TUI AG Bericht 2019 EN
TUI AG Bericht 2019 EN
TUI AG Bericht 2019 EN
F I N A N C I A L S TAT E M E N T S T U I A G
CONTE NT S
NOTES
4 TUI AG Notes for financial year 2019
4 Accounting and measurement
6 Notes to the statement of financial position
13 Notes to the income statement
17 Other Notes
Assets
Fixed assets (1)
Intangible assets 9,641 8,389
Property, plant and equipment 39,681 13,520
Investments
Shares in Group companies 7,602,828 7,202,959
Other investments 993,317 795,821
8,596,145 7,998,780
8,645,467 8,020,689
Current assets
Receivables and other assets (2) 1,554,133 1,470,512
Cash in hand and bank balances (3) 155,117 889,281
1,709,250 2,359,793
Prepaid expenses (4) 445 524
10,355,162 10,381,006
Equity
Shareholders‘ equity
Subscribed capital (5) 1,505,807 1,502,946
Conditional capital 150,000 150,000
Capital reserves (6) 1,220,690 1,213,650
Revenue reserves (7) 1,287,470 1,287,470
Profit available for distribution (8) 1,494,119 1,797,410
of which retained earnings brought forward 1,374,121 814,027
5,508,086 5,801,476
Special non-taxed items (9) 70 71
Provisions
Provisions for pensions and similar obligations (10) 151,769 144,547
Other provisions (11) 137,916 217,401
289,685 361,948
Liabilities (12)
Bonds 300,000 300,000
Liabilities to banks 426,380 426,064
Trade accounts payable 4,859 6,548
Other liabilities 3,826,082 3,484,796
4,557,321 4,217,408
Deferred income (13) – 103
10,355,162 10,381,006
A N N U A L F I N A N C I A L S TAT E M E N T S » P R O F I T A N D L O S S S TAT E M E N T 3
Profit and Loss Statement of TUI AG for the Period from 1 Oct 2018 to 30 Sep 2019
(previous year from 1 Oct 2017 to 30 Sep 2018)
€ '000 Notes 2019 2018
NOTE S
Notes of TUI AG for financial year 2019
As at 30 September 2019, TUI AG, Berlin and Hanover, is a large corporation as defined by section 267 of the German
Commercial Code (HGB). The Company is registered in the commercial registers of the district courts of Berlin-Charlot-
tenburg (HRB 321) and Hanover (HRB 6580).
The annual financial statements are prepared in accordance with the accounting rules for large corporations of the German
Commercial Code (HGB), taking account of the German Stock Corporation Act (AktG).
The income statement is prepared in accordance with the nature of expense method pursuant to section 275 (2) of the
German Commercial Code.
Individual items in the statement of financial position and income statement of TUI AG are grouped together in the inter-
ests of clear presentation. These items are reported separately in the Notes, together with the necessary explanations.
The financial year of TUI AG comprises the period from 1 October of any one year until 30 September of the subsequent year.
The accounting and measurement methods and the classification applied in the previous year were retained in the
financial year under review.
Purchased intangible assets are measured at cost and amortised on a straight-line basis over the expected useful life
of up to five years, for trademark rights up to fifteen years. Self-generated intangible assets are not capitalised.
Property, plant and equipment are measured at cost to purchase or cost to produce and depreciated over their expected
useful life. For additions effected since financial year 2009 / 10, depreciation is calculated on a straight-line basis.
From 1 January 2018, movable depreciable assets with costs to purchase of € 250 to € 800 are fully depreciated in the
year in which they are purchased. Movable depreciable assets with costs to purchase of € 150 to € 450 purchased
between 1 January 2017 and 31 December 2017 are fully depreciated in the year in which they are purchased. Until
financial year 2015 / 16, movable depreciable assets with costs to purchase of € 150 to € 1,000 had been grouped into
collective annual items and depreciated over a period of five years in line with section 6 (2a) of the German Income Tax
Act (EStG).
The economic useful lives underlying scheduled depreciation are based on tax depreciation tables.
If the fair value of fixed assets is less than their carrying value on the balance sheet date and the reduction in the value
is expected to be permanent, they are impaired accordingly.
Shares in Group companies and participating interests as well as other investments are carried at the lower of cost or
market value. Impairments are only recognised where losses are permanent.
N O T E S » A C C O U N T I N G A N D M E A S U R E M E N T 5
Receivables and other assets are recognised at the lower of nominal or fair value as at the balance sheet date. Non-in-
terest bearing non-current receivables are carried at their present value. For these items, all identifiable individual risks
are accounted for by means of appropriate value adjustments. Bad debt is written off.
Marketable securities are carried at the lower of cost or market value at the balance sheet date.
Hedged foreign currency receivables and liabilities are recognised based on the respective hedging rate. Current
unhedged currency items are recognised at the average spot exchange rate at the balance sheet date. Non-current
unhedged currency receivables and liabilities are translated at the average spot exchange rate at the date of the trans-
action or the closing rate, if lower, in the case of receivables and the closing rate, if higher, in the case of liabilities.
Where liabilities from pension schemes or part-time working schemes for employees approaching retirement are
covered by insolvency-protected reinsurance policies or fund investments so that they are not accessible to other
creditors, the fair values of the cover assets are eliminated against the fair values of the related liabilities. If liabilities
exceed assets, the difference is shown under Provisions. Investments in reinsurance policies are measured at fair value,
which corresponds to amortised cost.
The special non-taxed item carried is based on the option to transfer book profits, used in prior financial years before
the conversion to the German Accounting Law Modernisation Act (BilMoG), and thus includes differences between tax-
based and commercial-law depreciation in accordance with section 6b of the German Income Tax Act (EStG).
Provisions for pensions and similar obligations are measured on the basis of actuarial calculations in accordance with
the projected unit credit method, taking account of Prof. Dr. Heubeck’s 2018 G reference tables dated 20 July 2018, and
discounted at an interest rate of 2.83 % (previous year 3.34 %). Discounting of the pension obligation is no longer based
on the seven-year average market interest rate (2.06 %) published by the German Central Bank, but on the discount
interest rate for the past ten years stipulated in section 253 (2) of the German Commercial Code (HGB), which was
2.83 % for 2019. In determining the provisions for pensions and similar obligations, annual salary increases of 2.5 %
(previous year 2.5 %) and pension increases of 5.25 % every three years (previous year 5.25 %) were assumed; moreover,
an age- and gender-specific fluctuation of 0.0 % to 8.0 % p.a. (previous year 0.0 % to 8.0 %) was applied. In calculating
the interest rate, use was made of the option to assume a remaining term of 15 years.
Provisions for taxes and other provisions are calculated on the basis of prudent business judgement principles and re-
flect all identifiable risks and doubtful obligations. They are measured at the repayable amounts, taking account of
expected cost and price increases. Provisions with a remaining term of more than one year are always discounted at the
average market interest rate for the past seven financial years corresponding to their remaining term.
Provisions for anniversary bonuses are determined based on a discount rate of 2.06 % p.a. (previous year 2.43 %), an
age- and gender-specific fluctuation rate of 0.0 % to 8.0 % p.a. (previous year 0.0 % to 8.0 %) and an annual salary in-
crease of 2.5 % (previous year 2.5 %).
Provisions for liabilities from part-time working schemes for employees approaching retirement are formed in accord-
ance with the block model. The provisions are measured based on a discount rate of 0.77 % (previous year 1.08 %) and
in accordance with actuarial principles founded on Prof. Dr. Heubeck’s 2018 G reference tables and an annual salary
increase of 2.5 % (previous year 2.5 %). The provisions for liabilities from part-time working schemes for employees
approaching retirement were formed for part-time working schemes for employees reaching retirement already con-
cluded at the balance sheet date and potential future part-time early retirement schemes. They comprise top-up pay-
ments and settlement obligations accrued until the balance sheet date by the Company.
6 N O T E S » A C C O U N T I N G A N D M E A S U R E M E N T, N O T E S T O T H E S TAT E M E N T O F F I N A N C I A L P O S I T I O N
Deferred taxes at TUI AG include deferred taxes of Group subsidiaries with which it forms a fiscal unity for income tax
determination. The income tax rate applied in measuring deferred taxes is 31.5 % (previous year 31.5 %) and embraces
corporation tax, trade tax and the solidarity surcharge. Deferred tax assets are netted against deferred tax liabilities.
The Company does not make use of the capitalisation option pursuant to section 274 (1) sentence 2 of the German
Commercial Code for the resulting net deferred tax asset.
Provisions are formed for negative fair values of derivative financial instruments where no valuation units are formed
for these transactions in accordance with section 254 of the German Commercial Code.
The determination of the fair values for optional derivative financial instruments is based on the Black & Scholes model.
Measurement of fixed-price transactions is based on the discounted cash flow of the transactions. Measurement of
derivatives takes account of interest, price and volatility curves with matching maturities as at the balance sheet date.
Recognised IT systems are used to support measurement of the financial instruments. For quality assurance purposes,
the amounts determined for externally concluded transactions are compared and reconciled with figures provided by
external counterparties as at the balance sheet date.
All derivative financial instruments are fixed-price or optional over-the-counter (OTC ) transactions for which a stock
market price cannot be determined. The derivative fuel hedges are performed by means of cash compensation for the
difference between the market value and the hedge price. The underlying items are not physically delivered.
Valuation units are formed in order to recognise derivative fuel hedges in the balance sheet. Recognition is based on
the net hedge presentation method.
Changes in the individual fixed asset items are shown in the statement of changes in assets, indicating depreciation and
amortisation for the financial year under review. The statement of changes in assets in annexed to the Notes.
INVESTMENTS
In the financial year under review, investments rose by a total of € 597.4 m.
Additions of shares in Group companies result from capital increases in subsidiaries. A capital increase worth € 379.7 m
in TUI Travel Ltd., London, in particular, resulted in an increase in the shares in Group companies totalling € 399.9 m.
In the financial year under review, impairments of financial investments worth € 40.6 m were effected, including impair-
ments of shares in Group companies worth € 40.6 m.
The increase in loans to Group companies of € 180.9 m results from the issue of non-current loans to subsidiaries.
Securities held as fixed assets include an amount of € 0.5 m (previous year € 0.5 m) for the statutory protection of the
obligations from part-time early retirement schemes of two subsidiaries.
N O T E S » N O T E S T O T H E S TAT E M E N T O F F I N A N C I A L P O S I T I O N 7
Receivables from Group companies and companies in which shareholdings are held include minor trade receivables at the
respective balance sheet date.
In the financial year under review, receivables from Group companies rose slightly. This is mainly attributable to an increase
in receivables from subsidiaries in order to finance ongoing business operations.
The decline in receivables from companies in which shareholdings are held is mainly due to the redemption of current loans
to hotel companies.
Investments in reinsurance policies with the purpose of hedging pension obligations, pledged to the beneficiary without
other creditors having right to access, are offset against the underlying liabilities at an amount of € 46.2 m (previous year
€ 47.0 m).
The increase in Other assets mainly results from a significant year-on-year rise in tax assets.
This item consists almost exclusively of bank balances, primarily in the form of time deposits and overnight money.
Bank balances declined by € 734.1 m year-on-year. In the financial year under review, the outflows for dividend payments and
capital increases are not offset by inflows from taking out loans. Bank balances also declined due to the issuance of non-cur-
rent loans to Group companies. Bank balances include an amount of € 78.9 m pledged as security for pension plans in the UK .
Prepaid expenses
€ '000 30 Sep 2019 30 Sep 2018
Other prepaid expenses mainly comprised prepaid insurance premiums for the period from 2020 to 2026. To a minor ex-
tent, prepaid expenses also include prepaid services.
8 N O T E S » N O T E S T O T H E S TAT E M E N T O F F I N A N C I A L P O S I T I O N
TUI AG’s subscribed capital consists of no-par value shares, each representing an identical share in the capital stock.
The proportionate share in the capital stock attributable to each individual share is around € 2.56. As the capital stock
is divided into registered shares, the shareholder data is listed in a share register.
The subscribed capital of TUI AG is registered in the commercial registers of the district courts of Berlin-Charlottenburg
and Hanover. In the financial year under review, 1,119,284 employee shares were issued. As a result, subscribed capital
comprised 589,020,588 shares at the end of the financial year. It grew by € 2.9 m to € 1,505.8 m.
The Annual General Meeting on 12 February 2019 authorised the Executive Board of TUI AG to acquire own shares of
up to 5 % of the capital stock. This authorisation will expire on 11 August 2020. To date, the option to acquire own
shares has not been used.
In accordance with section 71 (1) no. 2 of the German Stock Corporation Act, TUI AG acquired 44,088 own shares in
August 2019 to be issued to employees in the framework of the employee share plan. The volume of acquired shares
totalled € 0.4 m.
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 resolved to create conditional capital of € 150.0 m for the issue of
bonds. The issue of bonds with conversion options or warrants, profit-sharing rights and income bonds (with or
without fixed terms) is limited to a total nominal volume of up to € 2.0bn under this authorisation, which will expire on
8 February 2021.
A U T H O R I S E D C A P I TA L
The Annual General Meeting on 13 February 2018 resolved authorised capital for the issue of employee shares worth
€ 30.0 m. The Executive Board of TUI AG has been authorised to use this capital in one or several transactions to issue
employee shares against cash contribution by 12 February 2023. 1,119,284 new employee shares were issued in the
completed financial year, so that authorised capital totalled around € 25.8 m at the balance sheet date.
The Annual General Meeting on 9 February 2016 resolved to authorise the issue of new registered shares against cash
contribution of up to a maximum of € 150.0 m. This authorisation will expire on 8 February 2021.
The Annual General Meeting on 9 February 2016 also resolved to create authorised capital for the issue of new shares
against cash or non-cash contribution of € 570.0 m. The issue of new shares against non-cash contribution is limited to
€ 300.0 m. The authorisation for this capital will expire on 8 February 2021.
Unused authorised capital thus totals around € 745.8 m (previous year around € 748.7 m) as at the balance sheet date.
Capital reserves include transfers from share premiums. They also comprise amounts from conversion options and warrants
for the purchase of shares in TUI AG generated by bond issues. In addition, premiums from the exercise of conversion options
and warrants were transferred to the capital reserves. In the financial year under review, the capital reserves rose by a total
of € 7.0 m due to the issue of employee shares and share-based compensation.
Revenue reserves solely consist of Other revenue reserves. There are no provisions in the Articles of Association on the
formation of reserves.
N O T E S » N otes to the statement of financial position 9
Net profit for the year totals € 120.0 m. Taking account of profit carried forward of € 1,374.1 m, profit available for
distribution amounts to € 1,494.1 m. A proposal will be submitted to the Annual General Meeting to use the profit avail-
able for distribution from the period under review to pay a dividend of € 0.54 per no-par value share and carry the
amount of € 1,176.0 m remaining after deduction of the dividend total of € 318.1 m forward on new account. The final
dividend amount depends on the number of dividend-bearing no-par values shares as at the date of Annual General
Meeting’s resolution on the appropriation of the profit available for distribution.
The special non-taxed item of € 0.1 m (previous year € 0.1 m) includes tax-related depreciation of fixed assets effected
in previous years in accordance with section 6b of the German Income Tax Act.
The fair value of the plan assets, corresponding to the cost to purchase, totals € 46.2 m (previous year € 47.0 m). Elimination
of the assets from reinsurance policies against the gross value of the pension provisions (€ 198.0 m) results in a liability
of € 151.8 m as at the balance sheet date.
Other provisions
€ '000 30 Sep 2019 30 Sep 2018
Tax provisions exist for income and sales taxes in Germany. In the framework of recent case law by the Federal Court
of Finance and company audits completed, the tax positions were reassessed in the financial year under review, result-
ing in the reversal of a provision totalling € 76.7 m.
The increase in Other provisions mainly results from the addition to the provisions for onerous contract losses arising
from the valuation of forward exchange transactions. An opposite effected was driven by reversals of provisions for the
Executive Board. Pending transactions are carried in Other provisions at the negative fair values shown in the table
“Provisions for negative fair values in other provisions”.
This item also includes provisions for staff costs, for operational risks and investment risks and hedges on behalf of
tourism companies at the balance sheet date.
Insolvency-protected non-current investments with a fair value of € 0.2 m (previous year € 0.2 m) for securing part-time
working scheme credits for employees approaching retirement were eliminated against corresponding provisions of
€ 0.6 m (previous year € 0.5 m).
An amount of € 47.7 m (previous year € 55.8 m) of Other provisions has a remaining term of up to one year, € 58.5 m
(previous year € 137.6 m) a remaining term of one to five years and € 31.7 m (previous year € 24.0 m) a remaining term
of more than five years.
10 N O T E S » N otes to the statement of financial position
(12) Liabilities
Liabilities
30 Sep 2019 30 Sep 2018
Remaining Remaining
€ '000 items Total items Total
In October 2016, TUI AG issued an unsecured bond worth € 300.0 m maturing on 1 October 2021. The interest coupon
is 2.125 % per annum.
Liabilities to banks include liabilities from an unsecured Schuldschein with banks worth € 425.0 m, issued in July 2018.
The proceeds from the issuance of this Schuldschein are used for general corporate financing purposes. The Schuld-
schein has different tenors of five to ten years including floating (based on EURIBOR) and fixed rate tranches.
Liabilities to Group companies and companies in which interests are held include minor trade payables as at the respec-
tive balance sheet date.
In September 2014, TUI AG signed a syndicated credit facility. The facility has a credit line of € 1.75bn (including a
tranche of € 215.0 m for a letter of credit facility) and is available to TUI AG for general corporate financing purposes. In
the wake of contractual amendments, the maturity of this credit facility was extended to July 2022. It carries a floating
interest rate based on the short-term interest rate level (EURIBOR or LIBOR) plus a margin. In the completed financial
year, TUI AG did not use the revolving credit tranche.
As in the previous year, the other liabilities shown were not secured by rights of lien or similar rights.
Deferred income
€ '000 30 Sep 2019 30 Sep 2018
The previous year’s deferred income consists of income received from passed-on guarantee and license fees relating to
the next financial year.
Contingent liabilities
€ '000 30 Sep 2019 30 Sep 2018
TUI AG has taken over guarantees and warranties on behalf of subsidiaries and third parties, mainly serving the settlement
of ongoing business transactions and the collateralisation of loans. The increase in guarantee commitments by TUI AG to
Group companies mainly results from the increase in a guarantee for pensions in the UK .
The guarantees and warranties taken over by TUI AG are not expected to be used, since the companies are expected to
perform the underlying liabilities in the light of past experience.
12 N O T E S » N otes to the statement of financial position
The commitments from lease, rental and leasing contracts mainly comprise future rent payments for the administrative
building.
The fuel hedges used relate to the bunker requirements of cruise ships (underlying transactions) and are aggregated as
valuation units in the statement of financial position. The prospective hedging effectiveness assessment is based on the
critical terms match method. The retrospective hedging effectiveness assessment is carried out on a quarterly basis by
comparing the cumulative positive and negative changes in the value of the underlying transactions and the hedges. For
the fuel hedges, the negative fair values of € 4.2 m were matched by transactions with identical amounts and maturities
with positive fair values (valuation units). The goal is to hedge fuel prices for around 80 % of the planned exposure. The
time to maturity of the hedges is up to 48 months. The hedges used are micro-hedges.
N O T E S » N otes to the statement of financial position 13
The increase in turnover is mainly driven by higher turnover from license fees.
Miscellaneous other operating income mainly includes gains on exchange of € 81.0 m (previous year € 127.2 m), which
went hand in hand with losses on exchange of € 83.9 m (previous year € 130.2 m) carried under Other operating expenses.
This item also includes income from the intercompany rebilling of expenses of € 95.6 m (previous year € 86.7 m).
Other operating income also includes income from the reversal of provisions no longer required, income from the sale
of investments, refund claims and write-backs of financial investments.
Cost of materials
1 Oct 2018 – 1 Oct 2017 –
€ '000 30 Sep 2019 30 Sep 2018
Personnel costs
1 Oct 2018 – 1 Oct 2017 –
€ '000 30 Sep 2019 30 Sep 2018
Pension costs decreased mainly due to changes in pension provisions. The decrease in wages and salaries is mainly
attributable to a considerable year-on-year decline in bonus payments and stock options from multi-year compensation
models for board members.
(21) Depreciation / amortisation
Depreciation / amortisation
1 Oct 2018 – 1 Oct 2017 –
€ '000 30 Sep 2019 30 Sep 2018
Amortisation of intangible assets and depreciation of property, plant and equipment 2,002 1,301
This item comprises in particular expenses for exchange losses of € 83.9 m (previous year € 130.2 m), carried alongside
exchange gains of € 81.0 m (previous year € 127.2 m) shown under Other operating income.
This item also includes expenses for the intercompany elimination of services of € 85.3 m (previous year € 85.3 m), which
went hand in hand with income from the rebilling of expenses to other Group companies, carried under Other operating
income.
The increase in other operating expenses is driven by write-downs of receivables from Group companies totalling
€ 202.6 m (previous year € 32.4 m).
Further expenses were above all incurred for financial and monetary transactions, fees, charges, service fees and other
administrative costs.
N O T E S » N O T E S T O T H E I N C O M E S TAT E M E N T 15
The decrease in net income from investments was mainly driven by a decline in income from investments. In the previous
year, profits distributed by TUI Travel Holdings via TUI Travel Ltd resulted in higher income in the framework of the
acquisition of TUI Nordic Holding AB. The income from profit and loss transfer agreements includes transfers of profits
from hotel companies and companies allocable to Central Operations. The expenses for losses taken over mainly relate to
Leibniz-Service GmbH.
In the financial year under review, write-downs of investments worth € 40.6 m were effected (previous year € 128.8 m).
They mainly relate to write-downs of shares in Group companies of € 40.6 m.
Interest result
1 Oct 2018 – 1 Oct 2017 –
€ '000 30 Sep 2019 30 Sep 2018
The development of the interest result was primarily driven by the increase in interest and similar expenses. This in-
crease mainly resulted from the increase in interest expenses for current liabilities. The decline in income from other
securities and loans carried as financial investments was offset by the increase in other interest and similar income of
nearly the same amount.
Interest expenses include expenses for the compounding of provisions for pensions and other non-current provisions
totalling € 18.6 m (previous year € 19.0 m) after elimination of interest income of € 2.1 m (previous year € 1.8 m) from the
reinsurance policies serving as cover assets.
16 N O T E S » N O T E S T O T H E I N C O M E S TAT E M E N T
(26) Taxes
Taxes
1 Oct 2018 – 1 Oct 2017 –
€ '000 30 Sep 2019 30 Sep 2018
The income tax balance results from tax income from prior periods due to a required reassessment of tax risks and from
advance payments and the formation of provisions for income taxes in Germany and abroad.
Income taxes do not include any deferred taxes. Receivables and intangible assets initially result in a deferred tax liability,
which, however, is fully netted against deferred taxes from other provisions and pension provisions. Deferred tax assets
exceeding the netted tax assets and liabilities are not recognised in line with the capitalisation option pursuant to section
274 (1) sentence 2 of the German Commercial Code (HGB).
E X P E N S E S A N D I N C O M E AT T R I B U TA B L E T O P R I O R P E R I O D S
Income of € 66.1 m and expenses of € 83.1 m are attributable to prior financial years and included in Other operating
income and expenses. In the financial year under review income tax provisions of € 76.7 m were released (of which
€ 22.9 m was interest). They relate in particular to completed tax audits. They also relate to income from the release
of income tax provisions in the course of a BFH ruling issued in the financial year under review, which has not yet been
published in the Federal Tax Gazette. These amounts are included in the item Taxes.
Income attributable to prior periods relates in particular to income from intercompany elimination of services for
prior years and income from the reversal of provisions no longer required and reversals of write-downs of financial
investments.
Expenses attributable to prior periods mainly relate to impairments of receivables and subsequent charges for inter-
company elimination of services.
N O T E S » O ther N otes 17
Other Notes
Difference according to section 253 (6) of the German Commercial Code (HGB )
The difference according to section 253 (6) of the German Commercial Code accounts for € 15.7 m in the financial year
under review (previous year € 17.3 m). The payout block does not apply as disposable reserves (€ 2,508.2 m) exceed the
amount not available for distribution under the payout block.
Related persons
In the financial year under review, all transactions with related parties were concluded on an arm’s length basis.
Employees
The average headcount for the financial year under review is 295 (previous year 278), including 24 executives (previous
year 14). Trainees are not included in this figure.
Remuneration for former Executive Board members and their surviving dependants
Remuneration for former Executive Board members and their surviving dependants totalled € 6.0 m (previous year
€ 5.0 m) in the financial year under review. Provisions for pension obligations for former Executive Board members and
their surviving dependants amounted to € 70.8 m (previous year € 59.3 m).
Disclosures of the relevant amounts for individual Board members and further details on the remuneration system are
provided in the Remuneration Report included in the Management Report.
The annual financial statements of TUI AG are audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft. The expenses
incurred for the services delivered by the auditors of the consolidated financial statements in financial year 2019 break
down as follows:
Group affiliation
TUI AG , the parent company of the TUI AG Group, prepares the consolidated financial statements for the largest and
smallest group of companies as required by section 315a of the German Commercial Code in line with international
accounting standards (IFRS). TUI AG’s consolidated financial statements and consolidated management report are
electronically submitted to the operator of the federal gazette in line with section 325 of German Commercial Code and
released to the general public. They are available on the Internet at www.bundesanzeiger.de and at www.unternehmens-
register.de under the key words TUI AG / TUI Aktiengesellschaft. They are also published at www.tui-group.com/de.
Declaration of Compliance pursuant to section 161 of the German Stock Corporation Act
Shareholder structure
In financial year 2019 and in prior years, TUI AG was notified of changes in shareholdings held by third parties pursuant
to section 33 (1) of the German Securities Trading Act (WpHG), published these notifications pursuant to section 40 (1)
sentence 1 of the German Securities Trading Act and communicated them to the business register. Notifications still
applicable as at 30 September 2019 are listed below in short form.
K N - H O L D I N G L I M I T E D L I A B I L I T Y C O M PA N Y / U N I F I R M L I M I T E D
KN -Holding Limited Liability Company, Cherepovets, Russia, notified us that the voting rights in TUI AG attributable to
them exceeded the 20 % threshold on 20 June 2019 and amounted to 24.99 % of the voting rights in TUI AG (146,963,612
voting rights) as at that date. All voting rights are attributable to them via Unifirm Limited, Nicosia, Cyprus, in line with
section 34 of the German Securities Trading Act. In this context, Alexey A. Mordashov, Russia, notified us that the voting
rights in TUI AG attributable to him fell below the threshold value of 20 % on 20 June 2019 and amounted to 0.00 %
(0 voting rights) as at that date.
S TA N D A R D L I F E A B E R D E E N P L C
Standard Life Aberdeen Plc, Edinburgh, United Kingdom (UK ), notified us that its shareholding in TUI AG fell below
the threshold of 3 % of the voting rights on 18 December 2018 and amounted to 2.96 % (17,390,161 voting rights) as
at that date. All voting rights are attributable to Standard Life Aberdeen Plc pursuant to section 34 of the German
Securities Trading Act.
BL ACKROCK INC .
BlackRock Inc., Wilmington, DE , US , notified us that its shareholding in TUI AG amounted to 4.77 % (28,035,378 voting
rights) of the voting rights on 2 April 2019. All voting rights are attributable to BlackRock Inc. pursuant to section 34 of
the German Securities Trading Act. BlackRock, Inc., also notified us that it owned instruments (securities lending)
pursuant to section 38 (1) no. 1 of the German Securities Trading Act for voting rights of 0.64 % (3,769,329 voting rights)
and instruments (contract for difference) pursuant to section 38 (1) no. 2 of the German Securities Trading Act for
voting rights of 0.24 % (1,402,217 voting rights) on 2 April 2019. In total, the company thus notified us of voting rights
of 5.65 %.
List of shareholdings of TUI AG pursuant to section 285 (11), (11a) and (11b) of the German Commercial Code
Hellenic EFS Hotel Management E.P.E., Athen Greece 100 4,527 1,773.4 EUR
Holiday Center S.A., Cala Serena / Cala d'Or Spain 100 18,925.2 3,567.5 EUR
Holidays Services S.A., Agadir Morocco 100 28,114.7 5,053.1 MAD
Iberotel International A.S., Antalya Turkey 100 17,999.2 – 25,074.9 TRY
Iberotel Otelcilik A.S., Istanbul Turkey 100 22,384.2 – 5,639.3 TRY
Inter Hotel SARL , Tunis Tunisia 100 – 59,510.9 52.6 TND
Intercruises Shoreside & Port Services Canada, Inc., Quebec Canada 100 4,886.8 8.2 CAD
Intercruises Shoreside & Port Services PT Y LTD , Sydney Australia 100 4,323.5 883 AUD
Intercruises Shoreside & Port Services Sam, Monaco Monaco 100 229.6 39.4 EUR
Intercruises Shoreside & Port Services SARL , Paris France 100 420.5 – 36.7 EUR
Intercruises Shoreside & Port Services, Inc., State of Delaware United States 100 2,533.8 – 1,279.4 USD
Itaria Limited, Nikosia Cyprus 100 – 325.4 167.1 EUR
Jandia Playa S.A., Morro Jable / Fuerteventura Spain 100 72,187.8 3,723.6 EUR
Kurt Safari (Pty) Ltd, White River – Mpumalanga 4 South Africa 51 6,455.4 1,082.2 ZAR
Label Tour EURL , Levallois Perret France 100 1,155.3 83.4 EUR
Last-Minute-Restplatzreisen GmbH, Rastatt 1 Germany 100 27.4 0
Le Passage to India Tours and Travels Pvt Ltd, New Delhi India 91 226,820.8 38,976.3 INR
Lima Tours S.A.C., Lima Peru 100 71,318 – 1,315 PEN
Lodges & Mountain Hotels SARL , Notre Dame de Bellecombe, Savoie France 100 – 4,803.4 – 339.5 EUR
l'tur GmbH, Rastatt 1 Germany 100 758.5 0
L' TUR Suisse AG , Dübendorf / ZH Switzerland 99.5 284.8 129.9 CHF
Lunn Poly Limited, Luton United Kingdom 100 0 0
Luso Ds – Agência de Viagens Unipessoal Lda, Faro Portugal 100 2,401.5 549.8 EUR
Lusomice Unipessoal Lda., Lissabon Portugal 100 51.4 – 12.4 EUR
N O T E S » O ther N otes 21
TUI Airlines Belgium N.V., Oostende Belgium 100 43,394.6 1,329.3 EUR
TUI Airlines Nederland B.V., Rijswijk Netherlands 100 43,615 12,643 EUR
TUI Airways Limited, Luton United Kingdom 100 873,000 277,000 GBP
TUI aqtiv GmbH, Hannover 1 Germany 100 197.7 0
TUI Austria Holding GmbH, Wien Austria 100 55,176.8 1,919.7 EUR
TUI Belgium NV, Oostende Belgium 100 304,670.7 49,331.4 EUR
TUI Belgium Real Estate N.V., Brüssel Belgium 100 7,639.2 755.5 EUR
TUI Belgium Retail N.V., Zaventem Belgium 100 30,009.2 4,493.3 EUR
TUI BLUE AT GmbH, Schladming Austria 100 1,095.9 115.3 EUR
TUI Bulgaria EOOD , Varna Bulgaria 100 7,296 – 380 BGN
TUI Curaçao N.V., Curaçao Country of Curaçao 100 891.3 203.9 ANG
TUI Customer Operations GmbH, Hannover 1 Germany 100 85.2 0
TUI Cyprus Limited, Nikosia Cyprus 100 13,206.7 2,144.3 EUR
TUI Danmark A / S, Kopenhagen Denmark 100 88,183 16,772 DKK
TUI Destination Experiences Costa Rica SA , San José Costa Rica 100 1,516,005 2,046,706.8 CRC
TUI Destination Services Cyprus, Nikosia Cyprus 100 7,537 2 EUR
TUI Ambassador Tours Unipessoal Lda, Lissabon Portugal 100 1,318.2 – 496.9 EUR
TUI Aviation GmbH, Hannover 1 Germany 100 25 0
TUI Beteiligungs GmbH, Hannover 1 Germany 100 202,012.3 0
TUI Brasil Operadora e Agencia de Viagens LTDA , Curitiba Brazil 100 – 403.1 – 6,083.3 BRL
TUI Business Services GmbH, Hannover 1 Germany 100 25 0
TUI Canada Holdings, Inc, Toronto Canada 100 397,355.4 3,128.7 CAD
TUI Chile Operador y Agencia de Viajes SpA, Santiago Chile 100 10,197.9 – 18,537.5 CLP
TUI China Travel CO . Ltd., Peking China 75 – 4,867.6 6,338.6 CNY
TUI Colombia Operadora y Agencia de Viajes SA S , Bogota Colombia 100 – 1,161,830.6 – 150,259.3 COP
TUI Group Fleet Finance Limited, Luton United Kingdom 100 18,435 10,501 EUR
TUI Group Services GmbH, Hannover 1 Germany 100 18,146.3 0
TUI Group UK Healthcare Limited, Luton United Kingdom 100 0 0
TUI Group UK Trustee Limited, Luton United Kingdom 100 0 0
TUI Immobilien Services GmbH, Hannover 1 Germany 100 73,958.2 0
TUI India Private Limited, New Delhi India 100 – 620,303.2 – 480,653 INR
TUI InfoTec GmbH, Hannover 1 Germany 100 12,863.3 0
TUI Insurance Services GmbH, Hannover 1 Germany 100 30.9 0
TUI International Holiday (Malaysia) Sdn. Bhd., Kuala Lumpur 5 Malaysia 100 1,500 0
TUI Leisure Travel Service GmbH, Neuss 1 Germany 100 103 0
TUI LTE Viajes S.A de C.V, Mexico City Mexico 100 – 2,663.2 51.4 MXN
TUI Spain, SLU , Madrid Spain 100 17,800.1 – 2,214.9 EUR
TUI Travel Amber E&W LLP, Luton United Kingdom 100 0 0
TUI Travel Aviation Finance Limited, Luton United Kingdom 100 110,070 32,305 USD
TUI Travel Common Investment Fund Trustee Limited, Luton United Kingdom 100 0 0
TUI Travel Group Management Services Limited, Luton United Kingdom 100 0 0
TUI Travel Group Solutions Limited, Luton United Kingdom 100 94,488.3 1,693.6 GBP
TUI Travel Holdings Limited, Luton United Kingdom 100 564,692 717,423 GBP
TUI Travel Limited, Luton United Kingdom 100 268,660 722,502 GBP
TUI Travel Overseas Holdings Limited, Luton United Kingdom 100 103,016 – 19,785 GBP
TUI -Hapag Beteiligungs GmbH, Hannover 1 Germany 100 25 0
ENC for touristic Projects Company S.A.E., Sharm el Sheikh Egypt 50 59,151.5 11,151.5 EGP
Etapex, S.A., Agadir Morocco 35 213,331.2 52,247.4 MAD
Fanara Residence for Hotels S.A.E., Sharm el Sheikh Egypt 50 12,520.9 4,050.9 EGP
Gebeco Gesellschaft für internationale Begegnung und Cooperation
mbH & Co. KG , Kiel Germany 50.1 5,446.4 2 EUR
N O T E S » O ther N otes 27
Sun Oasis for Hotels Company S.A.E., Hurghada Egypt 50 469,148.7 250,793 EGP
Sunwing Travel Group, Inc, Toronto Canada 49 536,725.1 – 19,139.1 CAD
Teckcenter Reisebüro GmbH, Kirchheim unter Teck Germany 50 745.5 233.6 EUR
Tikida Bay S.A., Agadir Morocco 34 165,059.3 6,270.4 MAD
TIKIDA DUNE S S.A., Agadir Morocco 30 344,400.1 30,787.4 MAD
Tikida Palmeraie S.A., Marrakesch Morocco 33.3 140,591.1 – 12,206.7 MAD
Togebi Holdings Limited, Nikosia Cyprus 10 – 199,729.9 – 7,919 USD
Travco Group Holding S.A.E., Kairo Egypt 50 256,007.3 239,507.3 EGP
TR AVEL S tar GmbH, Hannover Germany 50 1,442.3 942.3 EUR
TR AVEL S tar Touristik GmbH & Co. OHG , Wien Austria 50 93.1 2 EUR
Other companies
Tourism
Belgian Travel Network cvba, Sint-Martens-Latem Belgium 50 263.7 0.3 EUR
Bonitos Verwaltungs GmbH, Frankfurt am Main Germany 50 785.7 – 214.2 EUR
Clubhotel Kleinarl GmbH, Flachau Austria 24 55.6 2.1 EUR
Emder Hapag-Lloyd Reisebüro Verwaltungs GmbH, Emden Germany 50 27.2 0.2 EUR
FIRST-K VG Reisebüro Hameln GmbH, Hameln Germany 50 40.8 8.4 EUR
STIVA General Partnership, Dublin Ireland 25 0 EUR
Südwest Presse + Hapag-Lloyd Reisebüro Verwaltungs GmbH, Ulm Germany 50 21.4 0
29 companies are not included in the list of shareholdings according to section 286 (3) sentence 1 of the German Commercial Code.
Exchange rates
Exchange rates
Exchange rates
Exchange rates
DE VELOPME NT OF
FIXED A SSE T S
Development of Fixed Assets of TUI AG for the period from 1 Oct 2018 to 30 Sep 2019
Historical cost
Balance at Balance at
€ '000 1 Oct 2018 Additions * Disposals * Reclassification 30 Sep 2019
Intangible assets
Concessions, industrial property rights and similar rights
and values 7,312 149 36 500 7,925
Payments on account 4,477 2,100 – – 500 6,077
11,789 2,249 36 – 14,002
Investments
Shares in Group companies 9,498,725 425,513 – 1 9,924,239
Loans to Group companies 523,402 212,759 31,859 – 704,302
Investments 351,528 25,458 15,660 – 1 361,325
Securities held as fixed assets 4,816 27 – – 4,843
Payments on account 993 – 41 – 952
10,379,464 663,757 47,560 – 10,995,661
CORPOR ATE
GOVERNA NCE REPORT
For our Corporate Governance Report we refer to our website at:
www.tuigroup.con/en-en/investors/corporate-governance
As part of the combined Management Report of TUI AG and the TUI Group, the Corporate Governance Report is included
in our Annual Report 2019 for the TUI Group and is available online from the microsite:
http://annualreport2019.tuigroup.com
RE SPONSIBILIT Y
S TATE ME NT
BY MA NAGE ME NT
To the best of our knowledge, and in accordance with the applicable accounting principles, the consolidated financial
statements give a true and fair view of the net assets, financial position and results of operations of the Company, and
the Management Report, combined with TUI AG’s Group Management Report, gives a true and fair view of the develop-
ment including the business performance and the position of the Group, together with a description of the principal
opportunities and risks associated with the expected development of the Company.
Friedrich Joussen
David Burling
Birgit Conix
Sebastian Ebel
Dr. Elke Eller
Frank Rosenberger
B E S TÄT I G U N S V E R M E R K D E S U N A B H Ä N G I G E N A B S C H L U S S P R Ü F E R S 35
INDEPE NDE NT
AUDITOR ’ S REPORT
To TUI AG , Berlin and Hanover / Germany
Audit Opinions
We have audited the annual financial statements of TUI AG , Berlin and Hanover / Germany, which comprise the balance
sheet as at 30 September 2019, and the income statement for the financial year from 1 October 2018 to 30 September
2019, and the notes to the financial statements, including the presentation of the recognition and measurement policies.
In addition, we have audited the combined management report of TUI AG , Berlin and Hanover / Germany, for the financial
year from 1 October 2018 to 30 September 2019. In accordance with the German legal requirements, we have not audited
those parts of the combined management report listed in the appendix to the auditor’s report.
• the accompanying annual financial statements comply, in all material respects, with the requirements of German
commercial law applicable to business corporations and give a true and fair view of the assets, liabilities and financial
position of the Company as at 30 September 2019 and of its financial performance for the financial year from
1 October 2018 to 30 September 2019 in compliance with German Legally Required Accounting Principles, and
• the accompanying combined management report as a whole provides an appropriate view of the Company’s position.
In all material respects, this combined management report is consistent with the annual financial statements, com-
plies 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 the parts of the combined
management report listed in the appendix to the auditor’s report.
Pursuant to Section 322 (3) Sentence 1 German Commercial Code (HGB), we declare that our audit has not led to any
reservations relating to the legal compliance of the annual financial statements and of the combined management report.
We conducted our audit of the annual financial statements and of the combined management report in accordance with
Section 317 German Commercial Code (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 annual financial statements in
supplementary compliance with the International Standards on Auditing (ISA). Our responsibilities under those require-
ments, principles and standards are further described in the “Auditor’s Responsibilities for the Audit of the Annual Financial
Statements and of the Combined Management Report” section of our auditor’s report. We are independent of the Com-
pany in accordance with the requirements of European law and German commercial and professional law, and we have
fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance
with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited
under Article 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appro-
priate to provide a basis for our audit opinions on the annual financial statements and on the combined management report.
36 B E S TÄT I G U N S V E R M E R K D E S U N A B H Ä N G I G E N A B S C H L U S S P R Ü F E R S
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
annual financial statements for the financial year from 1 October 2018 to 30 September 2019. These matters were ad-
dressed in the context of our audit of the annual 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 matter “Recoverability of the financial assets”:
Our presentation of this key audit matter has been structured as follows:
b) Auditor’s response
a) In its annual financial statements under commercial law, TUI AG discloses financial assets of mEUR 8,596.2 as of
30 September 2019. Of this, mEUR 7,602.8 relate to shares in affiliated companies and mEUR 356.1 to investments.
The financial assets are tested for impairment by the Company at least once a year. Valuation is made by means of a
valuation model based on the discounted cash flow method.
The result of this valuation is strongly depending on the estimate of future cash inflows and the discount rate used.
Thus, the valuation is subject to a significant uncertainty. Against this background, we believe that this is a key audit
matter.
The Company’s disclosures on financial assets are contained in the sections “Accounting and valuation” and note (1) of
the notes to the financial statements.
b) We investigated the process of verifying the recoverability of the financial assets and conducted an audit of the
accounting-relevant controls contained therein.
Specifically, we convinced ourselves of the appropriateness of the future cash inflows used in the calculation. For this,
among other things, we compared this information with the current budgets contained in the three-year plan adopted
by the management board and approved by the supervisory board, and checked it against 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, includ-
ing the weighted average cost of capital, and analysed the calculation algorithm.
O T H E R I N F O R M AT I O N
The management board is responsible for the other information. The other information comprises:
• the unaudited content of those parts of the combined management report listed in the appendix to the auditor’s report
• the responsibility statement by the management board relating to the annual financial statements and to the com-
bined management report pursuant to Section 264 (2) Sentence 3 and Section 289 (1) Sentence 5 German Commercial
Code (HGB) respectively, and
• the remaining parts of the Annual Report, with the exception of the audited annual financial statements and com-
bined management report and our auditor’s report.
B E S TÄT I G U N S V E R M E R K D E S U N A B H Ä N G I G E N A B S C H L U S S P R Ü F E R S 37
Our audit opinions on the annual financial statements and on the combined management report do not cover the other
information, and consequently we do not express an audit opinion or any other form of assurance conclusion thereon.
In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether
the other information
• is materially inconsistent with the annual financial statements, with the combined management report or our knowl-
edge 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.
RE SPONSIBILITIE S OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD FOR THE ANNUAL
F I N A N C I A L S TAT E M E N T S A N D 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
The management board is responsible for the preparation of the annual financial statements that comply, in all material
respects, with the requirements of German commercial law applicable to business corporations, and that the annual
financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the
Company in compliance with German Legally Required Accounting Principles. In addition, the management board is
responsible for such internal controls that have been, as it in accordance with German Legally Required Accounting
Principles, has determined necessary to enable the preparation of annual financial statements that are free from mate-
rial misstatement, whether due to fraud or error.
In preparing the annual financial statements, the management board is responsible for assessing the Company’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, provided
no actual or legal circumstances conflict therewith.
Furthermore, the management board is responsible for the preparation of the combined management report that as a
whole provides an appropriate view of the Company’s position and is, in all material respects, consistent with the annual
financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks
of future development. In addition, the management board is responsible for such arrangements and measures (sys-
tems) as it has considered necessary to enable the preparation of a 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 Company’s financial reporting process for the preparation of
the annual financial statements and of the combined management report.
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 A N N U A L F I N A N C I A L S TAT E M E N T S A N D O F T H E
COMBINED MANAGEMENT REPORT
Our objectives are to obtain reasonable assurance about whether the annual financial statements as a whole are free from
material misstatement, whether due to fraud or error, and whether the combined management report as a whole provides
an appropriate view of the Company’s position and, in all material respects, is consistent with the annual financial state-
ments and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents
the opportunities and risks of future development, as well as to issue an auditor’s report that includes our audit opinions
on the annual 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 German Commercial Code (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 ) 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
annual financial statements and this combined management report.
38 B E S TÄT I G U N S V E R M E R K D E S U N A B H Ä N G I G E N A B S C H L U S S P R Ü F E R S
We exercise professional judgment and maintain professional scepticism throughout the audit. We also
• identify and assess the risks of material misstatement of the annual financial statements and of the combined man-
agement report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinions. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
• obtain an understanding of internal control relevant to the audit of the annual financial statements and of arrange-
ments 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 of the Company.
• evaluate the appropriateness of accounting policies used by the management board and the reasonableness of esti-
mates made by the management board and related disclosures.
• conclude on the appropriateness of the management board’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’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 annual 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 Company to cease to be able to continue as a going concern.
• evaluate the overall presentation, structure and content of the annual financial statements, including the disclosures,
and whether the annual financial statements present the underlying transactions and events in a manner that the
annual financial statements give a true and fair view of the assets, liabilities, financial position and financial perfor-
mance of the Company in compliance with German Legally Required Accounting Principles.
• evaluate the consistency of the combined management report with the annual financial statements, its conformity
with German law, and the view of the Company’s position it provides.
• perform audit procedures on the prospective information presented by the management board in the combined
management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant
assumptions used by the management board as a basis for the prospective information, and evaluate the proper
derivation of the prospective information from these assumptions. We do not express a separate audit opinion on
the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that
future events will differ materially from the prospective information.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with the relevant independence
requirements, and communicate with them all relationships and other matters that may reasonably be thought to bear on
our independence, and where applicable, the related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the annual financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter.
B E S TÄT I G U N S V E R M E R K D E S U N A B H Ä N G I G E N A B S C H L U S S P R Ü F E R S 39
We were elected as auditor by the shareholders’ general meeting on 12 February 2019. We were engaged by the super-
visory board on 18 February / 14 March 2019. We have been the auditor of TUI AG , Berlin and Hanover / Germany, with-
out 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).
The German Public Auditor responsible for the engagement is Dr Hendrik Nardmann.
A P P E N D I X T O T H E 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
CONTENTS ARE UNAUDITED
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 German Commercial Code (HGB) included in the
section “Non-financial group statement” of the combined management report
• the statement on corporate governance pursuant to Section 289f and 315d German Commercial Code (HGB) included
in Chapter “Corporate Governance Report / Statement on Corporate Governance” of the combined management
report and
• the other parts of the combined management report marked as unaudited.
Deloitte GmbH
Wirtschaftsprüfungsgesellschaft
Wirtschaftsprüfer Wirtschaftsprüfer
[German Public Auditor] [German Public Auditor]
40 SUPE RVISORY BOARD AND E XECUTIVE BOARD
SUPERVISORY BOARD A ND
E XECU TIVE BOARD
TUI AG Supervisory Board
Wolfgang Flintermann Group Director Financial Accounting & Reporting, TUI AG Großburgwedel
Dr Dierk Hirschel1 Business unit manager of the trade union ver.di – Vereinte Dienstleistungsgewerkschaft Berlin
Janis Kong Member of supervisory bodies in different companies London
Number of
Initial Appointed TUI AG shares
Appointments until AGM Other Board Memberships2 (direct and indirect)2
13 Feb 2018 2023 b) Veta Health LLC 105,000
15 Aug 2007 2021 1,194
Five-year summary
BALANCE SHEET
€ million 2015 2016 2017 2018 2019
Assets
P R O F I T A N D L O S S S TAT E M E N T
€ million 2015 2016 2017 2018 2019
P R O F I T A P P R O P R I AT I O N
€ million 2015 2016 2017 2018 2019
FINANCIAL CALENDER
11 DECEMBER 2019
Annual Report 2019
11 FEBRUARY 2020
Annual General Meeting 2020
11 FEBRUARY 2020
Quarterly Statement Q1 2020
M AY 2 0 2 0
Half-Year Financial Statement 2020
AUGUST 2020
Quarterly Statement Q3 2020
SEPTEMBER 2020
Pre-Close Trading Update
DECEMBER 2020
Annual Report 2020
PUBLISHED BY
TUI AG
Karl-Wiechert-Allee 4
30625 Hanover, Germany
Tel.: + 49 511 566-00
Fax: + 49 511 566-1901
www.tuigroup.com
CO N C E PT A N D D E S I G N
3st kommunikation, Mainz, Germany
P H OTO G R A P H Y
Philipp Rathmer
The annual financial statements and the management report of TUI AG for the
financial year 2019 have been published in the Federal Gazette.
The management report of TUI AG has been combined with the management
report of the Group and published in the TUI Annual Report 2019.
The English and a German version of this report are available on the web:
www.tuigroup.com/en-en/investors/downloads
The German version is legally binding. The Company cannot be held responsible
for any misunderstandings or misinterpretation arising from this translation.
TUI AG
Karl-Wiechert-Allee 4
30625 Hanover, Germany