Content Message from the Chairman 2 Message from the President 4 THAI’s 2012 Performance and Operations 7 Financial Highlights 11 Business Operations 12 Results of Operations 16 Changes in Business Operations 18 Core Business Operations 19 Subsidiaries and Affiliated Companies 54 Compliance with the Official Information Act, B.E. 2540 57 Airline Industry Outlook 58 Risk Management and Risk Factors 61 Shareholders and Management Structure 65 Good Corporate Governance Committee Report 84 Good Corporate Governance 85 Related Parties Transactions 106 Management’s Discussion and Analysis 117 Business Direction and Corporate Strategy 132 Five-Year Financial Review 134 Board of Director’s Duties on Financial Disclosure 135 Summary of the 2012 Annual Activities of the Audit Committee 136 Auditor’s Report 140 Financial Statements 141 Notes to the Financial Statements 149 General Information 190 Board of Directors 194 Management Team 198 Thai On-line Offices 202 Message from the Chairman THAI will ensure continue development to maximize benefits for all stakeholders. Upholding the principles of good corporate governance, ensuring operational transparency, fairness and responsibility to society and the environment, sustainable growth as the national airline of Thailand can be achieved. 2 Annual Report 2012 The year 2012 has been another challenging year for THAI Airways due to global economic slowdown stemming from European debt crisis, declining economic growth in the United States, intense competition amongst low cost airlines, and the volatility of oil prices. As a defensive measure, the Company’s management has greatly emphasized hedging against fuel price fluctuation, as well as significant cost control measures and marketing and sale strategy adjustments in the final quarter. As a result, the Company was able to post a profit recovering from losses a year earlier. For 2013, THAI recognizes the need to accelerate and grow in the context of “Connecting Asia” to ensure its stature as a leading airline in the region. By using Bangkok as a connecting hub, we are connecting travelers in Asia with many other locales. In the meantime, the THAI Smile business unit has been established to strengthen the Company’s competitiveness in domestic and regional markets by supporting THAI’s network by providing connectivity for THAI’s passengers to reach their desired final destinations under concept of a trendy, friendly and worthy airline has been a huge success. Along with the price worthiness strategy, and impressive service, THAI Smile has also been providing information relating to the country at its service destinations through their in-flight entertainment units, including tourism and business information, all in response to the needs of consumers at all levels. Such strategies are essential in supporting the intra-regional movement of resources, such as goods, labour and knowledge. These strategies are also in line with, and in support of, the integration of the ASEAN Economic Community (AEC) in 2015. Apart from the commercial side of business operations, THAI is also committed to upholding the principles of good corporate governance by ensuring transparency and accountability throughtout its operations, supporting environmental and corporate social responsibility related activities. With the aim of enhancing environmental awareness, along with social responsibility among employees and all relevant parties, various activities beneficial to the environment and society have been implemented, particularly projects which help to improve the quality of life of the Thai people and social development programs. One such project was the “Ruam Jai for the King” fund-raising event, in which THAI donated THB 84 million to Siriraj Hospital in Bangkok in honor of His Majesty the King’s 84th birthday anniversary. Other social awareness programs have included youth scholarships, support for underprivileged people, THAI crew’s volunteer activities at Bang Sue Police Station, and an environmental rehabilitation project. As the National Flag Carrier, THAI is fully aware of its role and responsibility towards the nation and society for which the intention is to ensure ongoing efforts in these respects. Lastly, I would like to take this opportunity on behalf of the THAI’s Board of Directors, the Management and employees, to thank our valued customers, shareholders, and all stakeholders, for their confidence and unwavering support for Thai Airways. I would like to reaffirm the commitment that THAI will ensure continue development to maximize benefits for all stakeholders. Upholding the principles of good corporate governance, ensuring operational transparency, fairness and responsibility to society and the environment, sustainable growth as the national airline of Thailand can be achieved. Mr. Ampon Kittiampon (Chairman) 3 Message from the President The Company’s strategic initiatives, including product and service improvement, change in marketing strategy and maintaining financial health will enable THAI to sustain growth and remain a leading global airlines. 4 Annual Report 2012 2012 was another year in which Thai Airways had to face numerous headwinds resulting from the lingering effects of the floods of late 2011 along with the differing economic outlooks for different regions and the physical number of aircraft deliveries. With the two major economies of Europe and America still on uncertain footing, Asia’s healthier economic outlook has been the magnet drawing greater capacity concentration from all airlines around the world. Further complicating the tough competitive environment is the aggressive penetration of Middle East airlines, the burgeoning start-up of numerous low cost carriers and their aggressive pricing strategy. Despite the adversities, through THAI management and employees’ commitment, dedication and efforts THAI was able to turn around its operating performance and posted a respectable level of profitability. THAI will be undertaking the followings strategies to navigate through the dynamic operating environment affected by competitive intensity within the airline industry and global economic uncertainty. Product Development Service Improvement to Enhance Business Competitive Advantage At the heart of THAI’s goal is to improve its services and enhance its competitiveness. Pre-flight service enhancement starts with improving our electronic service channels to better facilitate access to travel related information, provide self check-in service via SMS using 2D barcode and enabling passengers to print boarding passes from home (Home Print Boarding Pass). In-flight comfort and enhanced entertainment comes from a wider seat pitch and the latest in on-demand entertainment system for our new aircraft being delivered while the retrofitting progress of our existing fleet of B747-400 and B777-200 will be complete within 2013. On top of improving service standards, THAI is on track with its aircraft delivery plan of 6 brand new B777-300ER aircraft and 3 brand new A380-800 flagship aircraft all to join THAI’s fleet in 2013. Another 2 new A330-300 and 6 new A320-200 aircraft (for THAI Smile) also to be delivered in 2013 will enhance overall product quality and consistency all geared towards meeting the growing demand for air travel while ensuring a higher level of customer satisfaction. Further enhancing the travel experience of passengers, THAI under the “Thailand Branding” concept, hired a designer to redesign the cabin interior and livery of THAI’s aircraft to reflect a more contemporary Thai look. Strategic Marketing Initiatives Thailand’s expected total tourism revenue of THB 1.44 trillion as expected by the Tourism Authority of Thailand in 2012 is forecast to exceed THB 2.00 trillion by 2015 with the explosion of air travel expected in and around Asia predominantly led by the expected increase in Chinese, Indians and Russian travelers. THAI is thus making adjustments to its marketing plans to tap into these key markets to capture the rapidly growing demand of travelers. With the rapidly approaching integration of the ASEAN economies under the ASEAN Economic Community (AEC) in 2015, Thailand’s geographic location will put it at the center of intra-regional travel making Thailand a strategic hub for regional travel. THAI also plans to capture a larger percent of revenue through its internet channel but to do so, THAI is overhauling its e-channel efficiency while implementing greater price flexibility to better suit demand cycles and putting the ability to make seat selection or make alterations to their travel itinerary at passengers’ fingertips. Revenue from internet sales currently accounts for just 8-9% of our gross passenger sales, which is comparatively low to other airlines but the target for year-end 2013 is for the proportion to reach 15% through initiatives currently under way. 5 Maintaining Financial Strength in the Face of Global Economic Uncertainty Another crucial aspect in ensuring THAI’s enduring success is maintaining financial strength. With respect to cost control measures, THAI scrutinizes every item in its operating cost especially fuel economy. Adjustment in flight schedule and the use of appropriate aircraft type suited for demand in respective markets is designed to optimize fuel consumption. With ongoing global economic uncertainty, certain actions have been taken to preempt and minimize impact of fuel cost and foreign exchange fluctuation. Fuel hedging, alongside fuel surcharges have been implemented to stabilize fuel