2016 IFRS Statutory Annual Report - NXP Semiconductors

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ANNUAL REPORTFOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2016NXP SEMICONDUCTORS N.V.

Forward-looking statementscautioned not to place undue reliance on these forwardlooking statements, which speak to results only as of thedate the statements were made; and, except for anyongoing obligation to disclose material information asrequired by the United States federal securities laws, wedo not have any intention or obligation to publicly updateor revise any forward-looking statements after wedistribute this document, whether to reflect any futureevents or circumstances or otherwise. For a discussionof potential risks and uncertainties, please refer to therisk factors listed in our SEC filings. Copies of our filingsare available from our Investor Relations department orfrom the SEC website, www.sec.gov.This document includes forward-looking statementswhich include statements regarding our businessstrategy, financial condition, results of operations, andmarket data, as well as any other statements which arenot historical facts. By their nature, forward-lookingstatements are subject to numerous factors, risks anduncertainties that could cause actual outcomes andresults to be materially different from those projected.These factors, risks and uncertainties include thefollowing: market demand and semiconductor industryconditions, our ability to successfully introduce newtechnologies and products, the demand for the goodsinto which our products are incorporated, our ability togenerate sufficient cash, raise sufficient capital orrefinance our debt at or before maturity to meet both ourdebt service and research and development and capitalinvestment requirements, our ability to accuratelyestimate demand and match our production capacityaccordingly or obtain supplies from third-partyproducers, our access to production from third-partyoutsourcing partners, and any events that might affecttheir business or our relationship with them, our ability tosecure adequate and timely supply of equipment andmaterials from suppliers, our ability to avoid operationalproblems and product defects and, if such issues wereto arise, to rectify them quickly, our ability to formstrategic partnerships and joint ventures andsuccessfully cooperate with our alliance partners, ourability to win competitive bid selection processes todevelop products for use in our customers’ equipmentand products, our ability to successfully establish a brandidentity, our ability to successfully hire and retain keymanagement and senior product architects, and ourability to maintain good relationships with our suppliers.Use of fair value measurementsIn presenting the NXP Group’s financial position, fairvalues are used for the measurement of various items inaccordance with the applicable accounting standards.These fair values are based on market prices, whereavailable, and are obtained from sources that weconsider to be reliable. Users are cautioned that thesevalues are subject to changes over time and are onlyvalid as of the period end date. When a readilydeterminable market value does not exist, we estimatefair values using valuation models which we believe areappropriate for their purpose. These requiremanagement to make significant assumptions withrespect to future developments which are inherentlyuncertain and may therefore deviate from actualdevelopments. In certain cases independent valuationsare obtained to support management’s determination offair values.Basis of presentationThe accompanying financial information included in thisdocument is based on International Financial ReportingStandards (“IFRS”) as adopted by the European Union,unless otherwise indicated.In addition, this document contains informationconcerning the semiconductor industry and our businesssegments generally, which is forward-looking in natureand is based on a variety of assumptions regarding theways in which the semiconductor industry, our marketsegments and product areas will develop. We havebased these assumptions on information currentlyavailable to us. If any one or more of these assumptionsturn out to be incorrect, actual market results may differfrom those predicted. While we do not know what impactany such differences may have on our business, if thereare such differences, our future results of operations andfinancial condition, and the market price of the notes,could be materially adversely affected. Readers areFor internal and external reporting purposes, NXPfollows accounting principles generally accepted in theUnited States of America (“U.S. GAAP”). U.S. GAAP isNXP’s primary accounting standard for the Company’ssetting of financial and operational performance targets.Statutory financial statementsThese Group financial statements and the Companyfinancial statements of NXP Semiconductors N.V.contain the statutory financial statements of theCompany prepared in accordance with Dutch law.[-2]

ContentsPage2Forward-looking statementsFinancial highlights4Report of the Directors5About NXP56History and development of the CompanyBusiness overviewManagement commentaryIntroductionReconciliation from IFRS to U.S. GAAPPerformance of the GroupLiquidity and capital resourcesEmploymentSubsequent events232324293637GovernanceNXP’s LeadershipCorporate GovernanceReport of the Nominating and compensation committeeReport of the Audit committeeAudited financial statements3844848485Group Financial StatementsConsolidated financial statementsNotes to the consolidated financial statements8794Company Financial StatementsCompany financial statementsNotes to the company financial statements176177Other informationIndependent Auditor’s ReportStatutory rules concerning appropriation of profitSpecial statutory voting rights181187188Investor information189In this report the name “NXP” is sometimes used for convenience in contexts where reference is made to NXP Semiconductors N.V. and/or any of itssubsidiaries in general. The name is also used where no useful purpose is served by identifying the particular company or companies.[-3]

Financial highlights in millions, unless otherwise stated201620159,4986,1012852,4493.040.1Income from continuing operations3141,999Net income3141,999RevenueOperating incomeas a % of revenue-per common share in : basic0.778.06 ers’ equity12,01112,490Employees at end of period40,40044,000Earnings before interest, tax, depreciation andamortization (EBITDA) 1)as a % of revenueCash flows before financing activities1)EBITDA is defined as operating income plus the results relating to equity accounted investees,excluding depreciation, amortization and impairment charges.[-4]

Report of the Directors About NXPHistory and development of the CompanyName and HistoryOur legal name is NXP Semiconductors N.V. and our commercial name is “NXP” or “NXPSemiconductors”. We are incorporated in the Netherlands as a Dutch public company withlimited liability (naamloze vennootschap) registered with the Dutch Chamber of Commerceunder number 34253298.On August 5, 2010, we made an initial public offering of 34 million shares of our commonstock and listed our common stock on the NASDAQ Global Select Market.NXP Semiconductors N.V. is the holding company (the “holding” company) whose onlymaterial assets are the direct ownership of 100% of the shares of NXP B.V., a Dutch privatecompany with limited liability (besloten vennootschap met beperkte aansprakelijkheid).Our corporate seat is in Eindhoven, the Netherlands. Our principal executive office is at HighTech Campus 60, 5656 AG Eindhoven, the Netherlands, and our telephone number is 31 40 2729999. Our registered agent in the United States is NXP USA, Inc., 6501 WilliamCannon Dr. West, Austin, Texas 78735, United States of America, phone number 1 5128952000.On March 2, 2015, NXP announced that the company had entered into a definitive agreementunder which it would merge with Freescale Semiconductor, Ltd. (“Freescale”) (the “Merger”).The Merger was consummated on December 7, 2015. As a result, Freescale’s results ofoperations are included in NXP’s consolidated statements of income as from December 7,2015.NXP accounted for the Merger under the acquisition method of accounting in accordance withIFRS 3 Business Combinations, with NXP treated as the accounting acquirer, see furtherdiscussion below.On June 14, 2016, NXP announced an agreement to divest its Standard Products businessto a consortium of financial investors consisting of Beijing JianGuang Asset Management Co.,Ltd (“JAC Capital”) and Wise Road Capital LTD (“Wise Road Capital”). On February 6, 2017we divested SP, receiving 2.75 billion in cash proceeds.On October 27, 2016, NXP entered into a purchase agreement (the “Purchase Agreement”)with Qualcomm River Holdings B.V. (“Buyer”), a wholly-owned, indirect subsidiary ofQualcomm Incorporated. Pursuant to the Purchase Agreement, Buyer commenced a tenderoffer to acquire all of the issued and outstanding common shares of NXP for 110 per sharein cash, for estimated total cash consideration of 38 billion. The tender offer is not subject toany financing condition. An Extraordinary General Meeting of NXP's shareholders wasconvened on January 27, 2017, in connection with the offer where the shareholders of NXPapproved all resolutions brought before them, with 95% of the votes cast in favor of each suchresolution. In light of the foregoing, the tender offer is now conditioned on the tender of 80%of the outstanding shares of NXP, and Buyer, with NXP’s prior written consent (not to beunreasonably withheld, conditioned or delayed), may reduce the required threshold to a[-5]

Report of the DirectorsAbout NXPpercentage not less than 70% of the outstanding shares. Pending the receipt of certainregulatory approvals, as well as satisfaction of other customary closing conditions, theproposed transaction is expected to close by the end of 2017.The Purchase Agreement contains certain termination rights for NXP and Buyer. If thePurchase Agreement is terminated under certain circumstances, including termination byNXP to enter into a superior proposal for an alternative acquisition transaction or a terminationfollowing a change of recommendation by the NXP Board, NXP will be obligated to pay toBuyer a termination compensation equal to 1.25 billion in cash. If the Purchase Agreementis terminated under certain circumstances, including circumstances relating to the failure toobtain antitrust approvals or failure to complete in all material respects certain internalreorganization steps and related dispositions with respect to NXP, Buyer will be obligated topay to NXP a termination compensation equal to 2 billion in cash.Business overviewSemiconductor Market OverviewSemiconductors perform a broad variety of functions within electronic products and systems,including processing data, sensing, storing information and converting or controlling electronicsignals. Semiconductors vary significantly depending upon the specific function or applicationof the end product in which the semiconductor is used and the customer who is deploying it.Semiconductors also vary on a number of technical characteristics including the degree ofintegration, level of customization, programmability and the process technology utilized tomanufacture the semiconductor. Advances in semiconductor technology have increased thefunctionality and performance of semiconductors, improving their features and powerconsumption characteristics while reducing their size and cost. These advances have resultedin growth of semiconductors and electronic content across a diverse array of products. Thesemiconductor market totaled 339 billion in 2016.On October 27, 2016, we announced that we had entered into an agreement to be purchasedby a subsidiary of QUALCOMM Incorporated (“Qualcomm”). Pursuant to the agreement, asubsidiary of Qualcomm commenced a tender offer to acquire all of the issued andoutstanding common shares of NXP for 110 per share in cash. Pending the receipt of certainregulatory approvals, as well as satisfaction of other customary closing conditions, theproposed transaction is expected to close by the end of calendar 2017.Business CombinationsOn December 7, 2015, we completed the Merger with Freescale in a stock and cashtransaction. In connection with the Merger, each outstanding share of Freescale commonstock was converted into 0.3521 shares of NXP common stock and 6.25 in cash, withoutinterest. NXP issued 110 million shares of common stock to former holders of Freescalecommon stock, representing 32% of the 342 million total shares of outstanding NXP commonstock after the Merger. NXP was determined to be the accounting acquirer. Freescale’sfinancial results from the Merger date through December 31, 2016, are included in ourconsolidated statement of income.[-6]

The Merger created a market leader in automotive, broad based microcontroller and securitysemiconductor solutions, with a highly complementary product portfolio. The Merger enablesNXP to better serve a broader array of customers in strategic markets.Other Significant TransactionsOn June 14, 2016, we announced an agreement to divest our Standard Products business toa consortium of financial investors consisting of Beijing JianGuang Asset Management Co.,Ltd (“JAC Capital”) and Wise Road Capital LTD (“Wise Road Capital”). On February 6, 2017we divested SP, receiving 2.75 billion in cash proceeds.On December 7, 2015, we divested our RF Power business to JAC Capital.On November 9, 2015, we completed setting up WeEn Semiconductors, a Bipolar Power jointventure in China with JAC Capital. WeEn Semiconductors, in which JAC Capital owns 51%and we own 49%, combines our advanced technology from our former Bipolar Powerbusiness line with JAC Capital’s strong connections in the Chinese manufacturing networkand distribution channels to lower manufacturing costs and boost profit margins of high endelectronic products in China.Our CompanyWe are a global semiconductor company and a long-standing supplier in the industry, withover 50 years of innovation and operating history. For the year ended December 31, 2016,we generated revenue of 9,498 million, compared to 6,101 million for the year endedDecember 31, 2015.We provide leading High Performance Mixed Signal (HPMS) and Standard Product (SP)solutions that leverage our combined portfolio of intellectual property, deep applicationknowledge, process technology and manufacturing expertise in the domains ofcryptography—security, high-speed interface, radio frequency (RF), mixed-signal analogdigital (mixed A/D), power management, digital signal processing and embedded systemdesign.Our product solutions are used in a wide range of end-market applications including:automotive, personal security and identification, wireless and wireline infrastructure, mobilecommunications, multi-market industrial, consumer and computing. We engage with leadingglobal original equipment manufacturers (OEM) and sell products in all major geographicregions.Reporting SegmentsNXP is organized into two market oriented reportable segments, High Performance MixedSignal (“HPMS”) and Standard Products (“SP”). Corporate and Other represents theremaining portion (or “segment”) to reconcile to the consolidated financial statements. Youcan find a description of each of our reportable segments below. We also have amanufacturing group that manages our manufacturing and supply chain activities.[-7]

Report of the DirectorsAbout NXPMarkets, applications and productsHPMS products consist of highly differentiated application-specific semiconductors andsystem solutions, which accounted for 87% of our total product revenue in 2016. We believethe HPMS market is an attractive market due to the growth in excess of the overallsemiconductor market, the high barriers to entry, the loyalty of the customer base, the relativepricing stability and lower long-term capital intensity.SP products consists primarily of discrete semiconductor devices that can be incorporated inmany different types of electronics equipment, are typically sold to a wide variety ofcustomers, and accounted for 13% of our total product revenue in 2016. NXP SP productsare differentiated by our ability to consistently deliver cost effective, high unit volumes, whichmeet stringent quality levels and are a reflection of our long history of operational supply chainand continuously improved manufacturing processes. As a result we have been successful inimproving the overall profitability of our SP segment.High Performance Mixed SignalThe HPMS segment consists of the following four business lines: Automotive, SecureIdentification Solutions, Secure Connected Devices and Secure Interfaces and Infrastructure.We focus on developing products and system and sub-system solutions that are innovativeand allow our customers to bring their end products to market more quickly. Our products,particularly our application system and sub-system solutions, help our customers designcritical parts of their end products and thus help many of them to differentiate themselvesbased on feature performance, advanced functionality, cost or time-to-market.We apply our technical expertise in the areas of RF, analog, power management, interface,security technologies and digital processing across our priority applications markets. Ourstrong RF capabilities are utilized in our high performance RF for wireless infrastructure andindustrial applications, car security and car radio products, mobile connectivity andcontactless identification products. Our power technologies and capabilities are applied in ACDC power conversion, power management and audio power products, while our ability todesign ultra-low power semiconductors is used in a wide range of our products including ourconsumer, mobile, identification, healthcare products and our microcontrollers. Our highspeed interface design skills are applied in various interface products, and our securitycapability is used in our identification solutions, digital networking and microcontrollersolutions. Finally, our digital processing capabilities are used in our microcontroller andapplication processor based products, our digital networking products, our Auto DSPs andthe products leveraging our Coolflux ultra-low power DSPs, such as in our hearing aidproducts.The below table provides an overview of the key applications per each business line, theleading market positions and our key customers.[-8]

Key applications AutomotiveCar access &immobilizersIn vehicle networkingCar e controlAutomotive LightingGatewaysBattery ManagementSensorsSecure IdentificationSolutionsSecure ConnectedDevicesSecure Interfaces andInfrastructure Secure identity Tagging Secure transactionsMobile handsetTabletPersonal computerSmart buildingsWhite goods &home appliances Medical/PersonalHealthcare Industrial/ IoT Consumer/TV/Settop box Wireless basestations Networking Satellite & CATVinfra Radar Power supplies Lighting Mobile Handsets Pachinko machinesSelected marketleading positions #1 in Automotivesemiconductors #1 Can/LIN/ FlexRay in-vehiclenetworking #1 passive keylessentry/ immobilizers #1 car radio #1 Chassis & Safety #1 Powertrain #2 automotive MCU #2 audio amplifiers #1 e-Government #1 Transport &Access management #1 Banking #1 I broad basedMCU #1 NFC #1 in RF Power #1 in communicationprocessorsKey OEM andelectronicmanufacturingservices (EMS) endcustomers Avery Dennison China VisionMicroelectronic Chutian Dragon Gemalto Giesecke Hengbao Linxens Oberthur Smartrac Wuhan/Tianyu Info AutolivBoschContinentalDelphiDensoFujitsu entalHuaweiLGSamsungVisteonZLG ilipsSamsungZTEThe table above provides a list of our key OEM, ODM and electronic manufacturing servicesend customers in alphabetical order, based on 2016 revenue, of which some of whom aresupplied by distributors. Key distributors across these applications are Arrow, Avnet, Edom,Vitec and WPG.Automotive. Growth in semiconductor sales to the global automotive market relies on globaleconomic trends, the unit growth of automobiles manufactured and the growth insemiconductor content per vehicle which is being driven by the proliferation of electronicfeatures throughout the vehicle. Among the highest growth applications are advanced driver[-9]

Report of the DirectorsAbout NXPassistance systems (ADAS), infotainment (information, convenience and connectivity), securein-vehicle networking and electrified powertrain (hybrid and electric vehicles).Due to the high degree of regulatory scrutiny and safety requirements, the automotivesemiconductor market is characterized by stringent qualification processes, zero defectquality processes, functionally safe design architecture, high reliability, extensive design-intimeframes and long product life cycles which results in significant barriers to entry.Semiconductor content per vehicle continues to increase due to government regulation forimproved safety and emissions, the standardization of higher-end options across a greaternumber of vehicle classes as well as consumer demand for greater fuel efficiency, advancedsafety and multimedia applications. Automotive safety features are evolving from passivesafety systems to active safety systems with ADAS such as radar, vision, vehicle-to-vehicleand vehicle-to-infrastructure (V2X) systems. We believe regulatory actions and consumerdemand in both the developed and emerging markets should drive the increase in applicationssuch as ADAS, secure connectivity, electronic safety and stability control. Semiconductorcontent per vehicle is also increasing to address applications such as engine management,fuel economy improvement, driver comfort, convenience and user interface. In addition, withthe increase in overall semiconductor content in modern automobiles, the demand for securein-vehicle networking continues to increase as various subsystems communicate within theautomobile and with external devices and networks. Data integrity and security hardwarefeatures for safeguarding memory, communication and system data are also increasing inimportance.As a result of the Merger with Freescale, NXP became the largest semiconductor supplier tothe automotive industry with strong positions in Car Entertainment, In-Vehicle Networking,Secure Car Access, Chassis & Safety and Powertrain. The combined portfolio is highlycomplementary, enabling NXP to address a broader scope of complete and complex solutionsfor our automotive partners. We continue to invest in growth areas including the evolution ofthe Secure Connected Car, ADAS and other safety and comfort applications.In Car Entertainment, we are the market leader with the broadest portfolio of productsofferings addressing both audio and visual head-end unit applications. Our leadership in audioprocessing for mid-to-high-end car radio is driven by excellent reception performance as wellas high-levels of integration of terrestrial, satellite and digital multi-band tuners. Within thelow-end and after-market car radio, our leadership is a result of highly integrated, single-chipradio solutions that offer our customers ease of implementation and lower total cost ofownership. In digital reception, we have developed multi-standard radios based on oursoftware-defined radio implementation. In addition, we provide class-AB and class-D audioamplifiers and power analog products for car entertainment. Our i.MX applications processors,which are developed and brought to market by our Microcontroller and Processor teams, arehighly integrated ARM-based application processors with integrated audio, video andgraphics capability.In the In-vehicle Networking market, we are the market leader, having played a defining rolein setting in-vehicle networking standards including the CAN, LIN, FlexRay and more recentlythe two-wire automotive Ethernet standard. We are a leading supplier to major OEMs and[-10]

continue to drive new system concepts, such as partial networking for enhanced energyefficiency.In the Secure Car Access market, we are the market leader in two-way secure entry products,and have pioneered the development of next generation passive keyless entry/start with ourcustomers. As a result of our R&D innovations we are a key supplier to almost all majorautomobile manufacturers for secure access products.In Chassis & Safety we offer a broad range of sensors and microcontrollers. Our inertialsensors enable vehicle stability control and airbag crash detection while our pressure sensorsare well-positioned for continued growth in tire pressure monitoring, occupancy detection andengine control.In Powertrain, we offer power management solutions which provide the intelligence enginemanagement systems that reduce emissions and improve fuel efficiency. In December 2013,we announced a joint venture with Datang Telecom, targeting the China domestic hybrid andelectrical car market. This joint venture became active in April 2014.In ADAS, we are developing solutions for Radar, Vision and Secure V2X. In 2013, we madea strategic investment in Cohda Wireless, an equipment vendor in the Intelligent TransportSystems (ITS) market with whom we co-operate for V2X solutions. In December 2013, wealso announced the intended sale of our Telematics Module business to Telit Communicationswhich closed in March 2014.We employ our proprietary processes for automotive-grade, high-voltage, RF and non-volatileprocesses as well as our technology standards and leading edge security IP developed byour Secure Identification Solutions business, to deliver our automotive solutions. We designour products to be compliant with all key global relevant automotive quality standards (suchas ISO/TS16949 and VDA6.3).For the full year 2016, we had High Performance Mixed Signal revenue of 3,379 million inautomotive applications, compared to 1,342 million in 2015, which represents a 151.8% yearover year increase. According to Strategy Analytics, the total market for automotivesemiconductors was 31.0 billion in 2015, and projects it will grow at a compounded annualgrowth rate of 6.3% between 2015 and 2019.Secure Identification Solutions (SIS). The SIS business is focused on delivering solutionsto address the security and privacy requirements of three specific end market dynamics:(1) the increasing adoption of chip-based banking cards (“Banking”); (2) the increasing usageof high-volume, single-payment platform systems for urban transportation (“Transit—Access”); and (3) the increased need to provide government sponsored products to assureprivacy and secure cross-border movement of people (“eGov”).Nearly all of SIS products consist of multi-functional solutions comprised of passive RFconnectivity devices facilitating information transfer from the user document to readerinfrastructure; secure, tamper-proof microcontroller devices in which information is securelyencrypted (“secure element”); and secure real-time operating system software products tofacilitate the encryption-decryption of data, and the interaction with the reader infrastructure[-11]

Report of the DirectorsAbout NXPsystems. Our solutions are developed to assure extreme levels of security of user information,undergoing stringent and continued global governmental and banking certification processes,as well as delivering the highest level of device performance enabling significant throughputand productivity to our customers.In the banking sector NXP is the market leader in the contact, contactless and dual-interfacebank card market. We have innovated and deployed “multi-application” banking solutionswhich support a combination of payment, transit and access solutions all leveraging a singlephysical bank card. In the transit and access market, NXP’s MIFARE products are ubiquitousthroughout the world, having been deployed in over 750 cities, facilitating the mass transitrequirements of over one billion people per day. Additionally our transit and access productsare deployed in application such as employee identification for facility access and security.We are also focused on deploying our technology into new emerging market applications suchas interactive gaming, theme-park attendee management and supply chain and inventoryproduct management to support high velocity supply chain management. In the eGovernmentsector, NXP is a market leader providing solutions for chip-based cross-border passports,drivers-licenses, health cards and other government sponsored identification documents. Wehave also worked with emerging market government agencies to facilitate governmentsponsored identity cards which also serve as payment platforms helping the mass-populationof under-banked.For the full year 2016, we had High Performance Mixed Signal revenue of 737 million in SIS,compared to 973 million in 2015, which represents a 24.3% year over year decline.According to ABI Research, the market size for secure identification ICs was 3.5 billion in2015, and is expected to grow at a compounded annual rate of 6% to 4.6 billion in 2019.Secure Connected Devices (SCD). The SCD business is focused on delivering solutions toenable the future of connected devices – also known as “Internet of Things” (IoT). We believethe future growth of secure connected devices requires the ability to deliver four fundamentalfunctional capabilities: (1) embedded microcontrollers; (2) connectivity – short range RF andwireless technology (Bluetooth LE, Zigbee, Thread and NFC); (3) security; and (4) sensor.We see end-markets and applications emerging in the area of Mobile Payments, Smart HomeHealth, Smart Cities, Wearables and Smart Industrial.The SCD business has a broad portfolio products which we believe enables NX

stock and listed our common stock on the NASDAQ Global Select Market. NXP Semiconductors N.V. is the holding company (the "holding" company) whose only material assets are the direct ownership of 100% of the shares of NXP B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid).

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