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REG-TUI AG TUI AG: Q3 Interim Financial Report 1 October 2021 – 30 June 2022

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TUI AG (TUI)
TUI AG: Q3 Interim Financial Report 1 October 2021 – 30 June 2022

10-Aug-2022 / 08:00 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

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                                                   Q3 Interim

                                                Financial Report

                                                        

                                         1 October 2021 – 30 June 2022

 

 

 

 

Content

 1 Interim Management Report

 2 Summary

 3 Report on changes in expected development

 4 Structure and strategy of TUI Group

 5 Consolidated earnings

 6 Segmental performance

 7 Financial position and net assets

 8 Comments on the consolidated income statement

 9 Alternative performance measures

 10 Other segment indicators

 11 Corporate Governance

 12 Risk and Opportunity Report

 13 Unaudited condensed consolidated Interim Financial Statements

 14 Notes

 15 General

 16 Accounting principles

 17 Group of consolidated companies

 18 Acquisitions – Divestments

 19 Notes to the unaudited condensed consolidated Income Statement

 20 Notes to the unaudited condensed consolidated Statement of Financial Position

 21 Responsibility Statement

 22 Review Report

 23 Cautionary statement regarding forward-looking statements

 24 Financial calendar

 25 Contacts

 

^This Interim Financial Report of the TUI Group was prepared for the reporting period from 1 October 2021 to  30
June 2022.

 

Interim Management Report

Summary

Q3 2022 with underlying EBIT of €-27m first broadly break-even quarter post pandemic. Excluding flight
disruption costs, underlying EBIT clearly profitable at €48m. Q3 delivering further operational and financial
progress.

  • In Q3 we operated 82% of capacity1 with customers at 84% of 2019 levels, with Summer 2022 remaining well on
    track to deliver close to Summer 2019 levels.
  • 5.1m customers departed in Q3, an increase of 4.2m customers versus the prior year. Our average load factor
    in Q3 continued to be strong, at 92% for the period (Q3 2019: Load factor 90%).
  • Q3 underlying EBIT broadly break-even at €-27.0m, a strong improvement of €642.8m versus prior year
    (Q3 2021: €-669.8m loss).
  • Excluding the impact of additional flight disruption costs of €75m, the Group underlying EBIT was clearly
    profitable at €48m.
  • In Q3 Cruises and TUI Musement reported the first positive underlying EBIT contributions since the start of
    the pandemic, in addition to Hotels & Resorts delivering a fourth sequential positive quarter, already back
    to 2019 levels.
  • The combination of unparalleled industry ramp-up after the COVID 19-pandemic compounded by a tight labour
    market, has seen the aviation industry confronted with significant operational issues and disruptions,
    resulting in the increase of delayed departures and flight cancellations. This has been mainly caused by
    third party suppliers and airports due to a shortage in ground handling and airports security staff,
    reliability issues with lease-in partners and supplier maintenance delays. As a result, disruption costs
    increased by €75m in Q3, primarily due to significantly increased FDC2 events in the UK, and costs
    introduced relating to mitigations. In response, we have swiftly introduced several mitigations to improve
    resilience and customer experience, including the doubling of our standby aircraft, active management of
    third parties and increased TUI staff at key customer touch points. Flight disruptions during Q4 still
    remain at elevated levels and it remains too early to estimate the impact for Q4 2022, however, we expect
    these disruptions to normalise for future seasons.

We remain committed to operate the Summer programme with as minimum impact to customers as possible. TUI Airline
has carried 4.8m passengers3 in May and June with 96% of customers arriving without any major impact4, despite
operational issues at airports. Cancellations are rare compared to other airlines, with less 200 outbound
flights cancelled in May and June, representing significantly less than 1% of the Summer programme.

  • On 30 June 2022, Silent Participation II of €671m was repaid in full, plus interest due, to WSF (Economic
    Stabilisation Fund). The repayment was made with the proceeds from the equity capital increase in May 2022
    and from existing cash funds. Including interest, TUI repaid €725 m to WSF. Due to the continued strong
    performance of the operating business, the existing and currently undrawn KfW credit lines were also reduced
    from €2.4bn to €2.1bn as previously announced.
  • Significantly positive operating cash flow in Q3 2022, driven by positive EBITDA and a significant working
    capital inflow from customer bookings.
  • Strong liquidity position5 of €3.9bn as of 5 August 2022, post hand-backs of state support in April and June
    2022.
  • Continued delivery of our Global Realignment Programme – we expect to deliver a further 20% of our ~€400m
    p.a. target cost savings in financial year 2022 (€240m already delivered in financial year 2021, with the
    remainder on track to be delivered in financial year 2023).
  • We re-confirm our expectations to return to significant positive underlying EBIT for financial year 20224
    and remain committed to further reducing debt and German Government exposure.

 

 

 

1 Available seat (risk) capacities

2 FDC Flight disruption costs for delays > 3 hours

3 4.8m passengers reflect outbound and return sectors

4 < 3 hours delay from arrival time

5 Available liquidity defined as available cash plus committed lines including financing packages

 

Tourism – A force for good: People, Planet & Progress

  • Sustainability is top priority for CEO and Boards. The Agenda will be presented in detail in Autumn 2022.
  • Highest standards: As an industry leader we seek to actively shape a more sustainable future for tourism
    through highest sustainability standards.
  • Science-based: TUI has committed to the Science Based Targets initiative (SBTi) and has submitted hotel,
    cruise and airline reduction targets for approval.
  • Blueprint for industry: We want to develop a sustainable destination of the future with the Greek government
    and Island of Rhodes: Co-Lab Rhodes.

 

 

TUI Group - financial highlights
                                                                                             
€ million                   Q3 2022   Q3 2021    Var. %     9M 2022     9M 2021    Var. %     Var. % at constant
                                                                                                        currency
Revenue                     4,433.2     649.7   + 582.4     8,930.8     1,365.9   + 553.8                + 545.7
Underlying EBIT1                                                                                                
Hotels & Resorts              104.9    - 70.3     n. a.       189.7     - 268.6     n. a.                  n. a.
Cruises                         3.0    - 81.3     n. a.     - 102.3     - 234.6    + 56.4                 + 58.0
TUI Musement                   13.8    - 34.7     n. a.      - 15.7      - 96.7    + 83.8                 + 83.4
Holiday Experiences           121.6   - 186.3     n. a.        71.7     - 599.9     n. a.                  n. a.
Northern Region              - 93.1   - 289.8    + 67.9     - 445.7     - 708.1    + 37.1                 + 39.1
Central Region                 23.9   - 105.4     n. a.      - 51.8     - 377.4    + 86.3                 + 85.9
Western Region               - 70.2    - 87.6    + 19.9     - 159.5     - 247.3    + 35.5                 + 34.5
Markets & Airlines          - 139.4   - 482.7    + 71.1     - 657.1   - 1,332.8    + 50.7                 + 51.5
All other segments            - 9.3     - 0.8     n. a.      - 45.1      - 45.9     + 1.6                  + 4.4
TUI Group                    - 27.0   - 669.8    + 96.0     - 630.5   - 1,978.6    + 68.1                 + 68.5
EBIT1                        - 42.5   - 748.0    + 94.3     - 657.0   - 2,046.6    + 67.9                       
Underlying EBITDA             180.8   - 448.7     n. a.       - 7.7     -1304.8    + 99.4                       
EBITDA2                       171.2   - 491.4     n. a.      - 14.2   - 1,322.9    + 98.9                       
Group loss                  - 331.2   - 939.8    + 64.8   - 1,039.1   - 2,438.0    + 57.4                       
Earnings per share      €     -0.22     -0.85    + 74.1       -0.68       -2.66    + 74.4    
Net capex and                 152.0    - 14.4     n. a.       288.7     - 122.8     n. a.    
investment
Equity ratio (30 June)3 %                                     - 1.2       - 3.6     + 2.4    
Net debt (30 June)                                        - 3,314.1   - 6,348.7    - 47.8    
Employees (30 June)                                          60,058      46,518    + 29.1    

Differences may occur due to rounding.

1 We define the EBIT in underlying EBIT as earnings before interest, income taxes and result of the  measurement
of the Group’s interest hedges. For further details please see page 16.

2 EBITDA  is defined  as  earnings before  interest,  income taxes,  goodwill  impairment and  amortisation  and
write-ups of other intangible assets, depreciation and  write-ups of property, plant and equipment,  investments
and current assets.

3 Equity divided by balance sheet total in %, variance is given in percentage points.

All change figures refer to the same period of the previous year, unless otherwise stated.

 

  • Q3 2022 Group revenue of €4.4bn improved by €3.8bn year-on-year (Q3 2021: €0.6bn), reflecting the more
    normalised travel environment versus prior year. Q3 2022 Group underlying EBIT was broadly break-even with
    €-27.0m, a strong improvement of €642.8m versus prior year (Q3 2021: €-669.8m loss). Excluding the impact of
    additional flight disruption costs of €75m, the Group underlying EBIT was clearly profitable at €48m.

 

  • 9M 2022 Group revenue of €8.9bn was up €7.6bn versus previous year (9M 2021: €1.4bn). The Group's 9M 2022
    operating loss (underlying EBIT) of €-630.5m decreased by €1,348.1m compared to previous year (9M 2021:
    €-1,978.6m).

 

Trading update

 

Booking momentum for Summer 2022 remains encouraging, we are confident the season will be close to 2019 levels

  • Solid pipeline of 11.5m bookings1 for Summer 2022, with 3.9m bookings added since our H1 2022 Report on
    11 May 2022.
  • Summer 2022 bookings are 90% of Summer 2019 levels, up 5%pts from 85% at our H1 announcement. Booking
    momentum remains encouraging, with levels in line with normalised Summer 2019 levels, as a result of a
    return to a more pre-pandemic environment of restriction-free travel.
  • ASP continues to be strong at up 18%, reflecting a higher mix of package products and the popularity of our
    summer holidays.
  • The UK remains our most advanced market in terms of bookings with cumulative volumes remaining well ahead of
    Summer 2019 at + 5%, demand in Germany since our H1 update is particularly encouraging with bookings up
    c.20% compared to the same period of Summer 2019.
  • Supported by the latest booking trends, particularly in mainland Europe, combined with a later booking
    profile, we are confident in our Summer 2022 capacity assumption of close to normalised 2019 Summer levels.
  • Winter 2022/23 bookings1 are currently at a very early stage, with only the UK market currently booked as
    usual at this point of time. The UK have started positively with volumes up 16% compared to the same stage
    of Winter 2018/19 with the programme c.27% sold. As usual, we expect to update on Winter 2022/23 performance
    with our Trading Update in September 2022 as we see the later booking profile as experienced this Summer to
    also continue into the Winter.
  • Hotels & Resorts –The segment delivered a fourth consecutive quarter of positive underlying EBIT since the
    start of the pandemic and is already back to 2019 levels. The Canaries, Balearics, Greece and Turkey are our
    key summer destinations for both Markets & Airlines and third-party customers. We expect occupancies and
    average rates to continue to develop through Q4 2022, with the short-term booking environment to continue to
    contribute significantly to a strong Summer. Our integrated model and growing ability to distribute
    successfully directly to customers support the development.
  • Cruises – Mein Schiff and Hapag-Lloyd Cruises are currently operating a full fleet of twelve ships, resuming
    itineraries in the Western and Eastern Mediterranean and around the world, with Asia itineraries resuming in
    Winter 2022/23. Marella Cruises is currently operating a full fleet of four ships in the Canaries and the
    Caribbean. Cruises continue to recover into Q4, with occupancies building steadily at higher rates.
    Short-term bookings continue to represent a large share of overall bookings.
  • TUI Musement – Benefitting from our increased inventory of products offered in global cities as well as sun
    and beach locations, we expect excursions, activities and tours to develop ahead of the capacity assumptions
    of our Markets & Airlines for Q4, as third-party sales return, in line with a return to a more normalised
    pre-pandemic travel environment.

 

1 Bookings up to 31 July 2022 compared to Summer 2019 and Winter 2018/19 programme (undistorted by COVID-19
effects and thus provide an appropriate benchmark) and relate to all customers whether risk or non-risk

 

 

 

Global Realignment Programme – Targeted savings ~€400m p.a. by financial year 2023

In May 2020, we announced our Global Realignment Programme to address group-wide costs, with a target of
permanently saving more than €400m per annum by financial year 2023.

 

In the financial year ending September 2021, ~60% (€240m) of our announced targeted savings were delivered.
Savings have been most significantly delivered across the Markets & Airlines division (~85% of savings to date).

 

We expect to deliver a further ~20% (€80m) of our targeted savings in financial year 2022 and we remain on track
to deliver the full programme benefits by end of financial year 2023.

 

Net debt

30 June 2022 net debt position of €-3,314.1m is a year-on-year improvement of €3,034.6m (30 June 2021:
€6,348.7m), driven by positive cash flow as bookings and operations recover, and net of repayments from our
capital increases completed in financial year 2022 net of the repayments made to WSF in Q3 2022.

 

Strategic priorities

Ongoing priorities – we will continue with our disciplined cash management, drive operating effectiveness,
whilst maximising opportunities to de-lever, continue the reduction of debt and German government exposure in
order to return to a solid balance sheet. Mid-term ambitions – we expect underlying EBIT to significantly build
on financial year 2019, driven by both top-line growth and benefits from our Global Realignment Programme, with
a target to return to gross leverage ratio of less than 3.0x.

 

Our growth opportunities will be driven by the expansion of our TUI Musement tours & activities segment, which
will benefit from both our integration as well as growth through third party sales, accelerated digitalisation,
our increased offer of dynamic packaging, growth through asset-right financing structures and execution of our
Global Realignment Programme. The combination of these drivers will enable us to emerge stronger, leaner, more
digitalised and more agile, and ready to exploit market recovery and growth opportunities.

 

TUI is strategically well positioned and will continue to benefit from the strong rebound in the leisure
industry.

 

Report on changes in expected development

The impact of the pandemic and the war in Ukraine on customer behaviour remains difficult to predict. The
greatest area of uncertainty will be the impact on consumer confidence, should travel restrictions be
reintroduced, should there be further cost inflation volatility and/or an escalation of the war in Ukraine. In
view of these considerable uncertainties, the Executive Board continues to believe that it is not in a position
to issue a specific, quantified forecast for the financial year 2022.

 

Against the backdrop of current bookings and the business performance to date, we confirm our expectation in the
2021 Annual Report of a significant improvement in TUI Group's underlying EBIT compared with 2021 and, unchanged
from our Half-Year Financial Report H1 2022, expect to return to a significantly positive underlying EBIT in the
current financial year. 

 

We continue to consider the remaining assumptions for the financial year 2022 made in the Annual Report 2021 to
be valid.

 

  • See also TUI Group Annual Report 2021 page 50 ff

 

 

Structure and strategy of TUI Group

Reporting structure

The present Interim Report for 9M 2022 is based on TUI Group’s reporting structure set out in the Consolidated
Financial Statements of TUI AG as at 30 September 2021.

 

  • See TUI Group Annual Report 2021 from page 28

 

Group strategy

The TUI Group's strategy outlined in the Annual Report 2021 will be continued in the current financial year.

 

  • See TUI Group Annual Report 2021 from page 25

 

 

Consolidated earnings

Revenue
                                                                                            
€ million                          Q3 2022   Q3 2021    Var. %   9M 2022   9M 2021    Var. %
Hotels & Resorts                     259.5      74.0   + 250.7     638.8     157.9   + 304.5
Cruises                              103.3       1.1     n. a.     178.8       2.7     n. a.
TUI Musement                         158.6      19.0   + 734.7     287.4      37.5   + 665.5
Holiday Experiences                  521.4      94.1   + 454.1   1,105.0     198.2   + 457.5
Northern Region                    1,762.8      56.0     n. a.   3,262.9     215.1     n. a.
Central Region                     1,449.1     370.3   + 291.3   3,053.8     707.7   + 331.5
Western Region                       683.2     120.5   + 467.0   1,465.5     222.6   + 558.4
Markets & Airlines                 3,895.1     546.8   + 612.3   7,782.2   1,145.5   + 579.4
All other segments                    16.7       8.7    + 92.0      43.6      22.3    + 95.3
TUI Group                          4,433.2     649.7   + 582.3   8,930.8   1,365.9   + 553.8
TUI Group (at constant currency)   4,394.8     649.7   + 576.4   8,819.1   1,365.9   + 545.7

 

 

Underlying EBIT
                                                                               
€ million             Q3 2022   Q3 2021   Var. %   9M 2022     9M 2021   Var. %
Hotels & Resorts        104.9    - 70.3    n. a.     189.7     - 268.6    n. a.
Cruises                   3.0    - 81.3    n. a.   - 102.3     - 234.6   + 56.4
TUI Musement             13.8    - 34.7    n. a.    - 15.7      - 96.7   + 83.8
Holiday Experiences     121.6   - 186.3    n. a.      71.7     - 599.9    n. a.
Northern Region        - 93.1   - 289.8   + 67.9   - 445.7     - 708.1   + 37.1
Central Region           23.9   - 105.4    n. a.    - 51.8     - 377.4   + 86.3
Western Region         - 70.2    - 87.6   + 19.9   - 159.5     - 247.3   + 35.5
Markets & Airlines    - 139.4   - 482.7   + 71.1   - 657.1   - 1,332.8   + 50.7
All other segments      - 9.3     - 0.8    n. a.    - 45.1      - 45.9    + 1.7
TUI Group              - 27.0   - 669.8   + 96.0   - 630.5   - 1,978.6   + 68.1

 

 

EBIT
                                                                               
€ million             Q3 2022   Q3 2021   Var. %   9M 2022     9M 2021   Var. %
Hotels & Resorts        104.8    - 74.8    n. a.     211.6     - 273.1    n. a.
Cruises                   3.0    - 81.3    n. a.   - 102.3     - 234.6   + 56.4
TUI Musement             11.0    - 46.1    n. a.    - 22.3     - 113.2   + 80.3
Holiday Experiences     118.8   - 202.1    n. a.      87.0     - 621.0    n. a.
Northern Region        - 97.0   - 293.1   + 66.9   - 457.7     - 734.1   + 37.7
Central Region           15.7   - 110.6    n. a.    - 77.3     - 334.7   + 76.9
Western Region         - 71.1   - 102.0   + 30.3   - 161.8     - 268.5   + 39.7
Markets & Airlines    - 152.3   - 505.6   + 69.9   - 696.8   - 1,337.3   + 47.9
All other segments      - 9.0    - 40.3   + 77.7    - 47.3      - 88.3   + 46.4
TUI Group              - 42.5   - 748.0   + 94.3   - 657.0   - 2,046.6   + 67.9

 

 

 

Segmental performance

Holiday Experiences
                                                                                                
€ million                              Q3 2022   Q3 2021    Var. %   9M 2022   9M 2021    Var. %
Revenue                                  521.4      94.1   + 454.1   1,105.0     198.2   + 457.5
Underlying EBIT                          121.6   - 186.3     n. a.      71.7   - 599.9     n. a.
Underlying EBIT at constant currency     117.5   - 186.3     n. a.      67.2   - 599.9     n. a.

 

 

Hotels & Resorts
                                                                                                        
€ million                                      Q3 2022   Q3 2021    Var. %   9M 2022   9M 2021    Var. %
Total revenue1                                   385.2     135.4   + 184.5     909.8     282.2   + 222.4
Revenue                                          259.5      74.0   + 250.7     638.8     157.9   + 304.6
Underlying EBIT                                  104.9    - 70.3     n. a.     189.7   - 268.6     n. a.
Underlying EBIT at constant currency             100.8    - 70.3     n. a.     181.7   - 268.6     n. a.
Capacity hotels total2 ('000)                   10,738     6,640    + 61.7    26,267    16,058    + 63.6
Riu                                              3,514     2,750    + 27.8    10,004     7,532    + 32.8
Robinson                                         1,046       594    + 76.2     2,367     1,194    + 98.2
Blue Diamond                                     1,364     1,289     + 5.8     4,030     3,321    + 21.4
Occupancy rate hotels total3                        74        48      + 26        68        44      + 24
(in %, variance in % points)
Riu                                                 88        59      + 29        77        48      + 29
Robinson                                            61        48      + 13        59        48      + 11
Blue Diamond                                        82        57      + 25        78        46      + 32
Average revenue per bed hotels total4               73        70     + 3.7        76        67    + 13.7
(in €)
Riu                                                 63        56    + 12.6        66        56    + 19.0
Robinson                                            94        98     - 4.1       101        95     + 6.2
Blue Diamond                                       140       104    + 34.6       135        99    + 36.5
Revenue includes fully consolidated companies, all other KPIs incl. companies measured at equity
1 Total revenue includes intra-Group revenue                                                      
2 Group owned or leased hotel beds multiplied by opening days per quarter
3 Occupied Group owned or leased hotel beds divided by capacity
4 Arrangement revenue divided by occupied Group owned or leased hotel beds

 

9M 2022 revenue grew to €638.8m, an improvement of €480.9m year-on-year (9M 2021: €157.9m) reflecting the more
normalised pre-pandemic travel environment across our multiple destinations, versus the prior year. The segment
reported a 9M underlying EBIT profit of €189.7m as a result, improving by €458.3m year-on-year (9M 2021:
€-268.6m loss), with Riu delivering strong results in the Caribbean and Spanish markets in particular.

 

Q3 2022 revenue respectively grew to €259.5m, improving €185.5m year-on-year (Q3 2021: €74.0m), delivering an
underlying EBIT profit of €104.9m, an improvement of €175.2m year-on-year (Q3 2021: €-70.3m loss), the fourth
sequential quarterly positive underlying EBIT result since the start of the pandemic.

 

As of 30 June 2022, 99% of our 354 hotels were in operation (30 June 2021: 79%), allowing us to offer our guests
our entire portfolio in Summer. In Q3 2022 we operated 10.7m available bednights (capacity) which is an increase
of 4.1m available bednights versus the prior year (Q3 2021: 6.6m). Again, the popular year-round destination
Caribbean achieved a high average occupancy of 90% at a high capacity level. Towards summer, the Canaries,
Balearics, Greece and Turkey are our key summer destinations for both Markets & Airlines and third-party
customers. Q3 occupancy rate increased 26%pts year-on-year to 74% for the segment, with Riu achieving 88% in the
quarter, up 29%pts year-on-year (Q3 2021: 59%) and Blue Diamond achieving 82%, up 25%pts year-on-year (Q3 2021:
57%). This reflects the benefit of third-party sales in the Caribbean from North America and our ability to
steer our base of European customers to our own hotels e.g. in the Canaries first. Robinson average occupancy
increased by 13%pts to 61% year-on-year (Q3 2021: 48%), driven by mix as the prior year was significantly
impacted by travel restrictions.

 

Q3 2022 average daily rate increased by 4% year-on-year to €73, with Riu’s average daily rate increasing 13% to
€63 (Q3 2021: €56) and Blue Diamond average daily rate increasing 35% to €140 (Q3 2021: €104), driven by higher
average spend in the Caribbean. Robinson delivered an average rate of €94, a decrease of -4% year-on-year (Q3
2021: €98) due to mix.

 

 

Cruises
                                                                                                                
€ million                              Q3 2022       Q3 2021        Var. %       9M 2022     9M 2021      Var. %
Revenue1                                 103.3           1.1         n. a.         178.8         2.7       n. a.
Underlying EBIT                            3.0        - 81.3         n. a.       - 102.3     - 234.6      + 56.4
Underlying EBIT at constant                3.4        - 81.3         n. a.        - 98.5     - 234.6      + 58.0
currency
Occupancy (in %, variance in %                                                                                  
points)
Mein Schiff2                                70            41          + 29            59          37        + 22
Hapag-Lloyd Cruises                         57            42          + 15            50          33        + 17
Marella Cruises                             70            48          + 22            59          48        + 11
Passenger days ('000)                                                                                           
Mein Schiff2                             1,101           256       + 329.5         2,378         610     + 289.8
Hapag-Lloyd Cruises                         78            23       + 245.4           194          43     + 353.9
Marella Cruises                            461             6         n. a.           826           6       n. a.
Average daily rates3 (in €)                                                                                     
Mein Schiff2                               188           125        + 50.7           166         113      + 46.9
Hapag-Lloyd Cruises                        616           443        + 39.1           610         407      + 49.9
Marella Cruises (in £)                     160           128        + 25.0           155         128      + 21.3
1 No revenue is carried for Mein Schiff and Hapag-Lloyd Cruises as the joint venture TUI Cruises is consolidated
at equity
2 The brand Mein Schiff was reported under TUI Cruises in the previous year's periods
3 Per day and passenger                                                                                  

 

The Cruises segment comprises the joint venture TUI Cruises, which operates cruise ships under the brands
Mein Schiff and Hapag-Lloyd Cruises, and Marella Cruises.

 

9M 2022 Cruises revenue (reflecting Marella Cruises solely; TUI Cruises consisting of Mein Schiff and
Hapag-Lloyd Cruises is accounted for using the equity method), grew to €178.8m, an improvement of €176.1m
year-on-year (9M 2021: €2.7m), reflecting the recovery towards a more normalised pre-pandemic travel environment
with a full fleet in operation, versus the prior year where Marella gradually restarted their operations from
June onwards. Resultingly, 9M 2022 underlying EBIT loss for the segment (including the equity result of TUI
Cruises) was €-102.3m, an improvement of €132.3m (9M 2021: €-234.6m loss). The complete fleets of all three
brands were only in operation from April 2022 due to Omicron restrictions in the Winter months, which held back
the performance for the segment.

 

Q3 2022 revenue grew to €103.3m respectively, improving €102.2m year-on-year (Q3 2021: €1.1m), as Marella
returned to operating its full fleet of four vessels in April 2022. Q3 underlying EBIT (including equity result
for TUI Cruises) turned positive for the first time since the start of the pandemic and improved by €84.3m to
€3.0m.

 

Mein Schiff – Mein Schiff operated their full fleet of seven ships since April 2022 reflecting the recovery of
demand for Cruises towards more normalised pre-pandemic levels. Occupancy of the operated fleet in Q3 2022 was
70% as a result (Q3 2021: 41%), with cruises operated in Northern Europe and the Mediterranean during Q3, versus
shorter average duration “Blue Cruises” operated in the prior year. At €188, the average daily rate reached
pre-pandemic level (Q3 2019: 190€) and was up 51% versus prior year (Q3 2021: €125).

 

In Q3, TUI Cruises started the construction of two of three newbuildings that will complement the Mein Schiff
fleet until 2026 and bring it to nine ships. After two pandemic years, TUI Cruises is thus continuing its growth
as planned.

 

Hapag-Lloyd Cruises – Hapag-Lloyd Cruises operated their full fleet of five ships in Q3 2022. Q3 average daily
rate of operated fleet was €616, well above pre-pandemic levels (Q3 2019: 584€) and an increase of 39% on prior
year (Q3 2021: €443). Q3 occupancy of the operated fleet was 57% (Q3 2021: 42%), reflecting the increased demand
for Cruises.

 

Marella Cruises – Similarly to Mein Schiff and Hapag-Lloyd Cruises, Marella operated their full fleet of four
ships in Q3 2022. Q3 average daily rate totalled £160 with occupancy at 70%, versus a previous Q3 where Marella
gradually restarted their operations with a first ship in June 2021.

 

TUI Musement
                                                                                                        
€ million                                      Q3 2022   Q3 2021    Var. %   9M 2022   9M 2021    Var. %
Total revenue1                                   250.3      25.7   + 873.9     442.9      51.2   + 765.0
Revenue                                          158.6      19.0   + 734.7     287.4      37.5   + 666.4
Underlying EBIT                                   13.8    - 34.7     n. a.    - 15.7    - 96.7    + 83.8
Underlying EBIT at constant currency              13.4    - 34.7     n. a.    - 16.1    - 96.7    + 83.4
1 Total revenue includes intra-Group revenue                                                            

 

9M 2022 revenue of €287.4m, up €249.9m year-on-year (9M 2021: €37.5m). 9M underlying EBIT loss of €-15.7m
decreased by €81.0m year-on-year (9M 2021: €-96.7m), reflecting the recovery to a more normalised pre-pandemic
environment.

 

Q3 2022 revenue of €158.6m, up €139.6m year-on-year (Q3 2021: €19.0m). Q3 underlying EBIT was the first time
positive since the start of the pandemic and amounted to €13.8m, improving €48.5m year-on-year (Q3 2021:       
€-34.7m loss).

 

2.0m excursions, activities and tours sold in Q3 2022, an increase of 1.8m excursions versus the prior year (Q3
2021: 0.2m) reflecting the more normalised pre-pandemic travel environment across our global destinations. The
increase reflects the breadth of our coverage in both popular cities and traditional sun & beach locations,
benefitting from the advantage of our integrated model and growth of third-party sales through the Musement
platform.

 

Q3 2022 online distribution was 36% (Q3 2021: 39%) reflecting the return of destination staff in resorts versus
the prior year, in line with our hybrid in-person and online self-service model. 

 

 

Markets & Airlines
                                                                                                  
€ million                              Q3 2022   Q3 2021    Var. %   9M 2022     9M 2021    Var. %
Revenue                                3,895.1     546.8   + 612.3   7,782.2     1,145.5   + 579.4
Underlying EBIT                        - 139.4   - 482.7    + 71.1   - 657.1   - 1,332.8    + 50.7
Underlying EBIT at constant currency   - 143.0   - 482.7    + 70.4   - 646.3   - 1,332.8    + 51.5
Direct distribution mix1                    78        73       + 5        78          74       + 4
(in %, variance in % points)
Online mix2                                 55        52       + 3        55          54       + 1
(in %, variance in % points)
Customers ('000)                         5,061       876   + 477.8     9,174       1,560   + 488.1
1 Share of sales via own channels (retail and online)
2 Share of online sales
                                                                                            

9M 2022 revenue of €7,782.2m, up €6,636.7m year-on-year (9M 2021: €1,145.5m). 9M underlying EBIT loss for the
sector of €-657.1m decreased by €675.7m year-on-year (9M 2021: €-1,332.8m) reflecting the more normalised
pre-pandemic travel environment versus the prior year, with 9,174k passengers departing in financial year 2022
so far compared to 1,560k in financial year 2021.

 

Q3 2022 revenue of €3,895.1m, up €3,348.3m year-on-year (Q3 2021: €546.8m). Q3 underlying EBIT loss of        
€-139.4m, decreased significantly due to clear pent up demand by €343.3m year-on-year (Q3 2021: €-482.7m). The
result includes the impact of operational flight disruption encountered during May and June 2022 totaling €75m,
as well as savings delivered by our Global Realignment Programme across all markets.

 

A total of 5,061k customers departed in Q3, an increase of 4,185k customers versus Q3 2021. Capacity operated
was 82% of Q3 2019 levels, with an average load factor achieved of 92% for Q3 2022 (Q3 2019: 90%)

 

Northern Region
                                                                                              
€ million                              Q3 2022   Q3 2021   Var. %   9M 2022   9M 2021   Var. %
Revenue                                1,762.8      56.0    n. a.   3,262.9     215.1    n. a.
Underlying EBIT                         - 93.1   - 289.8   + 67.9   - 445.7   - 708.1   + 37.1
Underlying EBIT at constant currency    - 94.3   - 289.8   + 67.5   - 431.0   - 708.1   + 39.1
Direct distribution mix1                    94        95      - 1        94        93      + 1
(in %, variance in % points)
Online mix2                                 71        77      - 6        71        76      - 5
(in %, variance in % points)
Customers ('000)                         2,095        50    n. a.     3,511       169    n. a.
1 Share of sales via own channels (retail and online)
2 Share of online sales

 

9M 2022 revenue of €3,262.9m, up €3,047.8m year-on-year (9M 2021: €215.1m). 9M underlying EBIT loss for the
region of €-445.7m decreased by €262.4m year-on-year (9M 2021: €-708.1m) per the factors mentioned above.

 

Q3 2022 revenue of €1,762.8m, up €1,706.8m year-on-year (Q3 2021: €56.0m). Q3 2022 underlying EBIT loss for the
region of €-93.1m, decreased by €196.7m year-on-year (Q3 2021: €-289.8m), driven by ability to operate a more
normalised programme. The result was impacted by operational disruptions encountered during May and June 2022 as
a result of airport operational issues, fleet impacts and supplier issues, in addition to resilience measures,
in particular the cancellation of flying from Manchester during June to help protect the programme and reduce
the impact on our customers. 

 

Northern Region reported an increase in Q3 2022 customer volumes, with 2,095k guests departing in the quarter
representing 97% of pre-pandemic Q3 2019 volumes and versus 50k customers in Q3 2021. Online distribution for
the Region continues to be strong at 71%, up 5%pts versus pre-pandemic levels (Q3 2019: 66%). With 94% direct
distribution stood at pre-pandemic levels (Q3 2019: 94%)

 

 

Central Region
                                                                                                
€ million                              Q3 2022   Q3 2021    Var. %   9M 2022   9M 2021    Var. %
Revenue                                1,449.1     370.3   + 291.3   3,053.8     707.7   + 331.5
Underlying EBIT                           23.9   - 105.4     n. a.    - 51.8   - 377.4    + 86.3
Underlying EBIT at constant currency      23.0   - 105.4     n. a.    - 53.2   - 377.4    + 85.9
Direct distribution mix1                    58        63       - 5        57        63       - 6
(in %, variance in % points)
Online mix2                                 31        39       - 8        31        38       - 7
(in %, variance in % points)
Customers ('000)                         1,708       510   + 235.0     3,149       842   + 274.0
1 Share of sales via own channels (retail and online)
2 Share of online sales
                                                                                          

9M revenue of €3,053.8m, up €2,346.1m year-on-year (9M 2021: €707.7m). 9M underlying EBIT loss for the region of
€-51.8m, decreased by €325.6m year-on-year (9M 2021: €-377.4m) per the factors already mentioned.

 

Q3 2022 revenue of €1,449.1m, up €1,078.8m year-on-year (Q3 2021: €370.3m). Q3 underlying EBIT for the region
was positive for the first time since the start of the pandemic and amounted to €23.9m, an improvement of
€129.3m year-on-year (Q3 2021: €-105.4m loss). The result reflected the return to more normalised operating
environment with 1,708k passengers departing in the quarter, which represented 76% of Q3 2019 pre-pandemic
volumes. The Central Region result was impacted by disruption costs occurring in May and June 2022.

 

Online distribution for Central Region stood at 31%, up 7%pts versus pre-pandemic levels (Q3 2019: 24%). Direct
distribution is up 5%pts to 58% versus pre-pandemic levels (Q3 2019: 53%).

 

Western Region
                                                                                                
€ million                              Q3 2022   Q3 2021    Var. %   9M 2022   9M 2021    Var. %
Revenue                                  683.2     120.5   + 467.0   1,465.5     222.6   + 558.4
Underlying EBIT                         - 70.2    - 87.6    + 19.9   - 159.5   - 247.3    + 35.5
Underlying EBIT at constant currency    - 71.7    - 87.6    + 18.2   - 162.1   - 247.3    + 34.5
Direct distribution mix1                    80        85       - 5        81        86       - 5
(in %, variance in % points)
Online mix2                                 60        69       - 9        62        70       - 8
(in %, variance in % points)
Customers ('000)                         1,259       317   + 297.0     2,513       549   + 357.8
1 Share of sales via own channels (retail and online)
2 Share of online sales

 

9M 2022 revenue of €1,465.5m, up €1,242.9m year-on-year (9M 2021: €222.6m). 9M underlying EBIT loss for the
region of €-159.5m, decreased by €87.8m year-on-year (9M 2021: €-247.3m) per the factors already mentioned.

 

Q3 2022 revenue of €683.2m, up €562.7m year-on-year (Q3 2021: €120.5m). Q3 2022 underlying EBIT loss for the
region of €-70.2m, decreased by €17.4m year-on-year (Q3 2021: €-87.6m), driven by better departure volumes in a
more normalised pre-pandemic travel environment. The costs for flight delays and cancellations caused by
capacity overload in particular at Schiphol Airport impacted the result.

 

Western Region also saw operations ramp-up, with 1,259k customers departing in the third quarter, representing
78% of pre-pandemic Q3 2019 volumes and versus 317k customers in Q3 2021. Online distribution for region stood
at 60%, up 4%pts versus pre-pandemic levels (Q3 2019: 56%). Direct distribution is up 4%pts to 80% versus
pre-pandemic levels (Q3 2019: 76%).

 

 

All other segments
                                                                                               
€ million                               Q3 2022   Q3 2021   Var. %   9M 2022   9M 2021   Var. %
Revenue                                    16.7       8.7   + 92.0      43.6      22.3   + 95.5
Underlying EBIT                           - 9.3     - 0.8    n. a.    - 45.1    - 45.9    + 1.7
Underlying EBIT at constant currency)     - 9.1     - 0.8    n. a.    - 43.9    - 45.9    + 4.4

 

9M 2022 underlying EBIT loss of €-45.1m, improved €0.8m year-on-year (9M 2021: €-45.9m) and Q3 underlying EBIT
loss of €-9.3m, increased by €-8.5m year-on-year (Q3 2021: €-0.8m).

 

 

Financial position and net assets

Cash Flow / Net capex and investments / Net debt

As a result of the continued lifting of global travel restrictions in the course of the financial year 2022, TUI
Group was able to increase its business volume year-on-year. Nevertheless, TUI Group's operating cash inflow
continued to be impacted by the COVID-19 pandemic in the period under review. At €1,970.6m, it increased by
€3,060.0m compared to previous year, driven by an improved EBITDA and a significant inflow of working capital
from customer bookings.

 

In October 2021 and in May 2022, TUI AG carried out capital increases. This resulted in an inflow of €1,522.9m
after deduction of transaction costs for 9M 2022.

 

Net debt position as at 30 June 2022 of €3,314.1m is a year-on-year improvement of €3,034.6m (30 June 2021:
€6,348.7m). The improvement is due to the positive cash flow from the recovery of business operations and the
net proceeds from the capital increases carried out in Q1 and Q3 2022 less the repayments made to WSF in Q3.

 

 

Net debt                                                                     
                                                                       
€ million                                 30 Jun 2022   30 Jun 2021    Var. %
Financial debt                              - 1,781.5     - 4,578.9    - 61.1
Lease liabilities                           - 3,231.3     - 3,307.8     - 2.3
Cash and cash equivalents                     1,583.4       1,524.4     + 3.9
Short-term interest-bearing investments         115.5          13.6   + 749.3
Net debt                                     -3,314.1      -6,348.7    - 47.8

 

 

Net capex and investments
                                                                                           
€ million                               Q3 2022   Q3 2021    Var. %   9M 2022   9M 2021    Var. %
Cash gross capex                                                                                 
Hotels & Resorts                           67.7      22.1   + 206.3     123.7      92.0    + 34.5
Cruises                                     8.0       1.2   + 566.7      36.3      16.3   + 122.7
TUI Musement                                5.3       3.9    + 35.9      13.4       9.7    + 38.1
Holiday Experiences                        81.0      27.1   + 198.9     173.4     118.0    + 46.9
Northern Region                             6.1       2.2   + 177.3      18.9       7.6   + 148.7
Central Region                              0.4       1.2    - 66.7       5.1       3.7    + 37.8
Western Region                              1.0       1.9    - 47.4       4.4       3.5    + 25.7
Markets & Airlines*                        66.9      20.3   + 229.6      90.5      35.3   + 156.4
All other segments                         32.4      21.2    + 52.8      85.7      54.1    + 58.4
TUI Group                                 180.4      68.7   + 162.6     349.7     207.4    + 68.6
Net pre delivery payments on aircraft    - 17.3    - 54.5    + 68.3    - 61.9    - 86.1    + 28.1
Financial investments                       0.3       1.2    - 75.0       0.3      22.9    - 98.7
Divestments                              - 11.4    - 29.8    + 61.7       0.6   - 266.9     n. a.
Net capex and investments                 152.0    - 14.4     n. a.     288.7   - 122.8     n. a.

 

* Including €59.4m for Q3 2022 (Q3 2021: €15.0m) and €62.1m for 9M 2022 (9M 2021: €20.5m) cash gross capex of
the aircraft leasing companies, which are allocated to Markets & Airlines as a whole, but not to the individual
segments Northern Region, Central Region and Western Region.

 

Cash gross capex in 9M 2022 was 68.6% higher year-on-year. This increase year-on-year was mainly due to
investments in the airline sector, higher investments in Hotels & Resorts and dock periods at Marella Cruises.
Net capex and investments of €288.7m increased by €411.5m year-on-year. The divestments related mainly to the
sale and lease back of spares. In addition, a subsequent reduction of the disposal of RIU Hotels S.A. was
included, in total resulting in neutral divestments. Previous year’s divestments included sale and lease back of
spares and aircraft as well as a part of the sales proceeds of Hapag-Lloyd Kreuzfahrten to our joint venture TUI
Cruises.

 

Assets and liabilities                                                        
                                                                         
€ million                                  30 June 2022   30 Sep 2021   Var. %
Non-current assets                             11,260.1      11,222.3    + 0.3
Current assets                                  4,684.4       2,933.3   + 59.7
Total assets                                   15,944.5      14,155.7   + 12.6
Equity                                          - 190.0       - 418.4   + 54.6
Provisions                                      1,864.3       2,238.2   - 16.7
Financial liabilities                           1,781.5       3,320.8   - 46.4
Other liabilities                              12,488.7       9,015.2   + 38.5
Total equity, liabilities and provisions       15,944.5      14,155.7   + 12.6

 

Comments on the consolidated income statement

As a result of the continued easing or lifting of global travel restrictions, TUI Group was able to increase its
business volume compared with the prior-year period under review. Nevertheless, the development of revenue and
earnings in 9M 2022 continued to be significantly impacted by the measures to contain the spread of COVID-19.
TUI Group’s results generally also reflect the significant seasonal swing in tourism between the winter and
summer travel months, however this period the impact is less evident due to the COVID-19 pandemic.

 

In 9M 2022, consolidated revenue increased by €7.6bn year-on-year to €8.9bn.

 

Unaudited condensed consolidated Income Statement of TUI AG for the period from1 Oct 2021 to 30 Jun 2022
                                                                                                           
€ million                                            Q3 2022   Q3 2021   Var. %     9M 2022     9M 2021   Var. %
                                                                                                       
Revenue                                              4,433.2     649.7   +582.3     8,930.8     1,365.9   +553.8
Cost of sales                                        4,313.4   1,124.2   +283.7     9,047.8     2,642.4   +242.4
Gross profit / loss                                    119.8   - 474.5    n. a.     - 117.0   - 1,276.4    +90.8
Administrative expenses                                189.6     216.5   - 12.4       566.6       604.2    - 6.2
Other income                                             3.3      10.1   - 67.3        34.1        20.9    +63.2
Other expenses                                           2.2       1.0   +120.0         3.7         9.2   - 59.8
Impairment (+) / Reversal of impairment (-) of         - 3.3     - 6.8    +51.5       - 7.8      - 35.9    +78.3
financial assets
Financial income                                         4.6     - 1.9    n. a.        30.5        25.0    +22.0
Financial expense                                      127.2     100.5    +26.6       408.5       356.5    +14.6
Share of result of investments accounted for using      26.4    - 69.4    n. a.       - 9.2     - 226.5    +95.9
the equity method
Impairment (+) / Reversal of impairment (-) of net         -         -        -           -       - 0.5    n. a.
investments in joint ventures and associates
Earnings before income taxes                         - 161.6   - 846.9    +80.9   - 1,032.6   - 2,390.7    +56.8
Income taxes (expense (+), income (-))                 169.6      92.9    +82.6         6.5        47.3   - 86.3
Group loss                                           - 331.2   - 939.8    +64.8   - 1,039.1   - 2,438.0    +57.4
Group loss attributable to shareholders of TUI AG    - 356.7   - 934.8    +61.8   - 1,076.7   - 2,409.6    +55.3
Group profit / loss attributable to                     25.5     - 5.0    n. a.        37.5      - 28.4    n. a.
non-controlling interest
                                                                                                           

 

 

Alternative performance measures

The Group’s main financial KPI is underlying EBIT. We define the EBIT in underlying EBIT as earnings before
interest, income taxes and expenses for the measurement of the Group’s interest hedges. EBIT by definition
includes goodwill impairments.

 

One-off items carried here include adjustments for income and expense items that reflect amounts and frequencies
of occurrence rendering an evaluation of the operating profitability of the segments and the Group more
difficult or causing distortions. These items include gains on disposal of financial investments, significant
gains and losses from the sale of assets as well as significant restructuring and integration expenses. Any
effects from purchase price allocations, ancillary acquisition costs and conditional purchase price payments are
adjusted. Also, any goodwill impairments are adjusted in the reconciliation to underlying EBIT.

 

Reconciliation to underlying EBIT                                                                          
                                                                                                                
€ million                                            Q3 2022   Q3 2021   Var. %     9M 2022     9M 2021   Var. %
Earnings before income taxes                         - 161.6   - 846.9    +80.9   - 1,032.6   - 2,390.7    +56.8
plus: Net interest expenses (excluding expense /       130.6      97.2    +34.4       384.4       336.7    +14.2
income from measurement of interest hedges)
plus / less: (Expenses) income from measurement of    - 11.5       1.8    n. a.       - 8.8         7.4    n. a.
interest hedges
EBIT                                                  - 42.5   - 748.0    +94.3     - 657.0   - 2,046.6    +67.9
Adjustments:                                                                                                    
plus: Separately disclosed items                         8.3      70.0                  5.0        43.5         
plus: Expense from purchase price allocation             7.2       8.2                 21.5        24.4         
Underlying EBIT                                       - 27.0   - 669.8    +96.0     - 630.5   - 1,978.6    +68.1

 

The TUI Group’s operating loss adjusted for special items decreased by €1,348.1m to €-630.5m in 9M 2022.

 

  • For further details on the separately disclosed items see page 43 in the Notes of this Interim Report.

 

 

Key figures of income statement                                                                                 
                                                                                                           
€ million                                           Q3 2022   Q3 2021    Var. %     9M 2022     9M 2021   Var. %
EBITDAR                                               175.8   - 489.5     n. a.         1.7   - 1,313.5    n. a.
Operating rental expenses                             - 4.6     - 1.9   - 142.1      - 15.9       - 9.4   - 69.1
EBITDA                                                171.2   - 491.4     n. a.      - 14.2   - 1,322.9   + 98.9
Depreciation/amortisation less reversals of         - 213.7   - 256.6    + 16.7     - 642.8     - 723.7   + 11.2
depreciation*
EBIT                                                 - 42.5   - 748.0    + 94.3     - 657.0   - 2,046.6   + 67.9
Income/Expense from the measurement of interest      - 11.5       1.8     n. a.       - 8.8         7.4    n. a.
hedges
Net interest expense (excluding expense/income        130.6      97.2    + 34.4       384.4       336.7   + 14.2
from measurement of interest hedges)
EBT                                                 - 161.6   - 846.9    + 80.9   - 1,032.6   - 2,390.7   + 56.8
* on property, plant and equipment, intangible assets, right of use assets and other assets

 

 

Other segment indicators

 

Underlying EBITDA
                                                                               
€ million             Q3 2022   Q3 2021   Var. %   9M 2022     9M 2021   Var. %
Hotels & Resorts        147.9    - 18.8    n. a.     322.8     - 105.9    n. a.
Cruises                  20.7    - 65.2    n. a.    - 49.8     - 187.4   + 73.4
TUI Musement             20.0    - 28.7    n. a.       2.3      - 78.3    n. a.
Holiday Experiences     188.6   - 112.7    n. a.     275.3     - 371.6    n. a.
Northern Region        - 10.9   - 204.7   + 94.7   - 212.9     - 460.2   + 53.7
Central Region           49.3    - 77.4    n. a.      29.7     - 287.3    n. a.
Western Region         - 34.8    - 53.6   + 35.1    - 55.2     - 144.2   + 61.7
Markets & Airlines        3.6   - 335.7    n. a.   - 238.3     - 891.8   + 73.3
All other segments     - 11.4     - 0.4    n. a.    - 44.6      - 41.5    - 7.5
TUI Group               180.8   - 448.7    n. a.     - 7.7   - 1,304.8   + 99.4

 

 

EBITDA
                                                                               
€ million             Q3 2022   Q3 2021   Var. %   9M 2022     9M 2021   Var. %
Hotels & Resorts        147.8    - 21.2    n. a.     344.7     - 108.4    n. a.
Cruises                  20.7    - 65.2    n. a.    - 49.8     - 187.4   + 73.4
TUI Musement             19.0    - 38.2    n. a.       1.0      - 89.1    n. a.
Holiday Experiences     187.6   - 124.5    n. a.     296.0     - 384.9    n. a.
Northern Region        - 11.4   - 205.6   + 94.5   - 214.8     - 477.7   + 55.0
Central Region           41.1    - 79.0    n. a.       6.0     - 240.3    n. a.
Western Region         - 34.9    - 66.2   + 47.3    - 54.9     - 159.9   + 65.7
Markets & Airlines      - 5.2   - 350.8   + 98.5   - 263.6     - 878.0   + 70.0
All other segments     - 11.1    - 16.1   + 31.1    - 46.6      - 60.0   + 22.3
TUI Group               171.2   - 491.4    n. a.    - 14.2   - 1,322.9   + 98.9

 

 

Employees
                                                                                                   
                                             30 June 2022                  30 June 2021                   Var. %
Hotels & Resorts                                   27,212                        18,312                   + 48.6
Cruises*                                               64                            58                   + 10.3
TUI Musement                                        8,137                         4,510                   + 80.4
Holiday Experiences                                35,413                        22,880                   + 54.8
Northern Region                                    10,191                         9,210                   + 10.7
Central Region                                      6,976                         7,636                    - 8.6
Western Region                                      5,110                         4,495                   + 13.7
Markets & Airlines                                 22,277                        21,341                    + 4.4
All other segments                                  2,368                         2,297                    + 3.1
Total                                              60,058                        46,518                   + 29.1
* Excludes TUI Cruises (JV) employees. Cruises employees are primarily hired by external crew management
agencies.

 

 

Corporate Governance

Composition of the Boards

 

In the third quarter 2022 the composition of the Boards of TUI AG changed as follows:

 

Executive Board

On 24 June 2022 Friedrich Joussen, Chief Executive Officer of TUI AG, has announced his decision to step down as
of 30 September 2022. He is exercising a right of resignation granted in connection with the conditions of the
COVID stabilisation measures.

 

On 27 June 2022 the Supervisory Board appointed Sebastian Ebel, currently Chief Financial Officer, as Chief
Executive Officer, effective 1 October 2022 and Mathias Kiep, previously Group Director Controlling, Corporate
Finance and Investor Relations, as the new Chief Financial Officer. Both new appointments have a contract term
of three years.

 

Supervisory Board

In Q2 2022 Alexey Mordashov and Vladimir Lukin resigned from their mandates on the Supervisory Board of TUI AG.
To fill these two vacancies, in June 2022 the Hanover Local Court has appointed Helena Murano, Senior Advisor
Arcano Partners, Palma de Mallorca, and Christian Baier, Member of the Executive Board of Metro AG, Düsseldorf,
as members of the Supervisory Board of TUI AG with retroactive effect from 31 May 2022. Christian Baier also
became member of the Audit Committee.

 

 

The current, complete composition of the Executive Board and Supervisory Board is published on our website,
where it is permanently accessible to the public.

 

  www.tuigroup.com/en-en/investors/corporate-governance

 

Risk and Opportunity Report

Successful management of existing and emerging risks is critical to the long-term success of our business and to
the achievement of our strategic objectives.

 

We aggregate the risks into principal risks, were senior management is deciding its risk appetite upon. Full
details of our risk governance framework and principal risks can be found in the Annual Report 2021.

 

  Details see Risk Report in our Annual Report 2021, from page 35

 

External events, namely the COVID 19-pandemic, the impact on input cost due the Ukraine war, and supply chain
disruptions impact the principal risks. The impact is higher if a combination of principal risks is affected.

 

Although the number of COVID 19-cases remains high, contact restriction measures and travel restrictions were
gradually eased in our source markets and many of our destinations since the beginning of the calendar year and
our customers are confident to travel. Our businesses have proven to adapt to changing hygiene requirements and
will continue to do so, should certain measures be re-imposed.

 

The booking dynamics in our most important markets have so far remained largely unaffected by Russia's war of
aggression on Ukraine. However, the intensified general price increases of recent months could continue,
especially due to rising energy costs, and lead to a significant reduction in the private budget available for
travel services, thus lowering purchasing power and resulting in declining customer demand. In addition, the war
is affecting our main input cost volatility risk, leading to an increase in fuel costs as well as other
services, especially those we source in US dollars. This particularly affects the results of the Northern
Region, Central Region, Western Region and Cruises segments.

 

Our operation is dependent on a complex chain of supply of goods and services. In some areas, suppliers cannot
easily be interchanged, leading to a reliance on these key suppliers. In May and June poor services of some
direct and indirect suppliers caused disruptions to our flight operations predominantly at, but not limited to
UK airports. Increasing the resilience of our airline operations by adding further stand-by aircraft and by
closely managing our key suppliers through continuous operational meetings mitigates this reliance risk. If
disruptions happen, we seek to mitigate the impact by increased our support staff, offering flexible rebooking
or providing additional compensations via vouchers. Whilst we recognise a positive impact of these measures, we
believe that the situation will continue to be challenging during the main summer season.

 

From the Executive Board's perspective, despite the existing risks, the TUI Group currently has and will
continue to have sufficient funds, resulting from both borrowings and operating cash flows, to meet its payment
obligations and to ensure the going concern of the company accordingly in the foreseeable future. In this
context, the Executive Board assumes that the credit lines expiring in summer 2024 will be refinanced.
Therefore, as at 30 June 2022, the Executive Board does not identify any material uncertainty that may cast
significant doubt on the Group's ability to continue as a going concern risk. The Executive Board does not
consider the remaining risk with regard to a further pandemic/war-related change in booking behaviour as a going
concern. In its assessment, the Executive Board assumes that booking figures will gradually recover in the
remainder of the 2022 financial year and that volumes in the summer of 2022 will settle approximately close to
the level of the summer of 2019.

 

For the 2023 financial year, we expect a further normalisation towards pre-pandemic levels. In this regard, the
Board assumes that travel behaviour will not be affected by further long-term closures and lockdowns or by the
impact of Russia's war of aggression on Ukraine. Nevertheless, customer bookings may deteriorate due to new
pandemic or war-related travel restrictions, virus variants for which there is insufficient vaccination
protection and an increase in general price increases, thus affecting TUI Group's performance. In addition, the
increased costs for cerosine and bunkers could also weigh on future earnings.

 

During this period of reduced travel compared to pre-pandemic levels, the Executive Board continues to monitor
the key risks, particularly heightened risks such as customer demand and those that impact the financial profile
(i.e. cost volatility and cashflow) of the Group. 

 

Unaudited condensed consolidated Interim Financial Statements

 

 

Unaudited condensed consolidated Income Statement of TUI AG for the period from
1 Oct 2021 to 30 Jun 2022
                                                                                                        
€ million                                                      Notes   Q3 2022   Q3 2021     9M 2022     9M 2021
Revenue                                                          (1)   4,433.2     649.7     8,930.8     1,365.9
Cost of sales                                                    (2)   4,313.4   1,124.2     9,047.8     2,642.4
Gross profit / loss                                                      119.8   - 474.5     - 117.0   - 1,276.4
Administrative expenses                                          (2)     189.6     216.5       566.6       604.2
Other income                                                     (3)       3.3      10.1        34.1        20.9
Other expenses                                                   (4)       2.2       1.0         3.7         9.2
Impairment (+) / Reversal of impairment (-) of financial        (21)     - 3.3     - 6.8       - 7.8      - 35.9
assets
Financial income                                                 (5)       4.6     - 1.9        30.5        25.0
Financial expense                                                (5)     127.2     100.5       408.5       356.5
Share of result of investments accounted for using the           (6)      26.4    - 69.4       - 9.2     - 226.5
equity method
Impairment (+) / Reversal of impairment (-) of net               (6)         -         -           -       - 0.5
investments in joint ventures and associates
Earnings before income taxes                                           - 161.6   - 846.9   - 1,032.6   - 2,390.7
Income taxes (expense (+), income (-))                           (7)     169.6      92.9         6.5        47.3
Group loss                                                             - 331.2   - 939.8   - 1,039.1   - 2,438.0
Group loss attributable to shareholders of TUI AG                      - 356.7   - 934.8   - 1,076.7   - 2,409.6
Group profit / loss attributable to non-controlling interest     (8)      25.5     - 5.0        37.5      - 28.4

 

 

 

 

 

Earnings per share
                                                                             
€                                             Q3 2022   Q3 2021   9M 2022   9M 2021
Basic and diluted loss / earnings per share    - 0.22    - 0.85    - 0.68    - 2.66

 

 

 

 

 

 

 

 

Unaudited condensed consolidated Statement of Comprehensive Income of TUI AG for the period from1 Oct 2021 to 30
Jun 2022
                                                                                                                
€ million                                                              Q3 2022   Q3 2021     9M 2022     9M 2021
Group loss                                                             - 331.3   - 939.9   - 1,039.2   - 2,438.0
Remeasurements of defined benefit obligations and related fund           149.0   - 124.5       354.6     - 268.8
assets
Other comprehensive income of investments accounted for using the            -       9.4           -        39.3
equity method that will not be reclassified
Fair value loss on investments in equity instruments designated as       - 0.9       0.2       - 1.4       - 0.3
at FVTOCI
Income tax related to items that will not be reclassified (expense      - 43.2      85.1     - 101.7       118.0
(-), income (+))
Items that will not be reclassified to profit or loss                    104.9    - 29.8       251.5     - 111.8
Foreign exchange differences                                              88.6    - 15.2       120.4        47.9
Foreign exchange differences outside profit or loss                       88.6    - 13.3       120.5        48.9
Reclassification                                                             -     - 2.0       - 0.1       - 1.0
Cash flow hedges                                                          39.2      39.0       100.9        92.9
Changes in the fair value                                                 59.9      21.5       124.4        24.9
Reclassification                                                        - 20.7      17.5      - 23.5        68.0
Other comprehensive income of investments accounted for using the          5.1       1.2        13.5      - 22.1
equity method that may be reclassified
Income tax related to items that may be reclassified (expense (-),       - 7.8     - 6.7      - 20.3      - 28.8
income (+))
Items that may be reclassified to profit or loss                         125.1      18.3       214.5        89.9
Other comprehensive income                                               230.0    - 11.5       466.0      - 21.9
Total comprehensive income                                             - 101.3   - 951.4     - 573.2   - 2,459.9
attributable to shareholders of TUI AG                                 - 147.6   - 945.5     - 646.2   - 2,443.6
attributable to non-controlling interest                                  46.3     - 5.9        73.0      - 16.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                    Unaudited condensed consolidated Statement of Financial Position of TUI AG as at 30 Jun 2022
                                                                                                                
                    € million                                              Notes     30 Jun 2022     30 Sep 2021
                    Assets                                                                                      
                    Goodwill                                                 (9)         3,003.1         2,993.1
                    Other intangible assets                                                514.3           498.6
                    Property, plant and equipment                           (10)         3,384.2         3,159.3
                    Right-of-use assets                                     (11)         2,994.1         3,009.2
                    Investments in joint ventures and associates                           660.1           640.5
                    Trade and other receivables                       (12), (21)           171.2           308.7
                    Derivative financial instruments                        (21)            15.0             8.9
                    Other financial assets                            (13), (21)            10.0            12.3
                    Touristic payments on account                                          125.6           107.6
                    Other non-financial assets                                             207.6           183.4
                    Income tax assets                                                          -             9.6
                    Deferred tax assets                                                    174.8           291.1
                    Non-current assets                                                  11,260.1        11,222.3
                                                                                                                
                    Inventories                                                             58.6            42.8
                    Trade and other receivables                       (12), (21)         1,238.3           471.6
                    Derivative financial instruments                        (21)           198.8            53.4
                    Other financial assets                            (13), (21)           115.5            12.1
                    Touristic payments on account                                        1,285.1           508.6
                    Other non-financial assets                                             141.0           106.7
                    Income tax assets                                                       63.8            57.7
                    Cash and cash equivalents                               (21)         1,583.4         1,583.9
                    Assets held for sale                                    (14)               -            96.5
                    Current assets                                                       4,684.4         2,933.3
                    Total assets                                                        15,944.5        14,155.7

 

                    Unaudited condensed consolidated Statement of Financial Position of TUI AG as at 30 Jun 2022
                                                                                                     
                    € million                                              Notes     30 Jun 2022     30 Sep 2021
                    Equity and liabilities                                                                      
                    Subscribed capital                                                   1,785.2         1,099.4
                    Capital reserves                                                     6,086.7         5,249.6
                    Revenue reserves                                                   - 9,222.2       - 8,525.7
                    Silent participation                                                   420.0         1,091.0
                    Equity before non-controlling interest                               - 930.3       - 1,085.8
                    Non-controlling interest                                               740.3           667.3
                    Equity                                                  (20)         - 190.0         - 418.4
                                                                                                                
                    Pension provisions and similar obligations              (15)           553.7           901.9
                    Other provisions                                                       652.5           763.6
                    Non-current provisions                                               1,206.2         1,665.5
                    Financial liabilities                             (16), (21)         1,628.0         3,036.1
                    Lease liabilities                                       (17)         2,537.8         2,606.1
                    Derivative financial instruments                        (21)             2.7            10.9
                    Other financial liabilities                       (18), (21)             3.0             5.9
                    Other non-financial liabilities                                        172.1           206.3
                    Income tax liabilities                                                   8.1            56.4
                    Deferred tax liabilities                                                68.5           123.3
                    Non-current liabilities                                              4,420.2         6,045.1
                    Non-current provisions and liabilities                               5,626.5         7,710.5
                                                                                                                
                    Pension provisions and similar obligations              (15)            33.1            33.2
                    Other provisions                                                       625.0           539.5
                    Current provisions                                                     658.0           572.7
                    Financial liabilities                             (16), (21)           153.6           284.6
                    Lease liabilities                                       (17)           693.5           623.3
                    Trade payables                                          (21)         2,787.5         2,052.4
                    Derivative financial instruments                        (21)            42.6            12.9
                    Other financial liabilities                       (18), (21)           134.2           313.0
                    Touristic advance payments received                     (19)         5,347.8         2,379.4
                    Other non-financial liabilities                                        617.2           518.0
                    Income tax liabilities                                                  73.8            56.7
                    Current liabilities                                                  9,850.1         6,240.3
                    Liabilities related to assets held for sale                                -            50.6
                    Current provisions and liabilities                                  10,508.1         6,863.6
                    Total equity, liabilities and provisions                            15,944.5        14,155.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unaudited condensed consolidated Statement of Changes in Equity of TUI AG as of 30 Jun 2022
                                                                                                          
                  Subscribed    Capital    Revenue          Silent     Equity before   Non-controlling
€ million            capital   reserves   reserves   participation   non-controlling          interest     Total
                                                                            interest
Balance as at        1,509.4    4,211.0          -               -           - 448.4             666.5     218.1
30 Sep 2020                                6,168.8
Dividends                  -          -          -               -                 -             - 0.1     - 0.1
Share-based                -          -        0.7               -               0.7                 -       0.7
payment schemes
Issuance of
bonds with
warrant and                -       95.7          -               -              95.7                 -      95.7
convertible
bonds
Capital                509.0       27.7          -         1,091.0           1,627.7                 -   1,627.7
increase
Capital              - 919.0      919.0          -               -                 -                 -         -
reduction
Other                      -          -      - 6.9               -             - 6.9                 -     - 6.9
Group loss for             -          -          -               -         - 2,409.6            - 28.4         -
the year                                   2,409.6                                                       2,438.0
Foreign
exchange                   -          -       35.8               -              35.8              12.1      47.9
differences
Financial
assets at                  -          -      - 0.3               -             - 0.3                 -     - 0.3
FVTOCI
Cash flow                  -          -       92.9               -              92.9                 -      92.9
hedges
Remeasurements
of defined
benefit                    -          -    - 268.8               -           - 268.8                 -   - 268.8
obligations and
related fund
assets
Other
comprehensive
income of
investments                -          -       17.2               -              17.2                 -      17.2
accounted for
using the
equity method
Taxes
attributable to
other                      -          -       89.2               -              89.2                 -      89.2
comprehensive
income
Other
comprehensive              -          -     - 34.0               -            - 34.0              12.1    - 21.9
income
Total                                            -                                                             -
comprehensive              -          -    2,443.6               -         - 2,443.6            - 16.3   2,459.9
income
Balance as at        1,099.4    5,253.4          -         1,091.0         - 1,174.8             650.1   - 524.7
30 Jun 2021                                8,618.6
                                                                                                                
Balance as at        1,099.4    5,249.6          -         1,091.0         - 1,085.7             667.3   - 418.4
30 Sep 2021                                8,525.7
Coupon on
silent                     -          -     - 51.0               -            - 51.0                 -    - 51.0
participation
Share-based                -          -        0.6               -               0.6                 -       0.6
payment schemes
Capital                685.8      837.1          -               -           1,522.9                 -   1,522.9
increase
Repayment of
silent                     -          -          -         - 671.0           - 671.0                 -   - 671.0
participation
Group                                            -                                                             -
profit/loss for            -          -    1,076.7               -         - 1,076.7              37.5   1,039.2
the year
Foreign
exchange                   -          -       84.9               -              84.9              35.5     120.4
differences
Financial
assets at                  -          -      - 1.4               -             - 1.4                 -     - 1.4
FVTOCI
Cash flow                  -          -      100.9               -             100.9                 -     100.9
hedges
Remeasurements
of defined
benefit                    -          -      354.6               -             354.6                 -     354.6
obligations and
related fund
assets
Other
comprehensive
income of
investments                -          -       13.5               -              13.5                 -      13.5
accounted for
using the
equity method
Taxes
attributable to
other                      -          -    - 122.0               -           - 122.0                 -   - 122.0
comprehensive
income
Other
comprehensive              -          -      430.5               -             430.5              35.5     466.0
income
Total
comprehensive              -          -    - 646.2               -           - 646.2              73.0   - 573.2
income
Balance as at        1,785.2    6,086.7          -           420.0           - 930.3             740.3   - 190.0
30 Jun 2022                                9,222.2

 

 

Unaudited condensed consolidated Cash Flow Statement of TUI AG for the period from1 Oct 2021 to 30 Jun 2022
                                                                                                        
€ million                                                                          Notes     9M 2022     9M 2021
Group loss                                                                                 - 1,039.1   - 2,438.0
Depreciation, amortisation and impairment (+) / write-backs (-)                                642.8       723.7
Other non-cash expenses (+) / income (-)                                                        30.9       190.0
Interest expenses                                                                              394.9       352.3
Dividends from joint ventures and associates                                                     0.2        13.4
Profit (-) / loss (+) from disposals of non-current assets                                    - 28.7       - 5.9
Increase (-) / decrease (+) in inventories                                                    - 18.8         6.0
Increase (-) / decrease (+) in receivables and other assets                                - 1,421.4       224.9
Increase (+) / decrease (-) in provisions                                                     - 90.1     - 230.1
Increase (+) / decrease (-) in liabilities (excl. financial liabilities)                     3,499.9        74.3
Cash inflow / cash outflow from operating activities                                (24)     1,970.6   - 1,089.4
Payments received from disposals of property, plant and equipment and intangible               112.6       294.6
assets
Payments received/made from disposals of consolidated companies                                - 2.2        51.3
(less disposals of cash and cash equivalents due to divestments)
Payments received/made from disposals of other non-current assets                             - 20.1        23.5
Payments made for investments in property, plant and equipment and intangible                - 376.5     - 220.6
assets
Payments made for investments in consolidated companies                                            -       - 1.9
(less cash and cash equivalents received due to acquisitions)
Payments made for investments in other non-current assets                                      - 0.3      - 21.5
Cash inflow / cash outflow from investing activities                                (24)     - 286.5       125.4
Payments received from capital increase by issuing new shares                                1,522.9           -
Payments received from capital increase and from equity component of the bond                      -     1,723.5
with warrants issued
Payments made for repayment of the silent participation                                      - 671.0           -
Payments received from the issuance of employee shares                                             -       - 0.5
Coupons of the silent participation (dividends)                                               - 51.0           -
Payments received from the raising of financial liabilities                                     47.2       711.7
Payments made for redemption of loans and financial liabilities                            - 1,774.4     - 452.7
Payments made for principal of lease liabilities                                             - 437.5     - 454.0
Interest paid                                                                                - 298.7     - 299.6
Cash inflow / cash outflow from financing activities                                (24)   - 1,662.4     1,228.3
Net change in cash and cash equivalents                                                         21.7       264.3
                                                                                                                
Development of cash and cash equivalents                                            (24)                        
Cash and cash equivalents at beginning of period                                             1,586.1     1,233.1
Change in cash and cash equivalents due to exchange rate fluctuations                         - 24.4        27.0
Net change in cash and cash equivalents                                                         21.7       264.3
Cash and cash equivalents at end of period                                                   1,583.4     1,524.4
 

 

Notes

General

The TUI Group and its major subsidiaries and shareholdings operate in tourism. TUI AG, based in
Karl-Wiechert-Allee 4, 30625 Hanover, Germany, is the TUI Group’s parent company and a listed corporation under
German law. The Company is registered in the commercial registers of the district courts of
Berlin-Charlottenburg (HRB 321) and Hanover (HRB 6580), Germany. The shares in TUI AG are traded on the London
Stock Exchange and the Hanover and Frankfurt Stock Exchanges. In this document, the term “TUI Group” represents
the consolidated group of TUI AG and its direct and indirect investments. Additionally, the unaudited condensed
consolidated interim financial statements of TUI AG are referred to as “Interim Financial Statements”, the
unaudited condensed consolidated income statement of TUI AG is referred to as “income statement”, the unaudited
condensed consolidated statement of financial position of TUI AG is referred to as “statement of financial
position”, the unaudited condensed consolidated statement of comprehensive income of TUI AG is referred to as
“statement of comprehensive income” and the unaudited condensed consolidated statement of changes in equity of
TUI AG is referred to as “statement of changes in equity”.

 

The Interim Financial Statements cover the period from 1 October 2021 to 30 June 2022. The Interim Financial
Statements are prepared in euros. Unless stated otherwise, all amounts are stated in million euros (€m).

 

The Interim Financial Statements were approved for publication by the Executive Board of TUI AG on 8 August
2022.

 

Accounting principles

Declaration of compliance

The consolidated interim financial report for the period ended 30 June 2022 comprise the Interim Financial
Statements and the Interim Management Report in accordance with section 115 of the German Securities Trading Act
(WpHG).

 

The Interim Financial Statements were prepared in conformity with the International Financial Reporting
Standards (IFRS) of the International Accounting Standards Board (IASB) and the relevant interpretations of the
IFRS Interpretation Committee (IFRS IC) for interim financial reporting applicable in the European Union.

 

In accordance with IAS 34, the Interim Financial Statements are published in a condensed form compared with the
consolidated annual financial statements and should therefore be read in combination with TUI Group’s
consolidated financial statements for financial year 2021. The Interim Financial Statements were reviewed by the
Group’s auditor.

 

Going concern reporting in accordance with the UK Corporate Governance Code

The TUI Group covers its day-to-day working capital requirements through cash on hand, balances with and
borrowings from banks. TUI Group's net debt (financial debt plus lease liabilities less cash and cash
equivalents and less short-term interest-bearing cash investments) as of 30 June 2022 was €3.3bn (as at 30
September 2021 €5.0bn).

 

Net debt                                                                      
                                                                        
€ million                                 30 Jun 2022   30 Sept 2021    Var. %
Financial debt                              - 1,781.5      - 3,320.8    - 46.4
Lease liabilities                           - 3,231.3      - 3,229.4     + 0.1
Cash and cash equivalents                     1,583.4        1,583.9         -
Short-term interest-bearing investments         115.5           12.1   + 854.5
Net debt                                     -3,314.1       -4,954.2    - 33.1

 

The global travel restrictions to contain COVID-19 have had a continuous negative impact on the Group's earnings
and liquidity development since the end of March 2020. To cover the resulting liquidity needs, the Group has
carried out various financing measures in the financial years 2020 and 2021, which, in addition to a capital
increase, the use of the banking and capital markets and cash inflows from the sale of assets, also include
financing measures from the Federal Republic of Germany in the form of a KfW credit line totalling €2.85bn, an
option bond from the Economic Stabilisation Fund (WSF) totalling €150m and two silent participations from the
WSF totalling €1.091bn. In the IFRS consolidated financial statements, the silent participations are – with the
exception of €11.3m accumulated interest – reported as equity due to their nature and are therefore not included
in the Group's net debt. The financing measures are described in detail in the annual reports for the past two
financial years.

 

With the entry of the new shares in the commercial register on 28 October 2021 and final settlement with the
participating banks on 2 November 2021, TUI AG successfully completed another capital increase. The gross issue
proceeds totalled around €1.1bn. The Group's share capital increased nominally by €523.5m to €1.623bn.

 

On 17 May 2022, TUI AG placed around 162.3m new shares with institutional investors in the framework of a
capital increase against cash contributions without subscription rights for shareholders by way of an
accelerated placement, corresponding to around 10% of TUI AG's share capital. The gross proceeds of around
€425.2m from the capital increase and available cash were used to fully repay the German government's silent
participation II (Economic Stabilisation Fund, 'WSF') of €671.0m in full ahead of schedule on 30 June 2022.
Including the coupons to be shown as dividends, TUI repaid €725.4m to the WSF. Following full repayment and
termination of the KfW credit line, TUI has to pay remuneration to the German state for the coupons saved by the
early repayment of Silent Participation II. 

 

As at 30 June 2022, TUI Group's credit facilities comprised the following

 

  • €1.75bn credit line from 20 private banks (incl. €215m guarantee line)
  • €2.1bn KfW credit line.

 

As at 30 June 2022, TUI Group's revolving credit facilities totalled €3.85bn. For regulatory reasons due to
Brexit, the credit line of a British bank (around €80m liquid funds and €25m guarantee line) could not be
extended beyond summer 2022. It was therefore repaid or terminated as of July 20, 2022. The remaining credit
lines of around €3.7bn have a term until summer 2024.

 

With regard to the KfW credit lines, it was also agreed that TUI AG would use 50% of individual cash inflows
exceeding €50m by 20 July 2022, but not exceeding €700m, for example from capital measures or disposals of
assets or companies, to reduce the financing granted to TUI AG to bridge the effects of COVID-19. In accordance
with this agreement, TUI AG returned the unused credit facility of €170m on 1 April 2022. In addition, the
volume of unused credit commitments under the KfW credit line as at 31 March 2022 was reduced by €413.7m.
Finally, 913 of the 1,500 warrant bonds issued to WSF were redeemed. A purchase price of €91.3m plus accrued
interest and early repayment penalties of €7.2m was paid for these. On June 30, 2022, the existing and at that
date undrawn KfW credit lines were reduced by a further €336m to €2.1bn.

 

After 20 July 2022, 50% of individual specific cash inflows exceeding €50m must be used to reduce the financing
granted to TUI AG to bridge the effects of COVID-19; there is no maximum limit.

 

TUI AG's €1.75bn credit line from private banks and KfW credit line are subject to compliance with certain
financial target values (covenants) for debt coverage and interest coverage, the review of which is carried out
on the basis of the last four reported quarters at the end of the financial year or the half-year of a financial
year. Against the backdrop of the ongoing pressures from the COVID-19 pandemic, the review will only be resumed
in September 2022. In addition, higher limits will be applied on the first two cut-off dates before normalised
limits have to be complied with from September 2023.

 

Currently, TUI Group continues to be affected by the negative financial impact of the COVID-19 pandemic.

 

Although the number of COVID-19 cases remained high, in particular due to the rapid spread of the Omicron
variant, contact restriction measures and travel restrictions were gradually eased in most countries in the
first months of the calendar year. TUI Group's operating business continued to record good demand during Q3
2022. The booking momentum in our key markets was largely unaffected by Russia's war of aggression on our
European neighbour Ukraine. The TUI Group's operating business continued to record good demand in the course of
Q3 2022.

 

From the Executive Board's perspective, despite the existing risks, the TUI Group currently has and will
continue to have sufficient funds, resulting from both borrowings and operating cash flows, to meet its payment
obligations and to ensure the going concern of the company accordingly in the foreseeable future. In this
context, the Executive Board assumes that the credit lines expiring in summer 2024 will be refinanced.
Therefore, as at 30 June 2022, the Executive Board does not identify any material uncertainty that may cast
significant doubt on the Group's ability to continue as a going concern.

 

In its assessment, the Executive Board assumes that booking figures will gradually recover in the rest of the
2022 financial year and that volumes in the summer of 2022 will almost return to the level of the summer of
2019. For the 2023 financial year, it is expected that booking behaviour will largely correspond to the
pre-pandemic level. The Executive Board assumes that travel behaviour will not be affected by further long-term
closures and lockdowns or by the impact of Russia's war of aggression on Ukraine.

 

The Executive Board does not consider the remaining risk with regard to a further pandemic/war-related change in
booking behaviour to be a threat to the company's existence. Nevertheless, the intensified general price
increase of recent months could continue, in particular due to rising energy costs, and lead to a significant
reduction in the private budget available for travel services, thus lowering purchasing power and resulting in
declining customer demand. In addition, a permanent increase in fuel costs as well as other services, especially
those we purchase in US dollars, could lead to an increase in our input costs. In view of the disruptions in our
flight operations in Q3 2022, we have initiated measures to increase the resilience of our flight operations,
for example by deploying more stand-by aircraft. In the medium term, we expect the situation at international
airports to ease.

 

In accordance with Regulation 30 of the UK Corporate Governance Code, the Executive Board confirms that, in its
opinion, it is appropriate to prepare the consolidated interim financial statements on a going concern basis.

 

Accounting and measurement methods

The preparation of the Interim Financial Statements requires management to make estimates and judgements that
affect the reported values of assets, liabilities and contingent liabilities at the balance sheet date and the
reported values of revenues and expenses during the reporting period.

 

Both the recent development of the pandemic and current trading for the summer programme have confirmed the
business performance guidance provided by TUI at the end of financial year 2021. The positive booking momentum
has remained largely unaffected by Russia’s war of aggression against Ukraine. TUI therefore continues to expect
bookings for Summer 2022 to approach the level of Summer 2019. However, the war has resulted in an increase in
jet fuel costs, impacting the results delivered by the Northern Region, Western Region and Central Region
segments. There is the risk that jet fuel prices will remain high. In the Northern Region segment in particular,
but also in the Western Region and Central Region segments, it became apparent that the adjustment of flight
handling capacities at the airports were not yet sufficient.  Flight cancellations caused by this and
countermeasures taken by TUI led to an additional burden on the results. The first nine months were challenging
for the Cruises segment. This segment was more and longer impacted by measures to restrict the spread of
COVID-19. As expected Cruises recovery started in the third quarter of the financial year. Additionally
short-term bookings continue to represent a large share of overall bookings. The increase in bunker oil might
impact the results additionally. Hotels & Resorts remains largely unaffected by the war in Ukraine.

 

Taking account, in particular, of the above-mentioned factors, a risk assessment was performed for the Group’s
assets to identify any indications of impairment as at 30 June 2022. On the basis of that assessment, TUI does
not see any indication that the Group’s assets may generally be impaired.

 

The accounting and measurement methods adopted in the preparation of the Interim Financial Statements as at
30 June 2022 are materially consistent with those followed in preparing the annual consolidated financial
statements for the financial year ended 30 September 2021, except for the initial application of new or amended
standards, as outlined below.

 

The income taxes were recorded based on the best estimate of the weighted average tax rate that is expected for
the whole financial year.

 

Newly applied standards

Since the beginning of financial year 2022, TUI Group has initially applied the following standards, amended by
the IASB and endorsed by the EU, on a mandatory basis:

 

Newly applied standards in financial year 2022
                                                                                              
Standard                  Applicable from   Amendments                                       Impact on financial
                                                                                             statements
                                            The amendments relate to the provision of
                                            relief from potential consequences arising
Amendments to IFRS 9,                       from the reform of interbank offered rates
IAS 39, IFRS 7, IFRS 4                      (IBORs) such as LIBOR on companies' financial
and IFRS 16               1 Jan 2021        reporting. They address issues that affect       Not material.
Interest Rate Benchmark                     financial reporting when an existing interest
Reform (Phase 2)                            rate benchmark is actually replaced by an
                                            alternative interest rate benchmark as a
                                            result of the interest rate benchmark reform.

 

Group of consolidated companies

The Interim Financial Statements include all material subsidiaries over which TUI AG has control. Control
requires TUI AG to have decision-making power over the relevant activities, be exposed to variable returns or
have entitlements regarding the returns, and can affect the level of those variable returns through its
decision-making power.

 

The Interim Financial Statements as of 30 June 2022 comprised a total of 272 subsidiaries of TUI AG.

 

Development of the group of consolidated companies*and the Group companies measured at equity  
                                                                                                 
                                     Consolidated              subsidiaries        Associates   Joint ventures
Number at 30 Sep 2021                                                   272                18               27
Additions                                                                 3                 -                -
Incorporation                                                             3                 -                -
Disposals                                                                 3                 -                -
Sale                                                                      1                 -                -
Merger                                                                    2                 -                -
Change in ownership stake                                                 -                 -                -
Number at 30 Jun 2022                                                   272                18               27
* excl. TUI AG
 

 

Acquisitions – Divestments

Acquisitions in the period under review

In 9M 2022, no companies were acquired.

 

No acquisitions were made after the reporting date.

 

Acquisitions of the prior financial year

In financial year 2021, no companies were acquired under IFRS 3.

 

Divestments

On 16 July 2021, a contract was signed with Grupotel S.A., a joint venture of TUI Group, to sell Nordotel S.A.,
a fully consolidated entity within the Hotels & Resorts segment. Accordingly, the assets and liabilities of the
disposal group were classified as ‘held for sale’ in August 2021. The disposal transaction was completed on 5
October 2021. The first purchase price payment of €50.0m was made on 21 September 2021. Additional deferred
purchase price payments of €10.2m and €20.4m are due one and two years, respectively, after the closing of the
transaction, taking account of final purchase price adjustments. The divestment of the stakes taking currency
effects into account generated a preliminary profit of €22.0m, reported within Other income.

 

Condensed balance sheet of 'Nordotel S.A.' divestment as at 5 Oct 2021
                                                                      
€ million                                                             
Assets                                                                
Property, plant and equipment and intangible assets               65.7
Other non-current assets                                          26.8
Trade receivables                                                 21.2
Other current assets                                               0.7
Cash and cash equivalents                                          2.2
                                                                 116.6
                                                               
€ million                                                             
Provisions and liabilities                                            
Trade payables                                                    21.2
Touristic advance payments received                                4.9
Other current liabilities                                         31.4
                                                                  57.5
                                                               

 

Notes to the unaudited condensed consolidated Income Statement

As a result of the partial easing of global travel restrictions, TUI Group was able to increase its business
volume compared with 9M 2021. Nevertheless, the development of revenue and earnings in the first nine months of
the financial year 2022 continued to be significantly impacted by the measures to contain the spread of
COVID-19. TUI Group’s results generally also reflect the significant seasonal swing in tourism between the
winter and summer travel months, however this period the impact is less evident due to the COVID-19 pandemic.

 

 1. Revenue

In the first nine months of the financial year 2022, consolidated revenue increased by €7.6bn year-on-year to
€8.9bn.

 

External revenue allocated by destinations for the period from 1 Oct 2021 to 30 Jun 2022
                                                                                                          
                                                               Rest of                 9M 2022
                 Spain          Other   Caribbean,     North   Africa,                Revenues
€ million       (incl.       European      Mexico,    Africa      Ind.       Other        from   Other   9M 2022
                Canary   destinations        USA &         &    Ocean,   countries   contracts             Total
              Islands)                      Canada    Turkey      Asia                    with
                                                                                     customers
Hotels &         252.3           42.0        184.3      32.4     127.8           -       638.8       -     638.8
Resorts
Cruises           83.9           45.4         49.4         -         -         0.1       178.8       -     178.8
TUI               57.5           97.9         73.4      13.7      24.2        20.7       287.4       -     287.4
Musement
Holiday          393.7          185.3        307.1      46.1     152.0        20.8     1,105.0       -   1,105.0
experiences
Northern         992.8          931.4        738.7     338.5     241.8        14.6     3,257.8     5.1   3,262.9
Region
Central          901.1          933.8        213.3     590.5     413.0         1.6     3,053.3     0.5   3,053.8
Region
Western          561.7          352.6        309.1     145.7      91.0         4.1     1,464.2     1.3   1,465.5
Region
Markets &      2,455.6        2,217.8      1,261.1   1,074.7     745.8        20.3     7,775.3     6.9   7,782.2
Airlines
All other          1.3           10.6          3.8       2.7      19.4         5.8        43.6       -      43.6
segments
Total          2,850.6        2,413.7      1,572.0   1,123.5     917.2        46.9     8,923.9     6.9   8,930.8
                                                                                                          
                                                                                                          
External revenue allocated by destinations for the period from 1 Oct 2020 to 30 Jun 2021
                                                                                                          
                                                               Rest of                 9M 2021
                 Spain          Other   Caribbean,     North   Africa,                Revenues
€ million       (incl.       European      Mexico,    Africa      Ind.       Other        from   Other   9M 2021
                Canary   destinations        USA &         &    Ocean,   countries   contracts             Total
              Islands)                      Canada    Turkey      Asia                    with
                                                                                     customers
Hotels &          61.0           20.2         55.1       6.1      15.0         0.5       157.9       -     157.9
Resorts
Cruises            0.3            2.4            -         -         -           -         2.7       -       2.7
TUI                5.8           14.2          7.5       4.1       5.4         0.5        37.5       -      37.5
Musement
Holiday           67.1           36.8         62.6      10.2      20.4         1.0       198.1       -     198.2
experiences
Northern          17.9          124.7         55.8       2.8      12.4         0.5       214.1     1.0     215.1
Region
Central          210.8          288.0         40.9      73.6      87.8         6.3       707.4     0.3     707.7
Region
Western           73.3           96.8         38.6      11.5       1.8         0.1       222.1     0.5     222.6
Region
Markets &        302.0          509.5        135.3      87.9     102.0         6.9     1,143.6     1.8   1,145.5
Airlines
All other          0.6            5.3          0.7       0.1      13.9         1.9        22.5       -      22.3
segments
Total            369.7          551.6        198.6      98.2     136.3         9.8     1,364.2     1.8   1,365.9

 

 

 2. Cost of sales and administrative expenses

Cost of sales relates to the expenses incurred in the provision of tourism services. In addition to the expenses
for staff costs, depreciation, amortisation, rental and leasing, it includes all costs incurred by TUI Group in
connection with the procurement and delivery of airline services, hotel accommodation and cruises and
distribution costs.

 

Due to the increased business volume, the cost of sales increased by 242.4% to €9.0bn in 9M 2022.

 

Government Grants                  
                                     
€ million                 9M 2022   9M 2021
Cost of Sales                58.5     125.2
Administrative expenses      36.1      53.5
Total                        94.6     178.7

 

The government grants reported under cost of sales and administrative expenses include in particular grants for
wages and salaries as well as social security contributions directly reimbursed to the relevant company. In
addition, a number of Group companies have received government grants, e. g. in the form of grants for fixed
costs. The resumption of travel activity in Summer 2021 led to a decrease in government grants. In the first
nine months of the financial year TUI received amongst other grants for fixed costs which are granted with a
time lag from the months affected by travel restrictions.

 

Administrative expenses comprise all expenses incurred in connection with the performance of administrative
functions and break down as follows:

 

Administrative expenses
                                                       
€ million                                   9M 2022   9M 2021
Staff costs                                   411.1     398.6
Rental and leasing expenses                    10.5      11.8
Depreciation, amortisation and impairment      57.4      88.8
Others                                         87.7     105.1
Total                                         566.6     604.2

 

The cost of sales and administrative expenses include the following expenses for staff and
depreciation/amortisation:

 

Staff costs
                                                                       
€ million                                                   9M 2022   9M 2021
Wages and salaries                                          1,234.0     952.9
Social security contributions, pension costs and benefits     289.9     222.7
Total                                                       1,523.9   1,175.6

 

 

Depreciation/amortisation/impairment
                                                                                                          
€ million                                                                                      9M 2022   9M 2021
Depreciation and amortisation of other intangible assets, property, plant and equipment and      644.0     659.0
right-of-use assets
Impairment of other intangible assets, property, plant and equipment and right-of-use assets       4.7      77.4
Total                                                                                            648.7     736.4

 

In 9M 2022, reversals of impairment losses of €5.6m were recognized, all recorded in cost of sales (9M 2021
€12.6m). €4.5m of the impairments were presented within cost of sales (9M 2021 €50.0m). Of the impairments
losses of the previous year €45.9m correspond to right-of-use assets, €31.3m relate to property, plant and
equipment, and €0.3m to other intangible assets.

 

 3. Other income

In 9M 2022 other income reflects mainly €22.0m from the disposal of Nordotel S.A., plus the sale of aircraft
assets. In the prior year, this item had primarily included income from the disposal of TUI Group companies and
the sale of aircraft assets.

 

 4. Other expenses

In 9M 2022 other expenses do result particularly from the disposal of group companies in the prior year. In the
previous year, losses from the disposal of aircraft assets and the result from the sale of TUI Group companies
were presented in other expenses.

 

 5. Financial income and financial expenses

The decrease in the net financial result from €-331.6 m in the first nine months of the previous year to
€-378.0m in the current financial year is mainly the result of higher interest expenses, higher expenses from
the compounding of provisions as well as exchange rate changes on financial instruments.

 

 6. Share of result of investments accounted for using the equity method

 

Share of result of investments accounted for using the equity method
                                                         
€ million                               9M 2022              9M 2021
Hotels & Resorts                           42.9               - 60.5
Cruises                                  - 24.9              - 141.5
TUI Musement                                3.5                - 2.8
Holiday Experiences                        21.5              - 204.8
Northern Region                          - 33.1               - 22.5
Central Region                              2.2                  0.8
Western Region                                -                    -
Markets & Airlines                       - 30.9               - 21.7
All other segments                          0.2                    -
Total                                     - 9.2              - 226.5

 

The result improved in comparison to the first nine months of the prior year due to the resumption of the
business.

 

 7. Income taxes

The tax expense arising in the first nine months of the 2022 financial year is mainly driven by the tax expense
in profitable countries.

 

 8. Group profit / loss attributable to non-controlling interest

TUI Group’s result attributable to non-controlling interests is substantially a gain, primarily relating to
RIUSA II Group at an amount of €37.8m (9M 2021 €25.4m loss).

 

Notes to the unaudited condensed consolidated Statement of Financial Position

 9. Goodwill

Goodwill increased by €10.0m to €3,003.1m due to foreign exchange translation. The following table presents a
breakdown of goodwill by cash generating unit (CGU) at carrying amounts.

 

Goodwill per cash generating unit
                                 
€ million         30 Jun 2022   30 Sep 2021
Northern Region       1,231.6       1,224.6
Central Region          502.2         501.7
Western Region          412.3         412.3
Riu                     343.1         343.1
Marella Cruises         296.2         295.2
TUI Musement            170.6         170.3
Other                    47.1          45.9
Total                 3,003.1       2,993.1

 

As at June 30, 2022, a risk assessment of the capitalised goodwill was carried out based on updated information
for the current financial year. As part of this assessment, there were no indications that led to a requirement
to perform impairment testing of the capitalised goodwill. In this context, please refer to the section
‘Accounting and measurement methods’.

 

10. Property, plant and equipment

Compared to 30 September 2021 property, plant and equipment increased by €224.9m to €3,384.2m. Additions of
€350.3m included €121.2m of acquisitions in the Hotels & Resorts segment. The construction of a new hotel in
Mexico, the refurbishment and extension of a hotel in Zanzibar and the renovation of hotels in Spain, Cape Verde
and Mexico led to additions in the Riu Group totalling €99.4m. Further additions related to the purchase of five
aircraft in the amount of €119.6m and to the purchase of aircraft spare parts in the amount of €26.2m. Advance
payments of €26.8m were made for the future delivery of additional aircraft. Furthermore, additions of €36.1m
were attributable to payments on account to carry out maintenance work on cruise ships. The reclassification of
an aircraft from right-of-use assets was the result of the exercise of an existing purchase option and led to an
increase in property, plant and equipment of €16.9m. Furthermore, property, plant and equipment increased by
€125.4m due to foreign exchange translation.

 

On the other hand, disposals of €100.7m led to a reduction of property, plant and equipment. The decrease is
mainly caused by the acquisition of new aircraft, which led to the disposal of advance payments for future
delivery of aircraft (€88.6m). These aircraft deliveries led to reallocations within property, plant and
equipment but also to additions to right-of-use assets, which are due to sale and leaseback transactions (for
details please refer to the section ‘Right-of-use-assets’). Accordingly property, plant and equipment declined
due to the delivery of aircrafts. Depreciation and amortisation of €172.6m led to a further decrease in
property, plant and equipment.

 

11. Right-of-use assets

Compared to 30 September 2021 right-of-use assets decreased by €15.1m to €2,994.1m. Depreciation charged of
€378.7m led to a decrease in right-of-use assets. The reclassification of an aircraft into property, plant and
equipment led to a further reduction of right-of-use assets by €16.9m (in this context, we refer to the section
‘Property, plant and equipment’).

 

Contrarily, additions totalled €150.7m, of which €142.0m was attributable to the delivery of six new aircraft
which were purchased and then sold and leased back. Furthermore, foreign exchange translation led to an increase
in right-of-use assets of €169.9m. Modifications and reassessments of existing lease contracts increased the
right-of-use assets by €58.1m. The increase is mainly due to contract extensions related to leased aircraft
(€38.6m), leased travel agencies (€12.5m) and hotel leases (€11.3m).

 

The corresponding liabilities are explained in the section ‘Lease Liabilities’.

 

12. Trade and other receivables

In the first quarter of the current financial year the reorganisation of insolvency protection for package tours
became effective in Germany. Accordingly, the liquid funds which were provided by TUI to the former insolvency
protection fund were returned. Partially offsetting this, receivables for security deposits for the travel
insurance and receivables from deferred purchase price payments relating to the disposal of Nordotel S.A were
recognised.

 

The increase in the current trade and other receivables is related to the resumption of travel activity and
increased bookings.

 

13. Other financial assets

The increase of other financial assets relates to short-term financial investments, which were issued to secure
advance payments from customers.

 

14. Assets held for sale

As at 30 June 2022, no assets were classified as held for sale. During the period under review, there were no
reclassifications to assets held for sale.

 

As at the end of the prior financial year, assets classified as held for sale exclusively consisted of assets of
the Nor-dotel disposal group in the Hotels & Resorts segment worth €96.5m as well as the associated liabilities
of €50.6m. The sale of this disposal group was completed in October 2021. In this context, please refer to the
section ‘Divest-ments’.

 

15. Pension provisions and similar obligations

The pension provisions for unfunded plans and plans with underfunding decreased by €348.3m to €586.8m compared
to the end of the previous financial year.

 

The overfunding of funded pension plans reported in other non-financial assets increased by €62.3m to €199.4m
compared to 30 September 2021.

 

This development is attributable in particular to remeasurement effects due to significantly increased interest
rate levels in the UK and the Eurozone.

 

16. Financial liabilities

Non-current financial liabilities decreased by €1,408.1m to €1,628.0m compared to 30 September 2021. This
de-crease was primarily attributable to a decrease in liabilities to banks of €1,339.2m as well as to a
contractually agreed early redemption of 913 partial option bonds on 1 April 2022. Of this amount, €91.3m is
accounted for by the nominal value of the partial option bonds and €7.2m by interest and early repayment
penalties. The remaining 587 partial bonds shown under non-current financial liabilities are not affected by the
early redemption, nor are the approx. 58.7m call options on TUI shares, which are legally and financially
separated from the warrant bond.

 

The main financing instrument is a syndicated revolving credit facility (RCF) between TUI AG and the existing
bank-ing syndicate which from 2020, included the KfW. The volume of this revolving credit facility totals
€3.635bn at 30 June 2022. At 31 March 2022 the size of the unused loan commitments under the separate KfW credit
line within this syndicated revolving credit facility was reduced by €413.7m in April 2022 as well as by €336.0m
in May.

 

In addition, there has been a separate syndicated revolving credit facility of €170.0m. This credit facility was
fully cancelled in April 2022.

 

At 30 June 2022, the amounts drawn under the revolving credit facilities totalled €339.5m (30 September 2021
€1,852.9m).

 

Current financial liabilities decreased by €131.0m to €153.6m at 30 June 2022 compared to €284.6m at 30
Sep-tember 2021. The decrease results primarily from a reduction in liabilities to banks.

 

For more details on the terms, conditions and the reductions of the credit lines as well as the redemption of
the bond with warrants, please refer to the section "Going Concern Reporting under the UK Corporate Governance
Code".

 

17. Lease liabilities

Compared to 30 September 2021, the lease liabilities increased by €1.9m to €3,231.3m. Additions from newly
leased contracts led to an increase in lease liabilities of €163.6m, of which €154.4m relate to the addition of
six new aircraft. Furthermore, lease liabilities increased by €205.9m due to foreign exchange translation and by
€117.6m due to interest charges. Changes and remeasurements of existing leases resulted in an increase in lease
liabilities of €58.3m. On the other hand, payments of €546.9m led to a decline in lease liabilities.

 

18.  Other financial liabilities

The other financial liabilities include touristic advance payments received for tours cancelled because of
COVID-19 restrictions of €33.3m (as at 30 September 2021 €204.6m), for which immediate cash refund options exist
and which have to be repaid shortly if the customer opts for payment. Please see the following section for more
details.

 

19. Touristic advance payments received

Apart from the immediate cash refund option in certain jurisdictions, TUI Group offers its customers
voucher/refund credits for trips cancelled because of the COVID-19 crisis. If these voucher/refund credits are
not used for future bookings within a specified period, the customer is entitled to a refund of the voucher
value. The entitlement to a refund of the voucher value represents a financial liability. Due to the high level
of uncertainty regarding the further development of the COVID-19 crisis and customer behavior, it is not
possible for TUI Group to reliably estimate the extent of utilization of the voucher/refund credits for future
bookings. As at 30 June 2022, the touristic advance payments received include no advance payments (as at 30
September 2021 €2.4m) for cancelled trips for which customers have received voucher/refund credits which may
have to be refunded after a certain period of time.

 

20. Changes in equity

Overall, equity increased by €228.4m when compared to 30 September 2021, from €-418.4m to €-190.0m.

 

In October 2021, TUI AG carried out a capital increase for cash. 523.5m shares were issued. In May 2022, TUI AG
carried out an additional capital increase for cash. 162.3m shares were issued. In total, the Company's
subscribed capital increased due to the capital increases in the nominal amount of €1.00 per share by €685.8m.

 

The capital reserve increased by €837.1m in total. The change results from an increase related to the premium of
the capital increases in the amount of €872.2m and a decrease due to offsetting of expenses incurred from
capital measures in the amount of €35.1m.

 

The Silent Participation II was repaid early on 30 June 2022 in the amount of €671.0m. As part of this
repayment, coupons and additional remuneration of €54.4m were paid. Of this, €51.0m directly reduces equity,
while €3.4m is to be shown as interest expense.

 

In the first nine months of the financial year 2022, TUI AG paid no dividend (previous year: no dividend).

 

The Group’s loss in the first nine months of the financial year 2022 is still significantly attributable to
measures taken to contain the spread of Covid-19. In addition, after the restart of travel activities, the
seasonal swing in tourism also has an effect again.

 

The proportion of gains and losses from hedging instruments for effective hedging of future cash flows includes
an amount of €100.9m (pre‑tax) carried under other comprehensive income in equity outside profit and loss
(previous year €92.9m).

 

The revaluation of pension obligations is also recognised under other comprehensive income directly in equity
without effect on profit and loss.

 

21. Financial instruments

 

Carrying amounts and fair values according to classes and measurement categories according to IFRS 9 as at 30
Jun 2022
                                                                                                                
                                                                    Category according to IFRS 9                
                                               Fair value with no   Fair value with   Fair value   Fair value of
€ million            Carrying   At amortised     effect on profit      no effect on      through       financial
                       amount           cost     and loss without   profit and loss   profit and     instruments
                                                        recycling    with recycling         loss
Assets                                                                                                          
Trade receivables
and other                                                                                                       
receivables
thereof
instruments within    1,400.1        1,263.2                    -                 -        136.9         1,401.5
the scope of
IFRS 9
thereof
instruments within        9.4              -                    -                 -            -            10.5
the scope of
IFRS 16
Derivative
financial                                                                                                       
instruments
Hedging                  83.3              -                    -              83.3            -            83.3
transactions
Other derivative
financial               130.5              -                    -                 -        130.5           130.5
instruments
Other financial         125.5          115.6                  8.9                 -          1.0           124.8
assets
Cash and cash         1,583.4        1,583.4                    -                 -            -         1,583.4
equivalents
Liabilities                                                                                                     
Financial             1,781.6        1,781.5                    -                 -            -         1,501.4
liabilities
Trade payables        2,787.5        2,787.5                    -                 -            -         2,787.5
Derivative
financial                                                                                                       
instruments
Hedging                  17.8              -                    -              17.8            -            17.8
transactions
Other derivative
financial                27.5              -                    -                 -         27.5            27.5
instruments
Other financial         137.2          137.2                    -                 -            -           137.2
liabilities

 

Carrying amounts and fair values according to classes and measurement categories according to IFRS 9 as at 30
Sep 2021
                                                                                                                
                                                                    Category according to IFRS 9                
                                               Fair value with no   Fair value with   Fair value   Fair value of
€ million            Carrying   At amortised     effect on profit      no effect on      through       financial
                       amount           cost     and loss without   profit and loss   profit and     instruments
                                                        recycling    with recycling         loss
Assets                                                                                                          
Trade receivables
and other                                                                                                       
receivables
thereof
instruments within      769.2          661.1                    -                 -        108.1           783.2
the scope of
IFRS 9
thereof
instruments within       11.1              -                    -                 -            -            11.7
the scope of
IFRS 16
Derivative
financial                                                                                                       
instruments
Hedging                   4.5              -                    -               4.5            -             4.5
transactions
Other derivative
financial                57.8              -                    -                 -         57.8            57.8
instruments
Other financial          24.4           12.1                 10.3                 -          2.0            24.4
assets
Cash and cash         1,583.9        1,586.1                    -                 -            -         1,586.1
equivalents
Liabilities                                                                                                     
Financial             3,320.7        3,320.8                    -                 -            -         3,359.7
liabilities
Trade payables        2,052.4        2,071.9                    -                 -            -         2,071.9
Derivative
financial                                                                                                       
instruments
Hedging                   0.4              -                    -               0.4            -             0.4
transactions
Other derivative
financial                23.4              -                    -                 -         23.4            23.4
instruments
Other financial         318.9          318.9                    -                 -            -           318.9
liabilities
 

 

The amounts shown in the column ‘carrying amount’ (as shown in the balance sheet) in the tables above can differ
from those in the other columns of a particular row since the latter includes all financial instruments
incorporating those financial instruments which are part of disposal groups according to IFRS 5. In the balance
sheet, financial instruments, which are part of a disposal group, are shown separately. Further details on this
can be found in the consolidated financial statements as of 30 September 2021.

 

The instruments measured at fair value through other comprehensive income (OCI) within the other financial
assets class are investments in companies based on medium to long-term strategic objectives. Recording all
short-term fluctuations in the fair value in the income statement would not be in line with TUI Group's
strategy; these equity instruments were, therefore, designated as at fair value through OCI.

 

In the period under review, the fair values of other current receivables and current liabilities to banks were
determined in line with the past financial year, taking account of yield curves and the respective credit risk
premium (credit spread) based on credit rating. Thus, as an adjustment to the current market conditions due to
the implications of the COVID-19 pandemic to the business activities, the assumption that the carrying amount
approximately corresponds to the fair value due to the short remaining term has been rejected.

 

The fair values of non-current trade receivables, other receivables and other financial assets correspond to the
present values of the cash flows associated with the assets, taking account of current interest parameters which
reflect market and counterparty-related changes in terms and expectations. For cash and cash equivalents,
current trade receivables, current trade payables and other financial liabilities the carrying amount
approximates the fair value due to the short remaining term.

 

The COVID-19 pandemic significantly impacted business operations and the existing hedging strategy for currency
risks and fuel price risks. Due to numerous travel restrictions and limitations in the past two financial years,
the occurrence of numerous hedged underlying transactions could no longer be assessed as highly likely, causing
a decline in fuel price and currency hedge requirements and therefore requiring the prospective termination of
these hedges.

 

For the hedges so affected, occurrence of the underlying transactions can no longer be expected for a future
point in time, so that all accrued amounts from the change in the value of the relevant hedging instruments were
reclassified from cash flow hedge reserve (OCI) to the cost of sales in the income statement. Despite the
significant increase in bookings, €+0.4m were reclassified from foreign currency hedges in the current financial
year. All future changes in the value of these de-designated hedges are taken to the cost of sales in the income
statement through profit and loss and recognised as other derivative financial instruments from the date of the
termination of the cash flow hedge accounting. At 30 June 2022 only foreign currency hedges have been
de-designated as the highly expected forecasted transactions did not occur. The fair value of these reclassified
hedging instruments totalled €+0.7m at a nominal volume of €12.1m.

 

Furthermore, the significant increase in TUI Group’s credit risk had a direct impact on the retrospective hedge
effectiveness test, because when calculating retrospective effectiveness, the credit risk is included in the
derivative instrument entered into with the counterparty, but not in the hypothetical derivative. As a result,
fuel price, interest rate and currency hedges had to be de-designated as they no longer met the effectiveness
requirements of IAS 39. All future changes in the value of these de-designated fuel and foreign currency hedges
are taken to the cost of sales, whilst interest rate hedges are recognised in the financial result, in the
income statement through profit and loss, and recognised as other derivative financial instruments from the date
of the termination of the cash flow hedge accounting. At 30 June 2022, the fair value of these reclassified fuel
price hedges totalled €+79.6m at a nominal value of €107.3m, while the fair value of the interest rate hedges
amounted to €+2.7m at a nominal volume of €354.5m and the fair value of foreign currency hedges totalled €+8.2m
at a nominal volume of €85.7m.

 

Aggregation according to measurement categories under IFRS 9 as at 30 Jun 2022
                                                                                                                
€ million                                                  Carrying amount of financial instruments   Fair Value
                                                                                              Total
Financial assets                                                                                                
at amortised cost                                                                           2,962.2      2,962.9
at fair value – recognised directly in equity without                                           8.9          8.9
recycling
at fair value – through profit and loss                                                       268.4        268.4
Financial liabilities                                                                                           
at amortised cost                                                                           4,706.2      4,426.1
at fair value – through profit and loss                                                        27.5         27.5
                                                                                                       
                                                                                                       
Aggregation according to measurement categories under IFRS 9 as at 30 Sep 2021
                                                                                                                
€ million                                                  Carrying amount of financial instruments   Fair Value
                                                                                              Total
Financial assets                                                                                                
at amortised cost                                                                           2,259.3      2,381.4
at fair value – recognised directly in equity without                                          10.3         10.3
recycling
at fair value – through profit and loss                                                       167.9        167.9
Financial liabilities                                                                                           
at amortised cost                                                                           5,711.6      5,750.5
at fair value – through profit and loss                                                        23.4         23.4
 

Fair value measurement

The table below presents the fair values of recurring, non-recurring and other financial instruments measured at
fair value in line with the underlying measurement level. The individual measurement levels have been defined as
follows in line with the inputs:

 

  • Level 1: (unadjusted) quoted prices in active markets for identical assets or liabilities.
  • Level 2: inputs for the measurement other than quoted market prices included within Level 1 that are
    observable in the market for the asset or liability, either directly (as quoted prices) or indirectly
    (derivable from quoted prices).
  • Level 3: inputs for the measurement of the asset or liability not based on observable market data.

Hierarchy of financial instruments measured at fair value as at 30 Jun 2022
                                                                            
                                                        Fair value hierarchy
€ million                                Total   Level 1   Level 2   Level 3
Assets                                                                      
Other receivables                        136.9         -         -     136.9
Other financial assets                     9.9         -         -       9.9
Derivative financial instruments                                            
Hedging transactions                      83.3         -      83.3         -
Other derivative financial instruments   130.5         -     130.5         -
                                                                            
Liabilities                                                                 
Derivative financial instruments                                            
Hedging transactions                      17.8         -      17.8         -
Other derivative financial instruments    27.5         -      27.5         -
                                                                            
                                                                            
Hierarchy of financial instruments measured at fair value as of 30 Sep 2021
                                                                            
                                                        Fair value hierarchy
€ million                                Total   Level 1   Level 2   Level 3
Assets                                                                      
Other receivables                        108.1         -         -     108.1
Other financial assets                    12.3         -         -      12.3
Derivative financial instruments                                            
Hedging transactions                       4.5         -       4.5         -
Other derivative financial instruments    57.8         -      57.8         -
                                                                            
Liabilities                                                                 
Derivative financial instruments                                            
Hedging transactions                       0.4         -       0.4         -
Other derivative financial instruments    23.4         -      23.4         -
 

 

At the end of every reporting period, TUI Group checks whether there are any reasons for reclassification to or
from one of the measurement levels. Financial assets and financial liabilities are generally transferred out of
Level 1 into Level 2 if the liquidity and trading activity no longer indicate an active market. The opposite
situation applies to potential transfers out of Level 2 into Level 1. In the reporting period, there were no
transfers between Level 1 and Level 2.

 

Reclassifications from Level 3 to Level 2 or Level 1 are made if observable market price quotations become
available for the asset or liability concerned. In the reporting period there were no other transfers from or to
Level 3. TUI Group records transfers from or to Level 3 at the date of the obligating event or occasion
triggering the transfer.

 

Level 1 financial instruments

The fair value of financial instruments for which an active market exists is based on quoted prices at the
reporting date. An active market exists if quoted prices are readily and regularly available from an exchange,
dealer, broker, pricing service or regulatory agency and these prices represent actual and regularly occurring
market transactions on an arm’s length basis. These financial instruments are classified as Level 1. The fair
values correspond to the nominal amounts multiplied by the quoted prices at the reporting date. Level 1
financial instruments primarily comprise shares in listed companies classified as at fair value through OCI and
bonds issued classified as financial liabilities at amortised cost.

 

Level 2 financial instruments

The fair values of financial instruments not traded in an active market, e.g., over-the-counter (OTC)
derivatives, are determined by means of valuation techniques. These valuation techniques make maximum use of
observable market data and minimise the use of Group-specific assumptions. If all essential inputs for the
determination of the fair value of an instrument are observable, the instrument is classified as Level 2.

 

If one or several key inputs are not based on observable market data, the instrument is classified as Level 3.

 

The following specific valuation techniques are used to measure financial instruments:

  • For OTC bonds, debt components of warrants and convertible bonds, liabilities to banks, promissory notes and
    other non-current financial liabilities as well as for current other receivables, current financial
    liabilities and non-current trade and other receivables, the fair value is determined as the present value
    of future cash flows, taking account of observable yield curves and the respective credit spread, which
    depends on the credit rating.
  • The fair value of over-the-counter derivatives is determined by means of appropriate calculation methods,
    e.g. by discounting the expected future cash flows. The forward prices of forward transactions are based on
    the spot or cash prices, taking account of forward premiums and discounts. The fair values of optional
    hedges are calculated based on option pricing models. The fair values determined on the basis of the Group’s
    own systems are periodically compared with fair value confirmations of the external counterparties.
  • Other valuation techniques, e.g., discounting future cash flows, are used to determine the fair values of
    other financial instruments.

 

Level 3 financial instruments

The table below presents the fair values of the financial instruments measured at fair value on a recurring
basis, classified as Level 3:

 

Financial assets measured at fair value in Level 3
                                                                                                   
€ million                                  Other  receivables IFRS9   Other financial assets IFRS 9
Balance as at 1 Oct 2020                                          -                            10.6
Additions                                                     108.1                               -
sale                                                          108.1                               -
Disposals                                                         -                           - 0.1
sale                                                              -                           - 0.1
Total gains or losses for the period                              -                           - 0.1
recognised in other comprehensive income                          -                           - 0.1
Foreign currency effects                                          -                             1.9
Balance as at 30 Sep 2021                                     108.1                            12.3
Balance as at 1 Oct 2021                                      108.1                            12.3
Additions                                                      30.6                               -
sale                                                           30.6                               -
Disposals                                                         -                             0.9
Total gains or losses for the period                          - 1.8                           - 1.4
recognised through profit and loss                            - 1.8                               -
recognised in other comprehensive income                          -                           - 1.4
Foreign currency effects                                          -                           - 1.9
Balance as at 30 Jun 2022                                     136.9                             9.9

 

 

Evaluation process

The fair value of financial instruments in level 3 has been determined by TUI Group's financial department using
the discounted cash flow method. This involves the market data and parameters required for measurement being
compiled or validated. Non-observable input parameters are reviewed based on internally available information
and updated if necessary.

 

In principle, the unobservable input parameters relate to the following parameters: the (estimated) EBITDA
margin is in a range between -4.2% and 26.2% (30 September 2021: -4.2% and 22.5%). The constant growth rate is
1% (30 September 2021: 1%). The weighted average cost of capital (WACC) is in a range between 9.75%-10.0% (30
September 2021: 8.8-9.9%). Due to materiality, no detailed figures have been provided. With the exception of the
WACC, there is a positive correlation between the input factors and the fair value.

 

The decrease of the fair values of the Other financial assets in Level 3 mainly results from an valuation effect
in the amount of -€1.4m and foreign exchange rate effects in the amount of -€1.9m.

 

The Other receivables according to IFRS 9 in Level 3 at a carrying amount of €106.3m as at 30 June 2022 (as at
30 September 2021 €108.1m) relate to a variable purchase price receivable from the sale of Riu Hotels S.A.,
carried as a financial instrument in the measurement category at fair value through profit and loss. The fair
value is determined using a probability calculation for the future gross operating profit, taking account of
contractual entitlements to an additional purchase price demand and an appropriate risk-adjusted discount rate
(0.75% to 1.75%, 30 September 2021: -0.33% to -0.22%). Gross operating profit is defined as total revenue minus
operating expenses. The cash flows from the contractual claims set out in the underlying Memorandum of
Understanding depend solely on a number of contractually determined Riu hotels delivering the gross operating
profit for calendar years 2022 and 2023.

 

The variable purchase price payment varies as a function of delivering the contractually fixed gross operating
profit. The maximum amount is limited. At least 90% of the target gross operating profit contractually agreed
for 2022 or 2023, respectively, has to be achieved in order to generate a variable purchase price payment. If
the 90% target is not met, no further purchase price payment will be made. The maximum purchase price payment
totals €127.4m. Due to different expectations regarding target achievement, potential purchase price payments
vary between €0 and €127.4m.

 

TUI expects the hotels concerned to deliver around 95% to 100% of cumulative gross operating profit in calendar
year 2022 and around 100% to 105% in calendar year 2023. The current planning for the relevant hotels (input
parameters) is regularly reviewed by the responsible accounting staff.  In the period under review, within the
scope of subsequent remeasurement a loss of €1.8m was recognised in the income statement in connection with the
variable purchase price receivable from the sale of Riu Hotels S.A. due to the risk-adjusted discount rate.

 

Sensitivity analysis shows that an increase in the hotels’ gross operating profit of 10% would result in a
change in the present value of the additional purchase price receivable of €19.7m (as at 30 September 2021
€20m), while a reduction in gross operating profit of 10% would result in a change in the present value of
€-94.4m (as at 30 September 2021 €-95.9m). An interest rate shift of +/-100 basis points would alter the present
value of the purchase price receivable by €1.1m (as at 30 September 2021 €2.0m).

 

Other receivables in Level 3 in accordance with IFRS 9 include deferred purchase price receivables from the sale
of Nordotel S.A. with a carrying amount of €30.6m at 30 June 2022, measured as a financial instrument at fair
value through profit or loss. The deferred purchase price payments of €10.2m and €20.4m are due after one year
and two years, respectively, following the closing of the transaction on 5 October 2021, taking account of final
purchase price adjustments.

 

The cash flows of the final purchase price adjustments from the contractual claims arising from the underlying
purchase contract exclusively depend on the delivery of balance sheet items defined in the purchase contract for
net debt and working capital in the audited annual financial statements of Nordotel S.A. as per 30 September
2021 under Spanish law. The fair value is determined on the basis of an estimate of net debt and working
capital, taking account of the contractual claims for additional payments in adjusted purchase price and an
appropriate risk-adjusted discount rate (-0.14% to +1.13%).

 

Any deviation from the parameter results in a purchase price adjustment of the same amount. Sensitivity analysis
shows that an interest rate shift of +/-100 basis points would alter the present value of the purchase price
receivable by around €0.3m.

 

Effects on results

The effects of remeasuring financial assets carried at fair value through OCI as well as the effective portions
of changes in fair values of derivatives designated as cash flow hedges are listed in the statement of changes
in equity.

 

22. Contingent liabilities

As at 30 June 2022, contingent liabilities amounted to €103.5m (as at 30 September 2021 €128.7m, previous year
adjusted). They are mainly attributable to the granting of guarantees for the benefit of hotel and cruises
activities and the granting of guarantees for contingent liabilities from aircraft leasing agreements. The
contingent liabilities are reported at an amount representing the best estimate of the expenditure required to
meet the potential obligation at the balance sheet date.

23. Other financial commitments

 

Nominal values of other financial commitments
                                                                     
€ million                                             30 Jun 2022   30 Sep 2021
Order commitments in respect of capital expenditure       2,322.0       2,386.1
Other financial commitments                                 148.8          91.7
Total                                                     2,470.8       2,477.8

 

As at 30 June 2022 order commitments in respect of capital expenditure decreased by €64.1m as against

30 September 2021. The decrease in order commitments is attributed to delivery of aircraft. The reduction is to
a greater extent partially off set by the effects of foreign exchange for order commitments denominated in
non-functional currencies. The commitments for maintenance and repairs which are reported within other financial
commitments increased particularly in the segment Hotels & Resorts after the business returned to normality.

 

24. Note to the unaudited condensed consolidated Cash Flow Statement

The cash flow statement shows the flow of cash and cash equivalents on the basis of a separate presentation of
cash inflows and outflows from operating, investing and financing activities. The effects of changes in the
group of consolidated companies and of foreign currency translation are eliminated.

 

In the period under review, cash and cash equivalents decreased by €2.7m to €1,583.4m.

 

In 9M 2022, the cash inflow from operating activities totalled €1,970.6m (9M 2021 cash outflow of €1,089.4m),

including an inflow of €6.1m (9M 2021 €3.8m) from interest payments, €0.3m dividends from non consolidated
companies (9M 2021 €0.0m) and €0.2m dividends from companies using the at equity method (9M 2021 €13.4m). Income
tax payments resulted in a cash outflow of €122.1m (9M 2021 €4.3m).

 

The total cash outflow from investing activities totalled €286.5m (9M 2021 cash inflow of €125.4m). This
includes a cash outflow for capital expenditure on property, plant and equipment and intangibles of €376.5m. The
Group recorded a cash inflow of €112.6m from the divestment of property, plant and equipment and intangible
assets. A sales price adjustment for the sale of the stakes in Riu Hotels S.A., effected in the prior year,
resulted in a cash outflow of €23.9m. A further €2.2m relates to cash balances leaving TUI Group in connection
with the sale of Nordotel S.A. in the financial year under review. While the selling price had already been
partly paid in the prior year, some payments are still due.

 

The cash outflow from financing activities totalled €-1,662.4m (9M 2021 cash inflow of €1,228.3m). TUI AG
recorded a cash inflow of €1,522.9m from capital increases in October 2021 and May 2022 after deduction of
transaction costs. At the end of June, TUI AG fully repaid the Silent Participation II of €671.0m plus a coupon
of €51.0m, presented as a dividend, to WSF (Economic Stabilisation Fund).

 

In the financial year under review, TUI AG decreased its syndicated credit facility by €1,523.4m. TUI Group
companies took out loans worth €47.2m. A cash outflow of €688.5m resulted from the redemption of further
financial liabilities, including €437.5m for lease liabilities. Interest payments resulted in an outflow of
€298.7m.

 

Moreover, cash and cash equivalents decreased by €-24.4m (9M 2021 €27.0m) due to changes in exchange rates.

 

At 30 June 2022, cash and cash equivalents of €612.1m were subject to restrictions (as at 30 September 2021
€509.0m).

 

On 30 September 2016, TUI AG entered into a long term agreement to close the gap between the obligations and the
fund assets of defined benefit pension plans in the UK. At the balance sheet date an amount of €67.6m is
deposited as a security within a bank account (as at 30 September 2021 €46.4m). TUI Group can only use that cash
and cash equivalents if it provides alternative collateral.

 

Furthermore, an amount of €116.1m (as at 30 September 2021 €116.3m) was deposited with a Belgian subsidiary
without acknowledgement of debt by the Belgian tax authorities in financial year 2013 in respect of
long-standing litigation over VAT refunds for the years 2001 to 2011. The purpose was to suspend the accrual of
interest for both parties. In order to collateralise a potential repayment, the Belgian government was granted a
bank guarantee. Due to the bank guarantee, TUI’s ability to dispose of the cash and cash equivalents is
restricted.

 

The remaining €428.4 (as at 30 September 2021 €346.3m) subject to restrictions relate to cash and cash
equivalents to be deposited due to statutory or regulatory requirements mainly in order to secure customer
deposit and credit card payables.

 

25. Reporting segments

 

Revenue by segment for the period from 1 Oct 2021 to 30 Jun 2022
                                                   
€ million                 External       Group     9M 2022 Total
Hotels & Resorts             638.8       271.0             909.8
Cruises                      178.8           -             178.8
TUI Musement                 287.4       155.5             442.9
Consolidation                    -       - 2.6             - 2.6
Holiday Experiences        1,105.0       423.9           1,528.9
Northern Region            3,262.9       237.4           3,500.3
Central Region             3,053.8        59.9           3,113.7
Western Region             1,465.5       107.0           1,572.5
Consolidation                    -     - 394.1           - 394.1
Markets & Airlines         7,782.2        10.2           7,792.4
All other segments            43.6         3.9              47.5
Consolidation                    -     - 438.0           - 438.0
Total                      8,930.8           -           8,930.8
                                                                
Revenue by segment for the period from 1 Oct 2020 to 30 Jun 2021
                                                   
€ million                 External       Group     9M 2021 Total
Hotels & Resorts             157.9       124.3             282.2
Cruises                        2.7           -               2.7
TUI Musement                  37.5        13.7              51.2
Consolidation                    -       - 1.4             - 1.4
Holiday Experiences          198.2       136.5             334.7
Northern Region              215.1       202.7             417.8
Central Region               707.7        62.2             769.9
Western Region               222.6        97.1             319.7
Consolidation                    -     - 359.5           - 359.5
Markets & Airlines         1,145.5         2.4           1,147.9
All other segments            22.3         3.6              25.9
Consolidation                    -     - 142.6           - 142.6
Total                      1,365.9           -           1,365.9

 

The segment data shown are based on regular internal reporting to the Executive Board. Since the 2020 fiscal
year, the internationally more commonly used earnings measure "underlying EBIT" is used for value-based
management.

Accordingly, this represents the segment performance indicator within the meaning of IFRS 8.

 

We define the EBIT in underlying EBIT as earnings before interest, income taxes and expenses from the
measurement of the Group's interest rate hedging instruments. Impairment losses on goodwill are by definition
included in EBIT.

 

Underlying EBIT has been adjusted to exclude certain items which, due to their size and frequency of occurrence,
make it difficult or distort the assessment of the operating performance of the business areas and the Group.
These items include gains and losses on the disposal of financial assets, significant gains and losses on the
disposal of assets, and significant restructuring and integration expenses. In addition, all effects from
purchase price allocations, incidental acquisition costs and contingent purchase price payments are adjusted.
Impairment losses on goodwill have also been eliminated in the reconciliation to underlying EBIT.

 

In 9M 2022, underlying EBIT includes results of investments accounted for using the equity method of €-9.2m
(9M 2021 €-226.5m). For a split up by segments, please refer to Note 6 ’Share of result of investments accounted
for using the equity method’.

 

 

Underlying EBIT by segment
                      9M 2022     9M 2021
€ million                      
Hotels & Resorts        189.7     - 268.6
Cruises               - 102.3     - 234.6
TUI Musement           - 15.7      - 96.7
Holiday Experiences      71.7     - 599.9
Northern Region       - 445.7     - 708.1
Central Region         - 51.8     - 377.4
Western Region        - 159.5     - 247.3
Markets & Airlines    - 657.1   - 1,332.8
All other segments     - 45.1      - 45.9
Total                 - 630.5   - 1,978.6

 

Impairment on other intangible assets, property, plant and equipment and right of use assets
                                                                            
€ million                                              9M 2022                       9M 2021
Hotels & Resorts                                             -                          29.7
Holiday Experiences                                          -                          29.7
Northern Region                                            3.2                          20.3
Central Region                                             1.3                           3.3
Markets & Airlines                                         4.5                          23.6
All other segments                                         0.2                          24.1
Total                                                      4.7                          77.4

 

 

Reconciliation to underlying EBIT of TUI Group
                                                                                                        
€ million                                                                                    9M 2022     9M 2021
Earnings before income taxes                                                               - 1,032.6   - 2,390.7
plus: Net interest expenses (excluding expense / income from measurement of interest           384.4       336.7
hedges)
plus / less: (Expenses) income from measurement of interest hedges                             - 8.8         7.4
EBIT                                                                                         - 657.0   - 2,046.6
Adjustments:                                                                                                    
plus: Separately disclosed items                                                                 5.0        43.5
plus: Expense from purchase price allocation                                                    21.5        24.4
Underlying EBIT                                                                              - 630.5   - 1,978.6

 

Net expenses for the separately disclosed items of €5.0m in the first nine months of financial year 2022 include
restructuring expenses in the Northern Region (-€1m), Central Region (€25m) and TUI Musement (€1m) segments. In
addition, adjustments were made for income of €22m from the divestment of the stake in Nordotel S.A, fully
consolidated in the Hotels & Resorts segment, to Grupotel S.A., a joint venture of the TUI Group, offset by
expenses of €2m from the revaluation of a purchase price receivable. 

 

Net expenses for the separately disclosed items of €43.5m in the first nine months of financial year 2021
include income of €53m from the reversal of restructuring provisions no longer required in the Central Region
due to the lower than expected reduction in fleet size at TUIfly. In addition, restructuring expenses of €89m
were incurred in TUI Musement (€11m), Northern Region (€12m), Central Region (€8m), Western Region (€18m) and
All other segments (€40m). Furthermore, disposal results from the sale of an investment in an aircraft asset
company in Northern Region (-€2m) and Central Region (-€1m), the sale of two hotel companies in Hotels & Resorts
(-€5m) and in Western Region (€2m) as well as an expense from a subsequent purchase price adjustment of €2m in
All other segments were adjusted.

 

Expenses for purchase price allocations of €21.5m (previous year €24.4m) relate in particular to the scheduled
amortization of intangible assets from acquisitions made in previous years.

 

26. Related parties

Apart from the subsidiaries included in the Interim Financial Statements, TUI AG, in carrying out its business
activities, maintains direct and indirect relationships with related parties. All transactions with related
parties were executed on an arm’s length basis.

 

As at 31 December 2021, Unifirm Ltd, Cyprus, held 34.0% of the shares in TUI AG (as at 30 September 2021 32.0%).
Unifirm Ltd was indirectly controlled by Alexey Mordashov. TUI received voting rights notifications informing
the company that a 4.1% stake in TUI AG had been transferred to Severgroup LLC, Russia, a company controlled by
Alexey Mordashov, on 28 February 2022 via a number of share transfers, and that Alexey Mordashov had ceded
control over Unifirm Ltd. The majority shareholder of Unifirm Ltd, which held 29.9% of the shares in TUI AG at
the time of the notification of voting rights, was Ondero Ltd, British Virgin Islands. In a further regulatory
notification TUI has been informed on 18 March 2022 that Marina Mordashova is the controlling shareholder of
Ondero Ltd.

 

Moreover, the Federal Ministry for Economic Affairs and Climate Action has informed TUI that it has initiated an
assessment procedure under the Foreign Trade and Payments Act to ascertain whether the reported transactions are
effective. Until the conclusion of these proceedings the transactions are pending invalid and the voting rights
of Unifirm Ltd may not be exercised.

 

Alexey Mordashov was specified on a EU sanctions list on 28 February 2022, Marina Mordashova on 3 June 2022.
Thus they do not have access to the shares in TUI AG controlled by them, the associated voting rights and
economic benefits. This applies regardless of the outcome of the assessment procedures by the Federal Ministry
for Economic Affairs. Mr Mordashov stepped down from TUI AG’s Supervisory Board with immediate effect on 2 March
2022.

 

Accordingly Mr Mordashov and Mrs Mordashova and the companies controlled by them are not related parties to TUI
AG.

 

On 4 March 2022 Mr Vladimir Lukin stepped down from TUI AG’s Supervisory Board with immediate effect. On 1 April
2022 Mrs Sonja Austermühle and on 31 May 2022 Mrs Helena Murano and Mr Christian Baier joined the Supervisory
Board of TUI AG.

 

More detailed information on related parties is provided under section 51 in the Notes to the consolidated
financial statements 2021.

 

 

 

 

Responsibility Statement

 

 

 

 

 

 

To the best of our knowledge, and in accordance with the applicable reporting principles for interim financial
reporting and in the accordance with (German) principles of proper accounting, the interim consolidated
financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss
of the Group, and the interim Group management report includes a fair review of the development and performance
of the business and the position of the Group, together with a description of the principal opportunities and
risks associated with the expected development of the Group for the remaining months of the financial year.

 

 

The Executive Board

 

Hanover, 8 August 2022

 

 

 

Friedrich Joussen

 

David Burling

 

Sebastian Ebel

 

Peter Krueger

 

Sybille Reiss

 

Frank Rosenberger

 

 

Review Report

 

To TUI AG, Berlin/Germany and Hanover/Germany

 

We have reviewed the condensed interim consolidated financial statements – comprising the condensed income
statement, the condensed statement of comprehensive income, the condensed statement of financial position, the
condensed statement of changes in equity, the condensed statement of cash flows as well as selected explanatory
notes to the consolidated financial statements – and the interim Group management report for the period from
1 October 2021 until 30 June 2022 of TUI AG, Berlin and Hanover, which are part of the financial report under 
§ 115 WpHG section 7 (Wertpapierhandelsgesetz: German Securities Trading Act). The preparation of the condensed
interim consolidated financial statements in accordance with the International Financial Reporting Standards
(IFRS) applicable to interim financial reporting as adopted by the EU, and of the interim group management in
accordance with the requirements of the WpHG applicable to interim Group management reports is the
responsibility of the entity’s executive board. Our responsibility is to issue a review report on the condensed
interim consolidated financial statements and on the interim Group management report based on our review.

 

We conducted our review of the condensed interim consolidated financial statements and of the interim Group
management report in compliance with the German Generally Accepted Standards for the Review of Financial
Statements promulgated by the Institut der Wirtschaftsprüfer (IDW) and in supplementary compliance with the
International Standard on Review Engagements 2410 “Review of Interim Financial Information Performed by the
Independent Auditor of the Entity”. Those standards require that we plan and perform the review to obtain a
limited level of assurance to preclude through critical evaluation that the condensed interim consolidated
financial statements have not been prepared, in material respects, in accordance with the IFRS applicable to
interim financial reporting as adopted by the EU or that the interim Group management report has not been
prepared, in material respects, in accordance with the requirements of the WpHG applicable to interim Group
management reports. A review is limited primarily to inquiries of personnel of the entity and to analytical
procedures applied to financial data and thus provides less assurance than an audit. Since, in accordance with
our engagement, we have not performed an audit, we do not express audit opinion.

 

Based on our review, nothing has come to our attention that causes us to believe that the condensed interim
consolidated financial statements of TUI AG, Berlin and Hanover, have not been prepared, in material respects,
in accordance with the IFRS applicable to interim financial reporting as adopted by the EU, or that the interim
Group management report has not been prepared, in material respects, in accordance with the requirements of the
WpHG applicable to interim group management reports.

 

Hanover/Germany, 8 August 2022

 

Deloitte GmbH

Wirtschaftsprüfungsgesellschaft

 

 

 

Christoph B. Schenk   Annika Deutsch

German Public Auditor   German Public Auditor

Cautionary statement regarding forward-looking statements

The present Interim Financial Report contains various statements relating to TUI Group’s and TUI AG’s future
development. These statements are based on assumptions and estimates. Although we are convinced that these
forward-looking statements are realistic, they are not guarantees of future performance since our assumptions
involve risks and uncertainties that could cause actual results to differ materially from those anticipated.
Such factors include market fluctuations, the development of world market prices for commodities and exchange
rates or fundamental changes in the economic environment. TUI does not intend to and does not undertake any
obligation to update any forward-looking statements in order to reflect events or developments after the date of
this Report.

 

Financial calendar

                                               
                               
                                           Date
Pre-Close Trading Statement   20 September 2022
Annual Report 2022             14 December 2022

 

 

 

Contacts

 

Mathias Kiep

Group Director Controlling, Corporate Finance & Investor Relations

Tel: + 44 (0)1293 645 925 /

       + 49 (0)511 566-1425

 

 

Nicola Gehrt

Director, Head of Group Investor Relations

Tel: + 49 (0)511 566-1435

 

Adrian Bell

Senior Manager Investor Relations

Tel: + 49 (0)511-2332

 

James Trimble

Investor Relations Manager

Tel: +44 (0)1582 315 293

 

Stefan Keese

Investor Relations Manager

Tel: + 49 (0)511 566-1387

 

Jessica Blinne

Junior Manager Investor Relations

Tel: + 49 (0)511 566-1442

 

Anika Heske

Junior Investor Relations Manager

Tel: + 49 (0)511 566-1437

 

 

 

TUI AG

Karl-Wiechert-Allee 4

30625 Hannover

Tel: + 49 (0)511 566-00

www.tuigroup.com

 

 

This Interim Financial Report, the presentation slides and the video webcast for Q3 2022 (published on 10 August
2022) are available at the following link:

 26 www.tuigroup.com/en-en/investors

 

 

════════════════════════════════════════════════════════════════════════════════════════════════════════════════

   ISIN:          DE000TUAG000
   Category Code: QRT
   TIDM:          TUI
   LEI Code:      529900SL2WSPV293B552
   Sequence No.:  180275
   EQS News ID:   1416653


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

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