liabilities worth € 2,918.1 m (previous year € 3,207.5 m) were carried, reflecting
the present value of the future lease payments as at that date. The interest rate implicit in the lease can only
be easily determined in exceptional cases. In all other cases TUI therefore uses its own incremental borrowing
rate to measure the lease liability. The incremental borrowing rate is the interest rate TUI would have to pay
to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar
value to the right-of-use asset in a similar economic environment. Determining the incremental borrowing
rate therefore regularly involves estimates regarding the interest rate the Group would have to pay. In this
context, estimates are required, for instance, to determine the interest the Group companies would have to
pay if no observable interest rates are available, or if adjustments are required regarding the specific agreed
terms and conditions such as the transaction currency or contract term. TUI determines the incremental
borrowing rate using observable inputs (bond yields and CDS quotations) and makes specific adjustments
for individual companies (e. g. country risk premiums).
D E F E R R E D TA X A S S E T S
As at 30 September 2023, deferred tax assets totalling € 310.6 m (previous year € 222.0 m) were recognised.
Prior to offsetting against deferred tax liabilities, deferred tax assets total € 675.7 m, including an amount of
€ 269.4 m (previous year € 194.4 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
differences. If the assessment of the recoverability of deferred tax assets changes, the carrying amount of
deferred tax assets will be reduced to the extent that it is no longer probable that sufficient taxable profit
will be available to allow the benefit of part or all of that deferred tax asset to be utilised. Any such reduction
is subsequently reversed to the extent that it becomes probable that sufficient taxable profit will be available.
More detailed information on deferred tax assets is available in the Notes to the statement of financial
position in Note 20.
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 determining
income tax liabilities, including the probability, the timing and the size of any amounts that may become
payable. For certain transactions and calculations the final tax charge cannot be determined during the
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.
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
As at 30 September 2023, the carrying amount of touristic prepayments totals € 939.9 m (previous year
€ 757.6 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.
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, reasonable
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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 0 5
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 0 6
Segment Reporting
Notes to the segments
Notes to the segment data
The identification of operating segments is based on the internal organisational and reporting structure
primarily built around the different products and services as well as a geographical structure within TUI Group.
Allocation of individual organisational entities to operating segments is exclusively based on economic criteria,
irrespective of the participation structure under company law. The segments are independently managed by
those in charge, who regularly receive separate financial information for each segment. They regularly report to
the Group Executive Committee, which consists of six Executive Board members and five other executives. The
legally binding decision regarding the use of resources is taken by the Executive Board. TUI Group’s Executive
Board has therefore been identified as the Chief Operating Decision Maker (CODM) in accordance with IFRS 8.
The Hotels & Resorts segment comprises all Group-owned hotels and hotel shareholdings of TUI Group.
The Cruises segment consists of the joint venture TUI Cruises, its subsidiary Hapag-Lloyd Cruises as well as
the British cruise business Marella Cruises.
The selection of segment data presented is based on the regular internal reporting to the Executive Board.
From the 2020 financial year onwards, adjusted EBIT is the segment performance indicator within the mean-
ing of IFRS 8.
We define the EBIT in underlying EBIT as earnings before interest, income taxes and result of the measurement
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.
The TUI Musement segment comprises the companies providing services in the destinations.
In financial year 2023, net income totalling € 45.8 m was adjusted as separately disclosed items.
The income statement items of the aircraft leasing companies holding TUI Group‘s aircraft and subletting
them within the Group have been fully allocated to the airlines using the respective aircraft (Northern Region,
Central Region and Western Region segments).
The Northern Region segment comprises the tour operators and airlines in the UK, Ireland and the Nordic
countries and the stake in the tour operation business of the Canadian company Sunwing. Our strategic
investment in Sunwing Travel Inc., Canada, sold its tour operator business, which was previously included in
this segment, in May 2023. 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 adjusted separately disclosed items for the financial year 2023 include a positive gain on disposal of
€ 91 m from the sale of the tour operator business by the equity method accounted company Sunwing Travel
Group Inc., Ontario in the Northern Region segment and a profit share from the disposal of our 49 % stake in
the joint venture Riu Hotels S. A. to a company of the Riu Group in the financial year 2021 (€ 3 m). In addition,
expenses in connection with the sale of an investment in All other segments (€ 1 m) and in the Hotels &
Resorts segment (€ 1 m) were adjusted. The adjusted restructuring expenses related to the Central Region
(€ 4 m), All other segments (€ 45 m, in particular from the impairment of software) and TUI Musement (€ 5 m,
mainly from the revaluation of the risk following the termination of the Tantur / TUI Russia business in the
previous financial year). This was contrasted by income from the reversal of restructuring provisions no longer
required in the Northern Region (€ 3 m) and Western Region (€ 1 m) as well as in Hotels & Resorts (€ 4 m).
The Central Region segment comprises the tour operators and airlines in Germany and tour operators in
Austria, Poland and Switzerland.
In financial year 2022, net expenses totalling € 58.7 m were adjusted as separately disclosed items.
The Western Region segment comprises the tour operators and airlines in Belgium and the Netherlands and
tour operators in France.
Apart from the above segments, the recognised items also include All other segments. This comprises 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. The Future Markets Division
was dissolved in the year under review and the activities managed here were reclassified from All other seg-
ments to the Hotels & Resorts, TUI Musement and Central Region segments. The prior periods were adjusted.
The adjusted separately disclosed items for financial year 2022 include restructuring expenses of € 94 m in
the Hotels & Resorts (€ 37 m), Central Region (€ 21 m), Northern Region (€ 19 m), TUI Musement (€ 9 m), All
Other Segments (€ 14 m) and Western Region (€ 3 m) segments. Restructuring expenses also include income
of € 9 m from the reversal of restructuring provisions no longer required in Western Region. In addition,
income of € 19 m from the sale of the shares in Nordotel S.A, fully consolidated in the Hotels & Resorts
segment, to Grupotel dos S. A., a joint venture of the TUI Group, income of € 16 m from the subsequent
purchase price adjustment of the disposal of our 49 % stake in the Riu Hotels S. A. joint venture to a company
of the Riu Group in the previous year was adjusted.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 0 7
The adjusted expenses of € 23.7 m (previous year € 30.1 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.
Segment indicators
Revenue by segment*
2023
2022
Apart from this indicator, internal and external revenue, depreciation and amortisation, impairments of
other intangible assets (excluding goodwill), property, plant and equipment, right-of-use assets and invest-
ments as well as the share of result of joint ventures and associates are likewise shown for each segment, as
these amounts are included when determining underlying EBIT. As a rule, intersegment business trans-
actions are based on the arm’s length principle, as applied in transactions with third parties. No single external
customer accounts for 10 % or more of revenue.
Assets and liabilities by segment are not included in the reporting to the Executive Board and are therefore
not shown in segment reporting.
Depreciation and write-backs relate to non-current assets by region.
Non-current assets by region contain other intangible assets, property, plant and equipment, right-of-use
assets and specific other non-current assets that do not meet the definition of financial instruments.
€ million
External
Group
Total
External
Group
Total
Hotels & Resorts
Cruises
TUI Musement
Consolidation
Holiday Experiences
Northern Region
Central Region
Western Region
Consolidation
Markets & Airlines
All other segments
Consolidation
Total
1,032.5
656.0
770.0
–
2,458.5
7,722.9
7,329.7
3,142.8
–
18,195.4
11.9
–
20,665.9
822.8
–
390.9
– 1.0
1,212.7
328.5
88.2
144.1
– 528.8
32.0
7.8
– 1,252.4
–
1,855.3
656.0
1,160.9
– 1.0
3,671.2
8,051.4
7,417.9
3,286.9
– 528.8
18,227.4
19.7
– 1,252.4
20,665.9
806.2
331.5
578.4
–
1,716.0
6,320.2
5,787.3
2,712.6
–
14,820.1
8.8
–
16,544.9
693.4
–
288.3
– 3.6
978.2
327.8
83.7
146.2
– 538.1
19.6
6.2
– 1,004.0
–
1,499.6
331.5
866.7
– 3.6
2,694.2
6,648.0
5,871.0
2,858.8
– 538.1
14,839.7
15.0
– 1,004.0
16,544.9
* Due to the resegmentation of Future Markets from All other segments to Hotels & Resorts, TUI Musement
and Central Region in the current financial year, previous periods have been adjusted.
Underlying EBIT by segment *
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
Total
2023
549.5
236.0
36.0
821.5
71.5
88.1
81.1
240.6
– 84.8
977.2
2022
480.3
0.8
23.7
504.7
– 101.6
74.6
– 31.5
– 58.6
– 37.4
408.7
* Due to the resegmentation of Future Markets from All other segments to Hotels & Resorts, TUI Musement
and Central Region in the current financial year, previous periods have been adjusted.
Reconciliation to underlying EBIT of TUI Group
€ million
Earnings before income taxes
plus: Net interest expense (excluding expense / income from measurement
of interest hedges)
plus: Expense / less income from measurement of interest hedges
EBIT
Adjustments:
less / plus: Separately disclosed items
plus: Expense from purchase price allocation
Underlying EBIT
Other segmental information *
2023
551.2
432.6
15.6
999.3
– 45.8
23.7
977.2
2022
– 145.9
478.9
– 13.0
320.0
58.7
30.1
408.7
Amortisation (+), depreciation (+),
impairment (+) and write-backs (–)
of other intangible assets, property,
plant and equipment, right-of-use
assets and investments
Thereof impairment of intangible
assets and property, plant,
equipment and right-of-use assets
Thereof reversal of impairment
losses on intangible assets and
property, plant, equipment and
right-of-use assets
Thereof amortisation / depreciation
of intangible assets and
property, plant, equipment and
right-of-use assets
Share of result of
joint ventures and associates
2023
184.9
65.4
35.3
285.6
296.0
97.2
142.2
535.5
38.0
859.1
2022
2023
2022
2023
2022
208.7
54.6
33.0
296.3
328.1
111.2
144.6
583.9
3.1
883.4
25.0
–
1.7
26.7
2.2
0.7
0.6
3.6
37.4
67.7
62.6
–
1.2
63.8
4.1
5.7
–
9.8
0.2
73.9
21.7
11.6
–
33.3
1.3
0.1
–
1.3
–
34.6
30.6
15.2
–
45.8
3.6
0.8
–
4.5
0.1
50.4
2023
181.5
77.0
33.6
292.2
295.1
96.5
141.6
533.3
0.6
826.1
2022
176.7
69.8
31.7
278.3
327.6
106.2
144.6
578.5
3.1
859.8
2023
105.3
174.2
13.2
292.7
112.8
1.1
0.3
114.3
0.2
407.2
2022
94.0
41.4
7.5
142.9
– 46.2
3.8
–
– 42.3
0.2
100.7
* Due to the resegmentation of Future Markets from All other segments to Hotels & Resorts, TUI Musement
and Central Region in the current financial year, previous periods have been adjusted.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 0 8
274 Notes to the Cash Flow
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday Experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
Total
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
Key figures by region
External revenue by
customer location
Non-current
assets
CORPORATE GOVERNANCE
€ million
2023
2022
2023
2022
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Germany
United Kingdom
Spain
Other Europe
North and South America
Rest of the world
Total
5,699.1
7,475.8
175.6
6,653.7
494.8
166.9
20,665.9
4,555.2
6,103.1
145.5
5,357.9
293.7
89.6
16,545.0
276.3
3,756.0
564.3
482.6
733.8
1,141.4
6,954.4
257.8
3,829.3
551.4
483.7
728.4
1,196.1
7,046.7
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 0 9
Notes to the Consolidated Income Statement
In the completed financial year, the TUI Group’s business volume was significantly higher than in financial
year 2022, which was still impacted by travel restrictions to contain COVID-19, in particular in the first half.
Moreover, the TUI Group’s performance is subject to significant seasonality due to the tourism business
being characterised by the winter and summer travel months.
(1) Revenue
Group revenue is mainly generated from tourism services. The other revenues present income from sub-lease.
In financial year 2023, consolidated revenue increased by 24.9 % year-on-year from € 16.5 bn to € 20.7 bn.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 1 0
CORPORATE GOVERNANCE
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
Total
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 11
External revenue allocated by destinations for the period from 1 Oct 2022 to 30 Sep 2023*
Spain
(incl. Canary
Islands)
Other
European
destinations
Caribbean,
Mexico,
USA & Canada
North Africa &
Turkey
Rest of Africa,
Ind. Ocean,
Asia
Other
countries
358.9
232.0
111.0
701.9
2,246.3
2,037.2
819.7
5,103.2
0.3
5,805.4
89.0
179.5
251.1
519.6
2,384.9
2,254.1
902.5
5,541.5
11.1
6,072.2
314.9
244.6
187.5
747.0
1,292.7
341.5
540.9
2,175.1
0.5
2,922.6
91.2
–
39.1
130.3
1,175.2
1,803.7
568.5
3,547.4
–
3,677.7
178.6
–
128.0
306.6
604.9
886.1
290.5
1,781.5
–
2,088.1
–
–
53.3
53.3
13.3
5.3
16.6
35.2
–
88.5
2023
Revenues from
contracts with
customers
1,032.5
656.1
770.0
2,458.6
7,717.3
7,327.8
3,138.7
18,183.9
11.9
20,654.4
Other
2023
Total
–
–
–
–
5.5
1.9
4.1
11.5
–
11.5
1,032.5
656.0
770.0
2,458.5
7,722.9
7,329.7
3,142.8
18,195.4
11.9
20,665.9
* Due to the re-segmentation of Future Markets from All other segments to Hotels & Resorts, TUI Musement and Central Region in the
current financial year, previous periods have been adjusted.
External revenue allocated by destinations for the period from 1 Oct 2021 to 30 Sep 2022*
€ million
Hotels & Resorts
Cruises
TUI Musement
Holiday experiences
Northern Region
Central Region
Western Region
Markets & Airlines
All other segments
Total
Spain
(incl. Canary
Islands)
Other
European
destinations
Caribbean,
Mexico,
USA & Canada
North Africa &
Turkey
Rest of Africa,
Ind. Ocean,
Asia
292.0
158.2
99.9
550.1
1,955.3
1,646.2
868.7
4,470.2
0.1
5,020.4
85.8
124.8
203.2
413.8
1,986.4
1,987.9
832.5
4,806.8
8.3
5,228.9
216.1
48.3
129.1
393.5
1,202.6
305.3
474.6
1,982.5
0.3
2,376.3
74.7
–
37.0
111.7
816.7
1,271.3
390.8
2,478.8
–
2,590.5
137.6
–
63.3
200.9
333.1
570.8
138.8
1,042.7
–
1,243.6
Other
countries
2022
Revenues from
contracts with
customers
–
0.1
45.9
46.0
20.8
5.3
6.0
32.1
–
78.1
806.2
331.4
578.4
1,716.0
6,314.9
5,786.8
2,711.4
14,813.1
8.7
16,537.8
Other
2022
Total
–
–
–
–
5.3
0.5
1.3
7.1
–
7.1
806.2
331.5
578.4
1,716.0
6,320.2
5,787.3
2,712.6
14,820.1
8.8
16,544.9
* Due to the re-segmentation of Future Markets from All other segments to Hotels & Resorts, TUI Musement and Central Region in the
current financial year, previous periods have been adjusted.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
Future revenue from performance obligations not yet delivered as at 30 September 2023, of which at least
twelve months are between the contract start and the contract end date, totals € 799.6 m (previous year
€ 1,502.1 m), including an amount of € 758.3 m (previous year € 1,340.6 m) to be recognised within the next
twelve months. The remaining revenue will be recognised in the following twelve months.
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 ESF. The financial aid received from the
ESF was fully redeemed in the current financial year. The volume of the KfW credit facility was reduced from
€ 2.1 bn to € 1.05 bn. For further details we refer to the section ‘Going concern reporting according to the
UK Corporate Governance Code’.
CORPORATE GOVERNANCE
The touristic advance payments received (contract liabilities) are presented in Note 34.
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 12
(2) Cost of sales and administrative expenses
Cost of sales relates to the expenses incurred in the provision of tourism services. In addition to the expenses
for personnel, depreciation, amortisation, rental and leasing, it includes all costs incurred by the Group in
connection with the procurement and delivery of airline services, hotel accommodation, cruises and distribution
costs.
Due to the increased business volume, the cost of sales increased by 22.0 % from € 15.6 bn to € 19.1 bn in
financial year 2023.
The cost of sales in financial year 2023 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
2023
1.6
– 0.5
1.1
2022
58.0
35.5
93.5
Government grants were awarded due to the measures in place to contain the COVID-19 pandemic. When
these measures ended in financial year 2022, the various aid programs were also terminated. The government
grants reported under cost of sales and administrative expenses include in particular grants for wages and
salaries as well as social security contributions directly reimbursed to the relevant company. In addition, a
number of Group companies have received government grants, e. g. in the form of grants for fixed costs. In the
current financial year receivables from government grants of € 2.9 m were written off. The related expenses
are presented within administrative expenses.
Administrative expenses comprise all expenses incurred in connection with activities by the administrative
functions and break down as follows:
Administrative expenses
€ million
Staff cost
Rental and leasing expenses
Depreciation, amortisation and impairment
Others
Total
2023
619.2
9.5
87.0
299.9
1,015.6
2022
544.7
11.0
73.6
116.9
746.3
Other administrative expenses mainly increased due to the termination of state aid programmes as well as
increased exchange rates.
The cost of sales and administrative expenses include the following expenses for personnel and depreciation /
amortisation / impairment:
Staff costs
€ million
Wages and salaries
Social security contributions
Pension costs
Total
2023
2022
1,954.6
294.9
108.8
2,358.3
1,732.3
300.4
109.2
2,141.9
Pension costs include service cost for defined benefit obligations and contributions to defined contribution
pension schemes.
In the period under review, TUI Group’s personnel expenses rose from € 2.1 bn in the prior year to € 2.4 bn.
The year-on-year increase in wages and salaries and social security contributions in financial year 2023 resulted
in particular from a 11.4 % increase in the average number of employees across the Group.
CONTENTS
The average annual headcount (excluding trainees) evolved as follows:
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
2023
24,442
75
8,965
33,482
10,401
6,935
5,310
22,646
2,214
58,342
2022
21,766
63
6,983
28,812
9,722
7,001
4,867
21,590
1,962
52,364
* Due to the re-segmentation of Future Markets from All other segments to Hotels & Resorts, TUI Musement and Central Region in the
current financial year, previous periods have been adjusted.
For details of the impairment losses and reversals of impairment losses effected in financial year 2023, please
refer to the respective sections in the Notes to the consolidated statement of financial position. A breakdown
of impairments and reversals of impairments is presented in Segment Reporting.
(3) Other income and other expenses
In financial year 2023 other income mainly shows the gain in the amount of € 14.5 m from the disposal of
aircraft assets and € 10.6 m income from the sale of emission certificates (ETS).
In the previous year, this item had primarily included the gain on disposal of Nordhotel S.A. in October 2022
and the subsequent income of € 13.4 m relating to the disposal of Riu Hotels S.A. in financial year 2021.
In financial year 2023, other expenses result in particular from portion of the goodwill allocated to the
segment Northern Region was disposed with the transfer of the operational business of Sunwing (€ 19.5 m).
This portion was determined as the relative value of the operations of Sunwing disposed of in relation to the
retained segment Northern Region. In this context, please refer to the section “Investments in joint ventures
and associates – Significant associates”. Furthermore, the losses from the disposal of aircraft assets in the
amount of € 6.3 m are recognised in other expenses.
In the previous year, other expenses included in particular the losses from the disposal of aircraft assets.
Depreciation / amortisation / impairment
€ 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
2023
2022
826.1
67.7
893.8
859.8
73.9
933.7
(4) Financial income
Financial income
€ million
Impairment losses of € 45.8 m (previous year € 73.6 m) are presented within cost of sales and € 21.9 m
(previous year € 0.3 m) in administrative expenses.
Impairments losses of € 14.0 m (previous year € 57.2 m) relate to property, plant and equipment. Additionally
€ 14.0 m (previous year € 8.8 m) correspond to right-of-use assets and € 39.7 m (previous year € 7.9 m) to
other intangible assets.
In financial year 2023, reversals of impairment losses of € 34.6 m (previous year € 50.4 m) were recognised
which are all presented in cost of sales. In the previous year € 49.6 m were recorded in cost of sales and
€ 0.8 m in administrative expenses.
Bank interest income
Other interest and similar income
Income from the measurement of hedges
Interest income
Income from investments
Income from the measurement of other financial instruments
Foreign exchange gains
Total
2023
2022
39.1
37.3
0.5
76.9
0.1
0.7
9.9
87.6
4.7
20.2
1.4
26.3
0.3
–
9.3
35.9
The increase in financial income by € 51.7 m in the financial year 2023 is primarily due to a € 50.6 m increase
in interest income.
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 13
(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
Total
(7) Income taxes
As in the previous year, TUI Group’s German companies have to pay trade tax of 15.7 % and corporation tax
of 15.0 % plus a 5.5 % solidarity surcharge on corporation tax.
Foreign income taxes are calculated on the basis of the laws and provisions applicable in the individual
countries. The income tax rates applied to foreign companies vary from 0 % to 35.0 %.
Breakdown of income taxes
€ million
Current tax (expense [+] / income [–])
in Germany
abroad
Deferred tax (expense [+] / income [–])
Total
2023
2022
3.0
118.8
– 26.3
95.5
– 15.7
127.5
– 45.1
66.7
2023
29.7
175.6
10.5
25.4
267.8
16.1
525.1
0.8
7.7
533.6
2022
15.2
159.3
6.6
10.1
293.1
7.8
492.1
0.1
17.3
509.5
In the period under review, financial expenses increased by € 24.1 m. This increase mainly results from higher
interest expenses, driven in particular by liabilities to banks and lease liabilities, higher expenses from
compounding on provisions and increased expenses from the measurement of hedges. On the other hand,
lower expenses were incurred for other interest and similar expenses, largely due to lower interest expenses
in connection with the early redemption of the warrant bond and Silent Participation II of the ESF and lower
expenses for exchange rate changes in lease liabilities in accordance with IFRS 16.
(6) Share of result of joint ventures and associates
The share of result of joint ventures and associates of € 407.2 m (previous year € 100.7 m) comprises the net
result for the year attributable to the associated companies and joint ventures.
Joint ventures and associates were tested for impairment as at 30 September 2023. This resulted in no
impairments (previous year € 4.8 m) and reversals of € 7.6 m (previous year € 3.4 m) in the Hotels & Resorts
segment and € 2.5 m impairments (previous year € 0.4 m) and € 0.3 m reversals (previous year € 0.2 m) in the
Central Region segment.
For the breakdown of the results of the material joint ventures and associates, please refer to Note 16
‘Investments in joint ventures and associates’.
In financial year 2023, the actual tax income in Germany included income attributable to prior periods. Due to
the required reassessment of tax risks, income tax liabilities of € 3.5 m (previous year € 4.8 m) were reversed.
In financial year 2023, the tax income from actual taxes attributable to prior periods totalled € 4.9 m (previous
year tax expense of € 42.4 m).
In the financial year deferred tax expenses include deferred tax income from the reassessment of tax loss
carryforwards in Germany of € 46.8 m (previous year tax income € 61.4 m).
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 14
In financial year 2023, tax expense totalled € 95.5 m (previous year € 66.7 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.
Reconciliation of expected to actual income taxes
€ million
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 (expense [+] / income [–])
Income taxes
2023
551.2
173.6
– 14.9
27.3
– 236.4
92.4
59.3
1.2
– 18.8
11.8
95.5
2022
– 145.9
– 46.0
35.4
23.0
– 61.8
30.5
89.5
– 15.0
31.8
– 20.7
66.7
(10) Earnings per share
In accordance with IAS 33, basic earnings per share were 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 was calculated on the basis of the shares outstanding
at the beginning of the financial year, taking account of the capital reduction and the pro rata temporis
consideration of the issue of subscription rights in the financial year under review and the capital increase in
April of this year.
Earnings per share
Group profit / loss for the year attributable to shareholders of TUI AG
Weighted average number of shares
Basic earnings per share
€ million
€
305.8
384,257,173
0.80
– 277.3
273,082,806*
– 1.02
2023
2022
* Previous year adjusted
Diluted Earnings per share
(8) Group result attributable to shareholders of TUI AG
In financial year 2023, the share in the Group result attributable to TUI AG shareholders increased from
€ – 277.3 m in the prior year (share in group loss) to € 305.8 m (share in group profit).
Group profit / loss 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
€
305.8
384,257,173
406,363,829
0.75
– 277.3
273,082,806*
273,082,806*
– 1.02
2023
2022
(9) Group profit attributable to non-controlling interest
* Previous year adjusted
In the Hotels & Resorts segment, the Group profit attributable to non-controlling interest primarily relates
to the RIUSA II Group with € 147.1 m (previous year Group profit € 64.2 m).
Earnings per share for all periods presented were adjusted retrospectively for the effect of the capital
reduction carried out in February 2023 at a ratio of 10:1 from 1,785,205,850 shares to 178,520,585 shares. In
addition, TUI completed a capital increase on April 24, 2023 in which subscription rights were issued to the
existing shareholders. As the subscription price of the new shares was below the market price of the existing
shares, the capital increase included a bonus component. To take into account that the number of shares
outstanding had increased without a corresponding change in resources, the weighted average number of
shares was adjusted according to IAS 33 for all periods presented. The weighted average number of shares
was therefore increased retrospectively for the time-weighted effect of the issue of subscription rights by
61,556,666 shares (prior year: 109,600,893 shares).
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 15
Dilution of earnings per share generally occurs when the average number of shares is increased by the
addition of the issue of potential shares. This is not the case in the event of a loss. The situation described
below therefore had no dilutive effect as at the previous year’s reporting date.
In April and July 2021, a convertible bond was issued for a total of € 589.6 m. At a current conversion price
of € 26.67 per share, the number of potential shares amounts to 22.1 m.
(11) Taxes attributable to other comprehensive income
Tax effects relating to other comprehensive income
2023
2022
€ 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
– 65.6
169.3
–
– 37.1
– 65.6
132.2
206.1
110.7
–
– 28.5
206.1
82.2
– 241.3
47.6
– 193.7
245.5
– 71.8
173.7
2.7
–
2.7
17.0
–
17.0
23.7
– 111.2
–
10.5
23.7
– 100.7
– 1.2
578.1
–
– 100.3
– 1.2
477.8
In the period under review corporate income taxes in the amount of € 0.0 m were recognised directly in equity
(previous year € – 1.0 m). Deferred income taxes recognised directly in equity were not generated, as in the
prior year.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 16
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 17
Notes to the consolidated statement of financial position
(12) Goodwill
Goodwill
€ million
Historical cost
Balance as at 1 Oct
Exchange differences
Disposals
Reclassification as assets held for sale
Balance as at 30 Sep
Impairment
Balance as at 1 Oct
Exchange differences
Balance as at 30 Sep
Carrying amounts as at 30 Sep
The following table presents a breakdown of goodwill by cash-generating unit (CGU) at carrying amounts.
‘Other’ consists of the two independent cash-generating units, Robinson, and Midnight International
( formerly Blue Diamond), which belong to the Hotels & Resorts segment.
2023
2022
Goodwill per cash-generating unit
3,444.9
2.2
– 19.5
– 2.3
3,425.3
– 474.3
– 1.8
– 476.1
€ million
Northern Region
Central Region
Western Region
Riu
Marella Cruises
TUI Musement
Other
Total
3,469.5
– 24.6
–
–
3,444.9
– 476.4
2.1
– 474.3
30 Sep 2023
30 Sep 2022
1,185.1
502.4
412.3
343.1
294.3
167.3
44.7
2,949.2
1,204.7
502.5
412.3
343.1
288.8
171.4
47.8
2,970.6
2,949.2
2,970.6
As at 30 September 2023, an impairment test of capitalised goodwill was performed at the level of cash-
generating units. No impairments of capitalised goodwill were identified.
The goodwill disposals relate to the sale of the operating business in Canada by the company Sunwing Travel
Group Inc., Ontario, which is accounted for using the equity-method. The disposal is attributable to the
Northern Region. In this context, we refer to section ‘Significant associates’. The reclassification of assets
held for sale led to a reduction of goodwill of € 2.3 m and relate to the planned disposal of the Robinson Club
Cabo Verde. Detailed information on acquisitions and divestments are presented under Acquisitions –
Divestments.
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 2023.
Budgeted revenues and EBIT margins are based on expectations with regard to the future business perfor-
mance. We refer to the section ‘Key judgements, assumptions and estimates’.
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
2023, an increase in the carrying amount of goodwill of € 0.4 m (previous year reduction of € 22.5 m) resulted
from foreign exchange differences.
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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
The table below provides an overview of the parameters versus the previous financial year, underlying the
determination of the fair values per CGU. As in the previous year, the EBIT margin has been adjusted for
deductions of centrally incurred costs. The table lists the CGUs to which goodwill has been allocated:
Parameters for calculation of the recoverable amount as at 30 Sep 2023
Planning
period in
years
Growth
rate
revenues2
in % p. a.
EBIT
margin3
in % p. a.
Sustain-
able
growth
rate4 in %
3.00
3.00
3.00
3.00
3.00
3.00
3.00
13.2
8.6
6.2
4.8
4.6
12.3
1.4 to
3.0
1.9
1.9
2.3
29.5
12.1
4.6
15.3 to
20.0
0.5
0.5
0.5
1.0
1.0
1.0
1.0
WACC
in %
11.60
11.60
11.60
9.05
10.70
9.52
9.05 to
10.33
Level
Carrying
amount in
€ million
Recov er-
able
amount in
€ million
3
3
3
3
3
3
3
641.7
212.0
180.5
2,391.3
828.0
477.3
563.9 to
746.0
2,221.4
1,327.5
673.6
3,238.3
956.1
722.9
618.0 to
810.2
Northern Region
Central Region
Western Region
Riu1
Marella Cruises1
TUI Musement
Parameters for calculation of the recoverable amount as at 30 Sep 2022
Planning
period in
years
Growth
rate
revenues2
in % p. a.
EBIT
margin3
in % p. a.
Sustain-
able
growth
rate4 in %
Northern Region
Central Region
Western Region
Riu1
Marella Cruises1
TUI Musement
3.00
3.00
3.00
3.00
3.00
5.00
8.7
4.1
4.1
8.8
0.7
25.0
Other
3.00
2.3 to 4.3
2.8
2.5
2.1
30.5
11.0
2.9
15.5 to
21.3
0.5
0.5
0.5
1.0
1.0
1.0
1.0
WACC
in %
11.75
11.75
11.75
8.55
10.57
9.84
8.55 to
9.21
Level
Carrying
amount in
€ million
Recov er-
able
amount in
€ million
3
3
3
3
3
3
3
1,099.5
– 134.2
471.1
2,279.8
722.6
453.0
669.4 to
812.3
2,787.8
1,133.5
786.2
3,107.2
1,081.5
805.3
711.8 to
956.0
1 Those are groups of CGUs
2 Planned growth rate in revenues in % in relation financial year 2024 to financial year 2025
3 EBIT margin for financial year 2025
4 Growth rate of expected net cash inflows
206 Segment Reporting
210 Notes to the Consolidated
Other
1 Those are groups of CGUs
2 Planned growth rate in revenues in % in relation financial year 2025 to financial year 2026
3 EBIT-Margin for financial year 2026
4 Growth rate of expected net cash inflows
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 1 8
In view of the existing uncertainties regarding future business development, an analysis of sensitivities for the
main planning parameters was carried out. In the sector Markets & Airlines a risk premium of 2.1 % (previous
year 1.9 %) was added to the cost of capital. For further information we refer to ‘Key judgements, assumptions
and estimates’. The following table shows the effects of potential deviations in fair value in financial year 2023:
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
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 19
WACC
+ 150 BPS
€ million
WACC
– 150 BPS
€ million
Sustainable
growth rate2
+ 50 BPS
€ million
Sustainable
growth rate2
– 50 BPS
€ million
Cash inflow
+ 15 %
€ million
Cash inflow
– 15 %
€ million
– 142.7
– 119.9
– 50.1
178.9
154.1
63.3
35.9
34.7
13.2
– 32.8
– 31.7
– 11.9
333.2
203.1
101.0
– 333.2
– 203.1
– 101.0
WACC
+ 100 BPS
€ million
WACC
– 100 BPS
€ million
Sustainable
growth rate2
+ 50 BPS
€ million
Sustainable
growth rate2
– 50 BPS
€ million
Cash inflow
+ 10 %
€ million
Cash inflow
– 10 %
€ million
– 86.6
106.3
41.5
– 37.5
95.6
– 95.6
WACC
+ 100 BPS
€ million
WACC
– 100 BPS
€ million
Sustainable
growth rate2
+ 50 BPS
€ million
Sustainable
growth rate2
– 50 BPS
€ million
Cash inflow
+ 10 %
€ million
Cash inflow
– 10 %
€ million
– 388.8
– 79.2
– 67.2 to – 75.7
500.6
100.3
86.2 to 93.8
202.9
40.1
34.4 to 36.8
– 179.1
– 35.6
– 30.3 to – 33.0
323.8
79.5
61.8 to 81.0
– 323.8
– 79.5
– 61.8 to – 81.0
The fair values determined in the sensitivity analysis would have led to an impairment requirement of
€ 13.0 m in the CGU Robinson and of € 11.6 m in the CGU Midnight International in the Hotels & Resorts
segment if the WACC had increased by 100 basis points. A reduction in the Cash inflow by 10 % would result
in an impairment requirement of € 16.9 m in the CGU Midnight International and of € 7.7 m in the CGU
Robinson. With the exception of the impairments presented in the Hotels & Resorts segment, the sensitivity
analysis did not reveal any further indications of an additional need for impairment losses.
energy intensive Markets & Airlines and Cruises segments. The sensitivity for climate related risks refers to
an increase of climate related costs by 50 %. The climate related chances relate to a decrease by 50 %.
The sensitivity on climate related risk would not have led to an impairment. The following table provides the
effects of the sensitivities on the fair value as of 30 September 2023.
In the financial year 2023 a study was carried out on the financial impact of climate related risks on the
business model of TUI. The use of low-emission fuels and rising prices for emission certificates will lead to
significant financial charges, particularly for energy-intensive aviation operations in the Northern Region,
Western Region, and Central Region segments. The Cruises segment will also be impacted. In Hotels &
Resorts, the burden will be relatively low; in fact, the autonomous generation of energy, such as by means
of solar power, may even generate cost savings. In addition, physical risks from climate-related one-off
events such as storms or floods or long-term developments such as rising temperatures, mainly affecting
Hotels & Resorts, were taken into account. It is expected that the financial impact of these climate-related
risks are relatively low. The financial impact overall is especially dependent in as far these costs can be
passed on to customers. For further information on the impact of climate related risks on impairment test
refer to the section ‘Key judgements, assumptions and estimates’. The estimation of the financial impact are
particular uncertain with regard to the development of climate related risks, the price development for
alternative fuel and emission certificates and the willingness of customers, to bear these costs, amongst
others. Therefore, sensitivities of climate related risks and chances were calculated for especially impacted
Sensitivities presenting potential changes of the recoverable amount
Sensitivity analysis Markets & Airlines
Northern Region
Central Region
Western Region
Sensitivity analysis Cruises
Marella Cruises*
* Those are groups of CGUs
Climate-related
risks
Climate-related
chances
– 160.0
– 59.0
– 90.0
160.0
59.0
90.0
Climate-related
risks
Climate-related
chances
– 11.5
11.5
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 2 0
(13) Other intangible assets
The development of the line items of Other intangible assets in financial year 2023 is shown in the following
table.
Other intangible assets
€ million
Historical cost
Balance as at 1 Oct 2021
Exchange differences
Additions
Disposals
Transfer
Balance as at 30 Sep 2022
Exchange differences
Additions
Disposals
Transfer
Balance as at 30 Sep 2023
Computer software
Acquired
Internally
generated
Brands,
licenses and
other rights
Transport
contracts
Customer
base
Intangible assets in the
course of construction and
Payments on account
329.7
4.7
0.1
– 0.2
– 0.3
334.0
– 4.9
16.9
– 2.0
–
343.0
508.8
– 11.1
10.0
– 74.2
26.6
460.1
5.0
15.7
– 37.8
106.5
549.5
249.3
2.6
12.5
– 17.5
12.7
259.6
0.7
11.1
– 34.5
13.7
250.5
62.4
– 1.4
–
–
–
61.0
1.2
–
–
–
62.2
79.6
0.7
–
– 0.3
–
80.0
– 0.2
–
–
–
79.8
118.5
– 3.6
112.6
– 0.7
– 40.4
186.4
2.6
137.2
– 7.4
– 121.8
197.0
Total
1,348.3
– 8.1
135.2
– 92.9
– 1.4
1,381.1
4.4
180.9
– 81.7
– 1.6
1,482.0
Table continues on next page
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 2 1
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 2 2
Other intangible assets
€ million
Amortisation and impairment
Balance as at 1 Oct 2021
Exchange differences
Amortisation for the current year
Impairment for the current year
Reversal of impairments
Disposals
Transfer
Balance as at 30 Sep 2022
Exchange differences
Amortisation for the current year
Impairment for the current year
Disposals
Transfer
Balance as at 30 Sep 2023
Carrying amounts as at 30 Sep 2022
Carrying amounts as at 30 Sep 2023
Continued from previous page
Computer software
Acquired
Internally
generated
Brands,
licenses and
other rights
Transport
contracts
Customer
base
Intangible assets in the
course of construction and
Payments on account
– 203.0
1.9
– 15.9
–
–
0.2
0.2
– 216.6
– 0.7
– 14.4
–
2.0
–
– 228.7
117.4
114.3
– 342.7
9.3
– 64.5
–
–
74.1
– 1.8
– 325.6
– 3.3
– 58.6
– 37.1
37.8
–
– 386.8
134.5
162.7
– 182.7
– 2.6
– 30.3
– 7.3
–
17.4
– 1.1
– 206.6
– 0.7
– 29.0
– 1.6
34.5
0.2
– 203.1
53.0
47.4
– 49.7
1.2
– 2.5
–
–
–
–
– 51.0
– 1.0
– 2.4
–
–
–
– 54.4
10.0
7.8
– 54.3
0.1
– 5.4
–
–
0.3
–
– 59.3
– 0.2
– 3.5
–
–
–
– 63.0
20.7
16.8
– 17.3
0.1
–
– 0.6
0.1
0.6
2.7
– 14.4
0.2
–
– 1.0
7.4
– 0.2
– 8.0
172.0
189.0
Total
– 849.7
10.0
– 118.6
– 7.9
0.1
92.6
–
– 873.5
– 5.7
– 107.9
– 39.7
81.7
–
– 944.0
507.6
538.0
Internally generated computer software consists of computer programs for tourism applications exclusively
used internally by the Group.
Transport contracts relate to landing rights at airports in the UK purchased and measured during the
acquisition of First Choice Holidays Plc in 2007.
The intangible assets in the course of construction amounted to € 189.0 m as at 30 September 2023 (previous
year € 172.0 m).
The impairments recognised for the financial year under review totalled € 39.7 m (previous year € 7.9 m).
Impairments of € 37.1 m are mainly attributable to an adjusted strategy in the digital transformation in the
Markets & Airline business, which resulted in impairment charges on internally generated computer software
in ‘All other segments’. In the previous year, Impairment charges of € 6.7 m related primarily to purchased
computer software and were due to restructuring.
Due to changes in our strategy and delays in the digital transformation, the useful lives of a number of software
solutions were reviewed, with the result to extend the useful lives of the affected software systems, which
reduced the amortization by € 3.8 m in the financial year under review. We expect a decrease of amortization
of € 2.6 m for the financial year 2024 and of € 0.6 m for the financial year 2025 compared with the amount that
would have been charged before the change in useful life. The extension of the useful life beyond the previous
end of useful life will lead to an increase in amortisation of € 5.4 m for financial year 2026 and of € 2.2 m for
financial year 2027.
In the previous year, due to a change in strategy with a focus on key strategic elements and delays in the
digital transformation, the useful lives of various software solutions in the Markets & Airline segment had
been revised. Due to the revision the useful life of the affected software systems were extended which
reduced the amortisation by € 8.6 m in the previous year.
(14) Property, plant and equipment
The table below presents the development of the individual items of property, plant and equipment in financial
year 2023.
Property, plant and equipment
€ million
Balance as at 1 Oct 2021
Exchange differences
Additions
Disposals
Transfer to assets held for sale
Transfer
Balance as at 30 Sep 2022
Exchange differences
Acquisitions
Additions
Disposals
Transfer to assets held for sale
Transfer
Balance as at 30 Sep 2023
Hotels incl. land
Other buildings
and land
Aircraft
Cruise ships Other plant, operating and
office equipment
Assets under
construction
Payments
on account
2,350.4
118.5
34.7
– 8.0
–
98.9
2,594.5
– 9.1
–
68.3
– 57.8
– 76.0
206.8
2,726.7
183.5
26.2
0.2
– 4.5
– 4.9
–
200.5
1.8
–
0.2
– 0.1
0.3
– 151.9
50.8
285.3
39.3
150.7
– 51.9
–
98.7
522.1
– 22.2
–
52.9
– 68.3
– 31.8
162.2
614.9
692.1
– 15.9
–
– 16.5
–
35.2
694.9
12.8
–
–
– 1.0
– 0.2
86.2
792.7
1,172.5
37.9
32.9
– 23.4
– 0.6
46.6
1,265.9
– 8.3
0.2
66.1
– 101.8
– 12.8
63.3
1,272.6
134.6
25.2
184.2
– 0.3
–
– 173.0
170.7
– 4.7
–
189.6
– 0.3
– 10.6
– 192.8
151.9
259.2
20.8
57.1
– 157.9
–
– 66.5
112.7
– 7.6
–
106.2
– 36.6
–
– 14.8
159.9
Total
5,077.6
252.0
459.8
– 262.5
– 5.5
39.9
5,561.3
– 37.3
0.2
483.3
– 265.9
– 131.1
159.0
5,769.5
Table continues on next page
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 2 3
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 2 4
Property, plant and equipment
€ million
Depreciation and impairment
Balance as at 1 Oct 2021
Exchange differences
Depreciation for the current year
Impairment for the current year
Reversal of impairment losses
Disposals
Transfer to assets held for sale
Transfer
Balance as at 30 Sep 2022
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 2023
Carrying amounts as at 30 Sep 2022
Carrying amounts as at 30 Sep 2023
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
– 674.6
– 34.1
– 59.1
– 53.0
19.4
7.7
–
0.1
– 793.6
6.0
– 67.7
– 13.3
16.4
57.6
4.0
0.2
– 790.4
1,800.9
1,936.3
– 18.0
0.9
– 1.4
–
–
1.9
2.2
–
– 14.4
–
– 1.2
–
–
–
–
2.1
– 13.5
186.1
37.3
– 158.2
– 8.9
– 27.9
–
–
38.0
–
– 22.8
– 179.8
4.4
– 40.8
– 0.6
–
34.7
0.8
– 92.1
– 273.4
342.3
341.5
– 245.8
7.3
– 59.7
–
15.2
16.5
–
–
– 266.5
– 5.2
– 63.5
–
11.6
0.4
–
0.1
– 323.1
428.4
469.6
– 820.8
– 22.2
– 82.5
– 4.2
–
23.1
0.5
1.0
– 905.1
4.5
– 86.9
– 0.1
–
101.1
5.6
– 6.9
– 887.8
360.8
384.8
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
170.7
151.9
– 0.9
– 0.1
–
–
–
–
–
–
– 1.0
–
–
–
–
–
–
–
– 1.0
111.7
158.9
– 1,918.3
– 57.1
– 230.6
– 57.2
34.6
87.2
2.7
– 21.7
– 2,160.4
9.7
– 260.1
– 14.0
28.0
193.8
10.4
– 96.6
– 2,289.2
3,400.9
3,480.3
In the financial year under review, the construction of a new hotel in Mauritius, the acquisition of land in
Jamaica and the renovation of hotels in Mexico, Spain and Cape Verde led to additions to the Riu Group
totalling € 164.0 m. These investments include an amount of € 70.1 m for assets under construction, € 54.9 m
for hotels including land and € 17.8 m for payments in advance.
Additions to assets under construction include € 81.3 m in reconstruction measures for a cruise ship, that
was commissioned in April 2023 and the carrying out of maintenance work on cruise ships. Further additions
to assets under construction relate with € 17.5 m to investments in aircraft.
In the financial year under review, advance payments of € 88.4 m (previous year € 29.7 m) were made for the
future delivery of aircraft. In the previous year, further payments in advance of € 10.1 m related to cruise ships.
Further additions to aircraft assets include € 32.3 m for spare parts and € 17.0 m for engines.
The renovation of an administrative building in Hanover led to further investments of € 18.0 m in the financial
year under review.
The main disposals in the financial year under review include € 36.6 m (previous year € 157.9 m) for the
disposal of advance payments for the delivery of aircraft. Due to sale and leaseback transactions, the
disposal of these pre-delivery payments led to additions of right-of-use assets. In this context, please refer
to the section ‘Right-of-use assets and leases’. Further disposals relate with € 17.7 m to the sale of spare
parts and with € 15.9 m to the sale of aircraft.
(15) Right-of-use assets and leases
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 agreements
are individually negotiated. Some of TUI’s aircraft leases comprise purchase or extension options. Many of
TUI’s property leases, in particular for travel agencies and office buildings, contain extension options and
price adjustment clauses. No residual value guarantees were provided for the leased items.
The review of the carrying amounts of property, plant and equipment resulted in impairment losses of
€ 14.0 m in the financial year under review (previous year € 57.2 m). The impairments mainly comprised
€ 13.3 m (previous year € 53.0 m) to hotels including land and were attributable to hotels of Magic Life,
TUI Blue and Robinson in the Hotels & Resorts segment. The impairment loss of the previous year,
notably included € 36.2 m relating to the demolition of a hotel in Mauritius.
The review of the carrying amounts also led to the reversal of impairment losses of € 28.0 m (previous year
€ 34.6 m). Reversal of impairments of € 16.4 m were attributable to hotels of Robinson and TUI Blue in the
Hotels & Resorts segment. In addition, reversal of impairments of € 11.6 m were made for one Marella cruise
ship in the Cruises segment.
The reclassification of property, plant and equipment to the balance sheet item ‘Assets held for sale’ relates
to € 41.0 m for the planned disposal of the Robinson Club Cabo Verde and to planned sales of land in Mexico
(€ 39.9 m) and Jamaica (€ 8.6 m) and are attributable to the Riu group in the Hotels & Resorts segment. In
this context, we refer to the section ‘Assets held for sale’. Further reclassifications of € 31.0 m related to the
disposal of aircraft engines in the Markets & Airline segment.
The transfer to property, plant and equipment among others relate to the carrying amounts of previously
leased assets carried as right-of-use assets for which purchase options were exercised.
As in the previous year, no borrowing cost were capitalised as part of the acquisition cost.
The carrying amount of property, plant and equipment subject to ownership restrictions or pledged as
security totals € 616.7 m as at the balance sheet date (previous year € 611.3 m).
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 2 5
CONTENTS
The development of the right-of-use assets in financial year 2023 is presented in the table below:
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
Right-of-use assets
CORPORATE GOVERNANCE
€ million
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 2 6
Historical cost
Balance as at 1 Oct 2021
Exchanges differences
Additions
Revaluations and modifications
Disposals
Transfer
Balance as at 30 Sep 2022
Exchanges differences
Additions
Revaluations and modifications
Disposals
Transfer
Balance as at 30 Sep 2023
Depreciation and impairment
Balance as at 1 Oct 2021
Exchange differences
Depreciation for the current year
Impairment for the current year
Reversals of impairments loses
Disposals
Transfer
Balance as at 30 Sep 2022
Exchange differences
Depreciation for the current year
Impairment for the current year
Reversals of impairments losses
Disposals
Transfer
Balance as at 30 Sep 2023
Carrying amounts as at 30 Sep 2022
Carrying amounts as at 30 Sep 2023
Aircraft and
engines
Hotels
Travel agencies
Buildings
Cruise ships
Other
Total
3,323.4
454.2
142.0
57.1
– 63.2
– 33.4
3,880.1
– 214.5
112.1
84.8
– 115.1
– 143.4
3,604.0
– 1,055.5
– 184.2
– 365.0
–
0.6
63.2
22.4
– 1,518.5
94.5
– 325.7
–
–
115.1
93.6
– 1,541.0
2,361.6
2,063.0
497.5
– 2.4
–
– 12.9
– 15.0
–
467.2
– 10.1
10.5
13.5
– 45.4
–
435.7
– 181.2
1.6
– 59.8
– 4.4
13.2
15.1
–
– 215.5
5.7
– 45.2
– 11.8
5.3
38.8
–
– 222.7
251.7
213.0
233.1
– 0.3
6.3
15.2
– 10.5
0.3
244.1
2.0
14.8
20.8
– 18.0
– 0.2
263.5
– 116.3
0.9
– 37.7
– 3.4
2.0
10.5
–
– 144.0
– 1.3
– 37.2
– 2.2
1.3
18.2
0.3
– 164.9
100.1
98.6
184.3
3.0
4.8
– 5.7
– 4.2
0.9
183.1
– 2.4
6.0
7.2
– 2.7
– 0.2
191.0
– 70.5
– 0.1
– 21.4
–
–
3.5
0.1
– 88.4
1.0
– 21.5
–
–
2.6
0.4
– 105.9
94.7
85.1
232.9
– 5.0
0.5
– 1.5
– 0.5
– 0.3
226.1
6.6
144.1
– 1.0
–
–
375.8
– 87.4
2.6
– 16.0
– 1.0
–
0.5
–
– 101.3
– 1.9
– 18.8
–
–
–
–
– 122.0
124.8
253.8
84.6
– 0.1
2.6
– 0.8
– 4.0
– 0.1
82.2
– 0.2
23.1
0.6
– 5.0
– 7.5
93.2
– 35.7
–
– 10.7
–
–
4.0
– 1.2
– 43.6
0.2
– 9.6
–
–
5.1
4.6
– 43.3
38.6
49.9
4,555.8
449.4
156.2
51.4
– 97.4
– 32.6
5,082.8
– 218.6
310.6
125.9
– 186.2
– 151.3
4,963.2
– 1,546.6
– 179.2
– 510.6
– 8.8
15.8
96.8
21.3
– 2,111.3
98.2
– 458.0
– 14.0
6.6
179.8
98.9
– 2,199.8
2,971.5
2,763.4
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 2 7
Additions of € 144.1 m were attributable in particular to the rental of a cruise ship, that was put into service
in April 2023. Furthermore, additions of € 112.1 m were due to the delivery of eight aircraft and four aircraft
engines (previous year € 142.0 m for the delivery of six aircraft), some of which were acquired through sale
and leaseback transactions.
Changes and remeasurements of existing leases increased the right-of-use assets by € 125.9 m. The increase
is primarily driven by a large number of lease extensions for leased aircraft (€ 84.8 m), leased travel agencies
(€ 20.8 m) and hotel contracts (€ 13.5 m).
The transfer to property, plant and equipment led to a reduction in right-of-use assets of € 52.4 m and
mainly result from reclassifications of aircraft and aircraft engines into property, plant and equipment. In this
context, we refer to the section ‘Property, plant and equipment’.
The cash outflows for leases totalled € 901.2 m (previous year € 867.4 m) in financial year 2023.
At the balance sheet date, unrecognised financial commitments for short-term leases amounted to € 3.3 m
(previous year € 4.3 m). In addition, potential future lease payments from extension and termination options
of € 220.3 m (previous year € 270.3 m) were not included in the measurement of the right-of-use assets and
lease liabilities as it was not reasonably certain that the lease contracts were going to be extended or to be
terminated.
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
and a hotel. In financial year 2023, proceeds from operating leases worth € 12.0 m (previous year € 7.8 m)
were carried in revenue. In addition, income from finance leases of € 0.5 m (previous year € 0.7 m) was carried
in the interest result.
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 following table shows the reconciliation from the undiscounted lease payments to the net investment
for the two subleases classified as finance leases:
The table below presents the expenses and income carried in the consolidated income statement in financial
year 2023 in connection with leases in which TUI is the lessee:
Net investments – finance leases
€ million
30 Sep 2023
30 Sep 2022
Undiscounted lease payments (lease components)
Unguaranteed residual values
Gross investment
Unearned finance income
Impairment
Net investment
4.3
–
4.3
0.2
–
4.1
10.5
–
10.5
0.7
0.2
9.6
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
2023
– 124.0
– 8.2
– 8.0
– 458.0
– 14.0
6.6
– 175.6
8.9
2022
– 131.1
– 3.0
0.5
– 510.6
– 8.8
15.8
– 159.3
2.4
As in the previous year, the expenses from short-term leases relate mainly to the temporary rental of
aircraft. Impairment losses of € 11.8 m were attributable to leased hotels.
Gains from sale and leaseback transactions of € 8.9 m are attributable to aircraft financing. In the financial year
under review, two newly delivered Boeing B737 Max aircraft, one previously owned Boeing B737–800 aircraft
and four acquired engines were refinanced by means of sale and leaseback contracts. As at 30 Septem-
ber 2023, lease liabilities resulting from these transactions totalled € 75.7 m. Gains obtained in the previous
year of € 2.4 m related to sale and leaseback transactions for six newly delivered Boeing B737 Max aircraft.
As at 30 September 2022, lease liabilities resulting from that transaction totalled € 165.6 m.
The table below comprises a maturity analysis of the undiscounted annual payments from leases in which
TUI is the lessor:
Significant associate and joint ventures
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
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
6.1
3.4
0.1
0.9
–
–
–
–
–
–
–
–
€ million
Remaining term
1– 2 years 2– 3 years 3– 4 years 4– 5 years more than
5 years
up to 1
year
210 Notes to the Consolidated
Income Statement
Operating lease contracts
Finance lease contracts
15.6
4.6
0.6
3.9
–
2.0
–
–
–
–
–
–
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
(16) Investments in joint ventures and associates
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.
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 2 8
30 Sep 2023
Name and headquarter of company
Nature of business
Total
6.2
4.3
30 Sep 2022
Total
16.2
10.5
Associate
Midnight Canada Inc.,
Toronto, Canada
Midnight International Holdings
Limited, Toronto, Canada
Pep Toni Hotels S. A., Palma, Spain
Joint venture
Grupotel dos S. A.,
Can Picafort, Spain
TUI Cruises GmbH,
Hamburg, Germany
Tour operator &
Hotel operator
Hotel operator
Hotel operator
Hotel operator
Cruise ship operator
All companies presented above are measured at equity.
Capital share in %
Voting rights share in %
30 Sep
2023
30 Sep
2022
30 Sep
2023
30 Sep
2022
49.0
49.0
49.0
50.0
50.0
49.0
–
–
50.0
50.0
49.0
49.0
49.0
50.0
50.0
25.0
–
–
50.0
50.0
The financial year of the Canadian associated companies corresponds to TUI Group’s financial year. The
financial years of Pep Toni Hotels S. A. and of the joint ventures deviate from TUI Group’s financial year,
ending on 31 December. 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 was a vertically integrated travel
company comprising tour operation, an airline and retail shops. After the transfer of the hotel operation
and development company Blue Diamond Hotels & Resorts Inc., St Michael / Barbados, to Sunwing in
September 2016, Sunwing 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.
Sunwing transferred its tour operation, airline and retail shops to the Canadian airline WestJet Airlines Ltd.
in the current financial year. Sunwing received essentially shares of the newformed business as consideration
and in addition contingent considerations. Within the framework of the transaction the hotel operations
business was transferred to the newly formed Midnight International Holdings Limited, in which TUI Group
directly holds 49 % of its shares. Sunwing itself has no longer any operative business after the transaction
and was renamed in Midnight Canada Inc. TUI group continues to hold 49 % of the shares of Midnight
Canada Inc.
Sunwing realised a gain from the transfer of its activities in return for the shares in the newformed business.
Accordingly, this gain increased pro rata the share of result of investments accounted for using the equity
method by € 110.3 m. A portion of the goodwill allocated to the segment Northern Region was disposed with
the transfer of the operational business of Sunwing. This portion was determined as the relative value of the
operations of Sunwing disposed of in relation to the retained segment Northern Region. The expense of
€ 19.5 m from the disposal of the goodwill is recognised in other expenses.
Summarised financial information of material associates
Pep Toni Hotels S. A. is a company founded at the end of the reporting year, which will own and operate
hotels.
€ million
S I G N I F I C A N T J O I N T V E N T U R E S
Grupotel dos S. A., founded in 1998, owns and operates hotels in the Balearic and the Canary Islands.
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 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.
Non-current assets
Current assets
Non-current provisions and
liabilities
Current provisions and liabilities
Revenue
Profit / loss
Other comprehensive
income / loss
Total comprehensive
income / loss
Midnight International
Holdings Limited,
Toronto, Canada
Pep Toni Hotels S. A.,
Palma, Spain
Midnight Canada Inc.,
Toronto, Canada
30 Sep
2023 / 2023
30 Sep
2022 / 2022
30 Sep
2023 / 2023
30 Sep
2022 / 2022
30 Sep
2023 / 2023
30 Sep
2022 / 2022
1,697.0
324.6
–
150.8
1,606.6
316.2
1,123.7
329.7
820.5
62.9
961.1
618.1
643.6
101.3
– 30.6
61.0
32.3
162.3
–
–
–
0.8
–
0.8
–
–
–
–
–
–
–
–
93.9
6.3
–
4.2
489.2
538.2
609.5
660.3
1,722.7
345.0
1,263.7
– 94.2
21.9
– 16.0
366.9
– 110.2
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 2 9
Summarised financial information of material joint ventures
Share of financial information of material and other associates
€ million
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 / loss
Total comprehensive income / loss
Grupotel dos S. A.,
Can Picafort, Spain
TUI Cruises GmbH,
Hamburg, Germany
30 Sep
2023 / 2023
30 Sep
2022 / 2022
30 Sep
2023 / 2023
30 Sep
2022 / 2022
270.6
25.4
4.6
132.8
120.7
32.6
14.9
260.6
37.8
16.9
146.3
134.1
36.9
14.7
4,449.0
432.3
97.5
2,655.8
2,628.1
1,189.5
501.0
4,153.0
591.4
255.9
3,195.7
3,165.3
863.5
282.9
159.9
131.0
1,823.7
1,238.2
13.1
0.2
4.1
6.4
27.4
–
27.4
12.0
0.2
2.4
5.1
18.8
0.2
19.0
131.4
13.7
121.2
3.6
348.4
2.4
350.8
129.9
17.2
135.8
– 8.6
82.8
37.3
120.1
In financial year 2023, TUI Group received dividends of € 22.6 m (previous year € 0.9 m) from its joint ventures
and dividends of € 3.9 m (previous year € 0.2 m) from its associates.
Midnight
International
Holdings Limited,
Toronto, Canada
Pep Toni
Hotels S. A.,
Palma, Spain
Midnight
Canada Inc.,
Toronto, Canada
Other immaterial
associates
Associates total
€ million
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
TUI's share
of
Profit / loss
Other com-
prehensive
income / loss
Total
comprehen-
sive income /
loss
30.8
49.6
0.4
– 15.0
29.9
–
–
–
112.8*
– 46.2
2.2
4.2
146.2
7.6
7.4
– 3.2
– 1.1
– 2.2
– 8.7
24.5
15.8
79.5
0.4
–
120.2
– 49.4
1.1
2.0
137.5
32.1
* The share of result includes TUI’s share of the result of Midnight Canada Inc. and the expenses for the realisation of foreign exchange
differences and for the derecognition of goodwill due to the sale of Sunwing’s operating business, included in the result of investments
in joint ventures and associates.
Share of financial information of material and other joint ventures
Grupotel dos S. A.,
Can Picafort, Spain
TUI Cruises GmbH,
Hamburg, Germany
Other immaterial
joint ventures
Joint ventures total
€ million
2023
2022
2023
2022
2023
2022
2023
2022
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.
TUI’s share of
Profit / loss
Other comprehensive income / loss
Total comprehensive income / loss
13.7
–
13.7
9.4
0.1
9.5
174.2
1.2
175.4
41.4
18.6
60.0
73.1
– 27.5
45.6
42.3
– 2.0
40.3
261.0
– 26.3
234.7
93.1
16.7
109.8
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 3 0
Net assets of the material associates
Reconciliation to the carrying amount of the associates in the Group balance sheet
€ million
Net assets as at 1 Oct 2021
Foreign exchange effects
Profit / loss
Net assets as at 30 Sep 2022
Other comprehensive income
Foreign exchange effects
Capital increase / decrease
Profit / loss
Consolidation effects
Net assets as at 30 Sep 2023
Midnight International
Holdings Limited,
Toronto, Canada
Midnight Canada Inc.,
Toronto, Canada
Pep Toni Hotels S. A.,
Palma, Spain
280.0
61.0
101.3
442.3
–
– 30.6
– 33.9
62.9
28.7
469.4
– 132.0
– 16.0
– 94.2
– 242.2
2.6
19.3
–
345.0
– 28.7
96.0
–
–
–
–
–
–
150.1
0.8
–
150.9
€ million
Share of TUI in % as at 30 Sep 2022
TUI's share of the net assets
as at 30 Sep 2022
Goodwill as at 30 Sep 2022
Unrecognised share of losses
Impairment of carrying amounts
Carrying amount as at 30 Sep 2022
Share of TUI in % as at 30 Sep 2023
TUI's share of the net assets
as at 30 Sep 2023
Goodwill as at 30 Sep 2023
Unrecognised share of losses
Impairment of carrying amounts
Carrying amount as at 30 Sep 2023
Midnight
International
Holdings
Limited,
Toronto,
Canada
49.0
216.8
7.6
–
–
224.4
49.0
230.0
7.1
–
–
237.1
Midnight
Canada Inc.,
Toronto,
Canada
Pep Toni
Hotels S. A.,
Palma,
Spain
Other
immaterial
associates
Associates
total
49.0
– 118.5
49.3
–
–
– 69.2
49.0
46.9
–
–
–
46.9
–
–
–
–
–
–
49.0
73.9
–
–
–
73.9
n. a.
28.2
5.0
1.1
–
34.3
n. a.
33.0
1.4
2.7
–
37.1
n. a.
126.5
61.9
1.1
–
189.5
n. a.
383.8
8.5
2.7
–
395.0
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 3 1
CONTENTS
FINANCIAL YEAR 2023
Net assets of the material joint ventures
COMBINED MANAGEMENT
REPORT
€ million
Net assets as at 1 Oct 2021
Profit / loss
Other comprehensive income
Net assets as at 30 Sep 2022
Profit / loss
Other comprehensive income
Dividends payable
Net assets as at 30 Sep 2023
Grupotel dos S. A.,
Can Picafort, Spain
TUI Cruises GmbH,
Hamburg, Germany
96.2
18.8
0.2
115.2
27.4
–
– 12.0
130.6
565.1
82.8
37.3
685.2
348.4
2.4
–
1,036.0
Reconciliation to the carrying amount of the joint ventures in the consolidated balance sheet
€ million
Share of TUI in % as at 30 Sep 2022
TUI's share of the net assets as at 30 Sep 2022
Goodwill as at 30 Sep 2022
Unrecognised share of losses
Impairment of carrying amounts
Carrying amount as at 30 Sep 2022
Share of TUI in % as at 30 Sep 2023
TUI's share of the net assets as at 30 Sep 2023
Goodwill as at 30 Sep 2023
Unrecognised share of losses
Impairment of carrying amounts
Carrying amount as at 30 Sep 2023
Grupotel
dos S. A.,
Can Picafort,
Spain
TUI Cruises
GmbH,
Hamburg,
Germany
Other
immaterial
joint ventures
Joint ventures
total
50.0
57.6
–
–
–
57.6
50.0
65.3
–
–
–
65.3
50.0
342.6
–
–
–
342.6
50.0
518.0
–
–
–
518.0
n. a.
208.4
15.5
7.3
– 35.5
195.7
n. a.
224.2
11.7
12.3
– 28.3
219.9
n. a.
608.6
15.5
7.3
– 35.5
595.9
n. a.
807.5
11.7
12.3
– 28.3
803.2
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 3 2
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 increase in the interest rates, the effects of Russia’s war of aggression against Ukraine and
general price inflation a risk assessment was performed if indicators for impairments exist. If this was the
case the carrying amounts of the respective associates and joint ventures concerned were subsequently
tested for impairment. In addition all carrying amounts of associates and joint ventures which have been
impaired in before were tested for reversals of impairment. All impairment tests used the business plan of
the respective joint venture or associate. Based on these business plans, the recoverable amount was
calculated by discounting future net cash flows. In all cases the fair value less cost to sell was higher than the
value in use. Level 3 inputs of fair value hierarchy were used in the calculations.
The shares in the joint venture WOT Hotels Adriatic Asset Company d. o. o. are held for sale. An impairment
loss of € 7.6 m recognised in 2020 was reversed. A further reversal of an impairment loss of € 0.3 m and the
recognition of an impairment loss of € 0.7 m related to joint ventures in Central Region. The shares in the
associated company Raiffeisen-Tours RT-Reisen GmbH intended for sale were written down by € 1.8 m. In all
other respects, the parameters used were identical with those used for the goodwill impairment test in
Hotels & Resorts (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
As at the end of the financial year under review, accumulated unrecognised losses of joint ventures amounted
to € 12.3 m (previous year € 7.3 m). In the period under review, unrecognised losses relating to WOT Hotels
Vietnam rose by € 4.2 m to € 11.1 m, while unrecognised losses relating to Abou Soma for Hotels S. A. E. grew
by € 0.8 m to € 1.1 m. Accumulated unrecognised losses by associates of € 2.7 m (previous year € 1.1 m) related
to Ahungalla Resorts Limited. Recognition of additional losses would have resulted in the carrying amounts
falling to below nil.
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 € 0.7 m (previous year € 6.5 m) existed in respect of associates as at 30 Septem-
ber 2023. Contingent liabilities in respect of joint ventures totalled € 1.7 m (previous year € 3.1 m).
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 3 3
(17) Trade and other receivables
(20) Deferred tax assets
Trade and other receivables
Individual items of deferred tax assets and liabilities recognised in the statement of financial position
30 Sep 2023
30 Sep 2022
30 Sep 2023
30 Sep 2022
€ million
Trade receivables
Security deposits
Advances and loans
Lease receivables
Other receivables and assets
Total
Remaining
term more
than 1 year
Total
Remaining
term more
than 1 year
–
–
15.9
0.8
58.0
74.7
411.6
372.3
33.9
4.1
343.2
1,165.1
–
–
43.4
5.2
83.0
131.6
399.2
312.5
66.7
9.6
355.4
1,143.4
As at 30 September 2023, TUI has recognised deferred sales commissions to travel agencies and other
distribution channels worth € 82.5 m (previous year € 63.3 m) in respect of costs of obtaining a contract until
the associated revenue was earned. In the financial year under review, sales commissions worth € 798.9 m
(previous year € 622.5 m) were recognised in profit and loss.
Security deposits include securities for credit card acquirers as well as securities for received touristic
advance payments.
Total
€ 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
13.6
96.8
14.1
71.3
184.4
16.4
4.5
79.7
62.1
45.6
269.4
– 365.1
310.6
225.3
38.5
72.9
21.2
3.0
66.4
–
– 365.1
159.0
153.4
21.9
0.2
78.6
50.4
95.5
194.4
– 386.5
222.0
230.4
55.5
61.4
43.3
5.3
40.5
–
– 386.5
121.2
Deferred tax assets include an amount of € 290.2 m (previous year € 138.0 m) expected to be realised after
more than twelve months. Deferred tax liabilities include an amount of € 102.0 m (previous year € 119.5 m)
expected to be realised after more than twelve months.
No deferred tax assets are recognised for deductible temporary differences of € 29.4 m (previous year
€ 22.7 m).
(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 and flight services.
No deferred tax liabilities are carried for temporary differences of € 91.3 m (previous year € 87.2 m) between
the net assets of subsidiaries and the respective taxable carrying amounts of subsidiaries since these
temporary differences are not expected to be reversed in the near future.
In the financial year under review the additions to impairments recognised through profit or loss for advance
payments made by tour operators for future hotel services totalled € 3.4 m (previous year: reversals of
impairments € 33.6 m).
(19) Other non-financial assets
The other non-financial assets of € 230.6 m (previous year € 305.1 m) resulted mainly from the overfunded
pension plans worth € 98.5 m (previous year € 163.4 m) and assets from other taxes worth € 77.5 m (previous
year € 70.3 m).
The net asset surplus of deferred tax assets and liabilities increased by € 50.8 m compared to the previous
year. Of this, € 26.3 m was recognised as deferred tax income in the income statement and € 24.9 m as an
increase in other comprehensive income. The change in other comprehensive income mainly relates to
actuarial gains and losses in pension assets and the measurement of cash flow hedges. The remaining
amount of € – 0.4 m results from currency effects.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 3 4
Recognised losses carried forward and time limits for non-recognised losses carried forward
€ million
30 Sep 2023
30 Sep 2022
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 two to five years
of which losses carried forward forfeitable within more than five years
(excluding non-forfeitable loss carryforwards)
of which non-forfeitable losses carried forward
Total unused losses carried forward
1,415.1
12,246.4
5.7
2.7
–
12,238.0
13,661.5
1,091.0
11,880.6
–
8.7
6.2
11,865.7
12,971.6
(21) Inventories
Inventories
€ million
Airline spares and operating equipment
Real estate for sale
Consumables used in hotels
Other inventories
Total
30 Sep 2023
30 Sep 2022
22.9
0.2
21.4
17.6
62.1
13.3
0.2
20.9
21.7
56.1
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 € 2,562.1 m (previous year € 2,444.6 m) were not recognised as the underlying losses carried forward
were not expected to be utilised in the planning horizon.
(22) Cash and cash equivalents
In financial year 2023, inventories of € 638.6 m (previous year € 584.2 m) were recognised as expense.
In financial year 2023, tax savings of € 9.3 m (previous year € 0.0 m) resulted from the use of tax losses
carried forward previously not assessed as recoverable for which, therefore, no deferred tax assets had been
carried as at 30 September 2022 for the potential tax savings resulting from these assets. Tax reductions
from loss carry-backs (previous year € 0.0 m) were not realised.
Development of deferred tax assets from losses carried forward
€ million
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
2023
194.4
– 12.3
97.1
– 8.6
– 1.2
269.4
2022
147.3
– 23.7
84.7
– 14.2
0.3
194.4
Cash and cash equivalents
€ million
Bank deposits
Money market funds
Cash in hand and cheques
Total
30 Sep 2023
30 Sep 2022
1,566.2
472.2
21.9
2,060.3
1,718.6
–
18.3
1,736.9
At 30 September 2023, cash and cash equivalents of € 772.2 m (previous year € 526.1 m) were subject to the
restrictions listed below:
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
€ 66.9 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 € 207.0 m (previous year € 321.3 m) are covered by expected future taxable income even for
companies that generated losses in the reporting period or the prior year. This is based on the future
business development planned by TUI’s management. The key points of this planning are presented in the
section ‘Key judgements, assumptions and estimates’. TUI uses a five-year planning horizon to derive the
recoverability of tax loss carryforwards and deductible differences.
Furthermore, an amount of € 116,3 m (previous year € 116.1 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. The remaining € 589,0 m (previous year € 343.9 m) subject to restrictions relate to cash and cash
equivalents to be deposited due to statutory or regulatory requirements mainly in order to secure potential
liability to travel regulators and payment service providers. Investments in money market funds meet the
requirements of IAS7 for accounting as cash equivalents.
Disposal group ‘Robinson Club Cabo Verde’
€ million
30 Sep 2023
(23) Assets held for sale
Assets held for sale
€ million
Disposal group Robinson Club Cabo Verde
Investments accounted for using the equity method
Other assets
Total
30 Sep 2023
30 Sep 2022
44.4
15.1
9.1
68.6
–
–
2.7
2.7
As at 30 September 2023, the shares in WOT Hotels Adriatic Asset Company d. o. o. with a carrying amount
of € 12.0 m were classified as held for sale. Prior to the reclassification to assets held for sale, the shares in
WOT Adriatic were measured at fair value. This measurement resulted in a reversal of an impairment loss of
€ 4.5 m recognised in the past. The income is recognised under the result from companies accounted for
using the equity method. The shares were sold on 20 October 2023. For further details, please refer to the
section ‘Acquisitions – divestments’.
Goodwill
Other intangible assets and property, plant and equipment
Inventories
Trade and other receivables
Other non-financial assets
Cash and cash equivalents
Total
2.3
41.0
0.3
0.5
0.1
0.2
44.4
During the period under review, the following reclassifications were made to assets held for sale:
As of December 31, 2022, two aircraft engines with a total value of € 31.0 m were classified as held for sale.
The sale of the aircraft engines took place in February 2023.
As of March 31, 2023, the shares in the non-consolidated investment Peakwork AG with a value of € 24.0 m
were classified as held for sale. The shares were sold in April 2023. The purchase price payment of € 24.0 m
was made in April 2023.
As at 30 September 2023, the shares in Raiffeisen-Tour RT-Reisen GmbH totalling € 3.1 m were classified as
held for sale. The purchase agreement was signed on 29 August 2023. Prior to the reclassification to assets
held for sale, the shares in RT Reisen were measured at fair value. The resulting impairment loss of € 1.8 m
is carried under the result from companies accounted for using the equity method. The sale was completed
on 19 October 2023. For further details, please refer to the section ‘Acquisitions – divestments’.
As of June 30, 2023, the Riu Punta Nizuc plot in Mexico with a total value of € 39.7 m was classified as held
for sale. The plot was sold on September 6, 2023. The purchase price amounted to MXN 817.0 m.
As at the end of the prior financial year, the building at Jet Set House (Crawley) of TUI Airways Limited was
classified as held for sale (€ 2.7 m). The disposal transaction was completed on 3 October 2022. The purchase
price payment of GBP 6.5 m was made on 3 October 2022.
The Riu Mangoos property in Jamaica was sold with effect from 2 October 2023. The purchase price totals
$ 9.6 m. As at 30 September 2023, the property was classified as held for sale with a carrying amount of
€ 8.9 m.
(24) Subscribed capital
On 31 March 2023, an agreement was signed with TUI Global Hospitality Fund S. C. S. for the divestment of
Club Hotel CV, S. A. (Robinson Club Cabo Verde), fully consolidated in the Hotels & Resorts segment.
Accordingly, the assets and liabilities of the disposal group were classified as held for sale. In addition, part
of the goodwill of the ‘Robinson’ cash-generating unit amounting to € 2.3 m was classified as held for sale.
The sale was completed on 31 October 2023. In this context, we refer to the sections ‘Liabilities related to
assets held for sale’ and ‘Acquisitions – divestments’.
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 is registered in the commercial registers of the district courts of Berlin-Charlottenburg and
Hanover.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 3 5
In the past financial year, after prior smoothing of the share capital through the retirement of three shares,
the existing share capital of TUI AG in the amount of € 1,785,205,850.00, divided into 1,785,205,850 no-par
value registered shares with a proportionate amount of the share capital of € 1.00 per no-par value share,
was reduced in accordance with the provisions on capital reduction pursuant to sections 222 et seq. AktG in
conjunction with Section 7 (6) WStBG for the purpose of transferring a part of the capital stock to the
company’s capital reserve by € 1,606,685,265.00 to € 178,520,585.00.
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 acquire bonds with conversion or option rights or obligations
or profit participation rights (with or without a fixed term) was limited to a nominal amount of € 2.0 bn and
expires on 24 March 2026. This authorisation was fully utilised with the issuance of a convertible bond totalling
€ 589.6 m in April and July 2021. As at the reporting date, no shares had been issued to serve the convertible
bond.
The reduction was effected by consolidation of shares. The capital reduction was carried out at a ratio of ten
to one, so that ten no-par value registered shares were merged to form one no-par value registered share.
The capital reduction was related to a recapitalisation of the Company within the meaning of Sec. 22 StFG.
The reduction amount of € 1,606,685,265.00 was allocated to the Company’s non-distributable capital
reserve in accordance with Sec. 7 (6) Sentence 5 WStBG.
Following the capital reduction, the Company’s capital stock in the amount of € 178,520,585.00, divided into
178,520,585 no-par value registered shares was increased by issuing 328,910,448 new no-par value registered
shares with a proportionate amount of the share capital of € 1.00 per no-par value share to € 507,431,033.00,
divided into 507,431,033 no-par value registered shares. This increase in capital stock totalling € 328.9 m was
carried out using the authorisations granted by the Annual Stockholders’ Meeting on 8 February 2022 to
issue new registered shares against cash contributions for a maximum total of € 162.3 m (Authorised Capital
2022 / I) and to issue new shares against cash or non-cash contributions in the amount of € 626.9 m (Authorised
Capital 2022 / II ) entirely from authorised capital.
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 for the issuance of
bonds. The authorisation to acquire bonds with conversion or option rights or obligations or profit participation
rights (with or without a fixed term) was limited to a nominal amount of € 2.0 bn and expired on 8 February 2021.
This authorisation was fully utilised with the issuance of a bond with warrants totalling € 150.0 m to the
Economic Stabilisation Fund (ESF) in October 2020. The outstanding bonds and warrants were repurchased
in full on 27 April 2023 without the ESF having previously exercised its option right.
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 no-par value registered shares with a proportionate share in the capital stock of € 1.0 per no-par
value share. The new shares will be issued at the minimum issuance amount of € 1.0. The silent participation
I was repaid in full on 27 April 2023 without ESF having previously exercised its conversion right.
The Annual General Meeting on 8 February 2022 resolved to create two further amounts of conditional
capital for the issuance of bonds worth € 162.3 m and € 81.1 m. The authorisation to acquire bonds with
conversion or option rights or obligations or profit participation rights (with or without a fixed term) was
limited to a nominal amount of € 2.0 bn and expires on 7 February 2027.
As of 30 September 2023, unused conversion rights of issued convertible bonds result in conditional capital
of € 109.9 m. In addition, TUI AG has unused conditional capital in the amount of € 243.4 m as of the balance
sheet date, resulting in total unused conditional capital in the amount of € 353.3 m.
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 authorised capital of € 30.0 m for the
issuance of employee shares. The Executive Board of TUI AG was authorised to use this 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.
The Annual General Meeting on 8 February 2022 resolved to authorise the Executive Board to issue new
registered shares against cash contributions for up to a maximum of € 162.3 m (Authorised Capital 2022 / I).
This authorisation will expire on 7 February 2027.
The Annual General Meeting on 8 February 2022 also resolved to create authorised capital for the issuance
of new shares against cash and non-cash contribution of € 626.9 m (Authorised Capital 2022 / II). The issuance
of new shares against non-cash contributions is limited to € 162.3 m. The authorisation for this capital will
expire on 7 February 2027.
In the past fiscal year, the capital stock was increased by € 328.9 m by making partial use of the latter two
authorisations for authorised capital. Authorised Capital 2022 / I was mainly used in the amount of € 140.4 m
to fully repay the federal stabilisation measures and Authorised Capital 2022 / II was used in the amount of
€ 188.5 m to reduce KfW credit lines.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 3 6
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 3 7
By resolution of the Annual General Meeting on 14 February 2023, the authorised capital of originally
€ 671.0 m (Authorised Capital 2022 / III) was deleted from the Articles of association without replacement, as
the intended purpose of this authorisation was achieved in June 2022 with the repayment of the Silent
participation II granted by the ESF.
At the balance sheet date, total authorisations for unused authorised capital amounted to around € 460.3 m
(prior year around € 1,320.2 m, of which € 508.7 m could no longer be used). The further use of unused
authorised capital is subject to the Executive Board’s binding declaration of commitment from February 2023,
which was announced at the Annual General Meeting, that it will be used primarily for the completion of the
stabilisation measures respectively primarily for the reduction of KfW credit lines.
(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 € 3,004.2 m from € 6,085.9 m to € 9,090.1 m. € 1,606.7 m
were transferred from subscribed capital to capital reserves in the context of the consolidation of shares in
the ratio of ten to one. In addition the premium of the capital increase which was carried out in April 2023
increased the capital reserves by € 1,498.0 m whereas the costs of the capital increase of € 66.0 m reduced
the capital reserve. With the resolution on 24th March 2023 to carry out a rights issue, the warrants presented
within capital reserves at their book value of € 34.5 m were to be recognised as a financial liability at the
present value of the repurchase amount. Accordingly the warrants were revalued, reclassified to current
liabilities and repurchased in April 2023. The difference between the book value and the present value
reduced the retained earnings, the reclassification to liabilities therefore reduced the capital reserves by only
the book value of € 34.5 m.
(26) Revenue reserves
In the completed financial year, TUI AG did not pay a dividend to its shareholders (previous year no dividend).
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.
The net gain from investments in equity instruments in the amount of € 23.7 m designated at fair value
through other comprehensive income includes € 23.2 m of the upward revaluation recognised directly in
equity of the non-consolidated investment Peakwork AG, which was sold during the financial year. For
detailed explanations we refer to section ‘Assets held for sale’.
The proportion of gains and losses from hedges used as effective hedges of future cash flows is carried
directly in equity under other comprehensive income at € + 169.3 m (previous year € + 110.7 m). The increase
in financial year 2023 is mainly attributable to changes in exchange rates and fuel prices.
The revaluation of pension obligations (in particular actuarial gains or losses) is also carried directly in Other
income in equity.
The valuation of the warrants and the silent participation I at the present value of their respective repurchase
amount lowered the retained earnings by € 222.8 m in total in March 2023.
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.
(27) Silent participations
In financial year 2021, two silent participations were issued to the ESF. They were both carried in equity in
accordance with IAS 32.
The silent participation II in the amount of € 671.0 m was fully repaid in May 2022. With the resolution on
24th March 2023 to carry out a rights issue, the silent participation I was revalued at the present value of the
repurchase amount, reclassified to current liabilities and repurchased in April 2023. The difference of the
book value of € 420.0 m and the present value reduced the retained earnings. The silent participations are
reduced by € 420.0 m.
The ongoing recording of existing equity-settled stock option plans resulted in a decrease in equity of
€ 0.0 m (previous year increase € 0.2 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.
(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 € 517.6 m (previous year loss of € 530.9 m). Taking account of loss carried forward of
€ 831.5 m (previous year profit carried forward € 300.6 m) TUI AG’s balance sheet loss totals € 1,349.1 m.
(29) Non-controlling interest
(30) Pension provisions and similar obligations
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.
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.
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.
RIUSA II Group, allocated to Hotels & Resorts, operates owned and leased hotels and hotels operated under
management contracts in tourism destinations of TUI Group.
The table below provides summarised financial information on RIUSA II S. A., Palma de Mallorca, Spain – the
subsidiary for which material non-controlling interests exist. It presents the consolidated financial statements
of the sub-group.
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
* Consolidated subgroup
30 Sep 2023 /
2023
30 Sep 2022 /
2022
201.0
2,077.4
185.5
109.3
1,182.9
294.2
16.5
375.8
– 163.6
– 276.0
820.3
147.1
206.0
2,016.0
199.3
108.6
916.2
128.4
112.9
275.4
– 169.6
– 31.9
785.5
64.2
All defined contribution plans are funded by the payment of contributions to external insurance companies
or funds. German employees enjoy benefits from a statutory defined contribution plan paying pensions as a
function of employees’ income and the contributions paid in. Several additional industry pension 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 € 84.8 m (previous year € 80.5 m).
Apart from these defined contribution pension plans, TUI Group operates defined benefit plans, which usually
entail the formation of provisions within the Company or investments in funds outside the Company.
Within this group, MER-Pensionskasse VVaG, a private pension fund in which German companies of the
tourism industry are organised, represents a multi-employer plan classified as a defined benefit plan. In
accordance with the statues of the plan, the plan participants and the employers pay salary-based contribu-
tions into the plan. There are no further obligations pursuant to the statutes of the plan; an additional
funding obligation of the participating companies is explicitly excluded. The paid-in contributions are 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 investment risk and the mortality risk
are jointly shared by all plan participants. Moreover, the pension fund does not provide any information to
participating companies that would allow the allocation of any over- or underfunding or TUI’s participation
in the plan. For this reason, accounting for the plan as defined benefit plan is not possible, and the plan is
therefore in accordance with the requirements of IAS 19 shown like a defined contribution plan. In the
reporting period, contributions to MER-Pensionskasse VVaG totalled € 5.6 m (previous year € 5.6 m). For the
next financial year, contributions are expected to remain at that level.
TUI Group’s major pension plans recognised as defined benefit plans exist in Germany and the UK. By far the
largest pension plans are operated by the Group’s tour operators in the UK. They accounted for 68.6 %
(previous year 68.2 %) of TUI Group’s total obligations at the balance sheet date. German plans account for
a further 25.0 % (previous year 25.6 %).
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 3 8
Material defined benefit plans in the United Kingdom
Scheme name
BAL Scheme
TUI UK Scheme
TAPS Scheme
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.
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 administrative
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 contribu-
tions 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.
Material defined benefit plans in Germany
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
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.
In the period under review, defined benefit pension obligations created total expenses of € 29.0 m for TUI
Group, principally comprising current service cost. In the previous year, the restructuring of the activities
of the Group’s German airline additionally resulted in a past service cost and a curtailment expense. The
administrative expenses shown relate to professional advisor costs for the pension plans settled from the
plan assets.
Pension costs for defined benefit obligations
€ million
Current service cost for employee service in the period
Curtailment losses / (gains)
Net interest on the net defined benefit liability
Past service cost
Administration cost
Total
2023
18.4
– 0.1
10.5
– 0.4
0.6
29.0
2022
23.1
13.6
6.6
19.8
2.2
65.3
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 3 9
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.
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 contributions
to the fund, the excess is recognised in conformity with the asset ceiling defined by IAS 19. As at 30 Sep-
tember 2023, other non-financial assets include excesses of € 98.5 m (previous year € 163.4 m).
Defined benefit obligation recognised on the balance sheet
Development of defined benefit obligations
€ 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
For funded pension plans, the provision carried only covers the shortfall in coverage between plan assets
and the present value of benefit obligations.
30 Sep 2023
Total
30 Sep 2022
Total
€ million
Present value
of obligation
Fair value of
plan assets
1,904.8
1,905.8
– 1.0
572.8
571.8
98.5
670.3
33.3
637.1
1,918.0
2,076.4
– 158.4
596.3
437.9
163.4
601.3
33.1
568.2
Balance as at 1 Oct 2022
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 / loss
for the year
due to assets that have not been capitalised due to the asset
ceiling under IA S 19
Exchange differences
Other changes
Balance as at 30 Sep 2023
2,514.3
18.4
– 0.4
– 0.1
114.1
–
– 135.3
–
1.5
– 68.4
– 84.5
– 77.6
93.7
– 2,076.4
–
–
–
– 103.6
0.6
100.0
– 98.4
– 1.5
309.8
–
–
–
–
304.5
–
33.5
–
2,477.6
5.3
– 36.3
–
– 1,905.8
Total
437.9
18.4
– 0.4
– 0.1
10.5
0.6
– 35.3
– 98.4
–
241.4
– 84.5
– 77.6
93.7
304.5
5.3
– 2.8
–
571.8
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 4 0
CONTENTS
FINANCIAL YEAR 2023
Development of defined benefit obligations
COMBINED MANAGEMENT
REPORT
€ million
At the balance sheet date, TUI Group’s fund assets break down as shown in the table below.
Present value
of obligation
Fair value of
plan assets
Total
Composition of fund assets at the balance sheet date
Balance as at 1 Oct 2021
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 / loss
for the year
Exchange differences
Other changes
Balance as at 30 Sep 2022
3,970.1
23.1
19.8
13.6
68.4
–
– 163.8
–
1.4
– 1,413.2
– 1,433.7
10.1
10.4
–
– 4.5
– 0.6
2,514.3
– 3,172.1
–
–
–
– 61.8
2.2
123.8
– 141.1
– 1.4
1,167.7
–
–
–
1,167.7
6.3
–
– 2,076.4
798.0
23.1
19.8
13.6
6.6
2.2
– 40.0
– 141.1
–
– 245.5
– 1,433.7
10.1
10.4
1,167.7
1.8
– 0.6
437.9
The net defined benefit obligation increased by € 133.9 m to € 571.8 m in the financial year under review. The
present value of the obligation decreased slightly by a total of € 36.7 m compared to the previous year, mainly
due to an increase in discount rates in the euro area and the United Kingdom. The fair value of the plan
assets decreased as well by € 170.6 m.
In order to limit the risk arising from the obligation, the trustees of the UK pension plans acquired insurance
policies in the fiscal year 2021 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.
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 41
€ million
Fair value of fund assets at end of period
of which liability driven investments
of which corporate bonds
of which property
of which government bonds
of which securitised debt
of which equity instruments
of which insurance policies
of which loans
of which insurance linked securities
of which cash
of which other
Total fund assets before recognition of asset ceiling
under IAS 19
Assets not recognised due to the asset ceiling under IA S 19
Total fund assets after recognition of the asset ceiling
under IAS 19
30 Sep 2023
Quoted market price
in an active market
30 Sep 2022
Quoted market price
in an active market
yes
973.9
484.7
185.0
195.2
43.1
42.2
13.7
–
–
–
–
10.0
no
yes
no
937.2
–
118.8
–
–
–
–
619.9
125.1
3.1
70.3
–
1,911.1
– 5.3
1,905.8
1,127.5
528.2
229.0
260.8
41.7
39.1
22.1
–
–
–
–
6.6
948.9
–
116.2
–
–
–
–
642.3
155.0
10.4
25.0
–
2,076.4
–
2,076.4
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 internationally
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
Actuarial assumptions
Percentage p. a.
Discount rate
Projected future salary increases
Projected future pension increases
Percentage p. a.
Discount rate
Projected future salary increases
Projected future pension increases
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 4 2
longer relevant for the measurement due to the plan amendment outlined above. In order to take account
of the currently high inflation, significantly higher pension trends have been applied for the next scheduled
pension adjustment for the German pension plans in deviation from the projected future pension increases
indicated below for Germany.
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
30 Sep 2023
30 Sep 2022
+ 50 Basis points
– 50 Basis points
+ 50 Basis points – 50 Basis points
– 145.4
+ 7.2
+ 43.3
+ 1 year
+ 79.7
+ 160.7
– 6.8
– 51.8
–
– 171.0
+ 12.2
+ 54.4
+ 1 year
+ 79.1
+ 193.4
– 11.1
– 45.7
–
30 Sep 2023
Germany
United
Kingdom
Other countries
4.1
2.0
2.5
5.5
–
3.3
Germany
United
Kingdom
3.4
1.5
1.0
€ million
Discount rate
Salary increase
Pension increase
30 Sep 2022
Other countries
Life expectancy
3.7
2.0
2.5
5.1
–
3.6
3.1
1.5
0.9
The weighted average duration of the defined benefit obligations totalled 13.5 years (previous year 15.8 years)
for the overall Group. In the UK, the weighted duration was 13.4 years (previous year 16.2 years), while it
stood at 14.1 years (previous year 15.4 years) in Germany.
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) 2022. 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.
Fund assets are determined on the basis of the fair values of the funds invested as at 30 September 2023.
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 € 106.2 m
(previous year € 104.4 m) to pension funds and pay pensions worth € 33.3 m (previous year € 33.1 m) for
unfunded plans. The expected employer contribution to the pension funds mainly includes the annual
payment agreed with the trustees in the UK to reduce the existing coverage shortfall. For funded plans, the
payments to the recipients are fully made from fund assets and therefore do not result in a cash outflow for
TUI Group.
TUI Group’s defined benefit plans entail various risks; some of which may have a substantial effect on the
Company. The purchase of insurance policies within the UK schemes serves to eliminate these risks in
respect of the liabilities due to pension scheme members covered by this insurance, and hence reduce the
overall level of risk in respect of all the categories detailed below.
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 TUI Group, the pension schemes entail a currency risk as most pension schemes are operated in the UK
and therefore denominated in sterling. The risk is limited as the currency effects on the obligation and the
assets partly offset each other. The currency risk only relates to any excess of pension obligations over plan
assets or vice versa.
(31) Other provisions
Development of provisions in the financial year 2023
Balance as at
30 Sep 2022
Changes with
no effect on
profit and
loss *
Usage
Reversal
Additions
Balance
as at
30 Sep 2023
827.7
71.3
88.3
42.5
41.9
34.9
28.1
161.3
1,296.0
22.9
1.1
0.1
– 2.3
– 0.4
–
– 4.9
– 5.2
11.3
208.0
4.8
27.6
3.4
7.8
0.4
0.7
52.6
305.3
6.6
2.4
9.1
1.2
2.7
0.7
7.4
46.9
77.0
142.6
3.2
6.4
7.1
4.0
1.1
11.7
80.8
256.9
778.6
68.4
58.1
42.7
35.0
34.9
26.8
137.4
1,181.9
€ million
Maintenance provisions
Provisions for litigation
Restructuring provisions
Provisions for other
personnel costs
Provisions for other taxes
Provisions for environmental
protection
Risks from onerous contracts
Miscellaneous provisions
Other provisions
* 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. Lower
maintenance expenses than expected led also to a reversal of € 6.6 m.
Provisions for litigation relate to existing lawsuits. For further details on lawsuits, please refer to Note 38.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 4 3
Restructuring provisions comprise payments for personnel measures as well as payments for the early
termination of leases. They primarily relate to restructuring projects as part of our Global Realignment
Programme for which detailed, formal restructuring plans were drawn up and communicated to the parties
concerned. The reversal of the provision in the amount of € 9.1 m is mainly due to the lower than expected
reduction in the fleet size of the Group’s German airline. At the balance sheet date, restructuring provisions
totalled € 58.1 m (previous year € 88.3 m), for a large part relating to benefits for planned personnel measures.
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 environmental protection primarily relate to statutory obligations to remediate sites contam-
inated with legacy waste from former mining and metallurgical activities.
Provisions for onerous contracts include € 16.7 m for the early exit from a leased administrative building as
the largest single item.
Miscellaneous provisions include various provisions that, taken individually, do not have a significant
influence on TUI Group’s economic position. This item includes provisions for dismantling obligations and
compensation claims from customers.
Changes in other provisions outside profit and loss primarily relate to changes in the group of consolidated
companies, foreign exchange differences and reclassifications within other provisions.
Where the difference between the present value and the settlement value of a provision is material for the
measurement of a non-current provision as at the balance sheet date, the provision is recognised at its
present value in accordance with 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 € 25.4 m (previous year
€ 10.1 m), recognised as an interest expense. An interest portion of € 23.6 million (previous year € 10.1 million)
is attributable to provisions for maintenance.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
24 4
Terms to maturity of other provisions
€ million
Maintenance provisions
Provisions for litigation
Restructuring provisions
Provisions for other personnel costs
Provisions for other taxes
Provisions for environmental protection
Risks from onerous contracts
Miscellaneous provisions
Other provisions
(32) Financial and lease liabilities
Financial and lease liabilities
Remaining term
up to 1
year
1– 5 years more than
5 years
13.5
–
69.9
15.1
529.2
–
438.9
20.4
–
–
210.0
€ million
Convertible bonds
Bonds
Liabilities to banks
Other financial
liabilities
Financial
liabilities
Lease liabilities
30 Sep 2023
30 Sep 2022
Remaining
term more
than 1 year
Total
Remaining
term more
than 1 year
657.8
37.4
25.3
34.1
26.1
32.8
14.9
20.2
848.6
778.6
68.4
58.1
42.7
35.0
34.9
26.8
137.4
1,181.9
561.1
38.6
28.6
34.9
21.9
32.9
15.1
21.9
755.0
Total
827.7
71.3
88.3
42.5
41.9
34.9
28.1
161.3
1,296.0
30 Sep 2023
30 Sep 2022
Total
542.7
–
718.8
Remaining term
up to 1
year
1– 5 years more than
5 years
Total
13.5
–
280.0
–
48.4
913.8
518.6
–
188.8
532.1
48.4
1,382.6
–
35.5
26.4
61.8
–
88.2
98.5
701.2
988.5
1,553.6
210.0
663.3
1,297.0
2,918.1
319.9
698.8
1,024.0
1,668.0
707.4
840.7
2,051.3
3,207.5
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
Non-current financial liabilities decreased by € 532.9 m versus 30 September 2022 to € 1,198.5 m. The
decrease is mainly due to the reduction in liabilities to banks.
Movements financial and lease liabilities
In April 2023, a capital increase with rights issue was successfully completed. Parts of the proceeds were
used to redeem, or repurchase, in full the outstanding warrant bond including warrants at the nominal
amount of € 58.7 m plus accrued interest at fair value. The bond component of this warrant bond was
recognised in financial liabilities, while the separately tradable warrants were recognised in equity.
The early termination rights by TUI as well as the conversion right and the put option held by the holders of
the convertible bond represent embedded derivatives which were not separated in accordance with IFRS 9
as they are classified as closely related to the host contract.
The largest financing instrument is a revolving credit facility (RCF) between TUI AG and an existing banking
syndicate, which has included KfW since 2020. Following the capital increase effected in April 2023, the KfW
line within the syndicated revolving credit facility was reduced from € 2.1 bn to € 1.05 bn so that the credit
facility decreased from € 3.74 bn to € 2.7 bn. In May 2023, the revolving credit facility from the banking
syndicate was extended to July 2026.
€ million
Balance as at
1 Oct 2022
Raisings /
redemptions of
the period
Foreign exchange
movements
Other non-cash
movement
Balance as at
30 Sep 2023
Convertible
bonds
Bonds
Short-term
liabilities to
banks
Long-term
liabilities to
banks
Other
financial
liabilities
Total
financial
liabilities
Lease
liabilities
532.1
48.4
280.0
1,102.6
88.2
2,051.3
3,207.5
–
–
–
10.6
10.3
542.7
–
– 58.7
– 243.5
– 433.8
– 9.4
– 745.4
– 595.0
– 0.9
34.3
69.9
– 7.5
–
– 12.4
– 43.3
– 8.4
– 0.5
– 146.2
451.8
648.9
35.5
1,297.0
2,918.1
210 Notes to the Consolidated
Income Statement
As at 30 September 2023, there were no drawdowns on the revolving credit facilities (30 September 2022
€ 562.0 m).
Current financial liabilities decreased by € 221.4 m to € 98.5 m as at 30 September 2023 as against € 319.9 m
as at 30 September 2022.
For more details on the terms and conditions of the credit lines provided by KfW, please refer to the section
‘Going concern reporting according to the UK Corporate Governance Code’.
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 4 5
Movements financial and lease liabilities
(33) Other financial liabilities
Convertible
bonds
Bonds
Short-term
liabilities to
banks
Long-term
liabilities to
banks
Other
financial
liabilities
Total
financial
liabilities
Lease
liabilities
Other financial liabilities include touristic advance payments received for tours cancelled because of COVID-19
restrictions of € 3.7 m (previous year € 16.7 m), for which immediate cash refund options exist and which have
to be repaid immediately if the customer chooses to receive a refund.
522.2
119.3
247.5
2,365.1
66.6
3,320.7
3,229.4
(34) Touristic advance payments received
– 91.3
– 95.0
– 1,270.6
– 16.0
– 1,472.9
– 572.6
Touristic advance payments received
€ million
–
–
20.4
48.4
–
5.0
–
24.8
–
0.1
–
29.9
122.5
– 16.7
37.5
173.6
–
328.8
221.9
280.0
1,102.6
88.2
2,051.3
3,207.5
Touristic advance payments received as at 1 Oct 2021
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
Other
Touristic advance payments received as at 30 Sep 2022
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
Other
Touristic advance payments received as at 30 Sep 2023
2,379.4
– 2,253.1
3,237.7
– 12.0
– 325.0
– 28.1
2,998.9
– 2,696.4
3,256.1
– 0.1
– 56.2
27.9
3,530.2
The payments made in the period include beside the raisings of financial debt, in particular the repayment
of bonds and financial debt as well as the repayment of lease liabilities.
Fair values and carrying amounts of the bonds at 30 Sep 2023
30 Sep 2023
30 Sep 2022
Issuer
Nominal
value
initial
Nominal
value out-
standing
Interest
rate
% p. a.
Stock
market
value
Carrying
amount
Carrying
amount
Stock
market
value
TUI AG
589.6
589.6
5.000
541.0
541.0
542.7
542.7
423.0
423.0
532.1
532.1
€ million
2021 / 2028
convertible bond
Total
€ million
Balance as at
1 Oct 2021
Raisings /
redemptions of
the period
Changes in scope
of consolidation
Foreign exchange
movements
Other non-cash
movement
Balance as at
30 Sep 2022
–
–
–
9.9
532.1
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 4 6
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 4 7
(35) Other non-financial liabilities
(37) Contingent liabilities
Other non-financial liabilities
30 Sep 2023
30 Sep 2022
Remaining term
Remaining term
€ 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
237.5
28.3
265.8
224.8
27.4
38.2
63.5
137.0
57.9
534.1
–
–
1.6
222.9
252.8
38.2
63.5
138.6
280.8
786.9
39.7
50.6
144.2
60.6
519.9
–
–
0.9
136.9
165.2
Total
252.2
39.7
50.6
145.1
197.5
685.1
As at 30 September 2023, contingent liabilities amounted to € 73.7 m (previous year € 93.5 m). They are
mainly attributable to the granting of guarantees for the benefit of hotel activities and the granting of
guarantees for contingent liabilities from aircraft leasing agreements. The contingent liabilities are reported
at an amount representing the best estimate of the expenditure required to meet the potential obligation at
the balance sheet date.
(38) Litigation
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 2023 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 claims for insurance benefits, to cover all
probable financial charges from court or arbitration proceedings.
(36) Liabilities related to assets held for sale
As at 30 September 2023, the following liabilities were related to assets held for sale:
(39) Other financial commitments
Other financial commitments
Disposal Robinson Club Cabo Verde
€ million
Trade payables
Touristic advance payments received
Other non-financial liabilities
Total
In this context, we refer to the note ‘Assets held for sale’.
In the previous year, there were no liabilities in relation to assets held for sale.
30 Sep 2023
1.1
0.1
0.4
1.6
€ million
Order commitments in respect
of capital expenditure
Other financial commitments
Total
30 Sep 2023
30 Sep 2022
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
1,070.9
107.8
1,178.7
1,101.6
84.4
1,186.0
–
–
–
2,172.5
192.2
2,364.7
400.7
71.9
472.6
1,730.6
28.5
1,759.1
160.1
28.8
188.9
2,291.4
129.2
2,420.6
As at 30 September 2023 order commitments in respect of capital expenditure decreased by € 118.9 m as
against 30 September 2022. The reduction in order commitments can be explained by aircraft orders
fulfilled in the year, delivery of Marella Voyager and due to the effects of foreign exchange for order commit-
ments denominated in non-functional currencies. The reduction is to a greater extent partially offset by new
aircraft orders undertaken during the year. The commitment for IT obligations reported within other financial
commitments increased due to the extension of existing contracts.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 4 8
(40) Share-based payments in accordance with IFRS 2
As at 30 September 2023, all existing awards 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 2023.
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.
1 .
P H A N T O M S H A R E S U N D E R 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 ) F O R T H E E X E C U T I V E B O A R D
O F T U I A G
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 3 )
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.
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. Due to the development of EPS as a result
of the COVID-19 pandemic, the Supervisory Board has made use of this clause and has accordingly defined
absolute target values for the current tranches, LTIP tranche 2020 – 2023, LTIP tranche 2021 – 2024, LTIP
tranche 2022 – 2025 and LTIP tranche 2023 – 2026.
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.
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 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 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 %). Each yearly EPS development value is calculated as the quotient of
the EPS of the current financial year and the EPS of the previous financial year. The initial EPS value used to
determine the target achievement is calculated at the beginning of the performance period from the first
EPS in the performance period and the last EPS before the performance period.
Target achievement for the average development of EPS per annum based on the annual amounts is deter-
mined as follows:
• An average absolute EPS of less than 50 % of the absolute EPS value determined at the beginning of the
performance period corresponds to target achievement of 0 %.
• An average absolute EPS of 50 % of the absolute EPS value determined at the beginning of the 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
performance period up to an average increase of 5 % corresponds to target achievement of 25 % to 100 %.
• An average increase of 5 % p. a. corresponds to target achievement of 100 %.
• An average increase of 5 % to 10 % p. a. corresponds to target achievement of 100 % to 175 %.
• An average increase of 10 % or more p. a. corresponds to target achievement of 175 %.
In the case of a capital increase from company funds, the number of preliminary phantom shares would in-
crease in the same ratio as the nominal value of the share capital. In the case of a capital decrease without
return of capital, the number of preliminary phantom shares would decrease in the same ratio as the nominal
value of the share capital. In the 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 neu-
tralize any negative or positive effects from such capital or structural measures. The same rule applies in the
case of a change in share price due to the payment of an unusually high superdividend. The Supervisory
Board has made use of this authorisation for the capital increases carried out in January and October 2021,
March 2023 and the share consolidation at a ratio of 10:1 in February 2023.
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).
P E R F O R M A N C E S H A R E P L A N ( P S P ) F O R E L I G I B L E G R O U P E X E C U T I V E S
The PSP governs the phantom share-based remuneration for eligible executives who are not members of the
Executive Board. The PSP is in principle harmonized with the LTIP EPS 20 – 23 of the Board members. The
performance period of the PSP is three years. The current PSP has been in effect in its current form since 2019.
For the tranches granted since 2020 the vesting of the phantom shares is dependent on the achievement
of absolute EPS values instead of relative EPS growth.
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 2023, all existing awards are recognised as cash-settled share-based payment schemes
and are allocated with an exercise price of € 0.00 (previous year € 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.
Since LTIP EPS20 – 23 and PSP follow common scheme principles, the following development of allocated
phantom shares under the programs are shown on an aggregated basis.
Overall, expenses from the addition of provisions for cash-settled share-based payments of € 3.8 m was
recognised through profit or loss in financial year 2023 (previous year income € 4.5 m).
Development of phantom shares allocated (LTIP EPS20 – 23, PSP)
LTIP EPS20– 23 & PSP
As at 30 September 2023, provisions relating to entitlements under these long-term incentive programmes
totalled € 10.9 m (previous year € 7.6 m).
Balance as at 30 Sep 2021
Phantom shares allocated
New virtual shares allocated from subscription rights
Phantom shares forfeited
Measurement results
Balance as at 30 Sep 2022
Phantom shares allocated
Balance after phantom shares allocated
Shares forfeited through 10:1 share consolidation
Balance after 10:1 share consolidation
New virtual shares allocated from subscription rights
Phantom shares forfeited
Measurement results
Balance as at 30 Sep 2023
Number
of shares
Present value
€ million
(41) Financial instruments
6,375,600
2,986,295
2,349,794
– 1,358,549
–
10,353,140
9,256,236
19,609,376
– 17,648,438
1,960,938
683,871
– 257,204
–
2,387,605
23.1
10.8
–
– 3.1
– 15.2
15.6
14.0
29.6
– 26.6
3.0
–
– 0.4
10.4
13.0
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, 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 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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 4 9
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 5 0
Within TUI Group, financial risks primarily arise from cash flows in foreign currencies, fuel requirements (jet
fuel and bunker oil) and financing via the money and capital markets. In order to limit the risks from changes
in exchange rates, market prices and interest rates for underlying transactions, TUI Group uses over-the-
counter derivative financial instruments. These are primarily fixed-price transactions. In addition, TUI can
also use 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 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, 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 TUI Group’s risk reduction activities outlined below and the amounts determined using
sensitivity analyses represent hypothetical and thus uncertain risks. Due to unforeseeable developments in
the global financial markets, actual results may deviate substantially from the disclosures provided. The risk
analysis methods used must not be considered a projection of future events or losses, since TUI is also exposed
to risks of a non-financial or non-quantifiable nature. These risks primarily include sovereign, business and
legal risks not covered by the following presentation of risks.
C U R R E N C Y R I S K
The business operations of TUI’s group companies generate payments or receipts denominated in foreign
currencies, which are not always matched by payments or receipts with equivalent terms in the same currency.
Using potential netting effects (netting of payments made and received in the same currency with identical
or similar terms), TUI Group enters into appropriate hedges with external counterparties in order to protect
its profit margin from exchange rate-related fluctuations.
Within TUI Group, risks from exchange rate fluctuations are hedged, with the largest hedging volumes relating
to US dollars, euros and pound sterling. The Eurozone limits the currency risk from transactions in the key
tourist destinations to group companies whose functional currency is not the euro. The tourism business
operations are mainly affected by changes in the value of the US dollar and the euro, the latter predominantly
affecting the TUI tour operators in the UK and the Nordic countries. In tourism operations, payments in US
dollars primarily relate to the procurement of services in non-European destinations, purchases of jet and
ship fuel and aircraft and cruise ship purchases or charter.
The tourism companies use financial derivatives to hedge their planned foreign exchange requirements.
They aim to take out cover ahead of the markets’ customer booking profiles in the planned currency require-
ments in the run-up to the tourism season. In this regard, account is taken of the different risk profiles of
TUI’s group companies. The hedged currency volumes are adjusted in line with changes in planned require-
ments based on reporting by business units. Target hedge ratios are regularly reviewed with the aim of
matching hedge ratios with the respective target hedging ratios for future seasons.
Currency risks as defined by 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 2023
30 Sep 2022
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
+ 3.2
– 2.3
+ 159.5
+ 65.4
+ 115.9
+ 57.9
– 0.1
+ 0.1
– 6.7
+ 6.5
– 161.1
– 62.1
– 125.5
– 43.3
+ 0.1
– 0.1
+ 1.4
– 53.7
+ 67.5
+ 49.8
+ 58.9
+ 406.7
+ 0.1
+ 0.1
– 1.5
+ 66.0
– 66.3
– 47.1
– 58.3
– 481.4
– 0.1
– 0.1
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 51
I N T E R E S T R AT E R I S K
TUI Group is exposed to interest rate risks from floating-rate primary and derivative financial instruments.
Where interest-driven cash flows of floating-rate primary financial instruments are converted into fixed cash
flows using derivative hedges and the critical terms of the hedging transaction are the same as those of the
hedged items they are not exposed to an interest rate risk. No interest rate risk exists for fixed-interest financial
instruments carried at amortised cost.
Changes in market interest rates mainly impact floating-rate non-derivative financial instruments and derivative
financial instruments entered into in order to reduce interest-induced cash flow fluctuations.
The table below presents the equity and earnings after income taxes effects of an assumed increase or
decrease in the market interest rate of 100 basis points (previous year + / – 100 basis points) as at the balance
sheet date. Maintaining the sensitivity of market prices at 100 basis points is based on the assumption that
an elevated level of volatility in interest rates is likely to continue as some central banks are expected to
continue with their rate hike cycle whilst others are likely to pause, or even start to cut rates, in the coming
months.
Sensitivity analysis – interest rate risk
€ million
30 Sep 2023
30 Sep 2022
Variable: Interest rate level for
floating interest-bearing debt
+ 100 basis
points
– 100 basis
points
+ 100 basis
points
– 100 basis
points
Earnings after income taxes
+ 1.7
– 1.3
– 0.3
+ 0.4
As of September 30, 2023, there are non-derivative liabilities with total carrying amounts of € 310.0 m
(previous year: € 492.7 m) relating to the leasing and financing of aircraft. Of this amount, € 205.6 m is attribut-
able to USD-LIBOR financings, for which a conversion to the alternative reference interest rate USD SOFR
has been negotiated but not yet contracted.
Overall, no material impact is expected from the conversion of financing from USD-LIBOR to alternative
benchmark interest rates.
F U E L P R I C E R I S K
Due to the nature of its business operations, TUI Group is exposed to market price risks from the purchase
of fuel for the aircraft fleet and the cruise ships.
The tourism companies use financial derivatives to hedge their exposure to market price risks for the planned
consumption of fuel. They aim to take out cover ahead of the markets’ customer booking profiles in the
planned commodity requirements in the run-up to the tourism season. The different risk profiles of the
group companies operating in different source markets are taken into account, including the possibility of
levying fuel surcharges. The hedging volumes are adjusted for changes in planned consumption as identified
by the group companies. Target hedge ratios are regularly reviewed with the aim of matching hedge ratios
with the respective target hedging ratios for future seasons.
If the commodity prices, which underlie the fuel price hedges, increase or decrease by 15 % (previous year
+ 15 % / – 15 %), on the balance sheet date, the impact on equity and on earnings after income taxes would be
as shown in the table below. The sensitivity of market prices of + / – 15 % is based on the assumption that an
above-average price volatility in fuel prices could be expected to continue over the coming months in the
context of the current geo-political environment.
I M PA C T O F T H E R E F O R M O F G L O B A L B E N C H M A R K I N T E R E S T R AT E S
The global reform of benchmark interest rates (IBORs) creates uncertainties for TUI in that variable bench-
mark interest rates available today, on which individual transactions concluded in foreign currencies are
based, will no longer be available in the future or will be determined differently. At TUI, these uncertainties
only affect non-derivative risk positions. As in the previous year, there are no derivative risk positions.
With regard to EURIBOR, there is no impact from the change to the accounting for non-derivative assets and
liabilities. In 2019, the European Money Market Institute adapted EURIBOR’s method of determination to
ensure EURIBOR’s compliance with the EU Benchmark Regulation.
Quotes for USD-LIBOR were last published on 30 June 2023. Until September 30, 2024, a so-called synthetic
LIBOR will be provided for one-month, three-month and six-month maturity rates. According to the UK’s
Financial Conduct Authority (FCA), these synthetic rates may be used to settle certain legacy contracts.
Sensitivity analysis – fuel price risk
€ million
30 Sep 2023
30 Sep 2022
Variable: Fuel prices for aircraft and ships
Revaluation reserve
Earnings after income taxes
+ 15 %
+ 92.2
+ 0.3
– 15 %
– 94.9
+ 2.0
+ 15 %
+ 13.5
+ 15.0
– 15 %
– 26.0
– 3.0
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 5 2
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, 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 in particular to the total of the recognised carrying amounts of
the financial assets (including derivative financial instruments with positive market values). Furthermore,
there are no material financial guarantees for the discharge of liabilities. Where legally enforceable, financial
assets and liabilities are netted. Credit risks are reviewed closely on conclusion of the contract and continually
monitored thereafter in order to swiftly respond to potential impairment in a counterparty’s solvency.
Responsibility for handling the credit risk is generally held by the Group company holding the receivable.
Since TUI Group operates in many different business areas and regions, significant credit risk concentrations
of receivables from and loans to specific debtors or groups of debtors are not to be expected. A significant
concentration of credit risks related to specific countries is not to be expected either. As in the previous year,
at the balance sheet date, there is no material collateral held, or other credit enhancements that reduce the
maximum credit risk. Collateral held relates exclusively to financial assets of the category trade receivables
and other receivables. The collateral mainly comprises collateral for financial receivables granted and maturing
in more than one year and / or with a volume of more than € 1.0 m. Real property rights, directly enforceable
guarantees, bank guarantees and comfort letters are used as collateral.
Credit management also covers TUI Group’s derivative financial instruments. The maximum credit risk for
derivative financial instruments entered into is limited to the total of all positive market values of these
instruments since in the event of counterparty default asset losses would only be incurred up to that
amount. Since derivative financial instruments are concluded with different debtors, credit risk exposure is
reduced. The specific credit risks of individual counterparties are taken into account in determining the fair
values of derivative financial instruments. In addition, the counterparty risk is continually monitored and
controlled using internal bank limits.
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 Compre-
hensive Income). In TUI Group, the items affected are financial instruments recognised at amortised cost in
the following categories: trade receivables and other receivables with the sub-classes trade receivables,
advances and loans, other receivables and assets as well as lease receivables. Additional classes are other
financial assets and cash and cash equivalents. In determining expected losses, 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 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. To determine the historical default rate, the weighted average of the last three years is calculated for
the receivables in default in the respective year in relation to the receivables portfolio at the end of the
respective financial year. This is multiplied by the probability that a receivable will age into the final maturity
band. The loss rates determined are adjusted by credit default swap (CDS) rates in order to take account of
forward-looking information. The adjusted loss rates are based on average rates for the past few years. The
economic environment of the relevant geographical regions is taken into account through a weighting of CDS
rates. All model parameters mentioned above are regularly reviewed and updated.
Under the simplified approach to impairment, trade receivable and lease receivables are transferred to Stage 3
when there is any objective evidence of impairment. In principle TUI Group classifies whether a trade receivable
is to be transferred to Stage 3 on an individual basis, depending on the region, after 180 days at the earliest.
In the event of insolvencies or other objective indications of impairment before this date, a transfer to stage
3 is made earlier. If a receivable is more than 180 days overdue, it is assumed to be impaired and, in the event
of uncollectibility, generally written down in full. Objective evidence of impairment of lease 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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 5 3
For cash and cash equivalents, the low credit risk exemption of IFRS 9 is applied, according to which financial
instruments with a low default risk at the time of acquisition can be classified in stage 1 of the impairment
model. Cash and cash equivalents include, for instance, cash in hand or bank balances that are exclusively
due to counterparties with a high credit rating. In accordance with stage 1 of the impairment hierarchy, a risk
provision corresponding to the 12-month credit loss is recorded in cash and cash equivalents upon initial
recognition. At each balance sheet date, a verification is made as to whether the counterparties continue to
have a rating of investment grade quality. As the corresponding financial assets have a maximum term of
3 months, the impairment requirement is very low. A transfer from Stage 1 to Stage 2 or 3 has no practical
relevance, as the business relationship would be terminated immediately in the case of a corresponding event.
For material advances and loans and other receivables and assets, the expected credit losses are determined
by multiplying the probability of default with the loss given default and the exposure of default. TUI Group
determines the probabilities of default on the basis of an internal rating model. As part of TUI Group’s busi-
ness model, the ratings of debtors for material receivables are evaluated on the basis of this internal rating.
Category 1 of the rating model contains the debtors with the highest credit rating, whereas the debtors with
the lowest credit rating are classified in the category 7. If the credit risk has not significantly deteriorated
since initial recognition, 12-month credit losses are determined (stage 1). In the event of a significant increase
in the credit risk, the lifetime-expected credit loss is determined (stage 2). A significant increase in the
default risk is assumed on the basis of the internal rating and other relevant information such as changes in
the economic, regulatory or technological environment.
If there is any objective evidence of impairment, a transfer is made to Stage 3.
The gross carrying amount of a financial asset of all classes of financial instruments recognised at amortised
cost is written off when there is no longer the expectation of full or partial recovery a financial asset following
an appropriate assessment. For individual customers the gross carrying amount is usually written off by the
Group companies based on past experience of recoveries of such assets in the country specific business
environment if the financial asset is no longer expected to be collected due to days overdue. For corporate
customers, TUI Group’s businesses conduct an individual assessment about the timing and the amount of
write off based on whether there is a reasonable expectation of recovery. TUI Group does not expect significant
recovery of amounts written off. However, written-off financial assets may still be subject to enforcement
actions to collect overdue receivables.
For advances and loans, other receivables and assets as well as other financial assets, the expected credit
losses are determined on a portfolio basis. In significant individual cases, this portfolio approach is deviated
from, as the relevant information for determining the expected loss is available at the stage of the individual
instrument. TUI Group ensures that solely financial assets with similar credit risk characteristics are combined,
e. g. type of product and geographical region. TUI Group initially carries the credit loss based on a loss rate
expected for the next twelve months. This loss rate is adjusted at regular intervals depending on the macro-
economic market environment. If the credit risk increases significantly, the lifetime expected credit loss is
determined (Stage 2). The assessment of a significant increase in the credit risk, because of the past due
status of the instruments, is determined in TUI Group on an individual basis by region, change in default
risk-related market data or change in contractual conditions, among other factors. Depending on the portfolio,
a reclassification to stage 2 is regularly made if the overdue amount is more than 30 days past due. If there
is objective evidence of impairment, the instrument is transferred to Stage 3.
In principle, the general approach assumes that the default risk of financial assets has increased significantly
since initial recognition if contractual payments are more than 30 days overdue. However, this can be refuted
by TUI Group’s available appropriate and comprehensible information. The assessment of the objective
evidence of impairment for all instruments falling within the scope of the ECL 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.
The impairment ratio for financial assets in the general approach that are not included in the ‘default risk’
table below is based on observable past default rates, but is set at a minimum of 1 %. The 1 % results from
this year’s calculation of the simplified approach. The decline is due in particular to the greatly reduced
impact of the coronavirus pandemic.
TUI Group recognises an impairment gain or loss on all financial assets with a corresponding adjustment of
the carrying amount through a provision for impairment.
In order to improve the presentation, from the 2023 financial year onwards only the expected credit losses
will be shown in the ‘Ageing structure’ tables in the ‘impairment for expected credit losses’ column and only
the change in the impairment for expected credit losses will be shown in the ‘changes in risk provisions’ tables.
The information relating to the previous year remains unchanged.
In the ‘Ageing structure’ tables the specific bad debt allowance determined at subsidiary level is shown sepa-
rately in the ‘specific bad debt allowance’ column. The previous year’s ‘impairment’ column includes both the
impairment for expected credit losses and the specific bad debt allowance determined at subsidiary level.
In the tables on ‘changes in risk provisioning’ the specific bad debt allowance determined at subsidiary level
which is included in the risk provisioning as at 1 October 2022 is removed in line ‘Removing specific bad debt
allowance from presentation’.
Ageing structure of impairment of financial instruments classified as trade receivables
The impairment ratios stated from the current year onwards relate exclusively to expected credit losses and
no longer include the specific bad debt allowances determined at subsidiary level.
€ million
As at 30 September 2023, trade receivables were impaired in the amount of € 49.7 m (previous year € 59.5 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
Specific
bad debt
allowance
Impairment
for expected
credit losses
Net value
294.4
95.5
31.1
10.2
30.1
461.3
–
26.2
4.4
3.5
13.5
47.6
–
1.0
0.3
0.2
0.6
2.1
294.4
68.3
26.4
6.5
16.0
411.6
30 Sep 2023
Impairment
ratio
–
1 %
1 %
2 %
2 %
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
271.9
95.9
35.4
17.5
38.0
458.7
6.8
11.6
12.3
8.5
20.3
59.5
265.1
84.3
23.1
9.0
17.7
399.2
Impairments of lease receivables have developed as follows:
Ageing structure of impairment of financial instruments classified as lease receivables
Gross value
(after specific
bad debt
allowance)
Specific bad
debt allowance
Impairment
for expected
credit losses
Net value
4.1
–
–
–
–
4.1
–
–
–
–
–
–
–
–
–
–
–
–
4.1
–
–
–
–
4.1
€ million
Lease receivables
Not overdue
Overdue less than
30 days
Overdue 30 – 90 days
Overdue 91 – 180 days
Overdue more than
180 days
Total
30 Sep 2022
Impairment
ratio
5 – 25 %
10 – 30 %
15 – 35 %
20 – 45 %
50 – 75 %
30 Sep 2023
Impairment
ratio
–
1 %
1 %
2 %
2 %
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 5 4
Ageing structure of impairment of financial instruments classified as lease receivables
Ageing structure of impairment of financial instruments classified as other receivables and assets
€ 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
30 Sep 2022
Impairment
ratio
€ million
Gross value
Impairment
Net value
30 Sep 2022 adjusted
Impairment
ratio
9.8
–
–
–
–
9.8
0.2
–
–
–
–
0.2
9.6
–
–
–
–
9.6
5 – 25 %
10 – 30 %
15 – 35 %
20 – 45 %
50 – 75 %
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
142.7*
–
3.4
0.2
1.1
147.4*
0.1*
–
3.4
–
0.3
3.8*
142.6*
–
–
0.2
0.8
143.6*
5 – 25 %
10 – 30 %
15 – 35 %
20 – 45 %
50 – 75 %
The following tables show the development of impairment losses on financial instruments in the category
Other receivables and assets and in the category advances and loans, in each case less the amounts shown
for the corresponding category in the table of the default risk below.
* The previous year was adjusted because some of the financial instruments are now shown in the table ‘Default risk on financial instru-
ments classified as advances and loans, as other receivables or as other financial assets’.
Impairments of advances and loans developed as follows:
Ageing structure of impairment of financial instruments classified as other receivables and assets
Ageing structure of impairment of financial instruments classified as advances and loans
€ 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
Specific bad
debt allowance
Impairment
for expected
credit losses
Net value
211.3
21.0
0.7
–
0.1
13.3
225.4
–
–
–
5.2
26.2
2.1
–
–
–
0.1
2.2
188.2
0.7
–
0.1
8.0
197.0
30 Sep 2023
Impairment
ratio
1 %
1 %
1 %
1 %
1 %
€ 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
Gross value
Specific bad
debt allowance
Impairment
for expected
credit losses
30 Sep 2023
Net value
7.1
–
–
–
1.2
8.3
0.1
–
–
–
1.2
1.3
0.1
–
–
–
–
0.1
6.9
–
–
–
–
6.9
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 5 5
CONTENTS
FINANCIAL YEAR 2023
Ageing structure of impairment of financial instruments classified as advances and loans
COMBINED MANAGEMENT
REPORT
€ 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
Gross value
30 Sep 2022 adjusted
Net value
Impairment
8.5*
–
0.1
–
0.2*
8.8*
0.7*
–
0.1
–
0.2*
1.0*
7.8*
–
–
–
–
7.8*
* The previous year was adjusted because some of the financial instruments are now shown in the table ‘Default risk on financial instruments
classified as advances and loans, as other receivables or as other financial assets’.
The material single items in the following table, ‘Default risk on financial instruments classified as advances
and loans, as other receivables or as other financial assets’ are disclosed based on an internal rating. In the
past financial year, there was one stage transfer in the individual items listed there from stage 2 to stage 3
in the amount of € 12.9 m (previous year: one transfers from stage 2 to stage 3 in the amount of € 6.2 m).
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 5 6
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 5 7
Default risk on financial instruments classified as advances and loans, as other receivables or as other financial assets
€ million
Financial instruments with related parties
Advances and loans
Advances and loans
Advances and loans
Advances and loans
Other receivables
Financial instruments with hotels
Advances and loans
Advances and loans
Advances and loans
Other receivables
Other receivables
Financial instruments with other companies
Advances and loans
Other financial assets
Other financial assets
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Other receivables
Impairment
stage
Rating
Gross value
Specific bad
debt allowance
Impairment
for expected
credit losses
30 Sep 2023
30 Sep 2022 adjusted
Net value
Gross value
Impairment
Net value
1
3
3
3
3
1
2
3
1
3
3
1
1
1
1
1
1
1
3
internal: grade 2
internal: grade 5
internal: grade 6
internal: grade 7
internal: grade 7
internal: grade 5
internal: grade 5
internal: grade 5
internal: grade 2
internal: grade 3
internal: grade 5
internal: grade 1
external
internal: grade 1
internal: grade 2
internal: grade 4
internal: grade 5
external
internal: grade 4
–
9.5
4.5
11.4
0.9
9.6
17.0
12.9
–
–
5.0
–
45.1
66.1
44.1
7.4
24.2
378.2
1.8
–
– 6.4
– 4.5
– 11.4
– 0.9
9.6
17.0
– 12.9
–
–
– 5.0
–
–
–
–
–
–
–
– 0.9
–
– 0.3
–
–
–
– 1.3
– 1.1
–
–
–
–
–
– 0.1
– 0.1
– 0.1
– 0.2
– 1.5
– 0.5
–
–
2.8
–
–
–
8.3
15.9
–
–
–
–
–
45.0
66.0
44.0
7.2
22.7
377.7
0.9
21.9
20.8*
–
–
–
10.4
30.0
–
3.0*
41.0
5.4*
34.6
45.1
106.6*
30.2*
6.3*
–
350.5*
2.9*
– 0.6
– 18.6*
–
–
–
– 1.8
– 3.3
–
–
– 13.8
– 5.4*
– 0.2
– 0.1
– 0.2*
– 0.1*
– 0.3*
–
– 0.6*
– 1.0*
21.3
2.2*
–
–
–
8.6
26.7
–
3.0*
27.2
–
34.4
45.0
106.4*
30.1*
6.0*
–
349.9*
1.9*
* The table takes into account all default risk rating grades used as at 30 September 2023. The previous year’s figures have been
adjusted accordingly.
Insofar as the default risk can only be determined on the basis of past due information, the information is
contained in the tables ‘ageing structure of impairment of financial instruments classified as other receivables
and assets’ and ‘ageing structure of impairment of financial instruments classified as advances and loans’.
In the financial year 2023, there were no significant cash inflows from impaired interest-bearing trade receiv-
ables and other receivables (previous year of € 4.8 m cash inflows).
Other financial assets carried at amortised cost at an amount of € 48.6 m (previous year € 85.8 m) relate to
short-term deposits with banks. The full amount of these investments with a gross amount of € 48.7 m (previous
year € 86.2 m) is not overdue. Impairments of € 0.1 m (previous year € 0.5 m) were carried in the framework
of risk provisioning.
The tables below show a reconciliation of the loan loss provisions for financial assets, measured at amortised
cost, for which loan loss provisions are determined using the general approach or the simplified approach.
As at 30 September 2023, risk provisioning totals € 4.6 m (previous year € 19.8 m) for the other receivables
and assets class and € 0.1 m (previous year € 0.5 m) for the other financial assets class as well as € 2.8 m
(previous year € 30.6 m) for the advances and loans class.
Change in risk provisions for financial assets measured at amortised cost in the classes advances
and loans, other receivables and assets and other financial assets
€ million
Risk provisioning as at 1 Oct 2021
Addition of impairment on newly issued / acquired
financial assets
Transfer to stage 3 lifetime ECL (impaired)
Unrequired impairments on financial assets
derecognised during the period and use of impairments
Risk provisioning as at 30 Sep 2022
Risk provisioning as at 1 Oct 2022
Addition of impairment on newly issued / acquired
financial assets
Transfer to stage 3 lifetime ECL (impaired)
Unrequired impairments on financial assets
derecognised during the period and use of impairments
Removing specific bad debt allowance from
presentation
Change of models, risk parameters
Risk provisioning as at 30 Sep 2023
Stage 1
12-month-ECL
Stage 2
lifetime-ECL
(not impaired)
Stage 3
lifetime-ECL
(impaired)
27.6
2.3
– 7.4
– 15.9
6.6
6.6
2.3
–
– 1.4
–
– 1.4
6.1
14.3
1.8
– 12.8
–
3.3
3.3
–
– 1.5
– 0.8
–
–
1.0
–
20.8
20.2
–
41.0
41.0
–
1.5
– 3.1
– 39.0
–
0.4
Total
41.9
24.9
–
– 15.9
50.9
50.9
2.3
–
– 5.3
– 39.0
– 1.4
7.5
As at 30 September, 2023, one instrument in class other receivables and assets and ten instruments in class
advances and loans were reported in stage 3 (previous year: three and eight instruments respectively in
stage 3). There were no currency differences (previous year: no currency differences).
The changes in the scope of consolidation had no material impact on risk provisioning (previous year: no
changes). A transfer was made in the advances and loans class in the amount of € 1.5 m from stage 2 to
stage 3 (previous year transfer from stage 1 to stage 3: € 6.6 m and transfer from stage 2 to stage 3:
€ 12.8 m). No transfer was made in the other receivables and assets class (previous year transfer from stage
1 to stage 3: € 0.8 m).
In the current financial year in class advances and loans no material impairments have been used (previous
year € 9.5 m). The models were adjusted with regard to the risk parameters used in terms of the loss rate in
line with the macroeconomic market environment. This resulted in a lower risk provision of € 1.9 m (previous
year: € 6.2 m).
Change in risk provisions for financial assets measured at amortised cost classified
as trade receivables
€ million
Lifetime ECL
simplified approach
Risk provisioning as at 1 Oct 2021
Exchange differences
Addition of impairment on newly issued / acquired financial assets
Other changes
Unrequired impairments on financial assets derecognised during the period and use of impairments
Risk provisioning as at 30 Sep 2022
Risk provisioning as at 1 Oct 2022
Exchange differences
Unrequired impairments on financial assets derecognised during the period
Use of impairments
Removing specific bad debt allowance from presentation
Change of models, risk parameters
Risk provisioning as at 30 Sep 2023
71.6
0.7
23.6
1.3
– 37.7
59.5
59.5
– 0.3
– 9.4
– 4.8
– 41.9
– 1.0
2.1
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 5 8
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 amor-
tised cost:
€ million
Lifetime ECL
simplified approach
Change in gross carrying amounts classified as advances and loans
Risk provisioning as at 1 Oct 2021
Exchange differences
Unrequired impairments on financial assets derecognised during the period and use of impairments
Risk provisioning as at 30 Sep 2022
Risk provisioning as at 1 Oct 2022
Unrequired impairments on financial assets derecognised during the period and use of impairments
Risk provisioning as at 30 Sep 2023
0.3
– 0.3
0.2
0.2
0.2
– 0.2
–
€ million
Gross carrying amounts as at 1 Oct 2021
Addition of assets
Reduction of assets
Transfer to impaired financial assets (Stage 3)
Gross carrying amounts as at 30 Sep 2022
Gross carrying amounts as at 1 Oct 2022
Addition of assets
Reduction of assets
Transfer to impaired financial assets (Stage 3)
Gross carrying amounts as at 30 Sep 2023
Stage 1
12-month-ECL
Stage 2 life-
time-ECL
(not impaired)
Stage 3 life-
time-ECL
(impaired)
188.9
13.2
– 153.1
– 9.1
39.9
39.9
1.5
– 25.5
–
15.9
45.0
1.0
–
– 16.0
30.0
30.0
17.7
– 17.2
– 12.9
17.6
–
2.3
–
25.1
27.4
27.4
5.7
– 1.4
12.9
44.6
Total
233.9
16.5
– 153.1
–
97.3
97.3
24.9
– 44.1
–
78.1
As of 30 September 2023, instruments of the class advances and loans amounting to € 44.6 m are reported
in stage 3.
There were no significant changes or modifications. There was a transfer of € 12.9 m from stage 2 to stage 3
(previous year: transfers between stage 1 and 3: € 9.1 m and transfers between stage 2 and 3: € 16.0 m).
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 5 9
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 6 0
Change in gross carrying amounts classified as other receivables and assets and other financial assets
Change in gross carrying amounts of assets classified as trade receivables
€ million
Gross carrying amounts as at 1 Oct 2021
Addition of assets
Reduction of assets
Transfer to impaired financial assets (Stage 3)
Gross carrying amounts as at 30 Sep 2022
Gross carrying amounts as at 1 Oct 2022
Addition of assets
Reduction of assets
Gross carrying amounts as at 30 Sep 2023
Stage 1
12-month ECL
Stage 2
lifetime ECL
(not impaired)
Stage 3
lifetime-ECL
(impaired)
329.6
685.4
– 285.3
– 7.7
722.0
722.0
679.8
– 673.7
728.1
–
–
–
–
–
–
0.5
–
0.5
–
44.4
–
7.7
52.1
52.1
57.5
– 41.4
68.2
Total
329.6
729.8
– 285.3
–
774.1
774.1
737.8
– 715.1
796.8
€ million
Gross carrying amounts as at 1 Oct 2021
Addition of assets
Reduction of assets
Gross carrying amounts as at 30 Sep 2022
Gross carrying amounts as at 1 Oct 2022
Addition of assets
Reduction of assets
Gross carrying amounts as at 30 Sep 2023
As at 30 September 2023, instruments in the classes of other receivables and assets and other financial
assets amounting to € 68.2 m were reported in stage 3.
Change in gross carrying amounts of assets classified as lease receivables
There were no significant changes or modifications. There were no transfers between the stages 1 to 3 (previous
year transfers from stage 1 to stage 3: € 7.7 m). No newly issued or acquired instruments were impaired at
the date of addition.
€ million
Gross carrying amounts as at 1 Oct 2021
Addition of assets
Reduction of assets
Gross carrying amounts as at 30 Sep 2022
Gross carrying amounts as at 1 Oct 2022
Addition of assets
Reduction of assets
Gross carrying amounts as at 30 Sep 2023
Lifetime ECL
simplified
approach
331.4
458.7
– 331.4
458.7
458.7
461.3
– 458.7
461.3
Lifetime ECL
simplified
approach
11.4
9.8
– 11.4
9.8
9.8
4.1
– 9.8
4.1
L I Q U I D I T Y R I S K
Liquidity risks arise from TUI Group being unable to meet its short-term financial obligations and the result-
ing increases in funding costs. TUI Group has established an internal liquidity management system to secure
TUI Group’s liquidity at all times and consistently comply with contractual payment obligations. To that end,
TUI Group’s liquidity management system uses the opportunities of physical and virtual cash pooling for
more efficient liquidity pooling. It also uses credit lines to compensate for the seasonal fluctuations in liquidity
resulting from the tourism business. The core credit facility is a syndicated revolving credit facility agreed
with the previous syndicate banks and KfW Bank, which has been included due to the COVID-19 pandemic.
The total amount of the revolving credit facility has now been reduced to a total of € 2.5 bn.
Details of the financing transactions are presented in the section ‘Going-concern reporting in accordance
with the UK Corporate Governance Code’.
Cash flow of financial instruments – financial and lease liabilities (30 Sep 2022)
As in the previous year, no material assets were deposited as collateral for liabilities. Moreover, the Group
companies participating in the automated cash pool are jointly and severally liable for financial liabilities from
cash pooling agreements.
At the balance sheet date, 19 TUI Group companies are jointly and severally liable for TUI AG’s financial debts
from the revolving credit facility and the promissory note loan.
The tables provided below list the contractually agreed (undiscounted) cash flows of all primary financial
liabilities as at the balance sheet date. Planned payments for future new liabilities were not taken into account.
Where financial liabilities have a floating interest rate, the forward interest rates fixed at the balance sheet
date were used to determine future interest payments. Financial liabilities cancellable at any time are allocated
to the earliest maturity band.
The analysis of cash flows from derivative financial instruments shows the contractually agreed (undiscounted)
cash flows by maturity of foreign exchange hedges and hedges of other price risks of all liabilities that existed
at the balance sheet date.
up to 1 year
repayment
interest repayment
1 – 2 years
interest
2 – 5 years
interest
Cash outflow until 30 Sep
more than 5 years
interest
repay-
ment
repay-
ment
–
–
– 280.0
– 26.4
– 3,316.5
– 174.7
– 698.8
– 29.5
– 5.6
– 65.3
– 1.6
–
– 0.3
– 60.8
–
–
– 600.9
– 44.9
–
– 0.3
– 655.7
– 29.5
– 5.6
– 44.0
– 2.0
–
–
–
– 58.7
– 312.8
– 16.9
–
– 2.5
– 69.8 – 1,012.4
– 88.4
– 11.2
– 36.5
– 0.5
–
–
– 182.5
– 589.6
–
– 188.9
–
–
–
– 840.7
– 29.5
–
– 16.7
–
–
–
– 393.4
€ million
Financial liabilities
Convertible bonds
Bonds
Liabilities to banks
Other financial debt
Trade payables
Other financial liabilities
Lease liabilities
Cash flow of derivative financial instruments (30 Sep 2023)
Cash flow of financial instruments – financial and lease liabilities (30 Sep 2023)
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
€ million
Financial liabilities
Convertible bonds
Bonds
Liabilities to banks
Other financial debt
Trade payables
Other financial liabilities
Lease liabilities
repay-
ment
interest
interest
repay-
ment
repay-
ment
interest
interest
repay-
ment
–
–
– 69.9
– 15.0
– 3,373.7
– 121.9
– 701.2
– 29.5
–
– 31.9
– 1.8
–
– 1.6
– 128.6
–
–
– 275.8
– 3.8
–
– 2.6
– 521.5
– 29.5
–
– 29.0
– 2.1
–
–
– 589.6
–
– 163.1
– 16.7
–
–
– 104.5 – 1,032.1
– 88.4
–
– 38.4
– 0.1
–
–
– 184.2
–
–
– 210.0
–
–
–
– 663.3
–
–
– 34.9
–
–
–
– 264.3
Derivative financial instruments
Hedging transactions – inflows
Hedging transactions – outflows
Other derivative financial instruments – inflows
Other derivative financial instruments – outflows
+ 1,604.5
– 1,638.4
+ 1,294.1
– 1,308.7
+ 133.5
– 136.2
–
–
–
–
–
–
–
–
–
–
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 61
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Cash flow of derivative financial instruments (30 Sep 2022)
€ 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
+ 156.2
– 185.1
+ 630.3
– 665.7
–
–
–
–
–
–
–
–
–
–
–
–
For all fuel price hedges contracted from 1 January 2023, the retrospective effectiveness will be determined,
based on regression analysis. For fuel price hedges contracted before 31 December 2022, the dollar offset
method will continue to be applied. This change in method allows hedge relationships to be presented more
appropriately, so that as at 30 September 2023, no newly contracted fuel price hedges after the 1 January 2023
have to be de-designated. Furthermore, from 31 March 2023, the designation of the hedged item for foreign
currency hedges is evaluated on a seasonal basis. The designation on a seasonal basis reflects the operational
tourism business model with a summer and winter season within a financial year and corresponds to the
hedging approach of TUI’s risk management strategy. Due to the COVID-19 pandemic and its impact on the
business operations of TUI, the seasonal consideration of the hedge ratio of foreign currency hedges was
temporarily suspended and a designation on a monthly basis has been established. This approach for desig-
nation of hedges no longer corresponds to the risk management strategy as the tourism operating business
has returned to pre-crisis levels.
The derivative financial instruments carried as Other derivative financial instruments are derivatives not
designated as hedging instruments according to IAS 39.
As at 30 September 2023, the fair value of these reclassified fuel price hedges totalled € 3.5 m at a nominal
volume of € 10.3 m, while the fair value of the interest rate hedges amounted to € 2.5 m at a nominal volume
of € 46.0 m and the fair value of foreign currency hedges totalled € 0.3 m at a nominal volume of € 2.4 m.
For further information for hedging strategies and risk management see also the remarks in the Risk Report
section of the Management Report.
C A S H F L O W H E D G E S
At 30 September 2023, hedges in hedging relationships in accordance with IAS 39 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 in hedging relationships in accordance with IAS 39 had terms of up to two years (previous year up to
one year). Hedges in hedging relationships in accordance with IAS 39 to protect variable interest payment
obligations are currently not in the portfolio (previous year none). The impact on profit or loss for is recog-
nised at the time the expected cash inflow / outflow occurs.
Income Statement
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
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
S T R AT E G Y A N D G O A L S
In accordance with TUI Group’s policy, derivatives are allowed to be used if they are based on underlying
recognised assets or liabilities, firm commitments or forecast transactions. Hedge accounting based on the
rules of 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 can be used to limit currency, interest rate and fuel risks.
The COVID-19 pandemic significantly impacted TUI’s business operations, causing a strong increase in TUI’s
credit risk premiums. The significant increase in TUI’s credit risk had a direct impact on the effectiveness of
hedging relationships according to IAS 39 and explicitly on the retrospective hedge effectiveness test, because
when calculating retrospective effectiveness, the credit risk is included in the derivative instrument entered
into with the counterparty, but not in the hypothetical derivative. As a result, fuel price, interest rate and
currency hedges had to be de-designated as they no longer met the effectiveness requirements of IAS 39.
For the de-designated hedging instruments cash flow hedge accounting is terminated and the hedges are
recognised as other derivative financial instruments. Based on these de-designations any further changes in
the fair value of these instruments will be recognised in profit or loss in the income statement in the cost of
sales or, in the case of interest rate hedges, in the financial result.
2 6 2
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 6 3
Nominal amounts of derivative financial instruments used
Nominal amounts of derivative financial instruments used
€ million
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
30 Sep 2023
Average
hedged
rate / price
5,798.5
2,267.6
1,086.1
1,646.5
235.3
563.0
779.5
732.7
46.8
–
3,356.6
554.1
173.6
114.3
182.2
50.3
33.7
25.7
20.7
5.0
–
46.0
6,352.6
2,441.2
1,200.4
1,828.7
285.6
596.7
805.2
753.4
51.8
–
3,402.6
1.1380
0.9081
0.7982
0.0859
737.29
530.08
–
€ million
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
30 Sep 2022
Total
Average
hedged
rate / price
2,535.6
1,013.5
464.7
878.6
63.5
115.3
165.2
154.8
10.4
–
3,743.2
2.4
–
2.4
–
–
–
–
–
–
–
53.6
2,538.0
1,013.5
467.1
878.6
63.5
115.3
165.2
154.8
10.4
–
3,796.8
1.1582
0.9627
0.8368
0.0942
1,088.90
674.27
–
Other derivative hedging instruments comprise the nominal value of hedges not designated for hedge account-
ing. TUI Group exclusively enters into derivative financial instruments for hedging purposes. Depending 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.
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 underlying transactions are used to determine the
ineffective portions of hedges designated as cash flow hedges. In designating cash flow hedges, only the
spot rate component is included in hedge accounting as a hedge for some forward exchange transactions,
while the interest component of these financial instruments is shown separately in all relevant tables under
Other derivative financial instruments, in line with derivatives not designated as hedging instruments
according to 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
–
– 78.3
– 152.6
– 230.9
– 230.9
Balance of
hedging
reserve of
active cash
flow hedges
–
78.7
132.0
210.7
210.7
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
–
– 121.7
23.8
– 97.9
– 97.9
Balance of
hedging
reserve of
active cash
flow hedges
–
121.6
– 22.9
98.7
98.7
30 Sep 2023
Hedging
reserve
completed
(ended) cash
flow hedges
– 13.2
–
18.1
4.9
4.9
30 Sep 2022
Hedging
reserve
completed
(ended) cash
flow hedges
– 30.6
1.4
– 19.3
– 48.5
– 48.5
In accounting for cash flow hedges, the effective portions of the hedging relationships have to be recognised
in OCI outside profit and loss. Any additional changes in the fair value of the designated components are
recognised as ineffective portions in cost of sales. The table below presents the development of OCI in
financial year 2023.
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
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
30 Sep 2023
Currency risk
Fuel price risk
Total
78.7
78.7
5.9
0.9
5.0
150.1
150.1
39.1
–
39.1
215.6
215.6
62.4
0.9
61.5
Currency risk
Fuel price risk
30 Sep 2022
Total
123.0
123.0
4.1
0.5
3.6
– 42.2
– 42.2
– 22.0
–
– 22.0
50.2
50.2
– 19.3
0.5
– 19.8
Interest
rate risk
– 13.2
– 13.2
17.4
–
17.4
Interest
rate risk
– 30.6
– 30.6
– 1.4
–
– 1.4
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 6 4
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
The table Development of OCI presents the changes including foreign currency effects and can therefore not
be directly reconciled with the statement of comprehensive income.
Positive and negative fair values of derivative financial instruments shown as receivables or liabilities
In the reporting period, expenses of € 44.1 m (previous year: expenses of € 18.4 m) from currency hedges and
derivative financial instruments used to hedge the impact of exposure to fuel price risks was recognised in
cost of sales. Interest rate hedges result in expenses of € 17.4 m (previous year: expenses of € 1.4 m), carried in
net interest income. Income of € 1.0 m (previous year: expenses of € 1.3 m) was recognised for the ineffective
portion of cash flow hedges.
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.
€ million
Cash flow hedges for
currency risks
fuel price risks
interest rate risks
Hedging
Other derivative financial instruments
Total
Receivables
Liabilities
30 Sep 2022
Nominal
volume
F V changes to
determine
ineffective
portions
124.4
–
–
124.4
134.7
259.1
2.8
24.2
–
27.0
33.7
60.7
121.6
– 24.2
–
97.4
–
97.4
2,537.9
165.2
–
2,703.1
3,796.7
6,499.8
Positive and negative fair values of derivative financial instruments shown as receivables or liabilities
Receivables
Liabilities
30 Sep 2023
Nominal
volume
FV changes to
determine
ineffective
portions
274 Notes to the Cash Flow
€ million
Cash flow hedges for
currency risks
fuel price risks
interest rate risks
Hedging
Other derivative financial instruments
Total
102.9
133.5
–
236.4
32.1
268.5
24.4
1.5
–
25.9
11.1
37.0
78.5
132.0
–
210.5
–
210.5
6,352.5
805.1
–
7,157.6
3,402.5
10,560.1
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 6 5
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 2023, the fair values of other current receivables and current liabilities to banks were deter-
mined in line with the past financial year, taking into account yield curves and the respective credit risk
premium (credit spread) based on credit rating. As a result, the assumption that the carrying amount
approximately corresponds to the fair value due to the short remaining term has been adjusted to the
current market conditions.
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.
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 2023
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
1,161.0
4.1
236.4
32.1
59.4
2,060.3
1,297.0
3,373.7
25.9
11.1
124.4
1,122.6
–
–
–
48.6
1,588.3
1,297.0
3,374.7
–
–
124.4
–
–
–
–
9.9
–
–
–
–
–
–
–
–
236.4
–
–
–
–
–
25.9
–
–
38.9
–
–
32.1
0.9
472.2
–
–
–
11.1
–
1,153.0
4.4
236.4
32.1
57.3
2,060.5
1,120.1
3,374.7
25.9
11.1
124.4
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
€ million
Assets
Trade receivables and other receivables
thereof instruments within the scope of IFRS 9
thereof instruments within the scope of IFRS 16
206 Segment Reporting
210 Notes to the Consolidated
Derivative financial instruments
Hedging transactions
Income Statement
Other derivative financial instruments
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
Other financial assets
Cash and cash equivalents
Liabilities
Financial liabilities
Trade payables
Derivative financial instruments
Hedging transactions
Other derivative financial instruments
Other financial liabilities
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 6 6
Carrying amounts and fair values according to classes and measurement categories according to IFRS 9 as at 30 Sep 2022
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
1,133.8
9.6
124.4
134.7
96.4
1,736.9
2,051.3
3,316.5
27.0
33.7
177.4
1,027.3
–
–
–
85.9
1,736.9
2,051.3
3,316.5
–
–
177.4
–
–
–
–
9.6
–
–
–
–
–
–
–
–
124.4
–
–
–
–
–
27.0
–
–
106.5
–
–
134.7
0.9
–
–
–
–
33.7
–
1,124.5
9.9
124.4
134.7
90.5
1,736.9
1,656.7
3,316.5
27.0
33.7
177.4
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 as separate
items. If such financial instruments are included, further details on these financial instruments are explained
in the sections ‘Assets held for sale’ and ‘Liabilities related to assets held.
The instruments measured at fair value through other comprehensive income within the other financial 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 fair value through OCI.
CORPORATE GOVERNANCE
€ million
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Assets
Trade receivables and other receivables
182 Consolidated Financial
Statements
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
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 6 7
Aggregation according to measurement categories under IFRS 9 as at 30 Sep 2023
• 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 2023
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
€ million
Financial assets
at amortised cost
at fair value – recognised directly in equity without recycling
at fair value – through profit and loss
187 Notes
Financial liabilities
at amortised cost
at fair value – through profit and loss
Aggregation according to measurement categories under IFRS 9 as at 30 Sep 2022
274 Notes to the Cash Flow
€ million
Statement
275 Other Notes
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
Carrying
amount of
financial
instruments
Total
2,759.5
9.9
544.1
4,796.1
11.1
3,221.1
9.9
544.1
4,619.2
11.1
Fair Value
Carrying
amount of
financial
instruments
Total
2,850.1
9.6
242.1
5,545.2
33.7
2,834.9
9.6
242.1
5,150.6
33.7
€ million
Assets
Other receivables
Other financial assets
Derivative financial instruments
Hedging transactions
Other derivative financial instruments
Cash and cash equivalents
Liabilities
Derivative financial instruments
Hedging transactions
Other derivative financial instruments
Total
Level 1
Fair value hierarchy
Level 3
Level 2
38.9
10.8
236.4
32.1
472.2
25.9
11.1
–
–
–
–
472.2
–
–
236.4
32.1
–
–
–
25.9
11.1
38.9
10.8
–
–
–
–
–
Hierarchy of financial instruments measured at fair value as at 30 Sep 2022
€ 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
106.5
10.5
124.4
134.7
27.0
33.7
–
–
–
–
–
–
–
–
124.4
134.7
27.0
33.7
106.5
10.5
–
–
–
–
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).
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.
2 6 8
Reclassifications from Level 3 to Level 2 or Level 1 are made if observable market price quotations become
available for the asset or liability concerned. In the reporting period there were no other transfers from or
to Level 3. TUI Group records transfers from or to Level 3 at the date of the obligating event or occasion
triggering the transfer.
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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
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
reporting date. An active market exists if quoted prices are readily and regularly available from an exchange,
dealer, broker, pricing service or regulatory agency and these prices represent actual and regularly occurring
market transactions on an arm’s length basis. These financial instruments are classified as Level 1. The fair
values correspond to the nominal amounts multiplied by the quoted prices at the reporting date. At 30 Sep-
tember 2023 Level 1 financial instruments only include shares in money market funds measured at fair value.
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.
Income Statement
If one or several key inputs are not based on observable market data, the instrument is classified as Level 3.
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
The following specific valuation techniques are used to measure financial instruments:
• For over-the-counter bonds, debt components of warrant and convertible bonds, liabilities to banks,
promissory notes and other non-current financial liabilities as well as for current other receivables, current
financial liabilities and non-current trade and other receivables, the fair value is determined as the present
value of future cash flows, taking account of observable yield curves and the respective credit spread,
which depends on the credit rating.
• The fair value of over-the-counter derivatives is determined by means of appropriate calculation methods,
e. g., by discounting the expected future cash flows. The forward prices of forward transactions are based
on the spot or cash prices, taking account of forward premiums and discounts. The fair values of optional
hedges are calculated on the basis of option pricing models. The fair values determined on the basis of
the group’s own systems are periodically compared with fair value confirmations of the external counter-
parties.
• Other valuation techniques, e. g., discounting future cash flows, are used to determine the fair values of
other financial instruments.
2 6 9
Financial assets measured at fair value in Level 3
€ million
Balance as at 1 Oct 2021
Disposals
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 2022
Balance as at 1 Oct 2022
Additions
acquisition
Disposals
sale
payment
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 2023
Other receivables
IFRS 9
Other financial
assets IFRS 9
108.1
– 15.0
13.4
13.4
–
–
106.5
106.5
–
–
– 70.6
–
– 70.6
3.0
3.0
–
–
38.9
12.3
–
– 1.4
– 0.1
– 1.3
– 0.4
10.5
10.5
0.1
0.1
– 24.0
– 24.0
–
23.8
–
23.8
0.4
10.8
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
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 measure-
ment being compiled or validated. Non-observable input parameters are reviewed on the basis of internally
available information and updated if necessary.
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:
In principle, the unobservable input parameters relate to the following parameters; the (estimated) EBITDA
margin is in a range between – 5.9 % and 34.2 % (previous year 8.3 % and 24.0 %). The constant growth rate
is 1 % (previous year 1 %). The weighted average cost of capital (WACC) is in a range between 11.0 % (previous
year 9.5 % – 11.3 %). 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.
Net results of financial instruments
187 Notes
187 Principles and
The increase in the fair values of the financial instruments in Level 3 resulted mainly from revaluation effects
of € 23.8 m and the sale of the shares in Peakwork AG of € 24.0 m.
€ million
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Financial instruments classified as Other financial assets include shares in corporations. The total fair value
of these financial investments at 30 September 2023 is € 9.9 m (previous year € 9.6 m). In the year under
review, there were no disposals (previous year € 0.0 m) of shares in corporations as part of the initial consolida-
tion which were measured at fair value, as part of their first consolidation. None of these strategic financial
investments were sold in the completed financial year. Dividend payments of € 0.1 m (previous year € 0.3 m)
resulted from these financial investments.
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
At 30 September 2023, other receivables in accordance with IFRS 9 in Level 3 include a carrying amount of
€ 38.9 m (previous year € 106.5 m) for a variable purchase price receivable from the sale of Riu Hotels S. A. in
the prior year, measured as a financial instrument in the category FVTPL. The fair value is determined using
a probability calculation for the future gross operating profit, taking account of contractual entitlements to
an additional purchase price demand and an appropriate risk-adjusted discount rate (4.25 % previous year
1.99 % until 2.87 %). Gross operating profit is defined as total revenue minus operating expenses. The range
of potential purchase price payments varies due to different expectations of target achievement between
€ 0 and € 39.7 m (corresponding to a target achievement of < 90 % to max. 105 %). The hotels concerned to
deliver already reached around of 105.5 % in August 2023. Therefore, the variable purchase price receivable
is set at the maximum level of € 39.7 m.
A sensitivity analysis shows that an increase in the hotels’ gross operating profit of 10 % (regarding calendar
year 2023) would not result in a change in the present value of the additional purchase price receivable
(previous year € 2.0 m), while a reduction in gross operating profit of 10 % would result in a change in the
present value of around € – 22.0 m (previous year € – 24.7 m). An interest rate shift of + / – 100 basis points
would alter the present value of the purchase price receivable by around € 0.2 m (previous year € 0.5 m).
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
2 7 0
from interest
other
net results
39.6
35.4
4.2
– 275.3
– 229.3
– 46.0
– 235.7
– 49.2
– 48.7
– 0.5
– 158.9
– 119.7
– 39.2
– 208.1
from interest
other
net results
1.4
1.4
–
– 256.7
– 256.7
–
– 255.3
202.9
40.1
162.8
– 1.7
– 1.6
– 0.1
201.2
2023
net result
– 9.6
– 13.3
3.7
– 434.2
– 349.0
– 85.2
– 443.8
2022
net result
204.3
41.5
162.8
– 258.4
– 258.3
– 0.1
– 54.1
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
Financial assets at amortised cost include expenses of € 58.5 m (previous year € 45.4 m), arising from credit
card costs incurred when settling receivables. In addition, the financial assets at amortised cost include
expenses from bank fees amounting to € 5.3 m (previous year € 5.2 m). For financial liabilities at amortised
cost, expenses from bank fees amounted to € 4.1 m (previous year € 4.5 m).
Offsetting of financial liabilities
CORPORATE GOVERNANCE
N E T T I N G
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
Offsetting of financial assets
Financial assets and
liabilities not set off in the
balance sheet
Collateral
received
Financial
liabilities
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
268.5
2,075.4
–
15.1
259.1
–
1,859.7
122.8
268.5
2,060.3
259.1
1,736.9
37.0
–
32.9
–
–
–
–
–
231.5
2,060.3
226.2
1,736.9
€ million
Financial assets
as at 30 Sep 2023
Derivative financial
assets
Cash and cash
equivalents
Financial assets
as at 30 Sep 2022
Derivative financial
assets
Cash and cash
equivalents
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 7 1
Financial assets and
liabilities not set off in the
balance sheet
Collateral
granted
Financial
assets
Net amount
Gross
amounts of
financial
liabilities
Gross
amounts of
financial
assets set
off
Net amounts of
financial liabilities set
off, presented in the
balance sheet
37.0
1,312.1
–
15.1
60.7
2,174.1
–
122.8
37.0
1,297.0
60.7
2,051.3
37.0
–
32.9
–
–
–
–
–
–
1,297.0
27.8
2,051.3
€ million
Financial liabilities
as at 30 Sep 2023
Derivative financial
liabilities
Financial liabilities
Financial liabilities
as at 30 Sep 2022
Derivative financial
liabilities
Financial liabilities
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
contracted with the corresponding counterparty with positive or negative fair values are netted in that case,
resulting in a net receivable or payable in the amount of the balance. As this conditional right to netting is
not enforceable in the course of ordinary business transactions and thus the criteria for netting are not met,
the derivative financial assets and liabilities are carried at their gross amounts in the balance sheet at the
reporting date.
Financial assets and liabilities in the framework of the cash pooling scheme are shown on a net basis if there
is a right to netting in ordinary business transactions and TUI intends to settle on a net basis. These financial
instruments are included in the balance sheet items in the tables shown above. The gross amount of these
netted cash and cash equivalents is € 181.9 m as at 30 September 2023 (previous year € 391.1 m), while the
gross amount of the netted financial liabilities is € 15.1 m as at 30 September 2023 (previous year € 122.8 m).
(42) Capital management
TUI Group’s capital management ensures that our goals and strategies can be achieved in the interest of our
share- / bond- and credit-holders as well as other stakeholders. The primary objectives of the Group are as
follows:
• Ensuring sufficient liquidity for the Group
• Profitable growth and a sustainable increase in TUI Group’s value
• Strengthening our cash generation allowing to invest, pay dividends and strengthen the balance sheet
• Maintaining sufficient debt capacity and an at least unchanged credit rating
Key figures of capital risk management
€ million
Ø Invested Capital
Underlying EBIT
ROIC
Financial liabilities
Lease liabilities
Defined benefit obligation recognised on the balance sheet
EBITDA
Gross Leverage Ratio
2023
5,115.1
977.2
19.1 %
1,297.0
2,918.1
571.9
1,858.5
2.6
2022
5,457.8
408.7
7.5 %
2,051.3
3,207.5
438.0
1,203.3
4.7
From financial year 2024 onwards, we define the net-leverage ratio along the following basic lines:
The financing measures carried out in the year under review are described in detail in the section on Going concern reporting
Net Leverage Ratio
in accordance with the UK Corporate Governance Code, additional information can be found on page 188 and in the section on
€ million
Financial instruments, page 249 in the Notes.
Management variables used in capital management to measure and control the above objectives are Return
On Invested Capital (ROIC) and the gross leverage ratio, presented in the table below.
From a Group perspective, invested capital is derived from liabilities, comprising equity (including non-
controlling interests) and the balance of interest-bearing liabilities and interest-bearing assets with an adjust-
ment for the seasonality of the Group’s net financial position. The cumulative amortisations of purchase
price allocations are then added to the invested capital.
TUI Group calculates the gross leverage ratio as the ratio of gross financial debt + lease liabilities + recognised
obligations from defined benefit pension plans to EBITDA. Due to the lower gross financial debt and the
improved EBITDA, the gross leverage ratio improved in the 2023 financial year to a value of 2.6x (previous
year 4.7x). In the past financial year, we achieved our previous financial stability target of a gross leverage
ratio with a coverage ratio below 3.0x at 2.6x.
Financial liabilities
plus Lease liabilities
less Cash and cash equivalents
less Other current financial assets
Net Debt
EBITDA (underlying)
Net Leverage Ratio
2023
2022
1,297.0
2,918.1
2,060.3
48.6
2,106.2
1,775.3
1.2
2,051.3
3,207.5
1,736.9
85.8
3,436.1
1,224.6
2.8
Due to lower net debt and the improvement in our EBITDA (underlying), our net-leverage ratio improved to
1.2x in the financial year 2023 (previous year 2.8x). We are aiming for a net-leverage ratio of strongly less
than 1.0x in the medium term.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 7 2
Reconciliation to underlying EBITDA
€ million
EBIT
Amortisation and impairment (+) / reversals (–) of other intangible
assets and depreciation and impairment (+) / reversals (–) of property,
plants and equipment and right of use assets
EBITDA
Adjustments
EBITDA (underlying)
2023
999.3
859.1
1,858.5
– 83.2
1,775.3
2022
Var. %
320.0
+ 212.3
883.4
1,203.3
21.3
1,224.6
– 2.7
+ 54.4
n. a.
+ 45.0
The items recognised in the reconciliation of EBITDA to adjusted EBITDA correspond to the items adjusted
in EBIT without taking into account the impairments, depreciation / amortization and reversals of € 61.1 m
(previous year € 67.5 m) included therein.
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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 7 3
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.
(45) Cash inflow / cash outflow from financing activities
The cash outflow from financing activities totalled € 834.6 m (previous year € 1,630.9 m).
In the period under review, cash and cash equivalents increased by € 323.6 m to € 2,060.5 m.
(43) Cash inflow / cash outflow from operating activities
Based on the Group result after tax, the cash flow from operating activities is derived using the indirect
method. In the completed financial year, the cash inflow from operating activities totalled € 1,637.3 m (previous
year € 2,077.8 m). This amount includes interest payments received of € 54.9 m (previous year € 12.4 m) and
dividends of € 24.1 m from companies measured at equity (previous year € 0.2 m). Income tax payments
resulted in a cash outflow of € 106.9 m (previous year € 131.4 m).
(44) Cash inflow / cash outflow from investing activities
In financial year 2023, the cash outflow from investing activities totalled € 492.2 m (previous year € 308.2 m).
This amount includes a cash outflow for capital expenditure related to property, plant and equipment and
intangible assets of € 666.2 m. The Group recorded a cash inflow of € 142.9 m from the sale of property, plant
and equipment and intangible assets. TUI received € 70.7 m from the earn-out payment in connection with
sale of the stakes in Riu Hotels S. A. and € 3.0 m from the sale of Karisma Hotels Caribbean S. A., effected in
financial year 2021. € 24.0 m was received from the sale of the shares in Peakwork AG and € 16.6 m from a
capital reduction in Midnight International Holdings. The TUI Group contributed € 73.5 m to the capital
increase of Pep Toni Hotels and € 9.9 m to the capital increase of the TUI Global Hospitality Fund. The sale
of money market funds generated € 2.1 m, € 0.7 m was spent on the purchase.
TUI AG received € 1,760.9 m from the equity increase carried out in April 2023. An amount of € 682.4 m was
used to repurchase own equity instruments from the Economic Stabilisation Fund. In the completed financial
year, TUI AG reduced its syndicated credit facility by € 561.2 m. € 13.5 m was spent to extend the syndicated
credit facility. The promissory note placed in 2018 was reduced by € 183.0 m as planned. The remaining
portion of the bond with warrants issued to the Economic Stabilisation Fund in 2020 in the amount of € 58.7 m
was repaid. An amount of € 739.9 m went towards repaying financial liabilities, including € 595.1 m for lease
liabilities. TUI Group companies raised € 217.8 m from taking out loans. € 435.6 m was used to pay interest
and € 120.3 m to pay for dividends to minority shareholders. TUI AG paid € 16.8 m for the coupon for Silent
Participation I of the Economic Stabilisation Fund, shown as a dividend.
(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 € 13.1 m (previous year € 12.2 m) due to foreign exchange effects.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 74
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
Other Notes
CORPORATE GOVERNANCE
(47) Significant events after balance sheet date
(49) Remuneration of Executive and Supervisory Board members according to § 314 HGB
In the completed financial year, the remuneration granted to active Executive Board members totalled
€ 10.1 m (previous year € 6.4 m), and that of the Supervisory Board members totalled € 3.1 m (previous year
€ 3.2 m). The remuneration granted to the former members of the Executive Board members in the financial
year totalled € 3.0 m (previous year € 0.0 m). The aforementioned remuneration of the Executive Board
members includes a tranche of the long term incentive plan of € 1.8 m (previous year € 2.0 m), which represents
the fair value at the time of granting in relation to a number of 679,328 phantom shares granted in the 2023
financial year (previous year 252,094, adjusted for the capital reduction and capital increase carried out in
the financial year). This includes € – 0.6 m in the financial year in connection with the departure of Friedrich
Joussen in the previous year, whose service agreement runs until the end of the 2024 financial year.
Pension payments for former Executive Board members or their surviving dependants totalled € 6.4 m (previous
year € 6.2) in the completed financial year. Pension obligations according to IAS 19 for former Executive
Board members and their surviving dependants amounted to € 59.1 m (previous year € 63.0 m) at the balance
sheet date.
In October 2023 TUI sold its shares in WOT Hotels Adriatic Asset Company d. o. o., in Raiffeisen-Tour RT-
Reisen GmbH and in Club Hotel CV, S. A. For further details, please refer to the section ‚Assets held for sale’.
In October 2023 TUI signed sale and lease back agreements for six new Boeing 737 MAX-8 for the aggregate
sum of around € 278 m. The aircrafts will be delivered in the course of the financial year 2024. The lifetime
lease obligations amount to around € 210 m. The impact on right of use assets and lease liabilities will
depend on the interest rates on the measurement dates.
(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 2022, Annika Deutsch has been the auditor in charge. Total expenses for the
services provided by the auditors of the consolidated financial statements in financial year 2023 break down
as follows:
Services of the auditors of the consolidated financial statements
€ million
2023
2022
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
3.7
3.7
0.3
0.8
1.1
4.8
3.4
3.4
0.4
0.6
1.0
4.4
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 7 5
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 7 6
(50) Use of exemption provision
The following German subsidiaries fully included in consolidation made use of the exemption provision in
accordance with section 264 (3) of the German Commercial Code (HGB) in financial year 2023:
measures is a significant business transaction with the ESF. Please refer to Note 27 ‘Silent participations’ and
Note 10 ‘Earnings per share’ for details regarding the warrant bond.
Financial obligations from order commitments vis-à-vis related parties primarily relate to the purchasing of
hotel services.
Use of exemption provisions
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
DEFAG Beteiligungsverwaltungs GmbH I, Hanover
DEFAG Beteiligungsverwaltungs GmbH III, Hanover
FIRST Travel GmbH, Hanover
Leibniz-Service GmbH, Hanover
l’tur GmbH, Rastatt
Preussag Beteiligungsverwaltungs GmbH IX , Hanover
Robinson Club GmbH, Hanover
TICS GmbH Touristische Internet und Call Center Services, Rastatt TUI Immobilien Services GmbH, Hanover
TLT Urlaubsreisen GmbH, Hanover
TUI 4 U GmbH, Bremen
TUI Airline Service GmbH, Hanover
TUI Asset Management and Advisory GmbH, Hanover
TUI Aviation GmbH, Hanover
TUI Aviation Holding GmbH, Hanover
TUI InfoTec GmbH, Hanover
TUI Insurance & Financial GmbH, Hanover
TUI Leisure Travel Service GmbH, Neuss
TUIfly GmbH, Langenhagen
TUIfly Vermarktungs GmbH, Hanover
(51) Related parties
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 TUI Group or over which TUI Group is able to exercise a significant influence are shown in the
list of shareholdings (Note 53) published in the Unternehmensregister (www.unternehmensregister.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 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 entered into force, which TUI AG had to comply with. Due to
the scope of those terms and conditions, ESF was able to exercise material control over TUI AG and hence
was a related party. On 27th April 2023 TUI AG bought the warrant bond and terminated the remaining silent
participation. Thereupon the terms and conditions expired, disregarding some information requirements.
Accordingly, the ESF is no longer a related party of TUI AG since this date. The return of the stabilisation
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
Transactions with related parties
€ million
Services provided by the Group to
non-consolidated Group companies
joint ventures
associates
Total
Services received by the Group from
non-consolidated Group companies
joint ventures
associates
Total
2023
2022
8.1
66.4
0.5
75.0
12.5
377.9
8.7
13.8
412.9
3.9
49.2
0.8
53.9
18.3
309.3
6.5
14.7
348.8
2023
2022
0.4
46.3
28.3
75.0
1.6
296.0
115.3
412.9
0.4
38.1
15.4
53.9
1.0
226.4
121.4
348.8
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.
Payables due to related parties
€ million
30 Sep 2023
30 Sep 2022
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.
Receivables from related parties
€ million
Trade receivables from
non-consolidated Group companies
joint ventures
associates
Total
Advances and loans to
joint ventures
associates
Total
Payments on account to
joint ventures
Total
Other receivables from
non-consolidated Group companies
joint ventures
associates
Total
30 Sep 2023
30 Sep 2022
–
13.6
0.6
14.2
3.1
4.6
7.7
7.4
7.4
1.1
3.9
0.3
5.3
0.1
9.6
0.5
10.2
3.3
26.9
30.2
15.1
15.1
1.3
2.4
1.6
5.3
Trade payables due to
non-consolidated Group companies
joint ventures
associates
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
0.1
45.3
12.5
57.9
0.4
217.4
217.8
4.8
15.6
6.0
6.8
33.2
0.1
40.5
19.7
60.3
0.4
91.6
92.0
4.5
15.8
7.2
3.0
30.5
Financial liabilities to joint ventures included liabilities from leases of € 217.0 m (previous year € 91.2 m).
The share of result of associates and joint ventures is shown separately in segment reporting.
Following the capital increase carried out in the financial year under review, Mr Alexey Mordashov holds
10.87 % of the shares in TUI AG. On 28 February 2022, he had been added to the list of natural and legal
persons affected by the EU sanctions. As a result of these sanctions, he does not have access to the shares in
TUI AG controlled by him or to the voting rights and economic benefits associated with them. Mr Mordashov
resigned from TUI AG’s Supervisory Board on 2 March 2022 and is therefore no longer a related party of
TUI AG.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 7 7
Post-employment benefits are transfers to or reversals of pension provisions for Executive Board members
active in the reporting period. The expenses mentioned do not meet the definition of remuneration for
Executive and Supervisory Board members under German accounting rules. The share-based payments are
an offset amount of expenses due to the addition to the provision and income resulted from the reversal of
the provision due to the valuation. Termination benefits last year relate to provisions in connection with the
resignation of Frank Rosenberger, whose service agreement will continue until 31 December 2023. The
benefits in the previous year relate to Friedrich Joussen, whose service agreement including all related
compensation components will continue until the end of the 2024 financial year.
Pension provisions for active Executive Board members total € 11.8 m (previous year € 13.2 m) as at the balance
sheet date. In addition, provisions for active Executive Board members of € 4.8 m (previous year € 5.1 m) are
recognised relating to the long-term incentive programme.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
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
2023
10.9
1.2
2.3
0.1
1.4
15.9
2022
7.6
1.9 *
1.1
1.4
3.0
15.0
CORPORATE GOVERNANCE
€ million
Short-term benefits
Post-employment benefits
Share-based payment
Termination benefits – Share-based payment
Termination benefits – Other
Total
* Previous year adjusted
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 7 8
CONTENTS
(52) International Financial Reporting Standards (IFRS) not yet applied
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
New standards endorsed by the EU, but applicable after 30 Sep 2023
CORPORATE GOVERNANCE
Standard
Applicable from
Amendments
IFRS 17
Insurance Contracts
Amendments to IAS 1
Disclosure of Accounting Policies
Amendments to IAS 8
Definition of Accounting Estimates
Amendments to IFRS 17
Initial Application of IFRS 17
and IFRS 9 – Comparative Information
Amendments to IAS 12
Deferred tax related to Assets
and Liabilities arising from a
Single Transaction
1 Jan 2023
1 Jan 2023
1 Jan 2023
1 Jan 2023
1 Jan 2023
IFRS 17 establishes the principles for the accounting for insurance contracts and replaces IFRS 4. On 25 June 2020, the IA SB 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.
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.
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 amendment addresses implementation challenges in the presentation of comparative information that were identified after IFRS 17 was
published.
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 material impacts.
Expected impact on financial
position and performance
No material impacts.
No material impacts.
No material impacts.
No impact.
The following amendments and new standards have not yet been endorsed by the European Union.
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 7 9
CONTENTS
FINANCIAL YEAR 2023
New standards and interpretations not yet endorsed by the EU and applicable after 30 Sep 2023
COMBINED MANAGEMENT
REPORT
Standard
Applicable from
Amendments
Amendments to IAS 1
Classification of Liabilities
as Current or Non-Current
Amendments to IFRS 16
Lease Liability in a Sale and
Leaseback
Amendments to IAS 1
Non-Current Liabilities
with Covenants
1 Jan 2024
1 Jan 2024
1 Jan 2024
Amendments to IAS 7 and IFRS 7
Supplier Finance Arrangements
1 Jan 2024
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 amend-
ments 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 had issued an amendment resulting in the deferral of the effective date to 1 January 2023.
By the amendments to IA S 1 (Non-current Liabilities with Covenants) issued on 31 October 2022, the effective date of these amendments is
deferred again to 1 January 2024.
The amendments clarify how a seller-lessee subsequently measures sale and leaseback transactions that satisfy the requirements in IFRS 15
to be accounted for as a sale.
The amendments to IA S 1 clarify that only covenants an entity must comply with on or before the reporting period should affect the
classification of the corresponding liability as current or non-current. However, an entity is required to disclose information in the notes
that enables users of financial statements to understand the risk that non-current liabilities with covenants could become repayable
within twelve months.
The amendments intend to increase the transparency of supplier finance arrangements and their effect on an entities liabilities, cash flows
and exposure to liquidity risk. The amendments complement existing disclosure requirements insofar that an entity shall provide additional
qualitative and quantitative information about finance arrangements with suppliers.
Amendments to IAS 21
Lack of Exchangeability
1 Jan 2025
The amendments require an entity to apply a consistent approach in assessing whether a currency is exchangeable into another currency
and, if not, in determining the exchange rate to be used and the required disclosures in the notes.
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 8 0
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
material impacts.
No material impacts.
TUI will review the impacts of this
amendment in due course. We
currently do not expect to see any
material impacts.
TUI will review the impacts of this
amendment in due course. We
currently do not expect to see any
impacts.
No material impacts.
(52) TUI Group Shareholdings
Company
Country
Capital share in %
Company
Country
Capital share in %
Consolidated companies
Tourism
Absolut Holding Limited, Qormi
Advent Insurance PCC Limited (Absolut Cell), Qormi
Africa Focus Tours Namibia (Proprietary) Limited, Windhoek
Antwun S.A., Clémency
ATC African Travel Concept Proprietary Limited, Cape Town
ATC-Meetings and Conferences Proprietary Limited, Cape Town
B.D.S Destination Services Tours, Cairo
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., Athens
Clubhotel JD, S.A., Las Palmas
Cruisetour AG, Zurich
Daidalos Hotel- und Touristikunternehmen A.E., Athens
Darecko S.A., Luxembourg
Destination Services Singapore Pte Limited, Singapore
Egyptian Germany Co. for Hotels Limited, Cairo
Elena SL, Palma de Mallorca
E TA 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
Malta
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
Turkiye
Turkiye
United Kingdom
Italy
United Kingdom
United Kingdom
United Kingdom
Ireland
United Kingdom
99.9
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
Germany
Germany
Portugal
India
Turkiye
FIRST Reisebüro Güttler GmbH & Co. KG, Dormagen
FIRST Travel GmbH, Hanover
Follow Coordinate Hotels Portugal Unipessoal Lda, Albufeira
Fritidsresor Tours & Travels India Pvt Ltd., Bardez, Goa
GBH Turizm Sanayi Isletmecilik ve Ticaret A.Ş., Istanbul
GE AFOND 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, Hanover
Hellenic EFS Hotel Management E.P.E., Athens
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-Cairo
Inter Hotel SARL, Tunis
Intercruises Port Operations Spain SLU, Barcelona
Intercruises Port Operations USA Inc., Wilmington DE
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 UK Limited, Luton
Intercruises Shoreside & Port Services, Inc., State of Delaware
Itaria Limited, Nicosia
Jandia Playa S.A., Morro Jable/Fuerteventura
Kurt Safari Proprietary Limited, White River - Mpumalanga
Kybele Turizm Yatırım San. Ve Tic. A.Ş., Istanbul
Tanzania
Turkiye
France
Croatia
Tunisia
Germany
Greece
Spain
Morocco
Croatia
Croatia
Turkiye
Turkiye
Egypt
Tunisia
Spain
United States
Canada
Australia
Monaco
France
United Kingdom
United States
Cyprus
Spain
South Africa
Turkiye
75.1
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
90
100
100
100
100
100
100
100
100
100
100
100
51
100
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 8 1
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Company
Country
Capital share in %
Company
Country
Capital share in %
France
India
Peru
France
Germany
Switzerland
United Kingdom
Tunisia
Austria
Egypt
Tunisia
Thailand
Mauritius
United Kingdom
Spain
Italy
Mexico
Sweden
Senegal
Tanzania
Egypt
Label Tour EURL, Levallois-Perret
Le Passage to India Tours and Travels Pvt Ltd., New Delhi
Lima Tours S.A.C., Lima
Lodges & Mountain Hotels SARL, Courchevel
l’tur GmbH, Rastatt
L’TUR Suisse AG, Basel
Lunn Poly Limited, Luton
Magic Hotels SA , Tunis
MAGIC LIFE Assets GmbH, Vienna
Magic Life Egypt for Hotels LLC, Sharm el Sheikh
Magic Tourism International S.A., Tunis
Mai Khao Golden Land Company Limited, Phuket
Manahe Ltd., Quatre Bornes
Marella Cruises Limited, Luton
Meetings & Events Spain S.L.U., Palma de Mallorca
Musement S.p.A., Milan
MX RIUSA II S.A. de C.V., Cabo San Lucas
Nazar Nordic AB, Malmo
Nouvelles Frontières Senegal S.R.L., Dakar
Nungwi Limited, Zanzibar
Ocean College LLC, Sharm el Sheikh
Ocean Ventures for Hotels and Tourism Services SAE,
Sharm el Sheikh
Egypt
China
Pacific World (Beijing) Travel Agency Co., Ltd., Beijing
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., Singapore
France
Pacific World Meetings and Events France SARL, Nice
Vietnam
Pacific World Travel Services Company Limited, Ho Chi Minh City
Papirüs Otelcilik Yatırım Turizm Seyahat İnşaat Ticaret A.Ş., Antalya Turkiye
Paradise Hotel Management Company LLC, Cairo
PATS N.V., Oostende
Promociones y Edificaciones Chiclana S.A., Palma de Mallorca
PT Pacific World Nusantara, Bali
RC Clubhotel Cyprus Limited, Limassol
Egypt
Belgium
Spain
Indonesia
Cyprus
100
100
100
100
100
99.5
100
100
100
100
100
100
51
100
100
100
100
100
100
100
100
98
100
100
65
100
100
100
100
90
100
100
100
100
100
100
Morocco
United Kingdom
Jamaica
Mauritius
Spain
Sri Lanka
Netherlands
Austria
Germany
Italy
Maldives
Turkiye
Spain
Portugal
Turkiye
Cape Verde
Switzerland
United Kingdom
Morocco
Morocco
Morocco
RCHM S.A.S., Agadir
Rideway Investments Limited, London
Riu Jamaicotel Ltd., Negril
Riumauricio 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, Hanover
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 , Marrakesh
Société d’Investissement Aérien S.A., Casablanca
Société d’investissement hotelier Almoravides S.A., Marrakesh
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 Ltd., Quatre Bornes
Summertime International 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 Germany
Germany
TLT Reisebüro GmbH, Hanover
Germany
TLT Urlaubsreisen GmbH, Hanover
Egypt
Greece
Ireland
Mauritius
Mauritius
United Kingdom
Turkiye
Belgium
Austria
United Kingdom
Morocco
100
100
100
100
50
100
100
100
100
100
100
100
100
67
100
100
100
100
100
100
100
100
84.1
100
100
100
100
100
100
100
100
100
100
100
100
2 8 2
* Entrepreneurial management
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
Company
Country
Capital share in %
Company
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., Rome
T T Hotels Turkey Otel Hizmetleri Turizm ve ticaret A.Ş., Antalya
TUI (Suisse) AG, Zurich
TUI 4 U GmbH, Bremen
TUI Airlines Belgium N.V., Oostende
TUI Airlines Nederland B.V., Rijswijk
TUI Airways Limited, Luton
TUI Ambassador Tours Unipessoal Lda, Lisbon
TUI Asset Management and Advisory GmbH, Hanover
TUI Austria Holding GmbH, Vienna
TUI Belgium NV, Oostende
TUI Belgium Real Estate N.V., Brussels
TUI Belgium Retail N.V., Zaventem
TUI BLUE AT GmbH, Schladming
TUI BLUE DE GmbH, Hanover
TUI Blue Hotels L.L.C., Dubai
TUI Brasil Operadora e Agência de Viagens LTDA ., Curitiba
TUI Bulgaria EOOD, Varna
TUI Chile Operador y Agencia de Viajes SpA, Santiago
TUI China Travel CO. Ltd., Beijing
TUI Curaçao N.V., Curaçao
TUI Customer Operations GmbH, Hanover
TUI Cyprus Limited, Nicosia
TUI Danmark A/S, Copenhagen
TUI Destination Experiences (Thailand) Limited, Bangkok*
TUI Destination Experiences Costa Rica SA , San José
TUI Destination Services Cyprus, Nicosia
TUI Deutschland GmbH, Hanover
TUI Dominicana SA S, Higuey
TUI España Turismo SL, Palma de Mallorca
TUI Finland OY AB, Helsinki
TUI France SA , Levallois-Perret
TUI Hellas Travel Tourism and Airlines A.E., Athens
TUI Holding Spain S.L., Palma de Mallorca
United Kingdom
Netherlands
Croatia
Italy
Turkiye
Switzerland
Germany
Belgium
Netherlands
United Kingdom
Portugal
Germany
Austria
Belgium
Belgium
Belgium
Austria
Germany
United Arab Emirates
Brazil
Bulgaria
Chile
China
Country of Curaçao
Germany
Cyprus
Denmark
Thailand
Costa Rica
Cyprus
Germany
Dominican Republic
Spain
Finland
France
Greece
Spain
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
75
100
100
100
100
49
100
100
100
100
100
100
100
100
100
TUI Holidays Ireland Limited, Dublin
TUI Hotel Betriebsgesellschaft mbH, Hanover
TUI India Private Limited, New Delhi
TUI International Holiday (Malaysia) Sdn. Bhd., Kuala Lumpur
TUI Ireland Limited, Luton
TUI Italia S.r.l., Sorrent
TUI Italia S.r.l. “in liquidazione”, Fidenza
TUI Jamaica Limited, Montego Bay
TUI LTE Viajes S.A de C.V, Mexico City
TUI Malta Limited, Pieta
TUI Mexicana SA de C V, Mexico City
TUI Musement UK Holding Limited, Luton
TUI Nederland Holding N.V., Rijswijk
TUI Nederland N.V., Rijswijk
TUI Nordic Holding AB, Stockholm
TUI Norge A S, Stabekk
TUI Northern Europe Limited, Luton
TUI Österreich GmbH, Vienna
TUI Pension Scheme (UK) Limited, Luton
TUI Poland Dystrybucja Sp. z o.o., Warsaw
TUI Poland Sp. z o.o., Warsaw
TUI PORTUGAL - Agencia de Viagens e Turismo S.A., Faro
TUI Reisecenter Austria Business Travel GmbH, Vienna
TUI Service AG, Altendorf
TUI Spain, SLU, Madrid
TUI Suisse Retail AG, Zurich
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, Hanover
Tunisie Investment Services Holding S.A., Tunis
Country
Ireland
Germany
India
Malaysia
United Kingdom
Italy
Italy
Jamaica
Mexico
Malta
Mexico
United Kingdom
Netherlands
Netherlands
Sweden
Norway
United Kingdom
Austria
United Kingdom
Poland
Poland
Portugal
Austria
Switzerland
Spain
Switzerland
Sweden
Belgium
Belgium
Italy
United Kingdom
United Kingdom
United Kingdom
Germany
Sweden
Germany
Tunisia
Capital share in %
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
74.9
100
100
100
100
100
100
100
100
100
100
100
100
100
100
2 8 3
* Entrepreneurial management
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 8 4
Company
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, Cape Town
WOT Hotels Adriatic Management d.o.o., Zagreb
Zanzibar Beach Village Limited, Zanzibar
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, Hanover
DEFAG Beteiligungsverwaltungs GmbH III, Hanover
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, Hanover
Mala Pronta Viagens e Turismo Ltda., Curitiba
Manufacturer’s Serial Number 852 Limited, Dublin
PM Peiner Maschinen GmbH, Hanover
Preussag Beteiligungsverwaltungs GmbH IX , Hanover
Sovereign Tour Operations Limited, Luton
Thomson Airways Trustee Limited, Luton
travel-Ba.Sys GmbH & Co KG, Mülheim an der Ruhr
TUI Airline Service GmbH, Hanover
TUI Aviation Asset Company Limited, Luton
TUI Aviation GmbH, Hanover
TUI Aviation Holding GmbH, Hanover
TUI Aviation Services Limited, Luton
TUI Beteiligungs GmbH, Hanover
TUI Business Services GmbH, Hanover
Country
Tunisia
Tunisia
Turkiye
Turkiye
Spain
South Africa
Croatia
Tanzania
Guernsey
United Kingdom
United Kingdom
Bermuda
United Kingdom
Germany
Germany
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Germany
Brazil
Ireland
Germany
Germany
United Kingdom
United Kingdom
Germany
Germany
United Kingdom
Germany
Germany
United Kingdom
Germany
Germany
Capital share in %
Company
TUI Canada Holdings, Inc., Toronto
TUI Global Business Services Tunisia S.A.R.L, Tunis
TUI Group Fleet Finance Limited, Luton
TUI Group Services GmbH, Hanover
TUI Group UK Healthcare Limited, Luton
TUI Group UK Trustee Limited, Luton
TUI Immobilien Services GmbH, Hanover
TUI InfoTec GmbH, Hanover
TUI Insurance & Financial GmbH, Hanover
TUI Leisure Travel Service GmbH, Neuss
TUI Technology Portugal Unipessoal, Lda., Matosinhos
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
TUI Travel Holdings Limited, Luton
TUI Travel Limited, Luton
TUI Travel Overseas Holdings Limited, Luton
Country
Canada
Tunisia
United Kingdom
Germany
United Kingdom
United Kingdom
Germany
Germany
Germany
Germany
Portugal
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
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, Hanover
Hapag-Lloyd Reisebüro Hagen Verwaltungs GmbH, Hanover
Ikaros Travel A.E.(i.L.), Heraklion
L’TUR SARL, Schiltigheim
Lunn Poly (Jersey) Limited, St. Helier
N.S.E. Travel and Tourism A.E. (i.L.), Athens
NE A Synora Hotels Limited (Hinitsa Beach), Porto Heli Argolide
New Eden S.A., Marrakesh
Nouvelles Frontières Burkina Faso EURL, Ouagadougou
Nouvelles Frontières Tereso EURL, Grand Bassam
Nouvelles Frontières Togo S.R.L.(i.L), Lome
Germany
Morocco
Spain
Mexico
Germany
Germany
Greece
France
Jersey
Greece
Greece
Morocco
Burkina Faso
Ivory Coast
Togo
100
100
100
100
100
85
51
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
83.5
100
100
100
100
100
100
100
Capital share in %
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
80
100
100
100
75
100
100
100
100
100
100
100
100
100
99
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Methods underlying the
Consolidated Financial
Statements
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 8 5
Company
Country
Capital share in %
Company
Country
Capital share in %
Riusa Hotel Management F ZC, Dubai
Société de Gestion du resort Al Baraka, Marrakesh
Trendturc Turizm Otelcilik ve Ticaret A.Ş., Istanbul
TUI 4 U Poland sp.zo.o., Warsaw
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, Nicosia
TUI Travel Tech Vietnam Limited, Ho Chi Minh City
TUIFly Academy Brussels, Zaventem
VPM Antilles S.R.L., Levallois-Perret
VPM SA , Levallois-Perret
United Arab Emirates
Morocco
Turkiye
Poland
Slovenia
Hungary
Austria
Slovakia (Slovak Republic)
Cyprus
Vietnam
Belgium
France
France
All other segments
Bergbau Goslar GmbH, Goslar
travel-Ba.Sys Beteiligungs GmbH, Mülheim an der Ruhr
Germany
Germany
100
100
100
100
100
100
100
100
100
100
100
100
100
100
83.5
Egypt
Sri Lanka
Sri Lanka
United Kingdom
Greece
Cyprus
Turkiye
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
ARP Africa Travel Limited, Harrow
Atlantica Hellas A.E., Rhodes
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
Hydrant Refuelling System NV, Brussels
Belgium
InteRes Gesellschaft für Informationstechnologie mbH, Darmstadt Germany
Interyachting Limited, Limassol
Jaz Hospitality Services DMCC, Dubai
Jaz Hotel Group S.A.E., Cairo
Kamarayat Nabq Company for Hotels S.A.E., Sharm el Sheikh
Midnight Canada Inc., Toronto
Midnight International Holdings Limited, Toronto
Pep Toni Hotels S.A., Palma
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., Cairo
Südwest Presse + Hapag-Lloyd Reisebüro GmbH & Co.KG, Ulm
Sun Oasis for Hotels Company S.A.E., Hurghada
Teckcenter Reisebüro GmbH, Kirchheim unter Teck
Cyprus
United Arab Emirates
Egypt
Egypt
Canada
Canada
Spain
Kenya
Germany
Tanzania
Egypt
Germany
Egypt
Germany
16.7
40
50
25
50
49.9
50
24
33.3
50
27
50
35
50
50
50
50
50
25
25.2
45
50
51
50
49
49
49
25
25.1
25
50
50
50
50
34
30
33.3
50
50
50
50
10
50
47.5
50
25.2
25
Company
Country
Capital share in %
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
187 Principles and
Tikida Bay S.A., Agadir
TIKIDA DUNES S.A., Agadir
Tikida Palmeraie S.A., Marrakesh
Travco Group Holding S.A.E., Cairo
TR AVEL Star GmbH, Hanover
TR AVEL Star Touristik GmbH & Co. OHG, Vienna
TUI Cruises GmbH, Hamburg
TUI Global Hospitality Fund SCS, SIC AF-R AIF, Grevenmacher
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
Morocco
Morocco
Morocco
Egypt
Germany
Austria
Germany
Luxembourg
United Arab Emirates
Thailand
Croatia
Methods underlying the
Consolidated Financial
Statements
All other segments
.BOSYS SOF T WARE GMBH, Hamburg
MSN 1359 GmbH, Hanover
Germany
Germany
206 Segment Reporting
210 Notes to the Consolidated
Income Statement
217 Notes to the consolidated
statement of financial
position
274 Notes to the Cash Flow
Statement
275 Other Notes
287 Responsibility Statement
by Management
288 Independent Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 8 6
Responsibility Statement
by Management
To the best of our knowledge, and in accordance with the applicable reporting principles, the consolidated
financial statements give a true and fair view of the net assets, financial position and results of operations
of the Group, and the group management report includes a fair review of the development and performance
of the business and the position of the Group, together with a description of the principal opportunities and
risks associated with the expected development of the Group.
Hanover, 4 December 2023
The Executive Board
Sebastian Ebel
David Burling
Mathias Kiep
Peter Krueger
Sybille Reiss
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
287 Responsibility Statement
by Management
288 Independent
Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 8 7
Independent Auditor’s Report
To TUI AG, Berlin and Hanover / Germany
Report on the audit of the consolidated financial statements
and of the combined management report
Audit Opinions
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 ob-
tained is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial
statements and on the combined management report.
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 Septem-
ber 2023, the consolidated statement of profit and 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 2022 to 30 September 2023, and the notes to the consolidated financial statements, including a
summary of significant accounting policies. In addition, we have audited the combined management report for
the parent and the group of TUI AG, Berlin and Hanover / Germany, for the financial year from 1 October 2022
to 30 September 2023. In accordance with the German legal requirements, we have not audited 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)
German Commercial Code (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 2023 and of its financial perfor-
mance for the financial year from 1 October 2022 to 30 September 2023, 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 management report.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
287 Responsibility Statement
by Management
288 Independent
Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 8 8
CONTENTS
Key Audit Matters in the Audit of the Consolidated Financial Statements
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
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 2022 to 30 September 2023.
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:
182 Consolidated Financial
Statements
1 Recoverability of goodwill
2 Specific provisions
187 Notes
Our presentation of these key audit matters has been structured as follows:
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).
2 Specific provisions
A TUI AG’s consolidated financial statements as at 30 September 2023 report provisions for maintenances
of mEUR 778.6 under the statement of financial position item “other provisions”. Furthermore, provisions
for pensions and similar obligations of mEUR 670.4 were recognised as at 30 September 2023. 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 executive board.
287 Responsibility Statement
by Management
288 Independent
Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 8 9
A description (including reference to corresponding information in the consolidated financial statements)
B auditor’s response
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.
1 Recoverability of goodwill
A In TUI AG’s consolidated financial statements as at 30 September 2023, goodwill totalling mEUR 2,949.2
is reported under the item “goodwill” in 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 executive board and on the discount rate used, in the light of the uncertainty
of further impacts of the further geopolitical development and of the general price development there
is an increased degree of forecasting uncertainty. 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 financial
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 appropriate-
ness of the future cash inflows used in the calculation. For this purpose, among other things, we com-
pared these figures with the current budgets contained in the three-year plan adopted by the executive
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
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 executive 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 aircraft. 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.
CONTENTS
Other Information
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
The executive board and / or the supervisory board are responsible for the other information. The other
information comprises
• the report of the supervisory board,
• the report of the audit committee,
• the remuneration report pursuant to Section 162 German Stock Corporation Act (AktG),
• the unaudited content of the combined management report specified in the appendix to the auditor’s
182 Consolidated Financial
report,
Statements
187 Notes
• the executive directors’ confirmation regarding the consolidated financial statements and the combined
management report pursuant to Section 297 (2) sentence 4 and Section 315 (1) sentence 5 HGB, and
• all other parts of the annual report,
• but not the consolidated financial statements, not the audited content of the combined management report
287 Responsibility Statement
and not our auditor’s report thereon.
by Management
288 Independent
Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 9 0
The supervisory board is responsible for the report of the supervisory board and for the report of the audit
committee. The executive board and the supervisory board are responsible for the statement pursuant to
Section 161 AktG on the German Corporate Governance Code, which forms part of the corporate governance
statement included in the section “Corporate Governance Report” set out in the combined management
report, and for the remuneration report. Otherwise the executive 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 identified above and, in doing
so, to consider whether the other information
• is materially inconsistent with the consolidated financial statements, with the audited content of 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 Executive Board and the Supervisory Board for the Consolidated Finan-
cial Statements and the Combined Management Report
The executive 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 executive 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 mis-
statement, whether due to fraud (i.e. fraudulent financial reporting and misappropriation of assets) 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.
Furthermore, the executive 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 executive 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 Group 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 manage-
ment 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 accordance
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.
CONTENTS
We exercise professional judgement and maintain professional scepticism throughout the audit. We also
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
287 Responsibility Statement
by Management
288 Independent
Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
• 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 the risk of not detecting a material misstatement 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 executive 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
conditions 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 disclosures 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 executive board in the com-
bined management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular,
the significant assumptions used by the executive 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.
We provide those charged with governance with a statement that we have complied with the relevant indepen-
dence requirements, and communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, the actions taken or safeguards applied to
eliminate independence threats.
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 for 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.
2 9 1
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
287 Responsibility Statement
by Management
288 Independent
Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 9 2
Other legal and regulatory requirements
Report on the Audit of the Electronic Reproductions of the Consolidated Financial
Statements and of the Combined Management report Prepared for Publication Pursuant
to Section 317 (3a) HGB
In addition, the executive board of the parent is responsible for such internal controls that it has considered
necessary to enable the preparation of ESEF documents that are free from material intentional or unintentional
non-compliance with the requirements for the electronic reporting format pursuant to Section 328 (1) HGB.
A U D I T O P I N I O N
We have performed an audit in accordance with Section 317 (3a) HGB to obtain reasonable assurance
whether the electronic reproductions of the consolidated financial statements and of the combined manage-
ment report (hereinafter referred to as “ESEF documents”) prepared for publication, contained in the file,
which has the SHA256: 070728ffe6af22f07d341897cb93b387edcdb8f50464acd728cb6370a599f788, meet, in
all material respects, the requirements for the electronic reporting format pursuant to Section 328 (1) HGB
(“ESEF format”). In accordance with the German legal requirements, this audit only covers the conversion of
the information contained in the consolidated financial statements and the combined management report
into the ESEF format, and therefore covers neither the information contained in these electronic reproductions
nor any other information contained in the file identified above.
In our opinion, the electronic reproductions of the consolidated financial statements and of the combined
management report prepared for publication contained in the file identified above meet, in all material re-
spects, the requirements for 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 2022 to 30 September 2023
contained in the “Report on the Audit of the Consolidated Financial Statements and of the Combined
Management Report” above, we do not express any assurance opinion on the information contained within
these electronic reproductions or on any other information contained in the file identified 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 reproductions of the consolidated financial statements and of the
combined management report contained in the file identified above in accordance with Section 317 (3a) HGB
and on the basis of the IDW Auditing Standard: Audit of the Electronic Reproductions of Financial State-
ments and Management Reports Prepared for Publication Purposes Pursuant to Section 317 (3a) HGB
(IDW AuS 410 (06.2022)). Our responsibilities in this context are further described in the “Group Auditor’s
Responsibilities for the Audit of the ESEF Documents” section. Our audit firm has applied the IDW Standard
on Quality Management: Requirements for Quality Management in the Audit Firm (IDW QS 1).
R E S P O N S I B I L I T I E S O F T H E E X E C U T I V E 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 D O C U M E N T S
The executive board of the parent is responsible for the preparation of the ESEF documents based on the
electronic files of the consolidated financial statements and of the group 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.
The supervisory board is responsible for overseeing the process for preparing the ESEF documents as part
of the financial reporting process.
G R O U P 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 D O C U M E N T S
Our objective is to obtain reasonable assurance about whether the ESEF documents are free from material
intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB. We exercise
professional judgement and maintain professional scepticism throughout the audit. We also
• identify and assess the risks of material intentional or unintentional non-compliance with the requirements
of Section 328 (1) HGB, 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 on the ESEF documents in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
assurance opinion on the effectiveness of these controls.
• evaluate the technical validity of the ESEF documents, i.e. whether the file containing the ESEF documents
meets the requirements of the Delegated Regulation (EU) 2019 / 815, in the version in force at the balance
sheet date, on the technical specification for this electronic file.
• evaluate whether the ESEF documents enable a XHTML reproduction with content equivalent to the
audited consolidated financial statements and to the audited combined management report.
• evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in accordance
with the requirements of Articles 4 and 6 of the Delegated Regulation (EU) 2019 / 815, in the version in
force at the balance sheet date, enables an appropriate and complete machine-readable XBRL copy of the
XHTML reproduction.
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 I C L E 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 14 February 2023. We were engaged by the
supervisory board on 19 April 2023. We have been the group auditor of TUI AG, Berlin and Hanover / Germany,
without interruption since the financial year 2016 / 2017.
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).
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 Annika Deutsch.
R E V I E W O F T H E E X E C U T I V E 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
Hanover / Germany, 4 December 2023
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 executive
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 executive 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 2022 / 2023. We have nothing to report in this regard.
Deloitte GmbH
Wirtschaftsprüfungsgesellschaft
Signed:
Annika Deutsch
Wirtschaftsprüferin
(German Public Auditor)
Signed:
Elmar Meier
Wirtschaftsprüfer
(German Public Auditor)
O T H E R M AT T E R – U S E O F T H E A U D I T O R ’ S R E P O R T
Our auditor’s report must always be read together with the audited consolidated financial statements and
the audited combined management report as well as with the audited ESEF documents. The consolidated
financial statements and the combined management report converted into the ESEF format – including the
versions to be submitted for inclusion in the Company Register – are merely electronic reproductions of the
audited consolidated financial statements and the audited combined management report and do not take
their place. In particular, the ESEF report and our audit opinion contained therein are to be used solely together
with the audited ESEF documents made available in electronic form.
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 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:
• the non-financial statement pursuant to Sections 315b and 315c HGB included in section “Combined
non-financial declaration of TUI Group” of the group management report,
• the statement on corporate governance with the statement on corporate governance pursuant to Sec. 289f
and Sec. 315d HGB, and
• the other parts of the combined management report marked as unaudited.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
287 Responsibility Statement
by Management
288 Independent
Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 9 3
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
Report of the Independent Practitioner Regarding
the consolidated non-financial statement
Limited assurance report of the independent practitioner regarding the consolidated non-financial
statement for the financial year from 1 October 2022 to 30 September 2023
187 Notes
To TUI AG, Hanover
287 Responsibility Statement
by Management
288 Independent
Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 9 4
Our Engagement
We have performed a limited assurance engagement on the consolidated non-financial statement, which is
included in the combined management report for the parent and the group, of TUI AG, Hanover / Germany,
(hereafter referred to as “the Company”) for the financial year from 1 October 2022 to 30 September 2023
(hereafter referred to as “non-financial statement”). The TCFD compliance statement as well as further
websites referred to in the consolidated non-financial statement, were not subject to our audit.
Responsibilities of the Executive Directors
The executive directors of the Company are responsible for the preparation of the non-financial statement
in accordance with Section 315c in conjunction with Sections 289c to 289e HGB and Article 8 of Regulation
(EU) 2020 / 852 of the European Parliament and the Council of 18 June 2020 on the establishment of a
framework to facilitate sustainable investment, and amending Regulation (EU) 2019 / 2088 (hereafter referred
to as “EU Taxonomy Regulation”) and the delegated acts adopted thereon, as well as with their own inter-
pretation of the wording and terminology contained in the EU Taxonomy Regulation and the delegated acts
adopted thereon, as is presented in section “Disclosures according to the EU Taxonomy Regulation
(2020 / 852)” of the non-financial statement.
These responsibilities of the executive directors of the Company include the selection and application of
appropriate methods regarding the combined non-financial statement and the use of assumptions and
estimates for individual non-financial disclosures of the Group which are reasonable under the given circum-
stances. In addition, the executive directors are responsible for such internal control as they have deemed
necessary to enable the preparation of a non-financial statement that is free from material misstatement
due to fraud (i. e., fraudulent non-financial statement) or error.
Some of the wording and terminology contained in the EU Taxonomy Regulation and the delegated acts
adopted thereon are still subject to considerable interpretation uncertainty and have not yet been officially
clarified. Therefore, the executive directors have laid down their own interpretation of the EU Taxonomy
Regulation and of the delegated acts adopted thereon in section “Disclosures according to the EU Taxonomy
Regulation (2020 / 852)” of the non-financial statement. They are responsible for the reasonableness of this
interpretation. As there is the inherent risk that indefinite legal concepts may allow for various interpretations,
the legal conformity of the interpretation is prone to uncertainty.
The preciseness and completeness of the environmental data in the non-financial statement is subject to
inherent restrictions resulting from the manner in which the data was collected and calculated as well as
from assumptions made.
Independence and Quality Assurance of the Audit Firm
We have complied with the German professional requirements on independence and other professional
rules of conduct.
Our firm applies the national statutory rules and professional announcements – particularly of the “Profes-
sional Charter for German Public Auditors and German Sworn Auditors” (BS WP / vBP) and of the IDW Quality
Assurance Standard: Requirements for Quality Management in Audit Practices (IDW QS 1) promulgated by
the Institut der Wirtschaftsprüfer (IDW) and does therefore maintain a comprehensive quality assurance
system comprising documented regulations and measures in respect of compliance with professional rules
of conduct, professional standards, as well as relevant statutory and other legal requirements.
CONTENTS
Responsibilities of the Independent Practitioner
Our responsibility is to express a conclusion on the non-financial statement based on our work performed
within our limited assurance engagement.
We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE)
3000 (Revised) “Assurance Engagements Other than Audits or Reviews of Historical Financial Information”,
adopted by the IAASB. This Standard requires that we plan and perform the assurance engagement so that
we can conclude with limited assurance whether matters have come to our attention to cause us to believe
that the non-financial statement of the Company, with the exception of the external sources of documentation
(references to the TCFD compliance statement as well as to websites) referenced therein, has not been
prepared, in all material respects, in accordance with Section 315c in conjunction with Sections 289c to 289e
HGB and the EU Taxonomy Regulation and the delegated acts adopted thereon, as well as with the interpre-
tation by the executive directors presented in section “Disclosures according to the EU Taxonomy Regulation
(2020 / 852)” of the non-financial statement.
The determination of the disclosures pursuant to Article 8 of the EU Taxonomy Regulation requires the
executive directors to make interpretations of indefinite legal concepts. As there is the inherent risk that
indefinite legal concepts may allow for various interpretations, the legal conformity of the interpretation, and
hence our related examination, is prone to uncertainty.
Practitioner’s Conclusion
Based on the work performed and the evidence obtained, nothing has come to our attention that causes us
to believe that the consolidated non-financial statement of the Company for the financial year from 1 Octo-
ber 2022 to 30 September 2023 does not comply, in all material respects, with Section 315c in conjunction
with Sections 289c to 289e HGB and the EU Taxonomy Regulation and the delegated acts adopted thereon,
as well as with the executive directors’ interpretation presented in section “Disclosures according to the EU
Taxonomy Regulation (2020 / 852)” of the non-financial statement. Our practitioner’s conclusion does neither
include the TCFD compliance statement nor further websites referred to in the consolidated non-financial
statement.
The procedures performed in a limited assurance engagement have a lesser extent than for a reasonable
assurance engagement; consequently, the level of assurance obtained in a limited assurance engagement is
substantially lower than the assurance that would have been obtained had a reasonable assurance engage-
ment been performed. The choice of assurance work is subject to the practitioner’s professional judgement.
Restriction of Use
Within the scope of our limited assurance engagement, which we performed between August and December
2023, we notably performed the following work and other activities:
• Obtaining an understanding of the structure of the Group’s sustainability organisation and of the stake-
holder engagement,
• Inquiries of the executive directors and relevant employees involved about the process of preparation,
about the system of internal control relating to this process, as well as about the disclosures contained in
the non-financial statement,
• Identification of probable risks of material misstatements in the non-financial statement,
• Analytical evaluation of selected disclosures contained in the non-financial statement,
• Cross validation of selected disclosures and the corresponding data in the consolidated and annual financial
statements as well as in the combined management report,
• Evaluation of the presentation of the non-financial statement,
• Evaluation of the process to identify taxonomy-eligible and taxonomy-aligned economic activities and the
corresponding disclosures in the non-financial statement.
We issue this report as stipulated in the engagement letter agreed with the Company (including the “General
Engagement Terms for Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften (German Public Auditors
and Public Audit Firms)” as of 1 January 2017 promulgated by the Institut der Wirtschaftsprüfer (IDW)). We
draw attention to the fact that the assurance engagement was performed for the purposes of the Company
and the report is solely designed for informing the Company about the findings of the assurance engagement.
Therefore, it may not be suitable for another than the aforementioned purpose. Hence, this report should
not be used by third parties as a basis for any (asset) decision.
We are solely liable to the Company. However, we do not accept or assume liability to third parties. Our
conclusion was not modified in this respect.
Hanover / Germany, 4 December 2023
Deloitte GmbH
Wirtschaftsprüfungsgesellschaft
Signed:
Daniel Oehlmann
Wirtschaftsprüfer
(German Public Auditor)
Signed:
Eike Bernhard Hellmann
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
287 Responsibility Statement
by Management
288 Independent
Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 9 5
Forward-Looking
Statements
The annual report, in particular the report on expected developments included in the management report,
includes various forecasts and expectations as well as statements relating to the future development of the
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.
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
182 Consolidated Financial
Statements
187 Notes
287 Responsibility Statement
by Management
288 Independent
Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 9 6
P U B L I S H E D B Y
TUI AG
Karl-Wiechert-Allee 23
30625 Hanover, Germany
Phone: + 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); Sarah Rauch (p. 6); Christian Wyrwa (p. 8); André Walther (p. 12)
CONTENTS
FINANCIAL YEAR 2023
COMBINED MANAGEMENT
REPORT
CORPORATE GOVERNANCE
CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES
FINANCIAL CALENDAR
1 3 F E B R U A R Y 2 0 2 4
Annual General Meeting 2024
1 3 F E B R U A R Y 2 0 2 4
Quarterly Statement Q1 2024
182 Consolidated Financial
Statements
1 5 M AY 2 0 2 4
Half-Year Financial Report H1 2024
1 4 A U G U S T 2 0 2 4
Quarterly Statement Q3 2024
1 1 D E C E M B E R 2 0 2 4
Annual Report 2024
187 Notes
287 Responsibility Statement
by Management
288 Independent
Auditor’s Report
294 Report of the Independent
Practitioner Regarding the
consolidated non-financial
statement
296 Forward-Looking
Statements
2 9 7