TUI AG Financial Statements 2018 Web
TUI AG Financial Statements 2018 Web
TUI AG Financial Statements 2018 Web
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 2018
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 8,389 6,112
Property, plant and equipment 13,520 13,268
Investments
Shares in Group companies 7,202,959 6,285,482
Other investments 795,821 793,437
7,998,780 7,078,919
8,020,689 7,098,299
Current assets
Receivables and other assets (2) 1,470,512 1,244,635
Marketable securities (3) – 399,820
Cash in hand and bank balances (4) 889,281 1,038,989
2,359,793 2,683,444
Prepaid expenses (5) 524 738
10,381,006 9,782,481
Equity
Shareholders‘ equity
Subscribed capital (6) 1,502,946 1,501,631
Conditional capital 150,000 150,000
Capital reserves (7) 1,213,650 1,207,725
Revenue reserves (8) 1,287,470 1,287,470
Profit available for distribution (9) 1,797,410 1,195,829
of which retained earnings brought forward 814,027 454,128
5,801,476 5,192,655
Special non-taxed items (10) 71 72
Provisions
Provisions for pensions and similar obligations (11) 144,547 136,016
Other provisions (12) 217,401 326,509
361,948 462,525
Liabilities (13)
Bonds 300,000 300,000
of which convertibel – –
Liabilities to banks 426,064 –
Trade accounts payable 6,548 7,936
Other liabilities 3,484,796 3,819,193
4,217,408 4,127,129
Deferred income (14) 103 100
10,381,006 9,782,481
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 2017 to 30 Sep 2018
(previous year from 1 Oct 2016 to 30 Sep 2017)
NOTE S
TUI AG Notes for financial year 2018
As at 30 September 2018, 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-Char-
lottenburg (HRB 321) and Hanover (HRB 6580).
The annual financial statements of TUI AG 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) (HGB).
Individual items in the statement of financial position and income statement of TUI AG are grouped together in the in-
terests of clear presentation. These items are reported separately in the Notes, together with the necessary explana-
tions.
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 fi-
nancial year under review.
Purchased intangible assets are measured at cost and amortised on a straightline 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 expect-
ed 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 be-
tween 1 October 2017 and 31 December 2017 are fully depreciated in the year in which they are purchased. Until finan-
cial year 2016, 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.
Fixed assets which, at the balance sheet date, have a lower market value expected to be permanent are impaired ac-
cordingly.
Shares in Group companies and participations as well as other investments are carried at the lower of cost or market
value. Impairments are only recognised where losses are permanent.
Receivables and other assets are recognised at the lower of nominal or fair value as at the balance sheet date. Non-
interest 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 un-
hedged currency items are recognised at the average spot exchange rate at the balance sheet date. Non-current unhe-
dged currency receivables and liabilities are translated at the average spot exchange rate at the date of the transaction
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 cov-
ered by insolvency-protected reinsurance policies or fund investments so that they are not accessible to other credi-
tors, 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. Klaus Heubeck’s 2018 G reference tables, and discounted at
an interest rate of 3.34 % (previous year 3.77 %). Discounting of the pension obligation is no longer based on the sev-
en-year average market interest rate (2.43 %) 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 3.34 % for 2018.
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 gen-
der-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 2.43 % p. a. (previous year 2.91 % p. a.),
an age- and gender-specific fluctuation rate of 0.0 % to 8.0 % p. a. (previous year 0.0 % to 8.0 % p. a.) and an annual
salary increase of 2.5 % (previous year 2.5 %).
Provisions for liabilities from part-time working schemes for employees approaching retirement are formed in accordance
with the block model. The provisions are measured based on a discount rate of 1.08 % (previous year 1.53 %) and in accord-
ance with actuarial principles founded on Prof. Klaus Heubeck’s 2018 G reference tables of 20 July 2018 (previous year:
reference tables 2005 G) and an annual salary increase of 2.5 % (previous year 2.5 %). The provision for liabilities from part-
time working schemes for employees approaching retirement was formed for part-time working schemes for employees
reaching retirement already concluded at the balance sheet date and potential future part-time early retirement schemes.
They comprise top-up payments 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 did not make use of the capitalisation option pursuant to section 274 (1) sentence 2 of the German Com-
mercial Code for the overall resulting deferred tax asset.
Provisions are formed for negative fair values of derivative financial instruments where there are no measurement units
for these transactions in accordance with section 254 of the German Commercial Code (HGB).
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. Derivative fuel hedges are performed by means of cash compensation, as the dif-
ference between market price and hedge price. Physical delivery is not effected.
In order to recognise derivative fuel hedges in the balance sheet, measurement units are formed. 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 € 919.9 m.
Additions of shares in Group companies relate in particular to the acquisitions of TUI Nordic Holding from a subsidiary
worth € 838.4 m and of TUI Portugal worth € 53.4 m. Further acquisitions worth € 28.1 m and capital increases totalling
€ 45.3 m resulted in an increase in financial investments.
In the financial year under review, impairments of financial investments worth € 128.8 m were effected, including impair-
ments of shares in Group companies worth € 54.1 m.
The decline in loans to Group companies of € 13.6 m results from the disposal of loans and from write-downs of loans,
which more than offset the issuance 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.
The increase in receivables from Group companies is mainly attributable to the purchase price payments made for ac-
quisitions on behalf of subsidiaries.
The addition in receivables from companies in which shareholdings are held is mainly due to the issuance 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 € 47.0 m (previous year
€ 47.9 m).
The increase in other assets mainly results from a significant year-on-year rise in refund claims.
In the financial year under review, no investments of free cash and cash equivalents were made in short-term money
market funds (previous year € 399.8 m).
This item consists almost exclusively of bank balances, primarily in the form of time deposits and overnight money.
Bank balances declined by € 149.7 m year-on-year. The inflow from the issuance of the Schuldschein was more than
offset by outflows for dividend payments and acquisitions. Bank balances include an amount of € 79.0 m pledged as
security for pension plans in the UK .
Prepaid expenses
€ ‘000 30 Sep 2018 30 Sep 2017
Other prepaid expenses mainly comprised prepaid insurance premiums for the period from 2019 to 2026. To a minor
extent, prepaid expenses also include prepaid services.
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 the 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, 514,404 employee shares were issued. As a result, subscribed capital
comprised 587,901,304 shares at the end of the financial year. It grew by € 1.3 m to € 1,502.9 m.
The Annual General Meeting on 13 February 2018 authorised the Executive Board of TUI AG to acquire own shares of
up to 5 % of the capital stock. This authorisation will expire on 12 August 2019. Own shares worth € 1.1 m were acquired,
using the option to acquire own shares. In August 2018 TUI AG acquired 59,196 shares related to the employee shares
program.
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 Febru-
ary 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. 514,404 new employee shares were issued in the com-
pleted financial year, so that authorised capital totalled around € 28.7 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 € 748.7 m (previous year around € 745.4 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 € 5.9 m due to the issue of employee shares and share-based compensation.
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 9
Revenue reserves solely consist of Other revenue reserves. There are no provisions in the Articles of Association on the
formation of reserves.
Net profit for the year totals € 983.4 m. Taking account of profit carried forward of € 814.0 m, profit available for distri-
bution amounts to € 1,797.4 m. A proposal will be submitted to the Annual General Meeting to use the profit available
for distribution from the period under review to pay a dividend of € 0.72 per no-par value share and carry the amount
of € 1,374.1 m remaining after deduction of the dividend total of € 423.3 m forward on new account.
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 assets from reinsurance policies of € 47.0 m (pervious year € 47,9 m) equals the aqcuisition costs.
Elimination of the assets against the gross value of the pension provisions (€ 191.6 m) results in a liability of € 144.6 m
as at the balance sheet date.
Other provisions
€ ‘000 30 Sep 2018 30 Sep 2017
Tax provisions exist for income and sales taxes in Germany and abroad.
The decrease in Other provisions mainly results from the reversal of the provision for the assumption of risks in the
framework of the divestment of Hotelbeds Group in financial year 2016. An opposite effect was caused by transfers to
the provisions for Executive Board members, legacy issues and invoices outstanding. Pending transactions are included
in other provisions at the negative fair values shown in the table “Hedges for negative fair values in other provisions”.
This item also includes provisions for staff costs, for operational risks and investment risks and, to a minor extent,
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 € 0.1 m) for securing part-time
working scheme credits for employees approaching retirement were eliminated against corresponding provisions of
€ 0.5 m (previous year € 0.4 m).
An amount of € 55.8 m (previous year € 96.6 m) of Other provisions has a remaining term of up to one year, € 137.6 m
(previous year € 212.9 m) a remaining term of one to five years and € 24.0 m (previous year € 17.0 m) a remaining term
of more than five years.
10 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
(13) Liabilities
Liabilities
30 Sep 2018 30 Sep 2017
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.
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 11
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 2018 30 Sep 2017
Deferred income consists of income received from passedon guarantee and license fees relating to the next financial
year.
Contingent liabilities
€ ‘000 30 Sep 2018 30 Sep 2017
TUI AG has taken over guarantees and warranties on behalf of subsidiaries and third parties, mainly serving the settle-
ment of ongoing business transactions and the collateralisation of loans. The decrease in guarantee commitments by
TUI AG to Group companies mainly results from the reduction of 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.
The commitments from lease, rental and leasing contracts mainly comprise future rent payments for the administrative
building.
At the prior year’s balance sheet date, Other financial commitments primarily comprised commitments to IT and tele-
communications companies.
The fuel hedges used relate to bunker requirements for cruise ships (underlying transactions) and are combined into
measurement units in the balance sheet. The prospective assessment of the effectiveness is effected using the critical
terms match method. The retrospective assessment of the effectiveness is carried out on a quarterly basis by compar-
ing the cumulative positive and negative changes in the values of the underlying transactions and hedges. For the fuel
hedges, the negative fair values of € 9.0 m were matched by transactions with identical amounts and maturities with
positive fair values (measurements 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 are micro-hedges.
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 13
The increase in turnover is mainly driven by higher turnover from license fees.
Miscellaneous other operating income mainly includes gains on exchange of € 127.2 m (previous year € 269.3 m), which
went hand in hand with losses on exchange of € 130.2 m (previous year € 253.4 m) carried under Other operating ex-
penses.
This item also includes income from the intercompany rebilling of expenses of € 86.7 m (previous year € 87.8 m).
Miscellaneous other operating income also includes profits from the sale of investments, reimbursement claims and
write-ups of financial investments as well as income from the reversal of provisions no longer required for the assump-
tion of risks in the framework of the disposal of Hotelbeds Group in FY 2016 worth € 44.4 m.
Cost of materials
1 Oct 2017 – 1 Oct 2016 –
€ ‘000 30 Sep 2018 30 Sep 2017
Personnel costs
1 Oct 2017 – 1 Oct 2016 –
€ ‘000 30 Sep 2018 30 Sep 2017
Pension costs rose mainly due to transfers to pension provisions. The increase in wages and salaries is mainly attribut-
able to bonus payments and stock options from multi-year compensation models for board members.
(22) Depreciation/amortisation
Depreciation/amortisation
1 Oct 2017 – 1 Oct 2016 –
€ ‘000 30 Sep 2018 30 Sep 2017
Amortisation of intangible assets and depreciation of property, plant and equipment 1,301 937
This item comprises in particular expenses for exchange losses of € 130.2 m (previous year € 253.4 m), carried alongside
exchange gains of € 127.2 m (previous year € 269.3 m) shown under Other operating income.
This item also includes expenses for the intercompany elimination of services of € 85.3 m (previous year € 75.2 m), which
went hand in hand with income from the rebilling of expenses to other Group companies of almost the same amount,
carried under Other operating income.
Moreover, expenses were also 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 increase in income from investments was mainly driven by the distribution of profits by TUI Cruises GmbH and TUI
Travel Holdings via TUI Travel Ltd. in the framework of the acquisition of TUI Nordic Holding AB. Net income from profit
transfer agreements included income from profit transfers from hotel companies and companies allocable to central
operations. The decrease mainly resulted from the one-off profit transfer from TUI -Hapag Beteiligungs GmbH in the
prior year. The expenses for losses taken over mainly relate to Leibniz-Service GmbH and TUI Beteiligungs GmbH.
In the financial year under review, write-downs of investments worth € 128.8 m were effected (previous year € 58.1 m).
They mainly relate to write-downs of shares in Group companies of € 54.1 m and write-downs of loans to Group com-
panies.
Interest result
1 Oct 2017 – 1 Oct 2016 –
€ ‘000 30 Sep 2018 30 Sep 2017
The development of the interest result was primarily driven by the increase in interest expenses to Group companies.
The increase in income from other securities and loans carried as financial investments, caused by the increase in TUI
AG’s non-current loans to Group companies, was offset by the decline in other interest and similar income.
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
Interest expenses include expenses for the compounding of provisions for pensions and other non-current provisions
totalling € 19.0 m (previous year € 13.6 m) after elimination of interest income of € 1.8 m (previous year € 0.6 m) from the
reinsurance policies serving as cover assets.
(27) Taxes
Taxes
1 Oct 2017 – 1 Oct 2016 –
€ ‘000 30 Sep 2018 30 Sep 2017
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 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 sec-
tion 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 € 103.2 m and expenses of € 87.6 m are attributable to prior financial years and included in Other operating
income and expenses.
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 write-ups on financial assets.
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 T H E R N O T E S 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 € 17.3 m in the financial year
under review (previous year € 14.8 m). The payout block does not apply as disposable reserves (€ 2,101.5 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 278 (previous year 252), including fourteen executives
(previous year fourteen). 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 € 5.0 m (previous year
€ 13.5 m) in the financial year under review. Provisions for pension obligations for former Executive Board members and
their surviving dependants amounted to € 59.3 m (previous year € 58.0 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 were audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft. Total ex-
penses for the services delivered by the auditors in auditing the consolidated financial statements in FY 2018 break
down as follows:
Audit fees for TUI AG and subsidiaries in Germany 3.4 2.9
Audit fees 3.4 2.9
Review of interim financial statements 1.7 1.1
Other audit related services 0.2 –
Other certification and measurement services 1.9 1.1
Consulting fees 0.1 –
Tax advisor services 0.0 0.1
Other services 0.1 0.1
Total 5.4 4.1
18 N O T E S » O T H E R N O T E S
Group affiliation
TUI AG , the parent company of the TUI AG Group, prepares the consolidated financial statements for the largest and small-
est 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 sub-
mitted 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.unternehmensregister.de under
the key words TUI AG/ TUI Aktiengesellschaft. They are also published at www.tuigroup.com/en-en.
Shareholder structure
In financial year 2018 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)1 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 2018 are listed below in short form.
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 5 % of the voting rights on 21 November 2017 and amounted to 4.94 % (29,014,890 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 5.01 % (29,415,059 voting
rights) of the voting rights on 23 July 2018. 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) pur-
suant to section 38 (1) no. 1 of the German Securities Trading Act for voting rights of 0.02 % (105,212 voting rights) and
instruments (contract for difference) pursuant to section 38 (1) no. 2 of the German Securities Trading Act for voting
rights of 0.25 % (1,473,484 voting rights) on 23 July 2018. In total, the company thus notified us of voting rights of
5.28 %.
1 The
German Securities Trading Act (Wp HG ) was renumbered in the course of financial year 2018. The provisions mentioned below refer to the
Wp HG version applicable since 3 January 2018.
N O T E S » O T H E R N O T E S 19
List of shareholdings of TUI AG pursuant to section 285 (11), (11a) and (11b) of the German Commercial Code
Magic Tourism International S.A., Tunis Tunisia 100 40.1 – 3.4 TND
Manahe Ltd., Quatre Bornes Mauritius 51 102,685.8 50,579 MUR
Medico Flugreisen GmbH, Baden-Baden 1 Germany 100 127.8 0 EUR
Meetings & Events International Limited, Luton United Kingdom 100 3,010.2 – 48.2 GBP
Meetings & Events Spain S.L.U., Palma de Mallorca Spain 100 117 – 276 EUR
Meetings & Events UK Limited, Luton United Kingdom 100 – 1,918.8 – 417 GBP
Morvik EURL , Bourg Saint Maurice France 100 – 1,777.4 – 583.2 EUR
MX RIUSA II S.A. de C.V., Cabo San Lucas Mexico 100 5,404,670.9 822,671.9 MXN
Nazar Nordic AB , Malmö Sweden 100 61,935.8 – 42.2 SEK
Nordotel S.A., San Bartolomé de Tirajana Spain 100 92,897.5 13,655.8 EUR
Nouvelles Frontières Senegal S.R.L., Dakar Senegal 100 1,388 326.7 EUR
Nungwi Limited, Sansibar 9 Tanzania 100
Ocean College LLC , Sharm el Sheikh Egypt 100 1,760.4 – 2,337.8 EGP
Ocean Ventures for Hotels and Tourism Services SAE , Sharm el Sheikh Egypt 98 – 6,045.4 0 EGP
Pacific World (Beijing) Travel Agency Co., Ltd., Beijing China 100 759.1 – 1,942.5 CNY
Pacific World (Shanghai) Travel Agency Co. Limited, Shanghai China 100 11,371.7 3,558.3 CNY
Pacific World Meetings & Events (Thailand) Limited, Bangkok 8 Thailand 49 – 27,751.7 – 3,098.6 THB
Pacific World Meetings & Events Hellas Travel Limited, Athens Greece 100 12.5 – 123.8 EUR
Pacific World Meetings & Events Hong Kong, Limited, Hongkong Hong Kong 100 5,036 – 4,131.1 HKD
Pacific World Meetings & Events SAM , Monaco Monaco 100 357 138 EUR
Pacific World Meetings & Events Singapore Pte. Ltd, Singapore Singapore 100 402.5 109.5 SGD
Pacific World Meetings and Events France SARL , Nanterre 9 France 100
PATS N.V., Oostende Belgium 100 799.7 39 EUR
Preussag Beteiligungsverwaltungs GmbH IX , Hanover 1 Germany 100 105,025 0 EUR
Professor Kohts Vei 108 A S , Stabekk Norway 100 2,243.3 1,650 NOK
Promociones y Edificaciones Chiclana S.A., Palma de Mallorca Spain 100 2,503.4 112.4 EUR
ProTel Gesellschaft für Kommunikation mbH, Rengsdorf 1 Germany 100 143.1 0 EUR
RC Clubhotel Cyprus Limited, Limassol Cyprus 100 2.5 – 2.5 EUR
RCHM S.A.S., Agadir Morocco 100 – 9,588.4 – 4,076.3 MAD
Rideway Investment Limited, London United Kingdom 100 – 6.3 0 GBP
Riu Jamaicotel Ltd., Negril Jamaica 100 21,410,016.2 2,365,344.1 JMD
Riu Le Morne Ltd, Port Louis Mauritius 100 1,839,607.2 6,947.3 JMD
RIUSA II S.A., Palma de Mallorca 8 Spain 50 767,355 122,415 EUR
RIUSA NED B.V., Amsterdam Netherlands 100 257,245.8 46,249.9 USD
ROBINSON AUSTRIA Clubhotel GmbH, Villach-Landskron Austria 100 11,057.6 503.1 EUR
Robinson Club GmbH, Hanover 1 Germany 100 30,658.5 0 EUR
Robinson Club Italia S.p. a., Marina di Ugento Italy 100 16,804.3 1,960.3 EUR
Robinson Club Maldives Private Limited, Malé Maldives 100 – 10,274.9 – 1,600 USD
Robinson Clubhotel Turizm Ltd. Sti., Istanbul Turkey 100 – 12,842.9 – 20,909.6 TRY
Robinson Hoteles España S.A., Cala d'Or Spain 100 7,183.1 2,667.4 EUR
Robinson Hotels Portugal S.A., Vila Nova de Cacela Portugal 67 9,494.6 1,761.8 EUR
Robinson Otelcilik A.S., Istanbul Turkey 100 37,276.7 1,255 TRY
SER AC Travel GmbH, Zermatt Switzerland 100 15.1 17.5 CHF
Skymead Leasing Limited, Luton United Kingdom 100 0 0 GBP
22 N O T E S » O T H E R N O T E S
TUI UK Transport Limited, Luton United Kingdom 100 37,832 159,008 GBP
TUI fly GmbH, Langenhagen 1 Germany 100 89,144.1 0 EUR
TUI fly Nordic AB , Stockholm Sweden 100 120,351 9,707 SEK
TUI fly Vermarktungs GmbH, Hanover 1 Germany 100 40.9 0 EUR
Tunisie Investment Services Holding S.A., Tunis Tunisia 100 3,019.9 – 27.8 TND
Tunisie Voyages S.A., Tunis Tunisia 100 – 16,935.4 6,769.4 TND
Tunisotel S.A.R.L., Tunis Tunisia 100 517.5 4.1 TND
Turcotel Turizm A.S., Istanbul Turkey 100 – 28,780.8 – 23,042.1 TRY
Turkuaz Insaat Turizm A.S., Ankara Turkey 100 – 2,067.5 – 27,318.1 TRY
Ultramar Express Transport S.A., Palma de Mallorca Spain 100 25,847 3,282 EUR
Wolters Reisen GmbH, Stuhr 1 Germany 100 4,601.6 0 EUR
WonderCruises AB , Stockholm Sweden 100 5,521.6 2,532.6 SEK
WonderHolding AB , Stockholm Sweden 100 3,372.3 1,635.8 SEK
WOT Hotels Adriatic Management d.o.o., Zagreb 9 Croatia 51
Zanzibar Beach Village Limited, Sansibar 9 Tanzania 100
TUI Ambassador Tours Unipessoal Lda, Lissabon Portugal 100 – 1,070.4 – 1,170.4 EUR
TUI Aviation GmbH, Hanover 1 Germany 100 25 0 EUR
TUI Beteiligungs GmbH, Hanover 1 Germany 100 202,012.3 0 EUR
TUI Brasil Operadora e Agencia de Viagens LTDA , Curitiba Brazil 100 – 3,761.1 – 3,861.1 BRL
TUI Business Services GmbH, Hanover 1 Germany 100 25 0 EUR
TUI Canada Holdings, Inc, Toronto Canada 100 394,226.7 – 3.3 CAD
TUI Chile Operador y Agencia de Viajes SpA, Santiago Chile 100 35,955.5 – 32,589.6 CLP
TUI China Travel CO . Ltd., Beijing China 75 – 11,206.2 2,139.5 CNY
TUI Colombia Operadora y Agencia de Viajes SA S , Bogota Colombia 100 28,993 – 85,807 COP
TUI Group Fleet Finance Limited, Luton 3 United Kingdom 100 7,934 1,434 EUR
TUI Group Services GmbH, Hanover 1 Germany 100 18,146.3 0 EUR
TUI Group UK Healthcare Limited, Luton United Kingdom 100 0 0 GBP
TUI Group UK Trustee Limited, Luton United Kingdom 100 0 0 GBP
TUI Immobilien Services GmbH, Hanover 1 Germany 100 73,958.2 0 EUR
TUI India Private Limited, New Delhi India 100 – 139,650.2 – 239,650.2 INR
TUI InfoTec GmbH, Hanover 1 Germany 100 12,863.3 0 EUR
TUI International Holiday (Malaysia) Sdn. Bhd., Kuala Lumpur 9 Malaysia 100
TUI Leisure Travel Service GmbH, Neuss 1 Germany 100 103 0 EUR
TUI LTE Viajes S.A de C.V, Mexico City Mexico 100 – 2,710.8 – 497.2 MXN
TUI Spain, SLU , Madrid Spain 100 3,250 – 5,224.8 EUR
TUI Travel Amber E&W LLP, Luton United Kingdom 100 0 0 GBP
TUI Travel Aviation Finance Limited, Luton United Kingdom 100 77,765 27,928 USD
TUI Travel Common Investment Fund Trustee Limited, Luton United Kingdom 100 0 0 GBP
TUI Travel Group Management Services Limited, Luton United Kingdom 100 0 0 GBP
TUI Travel Group Solutions Limited, Luton United Kingdom 100 95,496 – 30,097.8 GBP
TUI Travel Holdings Limited, Luton United Kingdom 100 597,269 112,681 GBP
TUI Travel Limited, Luton United Kingdom 100 298,000 429,000 GBP
TUI Travel Nominee Limited, Luton United Kingdom 100 0 0 GBP
TUI Travel Overseas Holdings Limited, Luton United Kingdom 100 93,001 – 1,143 GBP
TUI -Hapag Beteiligungs GmbH, Hanover 1 Germany 100 25 0 EUR
Hapag-Lloyd Reisebüro Hagen Verwaltungs GmbH, Hanover Germany 70 20.2 – 0.3 EUR
HV Finance S.A.S., Levallois-Perret France 100 – 180.6 7.3 EUR
Loc Vacances S.A.R.L., Chartres de Bretagne France 100 93.4 13.1 EUR
L' TUR Polska Sp.z o.o., Stettin Poland 100 279.5 22.2 PLN
L' TUR S.A.R.L., Schiltigheim France 100 80.8 62.9 EUR
Magic Life GmbH in Liqu., Vienna Austria 100 129.8 8.6 EUR
Magyar TUI Utazásszervezö, Kereskedelmi és Szolgáltató Kft.,
Budapest 5 Hungary 100 819 – 937 HUF
New Eden S.A., Marrakesh Morocco 100 208.4 – 67 MAD
NOF Sociedade Imobiliaria, Lda, Lisboa Portugal 100 82.7 – 8.6 EUR
Reisefalke GmbH, Vienna Austria 60 – 825.3 1,085.1 EUR
Societe de Gestion du resort Al Baraka, Marrakesh Morocco 100 – 16,424 – 10,336 MAD
STAR TOURS Reisedienst GmbH, Hamburg 1 Germany 100 25.7 0 EUR
TLT Urlaubsreisen GmbH, Hanover 1 Germany 100 28.1 0 EUR
Transat Développement SA S , Ivri-sur-Seine France 100 27.4 1.5 EUR
TUI 4 U Poland sp.zo.o., Warsaw Poland 100 1,466.2 41.5 PLN
TUI d.o.o., Maribor Slovenia 100 16.9 – 0.8 EUR
TUI Magyarország Utazasi Iroda Kft., Budapest Hungary 100 25,726 3,325 HUF
TUI Reisecenter GmbH, Salzburg Austria 100 24.4 – 2.2 EUR
TUI ReiseCenter Slovensko s.r.o., Bratislava Slovakia (Slovak Republic) 100 34.3 33.9 EUR
TUI Travel Cyprus Limited, Nikosia Cyprus 100 21.9 2.5 EUR
TUIF ly Academy Brussels, Zaventem Belgium 100 340.4 97.3 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 40.8 0.7 EUR
Clubhotel Kleinarl GmbH, Flachau Austria 24 53.6 2.6 EUR
Clubhotel Kleinarl GmbH & Co KG , Flachau Austria 24 8,115.7 ** EUR
Clubhotel Management A.E., Athens Greece 100 – 4,087.2 – 5,359.3 EUR
Emder Hapag-Lloyd Reisebüro GmbH & Co. KG , Emden Germany 50 10.2 ** EUR
Emder Hapag-Lloyd Reisebüro Verwaltungs GmbH, Emden Germany 50 27.1 0.3 EUR
E TA Turizm ve Yatirim Isletmeleri A.S., Ankara 6 Turkey 15
FIRST-K VG Reisebüro Hameln GmbH, Hameln Germany 50 30.4 – 32.2 EUR
Quinta da Ria Empreendimentos do Algarve, S.A., Vila Nova de Cacela Portugal 33 – 5,402.4 – 241.6 EUR
Smart Data Solution Co Ltd, Bangkok Thailand 49 4,340.9 322.2 THB
STIVA General Partnership, Dublin Ireland 25 0 EUR
28 N O T E S » O T H E R N O T E S
Südwest Presse + Hapag-Lloyd Reisebüro GmbH & Co.KG , Ulm Germany 50 100 ** EUR
Südwest Presse + Hapag-Lloyd Reisebüro Verwaltungs GmbH, Ulm Germany 50 21.4 0.2 EUR
TR AVEL S tar Touristik GmbH & Co. OHG , Vienna Austria 50 82 ** EUR
26 companies are not included in the list of shareholdings according to section 286 (3) sentence 1 of the German Commercial Code.
N A M E A N D D O M I C I L E O F C O M PA N Y N A M E A N D D O M I C I L E O F G E N E R A L PA R T N E R S
Clubhotel Kleinarl GmbH & Co KG , Flachau Clubhotel Kleinarl GmbH, Flachau
Emder Hapag-Lloyd Reisebüro GmbH & Co. KG , Emden Emder Hapag-Lloyd Reisebüro Verwaltungs GmbH, Emden
FIRST Reisebüro Güttler GmbH & Co. KG , Dormagen FIRST Reisebüro Güttler Verwaltungs GmbH, Hannover
Foban Beteiligungs GmbH & Co. Vermietungs- KG , Pullach Foban Beteiligungs GmbH, Pöcking
Gebeco Gesellschaft für internationale Begegnung Gebeco Verwaltungsgesellschaft mbH, Kiel
und Cooperation mbH & Co. KG , Kiel
Hapag-Lloyd Reisebüro Hagen GmbH & Co. KG , Hannover Hapag-Lloyd Reisebüro Hagen Verwaltungs GmbH, Hannover
Südwest Presse + Hapag-Lloyd Reisebüro GmbH & Co.KG , Ulm Südwest Presse + Hapag-Lloyd Reisebüro Verwaltungs GmbH, Ulm
travel-Ba.Sys GmbH & Co KG , Mülheim an der Ruhr travel-Ba.Sys Beteiligungs GmbH, Mülheim an der Ruhr
TUI-Haus Verwaltung GmbH & Co. Vermietungs-KG , Pullach i. Isartal TUI -Haus Verwaltung GmbH, Pöcking
N O T E S » O T H E R N O T E S 29
Exchange rates
Exchange rates
EURO Average
Currency ISO Code exchange rate 1 EURO =
Exchange rates
EURO Average
Currency ISO Code exchange rate 1 EURO =
Exchange rates
EURO Average
Currency ISO Code exchange rate 1 EURO =
DE VELOPME NT OF
FIXED A SSE T S
Development of Fixed Assets of TUI AG for the period from 1 Oct 2017 to 30 Sep 2018
Historical cost
Balance at Balance at
€ ‘000 1 Oct 2017 Additions Disposals Reclassification 30 Sep 2018
Intangible assets
Concessions, industrial property rights and similar rights
and values 9,025 100 1,813 – 7,312
Payments on account 1,333 3,144 – – 4,477
10,358 3,244 1,813 – 11,789
Investments
Shares in Group companies 8,533,178 965,547 – – 9,498,725
Loans to Group companies 464,397 107,237 48,232 – 523,402
Investments 344,771 6,757 – – 351,528
Securities held as fixed assets 4,903 – 87 – 4,816
Other loans 1 – 1 – –
Payments on account – 993 – – 993
9,347,250 1,080,534 48,320 – 10,379,464
1 Depreciation/amortisation includes an amount of € 1.1 m relating to the recognition of depreciation/amortisation suspended in prior years.
DEVELOPMENT OF FIXED ASSETS 33
CORPOR ATE
GOVERNA NCE REPORT
For our Corporate Governance Report (corporate governance statement pursuant to section 289a of the German Com-
mercial Code and Declaration of Compliance with the Corporate Governance Code pursuant to section 161 of the
German Stock Corporation Act in combination with section 3.10 of the German Corporate Governance Code), we refer
to our website at:
www.tuigroup.con/en-en/investors/reports-and-presentations
As part of the combined Management Report of TUI AG and the TUI Group, the Corporate Governance Report is includ-
ed in our printed Annual Report 2018 for the TUI Group and is also available online from the microsite:
http://annualreport2018.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 reporting principles, the consolidated financial
statements give a true and fair view of the net assets, financial posi-tion 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 includ-ing 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 Group.
Friedrich Joussen
Birgit Conix
David Burling
Sebastian Ebel
Dr. Elke Eller
Frank Rosenberger
INDEPENDENT AUDITOR’S REPORT 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 2018, and the statement of profit and loss for the financial year from 1 October 2017 to 30
September 2018, and the notes to the financial statements, including the presentation of the recognition and measure-
ment policies presented therein. In addition, we have audited the management report of TUI AG , Berlin and Hanover/
Germany, for the financial year from 1 October 2017 to 30 September 2018. In accordance with the German legal re-
quirements, we have not audited the content of the parts of the combined management report listed in the Appendix
to the Independent 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 2018 and of its financial performance for the financial year from 1
October 2017 to 30 September 2018 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 Independent Auditor’s Report.
Pursuant to § [Article] 322 Abs. [paragraph] 3 Satz [Sentence] 1 HGB [Handelsgesetzbuch: German Commercial Code],
we declare that our audit has not led to any reservations relating to the legal compliance of the annual financial state-
ments and of the combined management report.
We conducted our audit of the annual financial statements and of the combined management report in accordance with
§ 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 prom-
ulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW ). We performed the audit
of the annual financial statements in supplementary compliance with the International Standards on Auditing (ISA s).
Our responsibilities under those requirements, principles and standards are further described in the “Auditor’s Respon-
sibilities 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 Company in accordance with the requirements of European law and Ger-
man commercial and professional law, and we have fulfilled our other German professional responsibilities in accord-
ance with these requirements. In addition, in accordance with Article 10 (2) Point (f) of the EU Audit Regulation, we
36 INDEPENDENT AUDITOR’S REPORT
declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions
on the annual financial statements and on the combined management report.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
annual financial statements for the financial year from 1 October 2017 to 30 September 2018. These matters were
addressed 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 as at 30 September 2018, TUI AG discloses long-term financial assets of mEUR
7,998.8. Of this, mEUR 7,203.0 relate to shares in Group companies and mEUR 339.4 to investments.
The financial assets are tested for impairment by the Company at least once a year. Valuation is by means of a valuation
model based on the Discounted Cash Flow method.
The result of this valuation depends to a great extent 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 issue is a key
audit matter.
The Company’s disclosures on financial assets are contained in the section “Accounting and measurement methods”
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-spe-
cific 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.
INDEPENDENT AUDITOR’S REPORT 37
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 parts of the combined management report whose contents were not audited listed in the Appendix to the Inde-
pendent Auditor’s Report
• the responsibility statement by management relating to the financial statements and to the combined management
report pursuant to § 264 Abs. 2 Satz 3 and § 289 Abs. 1 Satz 5 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.
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 mate-
rial respects, with the requirements of German commercial law applicable to business corporations, and that the annu-
al 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 control as it, in accordance with German Legally Required Accounting Principles, has de-
termined necessary to enable the preparation of annual financial statements that are free from material 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 con-
cern. 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 annu-
al financial statements, complies with German legal requirements, and appropriately presents the opportunities and
risks of future development. In addition, the Management Board is responsible for such arrangements and measures
(systems) as it has considered necessary to enable the preparation of a combined management report that is in accord-
ance 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
38 INDEPENDENT AUDITOR’S REPORT
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 §
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 ) and in supplemen-
tary compliance with the ISA s 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.
We exercise professional judgement 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 de-
tecting 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 effective-
ness 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 uncer-
tainty exists, we are required to draw attention in the auditor’s report to the related disclosures in the annual finan-
cial statements and in the combined management report or, if such disclosures are inadequate, to modify our respec-
tive 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.
INDEPENDENT AUDITOR’S REPORT 39
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 independ-
ence 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 mat-
ters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter.
We were elected as auditor by the annual general meeting on 13 February 2018. We were engaged by the supervisory
board on 26 March/15 April 2018. We have been the auditor of TUI AG , Berlin and Hanover/Germany, without interrup-
tion 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 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
WHOSE CONTENTS ARE UNAUDITED
We have not audited the content of the following parts of the combined management:
• the non-financial group statement pursuant to §§ 315b and 315c HGB included in section “Non-financial group state-
ment” of the combined management report and
• the statement on corporate governance pursuant to § 289f and § 315d HGB included in section “Corporate Govern-
ance Report/Statement on Corporate Governance” of the combined management report.
Deloitte GmbH
Wirtschaftsprüfungsgesellschaft
Schenk Dr Nardmann
Wirtschaftsprüfer Wirtschaftsprüfer
[German Public Auditor] [German Public Auditor]
40 E xecutive B oard and S upervisory B oard
Wolfgang Flintermann1 Group Director Financial Accounting & Reporting, TUI AG Großburgwedel
Dr Dierk Hirschel1 Business unit manager of the trade-unition ver.di - Vereinte Dienstleistungsgewerkschaft Berlin
Janis Kong Member of supervisory bodies in different companies London
1 Representative of the employees a) Membership in supervisory boards within the meaning of section 125 of the
2
Information refers to 30 September 2018 or date of resignation from the German Stock Corporation Act (AktG)
S upervisory Board of TUI AG in F Y 2018. b) M embership in comparable German and non-German bodies of companies
3 Chairman w ithin the meaning of section 125 of the German Stock Corporation Act (AktG)
4 Deputy Chairman
E xecutive B oard and S upervisory B oard 41
Number of
Initial Appointed TUI AG shares
Appointment until AGM Other Board Memberships 2 (direkt und indirekt)2
7 Jan 2010 2021 a) Continental AG b) Alstom S. A. 0
Knorr-Bremse AG 3 Baiterek Holding JSC
Rothschild GmbH3
15 Aug 2007 2021 600
Executive Board
Number of
TUI AG
shares (direct
Name Department Other Board Memberships1 and indirect)1
Friedrich Joussen CEO a) Sixt SE 2 328,081
(Age 55) TUI Deutschland GmbH2
Member of the Executive Board since TUI fly GmbH2
October 2012
CEO of the Executive Board from
February 2013
Joint-CEO since December 2014
CEO since February 2016
Current appointment until October 2020
Horst Baier CFO b) RIUSA II S. A.2 40,717
(Age 61) TUI Canada Holdings Inc.
Member of the Executive Board since Sunwing Travel Group Inc.
November 2007
Current appointment until
30 September 2018
David Burling CEO a) TUI Deutschland GmbH b) TUI Travel Holdings Ltd. 16,300
(Age 50) Markets & Airlines TUI fly GmbH TUI Travel Ltd.
Member of the Executive Board since First Choice Holidays Ltd.
June 2015 First Choice Holidays & Flights Ltd.
Current appointment until May 2021 Sunwing Travel Group Inc.
First Choice Olympic Ltd.
TUI Sverige AB
TUI Travel Holdings Sweden AB
TUI Nordic Holdings Sweden
ABT homson Travel Group
(Holdings) Ltd.
TUI Travel Overseas Holdings Ltd.
TUI Canada Holdings Inc.
TUI Northern Europe Ltd.
TUI Travel Group Management
Services Ltd.
TUI UK Transport Ltd.
Birgit Conix CFO 0
(Age 53)
Member of the Executive Board since
July 2018
Current appointment until July 2021
Sebastian Ebel CEO a) TUI Cruises GmbH b) RIUSA II S. A. 250
(Age 55) Hotels & Resorts, BRW Beteiligungs AG TUI Spain S. A.
Member of the Executive Board since Cruises, Eintracht Braunschweig TUI Suisse Ltd.2
December 2014 Destination GmbH & Co KG 2
Current appointment until November 2020 Experiences Eves Information Technology AG 2
Dr Elke Eller HR , Labour a) K+S AG b) TUI Nederland N. V. 12,545
(Age 56) Director TUI Deutschland GmbH TUI Belgium N. V.
Member of the Executive Board since TUI fly GmbH
October 2015
Current appointment until October 2021
Frank Rosenberger CIO and a) TUI Deutschland GmbH 0
(Age 50) New Markets Peakwork AG
Member of the Executive Board since
January 2017
Current appointment until December 2019
1 Informationrefers to 30 September 2018 or date of resignation a) Membership in Supervisory Boards required by law within the meaning of section
from the Excecutive Board in F Y 2018. 125 of the German Stock Corporation Act (AktG)
2 Chairman b) Membership in comparable Boards of domestic and foreign companies within
the meaning of section 125 of the German Stock Corporation Act (AktG)
E xecutive B oard and S upervisory B oard 43
Five-year summary
BALANCE SHEET
€ million 2013/14 2014/15 2015/16 2016/17 2017/18
Assets
P R O F I T A N D L O S S S TAT E M E N T
€ million 2013/14 2014/15 2015/16 2016/17 2017/18
P R O F I T A P P R O P R I AT I O N
€ million 2013/14 2014/15 2015/16 2016/17 2017/18
FINANCIAL CALENDER
13 DECEMBER 2018
Annual Report 2018
12 FEBRUARY 2019
Annual General Meeting 2019
12 FEBRUARY 2019
Quarterly Statement Q1 2019
MARCH 2019
Pre-Close Trading Update
M AY 2 0 1 9
Half-Year Financial Statement 2019
AUGUST 2019
Quarterly Statement Q3 2019
DECEMBER 2019
Annual Report 2019
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
Michael Neuhaus
The annual financial statements and the management report of TUI AG for the
financial year 2018 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 2018.
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