Annual Report 2011/12 Annual Report 2011/12 TUI AG Karl-Wiechert-Allee 4 ANNU AL REPORT 2011/12 30625 Hanover Germany 1 October 2011 – 30 September 2012 Tel. +49 (0)511 566-00 Fax +49 (0)511 566-1901 www.tui-group.com TUI AG Aktiengesellschaft TUI Group – Table of Contents FOrwarD-LOOKING STATEMENTS Financial Highlights 13 To our Shareholders € million 2011/12 2010/11 Var. % 14 Chairman’s Letter 19 Corporate Governance Turnover 19 Report of the Supervisory Board TUI Travel 17,681.5 16,867.0 + 4.8 The annual report, in particular the report on expected developments included in the manage- 25 Executive Board and Supervisory Board1) TUI Hotels & Resorts 384.7 362.6 + 6.1 ment report, includes various forecasts and expectations as well as statements relating to the 28 Corporate Governance Report 2) Cruises 231.0 200.8 + 15.0 future development of the TUI Group and TUI AG. These statements are based on assumptions 42 TUI Share Group 18,330.3 17,480.3 + 4.9 and estimates and may entail known and unknown risks and uncertainties. Actual development and results as well as the financial and asset situation may therefore differ substantially from the 50 Management Report 2) EBITDA expectations and assumptions made. This may be due to market fluctuations, the development TUI Travel 50 Financial Year 2011/12 – an Overview 745.1 640.0 + 16.4 of world market prices for commodities, of financial markets and exchange rates, amendments to TUI Hotels & Resorts 245.1 215.6 + 13.7 52 The TUI Group national and international legislation and provision or fundamental changes in the economic and Cruises 11.0 19.7 - 44.2 64 Human Resources political environment. TUI does not intend to and does not undertake an obligation to update Group 924.1 850.1 + 8.7 66 Sustainable Development or revise any forward-looking statements to adapt them to events or developments after the 87 Economic Framework publication of this annual report. Underlying EBITDA 90 Group Earnings TUI Travel 833.9 718.4 + 16.1 93 Earnings by the Sectors TUI Hotels & Resorts 246.2 234.8 + 4.9 110 Net Assets Cruises 13.2 19.7 - 33.0 Imprint 114 Financial Position of the Group Group 1,023.4 923.5 + 10.8 124 Annual Financial Statements of TUI AG Design and production 128 Information Required under Takeover Law EBITA Kirchhoff Consult AG, Hamburg, Germany 132 Risk Report TUI Travel 441.0 321.4 + 37.2 144 Report on Subsequent Events TUI Hotels & Resorts 177.5 144.2 + 23.1 Photography 144 Report on Subsequent Events Cruises 0.8 11.2 - 92.9 Picture of CEO, 145 Overall Assessment of the Economic Situation Group 538.8 444.5 + 21.2 Picture of Supervisory Board, by the Executive Board Cover and TUI staff Sara-Lena Maierhofer, Berlin 150 TUI Group in Figures Underlying EBITA High-speed surfer Corbis TUI Travel 637.4 500.1 + 27.5 Market researcher Corbis, Getty TUI Hotels & Resorts 178.6 145.3 + 22.9 152 Consolidated Financial Statements Environmental guardian Corbis Cruises 3.0 11.2 - 73.2 153 Income Statement of the TUI Group Culture Expert Corbis Group 745.7 600.1 + 24.3 154 Statement of Comprehensive Income Long-distance runner Corbis of the TUI Group Group earnings 155 Financial Position of the TUI Group Net profit for the year 141.9 118.2 + 20.1 156 Statement of Changes in Group Equity Earnings per share € - 0.16 - 0.01 n/a 158 Cash Flow Statement Assets 159 Notes Non-current assets 8,668.2 9,107.6 - 4.8 159 Principles and Methods underlying Current assets 4,544.4 4,384.3 + 3.7 the Consolidated Financial Statements Total assets 13,212.6 13,491.9 - 2.1 182 Segment Reporting Equity and liabilities 190 Notes on the Consolidated Income Statement Equity 2,067.1 2,547.8 - 18.9 199 Notes to the Consolidated Statement of Financial Position Non-current liabilities 3,772.7 4,168.2 - 9.5 Printing 240 Notes on the Cash Flow Statement Current liabilities 7,372.8 6,775.9 + 8.8 Druckerei Fritz Kriechbaumer, Taufkirchen, Germany Total equity and liabilities 13,212.6 13,491.9 - 2.1 242 Other Notes The German version of this report is legally binding. The Company cannot be held responsible for Key ratios 262 Responsibility Statement by Management any misunderstandings or misinterpretations arising from this translation. EBITDA margin (underlying) % 5.6 5.3 + 0.3* 263 Auditor’s Report EBITA margin (underlying) % 4.1 3.4 + 0.6* 264 Forward-looking Statements ROIC % 15.98 11.44 + 4.54* Both versions are available on the web: annualreport2011-12.tui-group.com Equity ratio % 15.6 18.9 - 3.2* 1) Annex to the Notes This report was published on 19 December 2012. Cash flow from operating 2) Part of the Management Report activities 819.1 1,085.5 - 24.5 3) Combined Management Report of TUI AG and of the TUI Group Capital expenditure 643.2 474.4 + 35.6 An online version (HTML) of this report is available at Net debt 30.9. 178.2 816.7 - 78.2 annualreport2011-12.tui-group.com. It offers PDF Employees 30.9. 73,812 73,707 + 0.1 downloads of single chapters and all tables in Excel format. Differences may occur due to rounding * percentage points For further information, follow these pictograms: Web link Cross-reference within the report 264 Independent Auditors’ Report TUI AG Annual Report 2011/12 Putting a smile on people’s faces Putting a smile on people’s faces – that is our goal. With a high level of expertise, enthusiasm and commitment, our staff do their utmost to give our guests a unique holiday experience. From our technological service and innovative product In our opinion based on the findings of our audit, the consolidated financial statements comply, in worlds to the sustainable treatment of our destinations, we set new standards all material respects, with IFRSs, as adopted by the EU, and the additional requirements of German in the way we do business. commercial law pursuant to § 315a Abs. 1 HGB and give a true and fair view of the net assets and financial position of the Group as at 30 September 2012 as well as the results of operations for the business year then ended, in accordance with these requirements. Report on the Group Management Report We have audited the accompanying group management report, which is combined with the management report of the company, of TUI AG, Berlin and Hanover, for the business year from 1 October 2011 to 30 September 2012. The Board of Managing Directors is of TUI AG, Berlin and 2 Impressive 4 Profitable 6 Sustainable 8 Competent 10 Long-term Hanover, is responsible for the preparation of the combined management report in accordance technology growth business advice thinking with the requirements of German commercial law applicable pursuant to § 315a Abs. 1 HGB. We conducted our audit in accordance with § 317 Abs. 2 HGB and German generally accepted standards for the audit of the combined management report promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany) (IDW). Accordingly, we are required to plan and perform the audit of the combined management report to obtain reasonable assurance One Group – Tour operators about whether the combined management report is consistent with the consolidated financial TUI Travel comprises the World of TUI’s tour operators, statements and the audit findings, as a whole provides a suitable view of the Group's position three strong Sectors sales, airlines and incoming agency activities. TUI Travel and suitably presents the opportunities and risks of future development. is active in 180 countries around the world and looks TUI Travel, Europe’s leading tourism after about 30 million customers a year from 31 source According to § 322 Abs. 3 Satz 1 HGB we state, that our audit of the combined management company, TUI Hotels & Resorts, the markets. That makes it Europe’s leading international report has not led to any reservations. tour operator. TUI AG is the majority shareholder in the leading holiday hotelier in Europe, company, which is listed on the London Stock Exchange. In our opinion based on the findings of our audit of the consolidated financial statements and It is structured around four Businesses: Mainstream, combined management report, the combined management report is consistent with the consoli- and the cruise brands Hapag-Lloyd Accommodation & Destinations, Specialist & Activity and dated financial statements, as a whole provides a suitable view of the Group's position and Kreuzfahrten and TUI Cruises make Emerging Markets. It consists of a wide array of offers suitably presents the opportunities and risks of future development. ranging from package tours to special niche products up the World of TUI. such as yacht charters, expeditions and student travel. Hanover, 17 December 2012 www.tuitravelplc.com PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft Hotels Cruises Prof. Dr Norbert Winkeljohann Sven Rosorius With 248 hotels and over 157,000 beds, TUI Hotels & With Hapag-Lloyd Kreuzfahrten and TUI Cruises, TUI AG Wirtschaftsprüfer Wirtschaftsprüfer Resorts manages the World of TUI’s hotel companies as has two quality brands in its portfolio that offer a mariti- (German Public Auditor) (German Public Auditor) Europe’s largest holiday hotelier. TUI Hotels & Resorts me holiday experience for various target groups. Hapag- consists of hotel brands with high performance, quality Lloyd Kreuzfahrten is the leading organiser of expedition and environmental standards that offer a large number and luxury cruises in the German-speaking area. Its fleet of hotel concepts at outstanding locations of choice.