The annual financial statements of TUI AG were prepared in accordance with the provisions of the German Commercial Code (HGB), taking account of the complementary provisions of the German Stock Corporation Act (AktG), and audited by Deloitte GmbH Wirtschaftsprüfungsgesellschaft, Hanover.
They are available on the Internet at www.unternehmensregister.de and are additionally published at www.tuigroup.com.
In the present Annual Report, the Management Report of TUI AG has been combined with the Management Report of TUI Group.
Earnings position of TUI AG
| Income statement of TUI AG | |||
|---|---|---|---|
| € million | 2025 | 2024 | Var. % |
| Revenue | 381.9 | 168.0 | + 127.3 |
| Other operating income | 510.2 | 328.5 | + 55.3 |
| Cost of materials | 10.7 | 10.7 | - |
| Personnel costs | 53.3 | 63.0 | - 15.4 |
| Depreciation | 2.3 | 2.6 | - 11.5 |
| Other operating expenses | 222.5 | 234.6 | - 5.2 |
| Net income from investments | 130.3 | 234.4 | - 44.4 |
| Write-downs of investments | 231.5 | 154.6 | + 49.7 |
| Net interest | - 45.6 | - 90.2 | + 49.4 |
| Income taxes | 23.8 | 3.2 | + 643.8 |
| Loss after taxes | 432.7 | 172.0 | + 151.6 |
| Other taxes | 1.5 | 1.4 | + 7.1 |
| Net result for the year | 431.2 | 170.6 | + 152.8 |
The earnings position of TUI AG, the Group’s parent company, is primarily determined by the appropriation of profits from its Group companies, either directly associated with TUI AG via profit and loss transfer agreements or distributing their profits to TUI AG based on relevant resolutions, and by the measurement of financial investments and the funding of TUI Group.
Revenue and other operating income
TUI AG achieved significantly higher income from licence fees with subsidiaries and shareholdings in financial year 2025. License fees of €198.7 million were recognized as one-time income resulting from the extension of an existing license agreement to additional regions. Other operating income in the period under review was characterised in particular by income from write-ups on investments and from intra-Group cost transfers. This income was partly offset by expenses for intercompany charging of service costs to TUI AG, carried in Other operating expenses. Other operating income in financial year 2025 also included income from exchange gains, offset by expenses for exchange losses reported under Other operating expenses. The year-on-year increase in Other operating income was mainly driven by considerably higher income from write-ups on investments.
Expenses
The year-on-year decline in personnel costs resulted essentially from lower pension expenses due to lower transfers to pension provisions. In addition, lower expenses for salaries had a positive effect, as non-recurring costs were taken in the previous year in connection with the stepping down of a member of the Executive Board.
Other operating expenses comprised in particular expenses for exchange losses, fees, charges, services, transfers to impairments, other administrative costs as well as expenses for the intercompany elimination of services. The decline in Other operating expenses was primarily driven by a decrease in expenses for exchange losses and a slight decrease in expenses for the elimination of intercompany services.
Net income from investments
The year-on-year decrease in net income from investments follows an increase in expenses for loss transfers and lower dividend income from investments. The loss transfers mainly related to Leibniz-Service GmbH. The income from profit transfers carried in financial year 2025 resulted in the main from companies allocated to Central Operations.
Write-downs of investments
In the period under review, write-downs of investments mainly related to tour operator subsidiaries.
Interest result
In financial year 2025, the considerable year-on-year improvement in the interest result mainly reflected the refinancing transactions carried out in financial year 2024, which had a positive effect on the interest result.
Taxes
Income taxes and other taxes mainly related to the formation of provisions for income taxes in Germany and abroad, including the first-time formation of provisions for the global minimum tax. Income taxes also included expenses for withholding taxes on dividend payments from subsidiaries. Income taxes did not include any deferred taxes.
Net result for the year
For financial year 2025, TUI AG posted profit available for distribution of €431.2m.
Net assets and financial position of TUI AG
TUI AG’s net assets and financial position as well as its balance sheet structure reflect its function as TUI Group’s parent company. In financial year 2025, the balance sheet total increased substantially year-on-year to €12,083.5 m.
| Abbreviated balance sheet of TUI AG (financial statement according to German Commercial Code) | |||
|---|---|---|---|
| € million | 30 Sep 2025 | 30 Sep 2024 | Var. % |
| Intangible assets/property, plant and equipment | 19.1 | 20.9 | - 8.6 |
| Investments | 8,157.3 | 7,936.4 | + 2.8 |
| Fixed assets | 8,176.4 | 7,957.3 | + 2.8 |
| Inventories | 0.3 | - | n. a. |
| Receivables | 3,402.0 | 2,529.5 | + 34.5 |
| Marketable securities | 0.3 | 0.3 | - |
| Cash and cash equivalents | 502.0 | 495.4 | + 1.3 |
| Current assets | 3,904.6 | 3,025.2 | + 29.1 |
| Prepaid expenses | 2.5 | 0.7 | + 257.1 |
| Total Assets | 12,083.5 | 10,983.2 | + 10.0 |
| Equity | 5,901.9 | 5,470.6 | + 7.9 |
| Special non-taxed items | - | - | - |
| Provisions | 297.4 | 291.6 | + 2.0 |
| Bonds | 1,104.6 | 1,104.6 | - |
| Other liabilities | 4,779.6 | 4,116.4 | + 16.1 |
| Liabilities | 5,884.2 | 5,221.0 | + 12.7 |
| Total Liabilities | 12,083.5 | 10,983.2 | + 10.0 |
Fixed assets
At the balance sheet date, fixed assets almost exclusively consisted of financial assets. The increase in financial assets was attributable to the capital increases carried out in subsidiaries and higher loans to Group companies, as well as, in particular, to write-ups of shares in Group companies which had been impaired in previous years. The increase was partly offset by unscheduled write-downs of investments. In the financial year under review, write-ups and unscheduled write-downs of shares in Group companies related in particular to companies in tour operation and in Central Operations.
Current assets
The substantial increase in current assets of 29.1% to €3,904.6m was mainly driven by increases in receivables. The increase in receivables was primarily attributable to the short-term financing of Group companies and higher receivables from shareholdings.
Cash and cash equivalents only changed slightly in the financial year under review. The increase in cash and cash equivalents driven by the issuance of new Schuldscheindarlehen (promissory notes) in financial year 2025 was largely used to refinance Schuldscheindarlehen maturing in the financial year under review.
Current assets also rose due to the increase in cash deposits for the hedging of customer deposits for package tours in Germany.
TUI AG’s capital structure
Equity
TUI AG’s equity rose by 7.9% to €5,901.9m.
The net profit for the year totalled €431.2m. Taking account of a profit/loss (-) carried forward from the previous year of €0.0m, the profit available for distribution as at 30 September 2025 totalled €431.2m. A proposal by the Executive board will be submitted to the Annual General Meeting to use the profit available for distribution of €50.7m for the financial year under review for the payment of a dividend of €0.10 per dividend-bearing share and to carry forward the amount of €380.5m remaining after the payment of the dividend on new account. The final dividend total will depend on the number of dividend-bearing shares on the day the shareholders adopt a resolution on the appropriation of the profit available for distribution at the Annual General Meeting. In financial year 2025, the equity ratio declined to 48.8% (previous year 49.8%) due to the increase in the balance sheet total.
Provisions
Provisions increased by €5.8m to €297.4m. They consisted of pension provisions worth €152.3m (previous year €158.9m), tax provisions worth €43.2m (previous year €27.6m) and other provisions worth €101.9m (previous year €105.1m).
In the completed financial year, the decline in pension provisions was primarily attributable to pension payments.
Tax provisions rose significantly year-on-year due to an improvement in the earnings situation.
Other provisions declined, in particular, due to a decline in provisions for guaranteed results and onerous contracts. An opposite effect was driven by the slight increase in supplier invoices and provisions for personnel costs.
Liabilities
As at 30 September 2025, TUI AG’s liabilities totalled €5,884.2m, an increase of €663.2m or 12.7 %.
At the end of the financial year under review, the volume of the outstanding 2021 convertible bonds initially worth €589.6m, of which the Company had repurchased a partial amount in 2024, remained at €117.6m. That residual amount will be repurchased ahead of the due date in November 2025.
In March 2024, TUI AG issued senior notes of €500.0m with a tenor of five years. The senior notes have an annual interest coupon of 5.875%.
In addition, the Company issued convertible bonds with an aggregate principal amount of €487.0m and a tenor of seven years in July 2024. The convertible bonds have a denomination of €100,000 and a fixed-rate interest coupon of 1.95% p.a. The conversion price is €9.60 per share.
Liabilities to banks included the liabilities to banks from the unsecured Schuldschein (promissory notes) issued in July 2018. Following the scheduled repayment of two tranches of €209.5m in the completed financial year, the liability still outstanding was €32.5m, due in July 2028 for scheduled redemption. The Schuldschein carries fixed interest rates.
In July and August 2025, TUI AG issued additional Schuldscheindarlehen totalling €295.5m with tenors of three and five years. The liabilities to banks from the unsecured Schuldschein include both floating-rate (EURIBOR-linked) and fixed-rate tranches.
In March 2025, the Company refinanced its existing syndicated credit facilities. As a result, TUI AG’s syndicated credit facilities totalled around €2.0bn as at the end of the financial year under review, including a bank guarantee facility of €190.0m. The syndicated credit facilities have a tenor of five years and will mature in March 2030. In the event of cash drawdowns, the interest rate is variable, linked to short-term interest rate levels (EURIBOR or SONIA) and TUI’s credit rating plus a margin. At the balance sheet date, no drawdowns had been effected from the syndicated credit facilities (previous year €0.0m). The use of this credit facility by means of bank guarantees amounted to €139.0m as at 30 September 2025.
The increase in liabilities was driven not only by higher liabilities to banks but above all by an increase in liabilities to Group companies, mainly resulting from transfers of monies from tour operation companies.
The net financial position (cash and cash equivalents less liabilities to banks, bonds and SSDs) totalled €-932.9m (previous year €-854.5m) in the completed financial year.
Capital authorisation resolutions
Information on new and existing capital authorisation resolutions, adopted by Annual General Meetings, is provided in the chapter Information required under takeover law.