TUI Aktiengesellschaft
http://www.tui-group.com/en/ir/reports/interim_reports_2008/2nd_quarter_2008/economic_situation/special_events_in_the_quarter_under_review.html
Special Events in the Quarter under Review

Special Events in the Quarter under Review

Against the background of the planned separation of the container shipping operations from the Group, TUI AG prepared an information memorandum in the second quarter of 2008. It was sent out to prospective buyers in June. In parallel, all other separation options continue to be further examined as a matter of principle.

In the context of the implementation of the strategic realignment of its airline activities, TUI Travel concluded a sale-and-lease-back agreement on the sale and subsequent lease-back of 19 aircraft owned by TUI Travel with AerCap Holdings NV, a leasing company, and Deucalion Aviation Funds, an investment company, in June 2008. The transaction created a cash inflow of USD 526 million, which will be used by TUI Travel to further reduce the shareholder loan granted by TUI AG. Due to the current weakness of the US dollar exchange rate against the euro the transaction resulted in a book loss of € 102 million. Likewise, in connection with the strategic realignment of airline activities in TUI Travel additional expenses incurred in the second quarter of 2008 related to the revaluation of individual aircraft still owned by TUI Travel and the reversal of existing hedging instruments totalling € 56 million. The charges resulting from these measures were correspondingly eliminated in the statement of underlying earnings.

On the basis of a memorandum of understanding signed at the end of January 2008, TUI Travel, Deutsche Lufthansa AG and Albrecht Knauf Industriebeteiligung GmbH have examined a potential merger of their subsidiaries Hapag-Lloyd Fluggesellschaft mbH, Hapag-Lloyd Express GmbH, Germanwings GmbH and Eurowings Luftverkehrs AG under a joint and independent holding company. An agreement involving the conclusion of a legally binding agreement will depend on the successful conclusion of the final negotiations. According to the status of these negotiations, the assets and liabilities relating to Hapag-Lloyd Fluggesellschaft mbH and Hapag-Lloyd Express GmbH had to be classified as a separate disposal group in accordance with IFRS 5 in the balance sheet as at 30 June 2008 and had to be carried under ‘Assets held for sale‘ and ‘Liabilities in connection with assets held for sale‘. Due to a comparison of the fair value of this disposal group and its carrying amount the goodwill for this group had to be impaired by € 73 million.