Benchmark Reform                   the replacement of current interest rates 
(Phase 1)                          with alternative rates. Entities also must 
                                   disclose the extent to which their hedges are 
                                   affected by the interest rate benchmark 
                                   reform. 
                                   The amendments published by the IASB on 28 
                                   May 2020 provide lessees with an exemption 
Amendments to                      from assessing whether a COVID-19-related 
IFRS 16                            rent concession is a lease modification.        No impact. TUI does not apply the 
COVID-19-Related      1 Jun 2020   Lessees applying the exemption must account     new practical expedient. 
Rent Concessions                   for the rent concessions as if they were not 
                                   lease modifications. The amendments are 
                                   available for rent concessions reducing lease 
                                   payments due on or before 30 June 2021. 

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 2021 comprised a total of 275 subsidiaries of TUI AG.


Development of the group of consolidated companies* 
and the Group companies measured at equity 
 
                                                               Consolidated                    Associates   Joint 
                                                               subsidiaries                                 ventures 
Balance at 30 Sep 2020                                         277                             19           30 
Additions                                                      8                               -            - 
Incorporation                                                  2                               -            - 
Expansion of business operations                               1                               -            - 
Added to group of consolidated companies due to further        5                               -            - 
acquisition of shares 
Disposals                                                      10                              2            1 
Liquidation                                                    2                               -            - 
Sale                                                           3                               2            1 
Merger                                                         5                               -            - 
Change in ownership stake                                      -**                             1            - 1 
Balance at 30 Jun 2021                                         275                             18           28 
* excl. TUI AG 
** Addition 1 / disposal -1 

Acquisitions - Divestments

Acquisitions in the period under review

In 9M 2021, companies were acquired for a total consideration of ?10.0m, comprised of deferred purchase price payments worth ?3.4m, settled purchase price payments worth ?4.9m and cash consideration worth ?1.7m.


Summary presentation of acquisitions 
 
Name and headquarters of the acquired   Business                            Date of       Acquired   Consideration 
company                                 activity        Acquirer            acquisition   share      transferred in ? 
                                                                                          %          million 
Karisma Hotels Adriatic d.o.o.za        Accommodation   TUI Travel 
trgovinu i usluge, Zagreb, Croatia      Service         Overseas Holding    23.2.2021     67%        10.0 
(subgroup)                                              Limited 
Total                                                                                                10.0 

The acquisition of the interests in Karisma Hotels Adriatic d.o.o.za trgovinu i usluge, Zagreb, Croatia, resulted in an increase of the 33% stake previously held by TUI Group to 100%. Following the application of the fair value concentration test, this acquisition is not recognised in accordance with IFRS 3. Accordingly, the purchase price is allocated to the individual acquired assets and liabilities, based on their fair value at the acquisition date.


Condensed statement of financial position as at the date of acquisition 
 
? million                Karisma Hotels Adriatic d.o.o.za trgovinu i usluge (subgroup) 
Assets 
Non-current assets       44.0 
Current assets           5.1 
Equity and liabilities 
Provisions               0.9 
Liabilities              38.2 

No acquisitions were made after the reporting date.

Acquisitions of the prior financial year

The purchase price allocation for the companies acquired in financial year 2020 had already been finalised in the prior year.

Divestments

In March 2019, TUI Group sold its stake in the Corsair S.A. airline to Diamondale Ltd. and acquired a 27% stake in Diamondale Ltd. for ?1. Since then, the investment has been carried as a TUI Group associate with a carrying amount of ?1. On 30 December 2020, TUI Group sold the investment in Corsair S.A. As part of that transaction, on 29 December 2020, a 75% stake in the aircraft asset company MSN 1359 GmbH was sold to Corsair S.A. for ?1. Following the divestment of the stake in MSN 1359 GmbH, previously recognised as a fully consolidated subsidiary, TUI Aviation GmbH has retained a 25% stake, recognised as an associate accounted for using the equity method. The divestment of the stake generated a loss of ?3.3m, carried in Other expenses.

On 10 May 2021, the stake in the fully consolidated hotel company Enterprises Hotelières et Touristiques Paladien Lena Mary S.A. in the Western Region segment was sold for a purchase price of ?6.1m. The divestment generated a gain of ?2.3m, carried in Other income.

In May 2021, the disposal group Tenuta di Castelfalfi S.p.A. in the Hotels & Resorts segment was reclassified to assets held for sale due to the Group's intention to sell the entity. On occasion of the reclassification, the disposal group was written down by ?4.0m to its selling price less costs to sell. The impairment is shown in the cost of sales. On 30 June 2021, the transaction was completed at a preliminary purchase price less costs to sell of ?18.3m, generating a preliminary loss on disposal of ?0.4m, carried in Other expenses.


Condensed balance sheet of divestments 
 
? million                                             MSN 1359 GmbH   Tenuta di Castelfalfi S.p.A. (Subgroup) 
                                                      29 Dec 2020     30 Jun 2021 
Assets 
Property, plant and equipment and intangible assets   24.5            13.3 
Other non-current assets                              -               0.1 
Trade receivables                                     1.7             0.9 
Other current assets                                  -               16.7 
Cash and cash equivalents                             2.0             0.7 
                                                      28.2            31.7 
 
Provisions and liabilities 
Non-current liabilities                               19.3            0.3 
Current provisions                                    -               1.0 
Trade payables                                        -               3.6 
Other current liabilities                             5.6             8.1 
                                                      24.9            13.0 

Notes to the unaudited condensed consolidated income statement of TUI Group

The development of TUI Group's revenue and earnings in the first nine months of the financial year 2021 was still materially impacted by the suspension of most of our tour operation, aviation, hotel and cruise operations as a result of the global travel restrictions in order 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 2021, consolidated revenue decreased by 79.6% year-on-year to ?1.4bn. The decline was driven by the travel restrictions due to COVID-19.


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 Musement    5.8        14.2           7.5          4.1      5.4          0.5         37.5           -       37.5 
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 

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