ก ก ( ) ก 4 ก !"#$%& ' ก$! ก ก ( ) ก 4 ก !"#$%& ' ก$!!" "&( %) ก' ก$!!" "&( 'ก (Generally Accepted Accounting Principles in the United States: US GAAP) @%%& ' ก $!!" "&( %)ก' ก$!%& %) (International Financial Reporting Standards: IFRS) ก ก ( ) ก 4 ก !"#$ ' ก$! ก 4 ก !"#$ (1) (ก!") !! $ *+ก!(ก!") !! $#!(,ก (Generally Accepted Accounting Principles in the United States: US GAAP) (2) (ก!") !! $*+ก!(ก!")#$ * (International Financial Reporting Standards: IFRS) GH ,I!J #K$ L,I!J ,I!++ ! ก!,M LM $)$,N"NกO,N++ก +$ก!,I!J P #!ก!O+Q $!ก, R กก LM $ ก HกIกMOP $ก!ก$ $!Lก $ก!ก$ ก,,I!J ก 4 !" 1 ก ก ( ) ก 4 ก !"#$ % ก$! SUMMARY OF CERTAIN SIGNIFICANT DIFFERENCES BETWEEN THAI GAAP AND US GAAP The following is a general summary of certain significant differences between Thai GAAP and US GAAP that we believe are applicable to us. We have prepared our financial statements, as listed in the accompanying index on page XXX contained in this offering circular, in accordance with Thai GAAP. The financial statements comprise the consolidated financial statements of Thai Airways International Public Company Limited and its subsidiaries and the separate financial statements of Thai Airways International Public Company Limited only. For the purposes of this offering circular, we have provided below a summary of significant differences between Thai GAAP and US GAAP. The differences identified below are limited to those significant differences that are applicable to our financial statements. They should not be construed as being exhaustive and no attempt has been made to identify all differences in disclosure, presentation and classification that would affect the manner in which transactions and events are presented in the financial statements. No attempt has been made to identify future differences as a result of prescribed changes in accounting standards nor to identify all future differences that may affect our financial statements as a result of transactions or events that may occur in the future In certain instances, the disclosures required to present financial statements in accordance with Thai GAAP differ from those required to present financial statements in accordance with US GAAP. Management has not quantified the effects of the following differences between Thai GAAP and US GAAP. Accordingly, there can be no assurance that net income and shareholders’ equity reported in accordance with Thai GAAP would not be negatively impacted if determined in accordance with US GAAP. Presentation of financial statements Under Thai GAAP, items related to comprehensive income are presented as separate lines or columns in the balance sheets or in the statements of changes in shareholder’s equity. Comprehensive income is net income plus gains and losses that are recognized directly in equity rather than in net income. Under US GAAP, there are three options for the presentation of comprehensive income: (1) in the statement of income and comprehensive income under “one-statement approach”, (2) in the statement of comprehensive income which is separated from the statement of income under the “two-statement approach” and (3) in the statement of changes in equity. Impairments of assets Thai GAAP states that the impairment of an asset exists if an asset’s carrying amount exceeds the higher of the asset’s value-in-use (discounted present value of the asset’s expected future cash flows) and fair value less costs to sell. Except for goodwill, the reversal of impairment of an asset is generally allowed under Thai GAAP. US GAAP requires a two-step approach: first, the impairment indication of an asset exists if an asset’s carrying amount exceeds the undiscounted expected future cash flows of the asset and secondly, if the impairment indication exists, the impairment loss is measured as the difference between the carrying amount and fair value. The reversal of impairment of an asset is generally prohibited under US GAAP. ก 4 !" 2 ก ก ( ) ก 4 ก !"#$ % ก$! Major overhaul costs Thai GAAP does not address the specific accounting treatment for costs related to significant regular overhauls of aircraft. THAI has adopted a policy whereby it capitalizes such costs and amortizes them over the period until the next scheduled overhaul of four to seven years depending on the type of aircraft. US GAAP provides three accounting options for major overhaul: (1) the built-in overhaul method, (2) deferral method and (3) direct expensing method. Under the built-in overhaul method, major maintenance costs are considered a component of the initial asset. The estimated cost of the first planned major maintenance activity is separated from the purchase price of the equipment and amortized to the date of the initial planned major maintenance activity. The cost of that first planned major maintenance activity is then capitalized and amortized to the next occurrence of the planned major maintenance activity, at which time the process is repeated. The deferral method is similar to built-in overhaul method but without the initial segregation requirements. Under this method, the actual cost of each planned major maintenance activity is capitalized and amortized to expense in a systematic and rational manner over the estimated period until the next planned major maintenance activity. The direct expensing method recognizes major overhaul costs as incurred. An airline using the accrual, deferral, or built-in overhaul methods must make certain assumptions as to the cost and timing of the scheduled maintenance events, which can affect the recorded results. In addition an airline must apply the method selected consistently and should not switch back and forth between methods. Financial instruments Thai GAAP has certain disclosure requirements for financial instruments but only very limited guidance on the recognition and measurement of financial instruments. US GAAP has extensive guidance on the recognition, measurement and disclosure of financial instruments, including the accounting for derivative and hedging activities. Under US GAAP, all derivative instruments must be recorded in the balance sheet as either an asset or liability and measured at fair value. For derivatives designated and qualified as fair value hedges, changes in fair values are recognized in earnings as offsets to the earnings recognition of changes in fair values of related hedged assets, liabilities or firm commitments. For derivatives designated and qualified as cash flow hedges, the effective portion of the change in fair value is recorded as a component of equity until the hedged transaction occurs. The ineffective portion of a cash flow hedging derivative’s change in fair value must be immediately recognized in earnings. Debt acquisition costs Thai GAAP does not address the specific accounting treatment for the amortization of the debt acquisition costs. Currently, THAI capitalizes and amortizes debt acquisition costs over the debts period using the straight-line method. US GAAP requires the capitalization of debt acquisition costs and subsequent amortization of such amounts over the life of the related debt using the effective interest method. Employee benefits Thai GAAP does not prescribe specific accounting treatments for employee benefits. THAI’s primary obligations in respect of employee benefits include (1) short-term vacation accrual, (2) defined contribution plans for staff pension and provident funds, (3) defined benefit plans on ก 4 !" 3 ก ก ( ) ก 4 ก !"#$ % ก$! statutory severance employee benefits, and (4) other post-employment benefits e.g. free medical care from THAI-employed physicians and rebates for air travel on THAI. THAI recognizes the current expense associated with a defined benefit retirement fund and has adopted a policy whereby it provides for the deemed total liability at and as of each period. Under US GAAP, a liability should be accrued for vacation benefits that employees have earned but not yet taken. For both Thai GAAP and US GAAP, the accounting treatments for the defined contribution plan are similar where the expense is recorded on an accrual basis. Under US GAAP, costs associated with a defined benefit plan are recognized annually based on service cost, interest cost, return on plan assets (if any), amortization of unrecognized prior services (if any), and gains and losses from changed assumptions. Such calculations are generally actuarially determined. Postemployment benefit plans are accounted for based on the type of benefit whereas post-retirement benefits are classified as either defined contribution or defined benefit plans. Uncertain tax positions Thai GAAP does not prescribe specific accounting treatments for uncertain tax positions. Some companies may record a tax benefit based on the management assessment and may record the subsequent tax exposures following the recognition principles in IAS 37 on provisions and contingencies. US GAAP requires that the Company follow the two-step process under FIN 48. The first step is to apply a recognition threshold to determine whether an uncertain tax position should be recognized within an entity’s financial statements. If the threshold is met, an entity must then apply the second step, which is a measurement process, where the Company may retain the possible tax benefit outcome that has a more than 50% chance of being realised upon the ultimate tax settlement with the tax authority. Operating segments Thai GAAP’s accounting applications for segment reporting are similar to IAS 14: Segment Reporting (which was subsequently replaced by IFRS 8: Operating Segment). The key focus on the segment reporting under Thai GAAP is to disclose financial information of business and geographical segments. US GAAP requires identification of operating segments on the basis of internal reports that are regularly reviewed by the entity’s chief operating decision maker, in order to allocate resources to the segment and assess its performance. US GAAP requires the disclosure of financial information of segments including segment profit and loss, assets and liabilities, and other material items. US GAAP also requires the disclosures of entity-wide information including products and services, geographical areas and major customers. ก 4 !" 4 ก ก ( ) ก 4 ก !"#$ % ก$! SUMMARY OF CERTAIN SIGNIFICANT DIFFERENCES BETWEEN THAI GAAP AND IFRS The following is a general summary of certain significant differences between Thai GAAP and IFRS that we believe are applicable to us. We have prepared our financial statements, as listed in the accompanying index on page XXX contained in this offering circular, in accordance with Thai GAAP. The financial statements comprise the consolidated financial statements of Thai Airways International Public Company Limited and its subsidiaries and the separate financial statements of Thai Airways International Public Company Limited only. For the purposes of this offering circular, we have provided below a summary of significant differences between Thai GAAP and IFRS. The differences identified below are limited to those significant differences that are applicable to our financial statements. They should not be construed as being exhaustive and no attempt has been made to identify all differences in disclosure, presentation and classification that would affect the manner in which transactions and events are presented in the financial statements. No attempt has been made to identify future differences as a result of prescribed changes in accounting standards nor to identify all future differences that may affect our financial statements as a result of transactions or events that may occur in the future. In certain instances, the disclosures required to present financial statements in accordance with Thai GAAP differ from those required to present financial statements in accordance with IFRS. Management has not quantified the effects of the following differences between Thai GAAP and IFRS. Accordingly, there can be no assurance that net income and equity reported in accordance with Thai GAAP would not be negatively impacted if determined in accordance with IFRS. Presentation of financial statements Under Thai GAAP, items related to comprehensive income are presented as separate lines or columns in the balance sheets or in the statements of changes in shareholder’s equity. Comprehensive income is net income plus gains and losses that are recognized directly in equity rather than in net income. Under IFRS, comprehensive income may be presented in the statement of comprehensive income under “single-statement approach” (combining the statement of income and comprehensive income) or in the statement of comprehensive income under “two-statement approach” (separate the statement of income and the statement of comprehensive income). Major overhaul costs Thai GAAP does not address the specific accounting treatment for costs related to significant regular overhauls of aircraft. THAI has adopted a policy whereby it capitalizes such costs and amortizes them over the period until the next scheduled overhaul of four to seven years depending on type of aircraft. Under IFRS, major overhaul costs are recognized as part of the carrying amount of PP&E if they meet the asset recognition criteria in IAS 16. The major overhaul component will then be depreciated on a straight-line basis over its useful life (i.e., over the period to the next overhaul) and any remaining carrying amount will be derecognized when the next overhaul is performed. ก 4 !" 5 ก ก ( ) ก 4 ก !"#$ % ก$! Investment Property THAI owns land and buildings held to earn rental income and land held for undetermined future use which are currently classified as part of property, plant and equipment and carried at cost less accumulated depreciation. Under IFRS, land and buildings held to earn rental income or land held for undetermined future use is classified as investment property. IFRS allows enterprises to choose either a fair value model or a cost model to measure the investment property. However, if the cost model is applied, the Company is still required to disclose the fair value of the investment property. Financial instruments Thai GAAP has certain disclosure requirements for financial instruments but only very limited guidance on the recognition and measurement of financial instruments. IFRS has extensive guidance on the recognition, measurement and disclosure of financial instrument, including the accounting for derivative and hedging activities. Under IFRS, all derivative instruments must be recorded in the balance sheet as either an asset or liability and measured at fair value. For derivatives designated and qualified as fair value hedges, changes in fair values are recognized in earnings as offsets to the earnings recognition of changes in fair values of related hedged assets, liabilities or firm commitments. For derivatives designated and qualified as cash flow hedges, the effective portion of the change in fair value is recorded as a component of equity until the hedged transaction occurs. The ineffective portion of a cash flow hedging derivative’s change in fair value must be immediately recognized in earnings. Debt acquisition costs Thai GAAP does not address the specific accounting treatments for the amortization of debt acquisition costs. Currently, THAI capitalizes and amortizes debt acquisition costs over the debt period using the straight-line method. IFRS requires the capitalization of debt acquisition costs and subsequent amortization of such amounts over the life of the related debt using the effective interest method. Employee benefits Thai GAAP does not prescribe specific accounting treatments for employee benefits. THAI’s primary obligations in respect of employee benefits include (1) short-term vacation accrual, (2) defined contribution plans for staff pension and provident funds, (3) defined benefit plans on statutory severance employee benefits, and (4) other post-employment benefits e.g. free medical care from THAI-employed physicians and rebates for air travel on THAI. THAI recognizes the current expense associated with a defined benefit retirement fund and has adopted a policy whereby it provides for the deemed total liability at and as of each period. Under IFRS, a liability should be accrued for vacation benefits that employees have earned but not yet taken. For both Thai GAAP and IFRS, the accounting treatments for the defined contribution plan are similar where the expense is recorded on an accrual basis. Under IFRS, costs associated with a defined benefit plan are recognized annually based on service cost, interest cost, return on plan assets (if any), amortization of unrecognized prior services (if any), and gains and losses from changed assumptions. Such calculations are generally actuarially determined. Post-employment benefit plans ก 4 !" 6 ก ก ( ) ก 4 ก !"#$ % ก$! are accounted for based on the type of benefit whereas post-retirement benefits are classified as either defined contribution or defined benefit plans. Related party disclosures Thai GAAP’s accounting applications related to the related party disclosures are based on the IAS 24 issued in 2006 (which was subsequently replaced by IAS 24 issued in 2008). The major difference between Thai GAAP and IFRS related to the related party disclosures is that IFRS requires the disclosure of compensation costs for key management personnel in total and analyses into components (short-term, post-employment, other-long term and termination benefits) whilst current Thai GAAP does not have such specific requirements. Operating segments Thai GAAP’s accounting applications for segment reporting are similar to IAS 14: Segment Reporting (which was subsequently replaced by IFRS 8: Operating Segment). The key focus on the segment reporting under Thai GAAP is to disclose financial information of business and geographical segments. IFRS requires identification of operating segments on the basis of internal reports that are regularly reviewed by the entity’s chief operating decision maker, in order to allocate resources to the segment and assess its performance. IFRS requires the disclosures of financial information of segments including segment’s profit and loss, assets and liabilities, and other material items. IFRS also requires the disclosures of entity-wide information including products and services, geographical areas and major customers. ก 4 !" 7
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