Ryanair Holdings Plc
As filed with the United States Securities and Exchange Commission on July 28, 2020UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934ORFor the Fiscal Year Ended: March 31, 2020OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SHELL COMPANY REPORT PURSUANT/ TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934ORDate of event requiring this shell company report:For the transition period from toCommission file number: 000-29304Ryanair Holdings plc(Exact name of registrant as specified in its charter)Ryanair Holdings plc(Translation of registrant’s name into English)Republic of Ireland(Jurisdiction of incorporation or organization)c/o Ryanair DACDublin OfficeAirside Business Park, SwordsCounty Dublin, K67 NY94, Ireland(Address of principal executive offices)Please see “Item 4. Information on the Company” herein.(Name, telephone, e-mail and/or facsimile number and address of company contact person)Securities registered or to be registered pursuant to Section 12(b) of the Act.Title of each classTrading Symbol(s)Name of each exchange on which registeredAmerican Depositary Shares, each representingfive Ordinary SharesOrdinary Shares, par value 0.6 euro cent per shareRYAAYThe NASDAQ Stock Market LLCRYAAYThe NASDAQ Stock Market LLC (not for trading but only in connection with theregistration of the American Depositary Shares)Securities registered or to be registered pursuant to Section 12(g) of the Act:NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act:NoneIndicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.1,089,181,737 Ordinary SharesIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934.Yes No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from theirobligations under those Sections.Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitionsof “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement Item the registrant has elected to followItem 17 Item 18 Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes‐Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Presentation of Financial and Certain Other InformationivCautionary Statement Regarding Forward-Looking InformationvTABLE OF CONTENTSPART IItem 1. Identity of Directors, Senior Management and Advisers1Item 2. Offer Statistics and Expected Timetable1Item 3. Key InformationThe CompanySelected Financial DataSelected Operating and Other DataRisk Factors11234Item 4. Information on the CompanyIntroductionStrategyRoute System, Scheduling and FaresMarketing and AdvertisingReservations on Ryanair.comAircraftAncillary ServicesMaintenance and RepairsSafety RecordAirport OperationsFuelInsuranceFacilitiesTrademarksThe EnvironmentGovernment RegulationDescription of Property212122262727282929313132333435363644Item 4A.Unresolved Staff Comments44Item 5. Operating and Financial Review and ProspectsHistoryBusiness OverviewRecent Operating ResultsCritical Accounting PoliciesResults of OperationsFiscal Year 2020 Compared with Fiscal Year 2019Fiscal Year 2019 Compared with Fiscal Year 2018Seasonal FluctuationsRecently Issued Accounting StandardsLiquidity and Capital ResourcesContractual ObligationsTrend InformationOff-Balance Sheet 4i
Item 6.Directors, Senior Management and EmployeesDirectorsExecutive OfficersCompensation of Directors and Executive OfficersStaff and Labor Relations5555596161Item 7.Major Shareholders and Related Party TransactionsMajor ShareholdersRelated Party Transactions626363Item 8.Financial InformationConsolidated Financial StatementsOther Financial InformationSignificant Changes63636466Item 9.The Offer and ListingTrading Markets6767Item 10.Additional InformationDescription of Capital StockOptions to Purchase Securities from Registrant or SubsidiariesArticles of AssociationMaterial ContractsExchange ControlsLimitations on Share Ownership by Non-EU NationalsTaxationDocuments on Display686868697071717378Item 11.Quantitative and Qualitative Disclosures About Market RiskGeneralFuel Price Exposure and HedgingForeign Currency Exposure and HedgingInterest Rate Exposure and Hedging7979798081Item 12.Description of Securities Other than Equity Securities82PART IIItem 13.Defaults, Dividend Arrearages and Delinquencies83Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds83Item 15.Controls and ProceduresDisclosure Controls and ProceduresManagement’s Annual Report on Internal Control Over Financial ReportingChanges in Internal Control Over Financial ReportingReport of Independent Registered Public Accounting Firm8383838384Item 16.Reserved85Item 16A.Audit Committee Financial Expert85Item 16B.Code of Ethics85Item 16C.Principal Accountant Fees and Services85Item 16D.Exemptions from the Listing Standards for Audit Committees85Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers86ii
Item 16F.Change in Registrant’s Certified Accountant86Item 16G.Corporate Governance86Item 16H.Mine Safety Disclosure86PART IIIItem 17.Financial Statements86Item 18.Financial Statements87Item 19.Exhibits88iii
Presentation of Financial and Certain Other InformationAs used herein, the term “Ryanair Holdings” refers to Ryanair Holdings plc. The term the “Company” refers to RyanairHoldings or Ryanair Holdings together with its consolidated subsidiaries, as the context requires. The term “Ryanair”refers to Ryanair DAC, a wholly owned subsidiary of Ryanair Holdings, together with its consolidated subsidiaries, unlessthe context requires otherwise. The term “Ryanair Group” refers to the wholly owned subsidiary airlines of RyanairHoldings, including Ryanair Sun S.A. (“Buzz”), Malta Air Limited, Laudamotion GmbH (“Lauda”), Ryanair DAC, and RyanairU.K. Limited. The term “fiscal year” refers to the 12-month period ended on March 31 of the quoted year. The term“Ordinary Shares” refers to the outstanding par value 0.600 euro cent per share common stock of the Company. Allreferences to “Ireland” herein are references to the Republic of Ireland. All references to the “U.K.” herein are referencesto the United Kingdom and all references to the “United States” or “U.S.” herein are references to the United States ofAmerica. References to “U.S. dollars,” “dollars,” “ ” or “U.S. cents” are to the currency of the United States, references to“U.K. pound sterling,” “U.K. ” and “ ” are to the currency of the U.K. and references to “ ,” “euro,” “euros” and “euro cent”are to the euro, the common currency of nineteen member states of the European Union (the “EU”), including Ireland.Various amounts and percentages set out in this Annual Report on Form 20-F have been rounded and accordingly maynot total.The Company owns or otherwise has rights to the trademark Ryanair in certain jurisdictions. See “Item 4. Informationon the Company—Trademarks.” This report also makes reference to trade names and trademarks of companies otherthan the Company.The Company publishes its annual and interim consolidated financial statements in accordance with InternationalFinancial Reporting Standards as issued by the International Accounting Standards Board (“IASB”). Additionally, inaccordance with its legal obligation to comply with the International Accounting Standards Regulation (EC 1606 (2002)),which applies throughout the EU, the consolidated financial statements of the Company must comply with InternationalFinancial Reporting Standards as adopted by the EU. Accordingly, the Company’s consolidated financial statements andthe selected financial data included herein comply with International Financial Reporting Standards as issued by theIASB and also International Financial Reporting Standards as adopted by the EU, in each case as in effect for the yearended and as of March 31, 2020 (collectively referred to as “IFRS” throughout).The Company publishes its consolidated financial statements in euro. Solely for the convenience of the reader, thisreport contains translations of certain euro amounts into U.S. dollars at specified rates. These translations should notbe construed as representations that the converted amounts actually represent such U.S. dollar amounts or could beconverted into U.S. dollars at the rates indicated or at any other rate. Unless otherwise indicated, such U.S. dollaramounts have been translated from euro at a rate of 1.00 1.097, or 1.00 0.912, the official rate published by theU.S. Federal Reserve Board in its weekly “H.10” release (the “Federal Reserve Rate”) on March 31, 2020. The FederalReserve Rate for euro on July 23, 2020 was 1.00 1.161 or 1.00 0.860. See “Item 3. Key Information—ExchangeRates” for information regarding historical rates of exchange relevant to the Company, and “Item 5. Operating andFinancial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk” for adiscussion of the effects of changes in exchange rates on the Company.iv
Cautionary Statement Regarding Forward-Looking InformationExcept for the historical statements and discussions contained herein, statements contained in this report constitute“forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the“Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).Forward-looking statements may include words such as “expect,” “estimate,” “project,” “anticipate,” “should,” “intend,”and similar expressions or variations on such expressions. Any filing made by the Company with the U.S. Securities andExchange Commission (the “SEC”) may include forward-looking statements. In addition, other written or oral statementswhich constitute forward-looking statements have been made and may in the future be made by or on behalf of theCompany, including statements concerning its future operating and financial performance, the Company’s share of newand existing markets, general industry and economic trends and the Company’s performance relative thereto and theCompany’s expectations as to requirements for capital expenditures and regulatory matters. The Company’s businessis to provide a low-fares airline service in Europe and North Africa, and its outlook is predominantly based on itsinterpretation of what it considers to be the key economic factors affecting that business and the European economy.Forward-looking statements with regard to the Company’s business rely on a number of assumptions concerning futureevents and are subject to a number of uncertainties and other factors, many of which are outside the Company’s control,that could cause actual results to differ materially from such statements. It is not reasonably possible to itemize all themany factors and specific events that could affect the outlook and results of an airline operating in the Europeaneconomy. Among the factors that are subject to change and could significantly impact the Company’s expected resultsare the airline pricing environment, fuel costs, competition from new and existing carriers, market prices for replacementaircraft and aircraft maintenance services, aircraft availability, “Brexit” (as defined below), costs associated withenvironmental, safety and security measures, significant outbreaks of airborne disease and global pandemics, terroristattacks, cyber-attacks, actions of the Irish, U.K., EU and other governments and their respective regulatory agencies,dependence on external service providers and key personnel, fluctuations in currency exchange rates and interest rates,fluctuations in corporate tax rates, changes to the structure of the European Union and the euro, airport handling andaccess charges, litigation, labor relations, the economic environment of the airline industry, the general economicenvironment in Europe, the general willingness of passengers to travel, continued acceptance of low fares airlines andflight interruptions caused by Air Traffic Controllers (“ATC”) strikes and staff shortages, extreme weather events or otheratmospheric disruptions. The Company disclaims any obligation to update or revise any forward-looking statements,whether as a result of new information, future events or otherwise.v
PART IItem 1. Identity of Directors, Senior Management and AdvisersNot applicable.Item 2. Offer Statistics and Expected TimetableNot applicable.Item 3. Key InformationTHE COMPANYRyanair Holdings operates a low fare, low cost scheduled airline group serving short-haul, point-to-point routesfrom 79 bases to airports across Europe and North Africa, which together are referred to as “Ryanair’s bases.” For a listof these bases, see “Item 4. Information on the Company—Route System, Scheduling and Fares.” Ryanair pioneered thelow-fares air travel model in Europe in the early 1990s. As of June 30, 2020, the Ryanair Group had a fleet of 440 Boeing737 aircraft and 26 Airbus A320 aircraft. Prior to the grounding of aircraft in March 2020, as a result of EU governmentsreactions to the spread of Covid-19, the Group offered over 2,500 short-haul flights per day serving over 242 airportsacross Europe and North Africa. It is anticipated that similar capacity will be offered over the next twelve months, subjectto the timing of the removal of government lockdown restrictions and assuming such lockdown restrictions are not reimposed. A detailed description of the Company’s business can be found in “Item 4. Information on the Company.”1
SELECTED FINANCIAL DATAThe following tables set forth certain of the Company’s selected consolidated financial information as of andfor the periods indicated. Financial information presented in euro in the table below has been derived from theconsolidated financial statements that are prepared in accordance with IFRS. The financial information for fiscal year2020 has been translated from to U.S. using the Federal Reserve Rate on March 31, 2020. This information shouldbe read in conjunction with: (i) the audited consolidated financial statements of the Company and related notes theretoincluded in Item 18 and (ii) “Item 5. Operating and Financial Review and Prospects.”Income Statement Data:2020(a)Total operating revenuesTotal operating expensesOperating profitNet finance (expense)Other non-operating income/(expense)Profit before taxationTax expense on profit on ordinary activities 9,318.8 (8,082.0) 1,236.8 (503.2) 1.8 735.4 (23.7) Profit after taxationRyanair Holdings basic earnings per Ordinary Share (U.S.dollars)/(euros)Ryanair Holdings diluted earnings per Ordinary Share(U.S. dollars)/(euros)Ryanair Holdings dividend paid per Ordinary Share (U.S.dollars)/(euros) 711.7 0.6389 Fiscal year ended March 31,2020201920182017(in millions, except per-Ordinary Share data)8,494.8 7,697.4 7,151.0 6,647.8(7,367.4) (6,680.6) (5,483.7) (5,113.8)1,127.4 1,016.8 1,667.3 1,534.0(458.7) (55.4) (58.1) (63.0)1.6 (13.3) 2.1 (0.7)670.3 948.1 1,611.3 1,470.3(21.6) (63.1) (161.1) (154.4)648.7 2016 5.0 1,450.2 1,315.9 1,559.1 0.5824 0.7739 1.2151 1.0530 1.16260.6355 0.5793 0.7665 1.2045 1.0464 1.1563n/an/an/an/a 0.2940n/aBalance Sheet Data:Cash and cash equivalentsTotal assetsCurrent and long-term debt, including lease obligationsShareholders’ equityIssued share capitalWeighted Average Number of Ordinary Shares in issueduring the year2020(a)2020 2,815.3 16,177.7 4,619.7 5,450.2 7.1 2,566.4 14,747.2 4,211.2 4,914.5 6.51,113.81,113.8 As of March 31,20192018(in millions)1,675.6 1,515.013,250.7 12,361.83,644.4 3,963.05,214.9 4,468.96.8 7.01,143.61,193.52017 1,224.011,989.74,384.54,423.07.32016 2016 1,927.2 (1,290.8) (671.6) (35.2) 1,846.3 (283.6) (1,488.1) 74.6Cash Flow Statement Data:2020(a)Net cash inflow from operating activities*Net cash (outflow) from investing activitiesNet cash (outflow) from financing activities*Increase/(decrease) in cash and cash equivalentsFiscal year ended March 31,20192018(in millions)2,106.3 2,017.5 2,233.2(918.1) (1,002.4) (719.4)(297.4) (854.5) (1,222.8)890.8 160.6 291.02020 2,310.6 (1,007.2) (326.2) 977.2 *Inclusive of net foreign exchange differences(a) Dollar amounts are initially measured in euro in accordance with IFRS and then translated to U.S. solely forconvenience at the Federal Reserve Rate on March 31, 2020 of 1.00 1.097 or 1.00 0.9122
SELECTED OPERATING AND OTHER DATAThe following tables set forth certain operating data of Ryanair for each of the fiscal years shown. Such dataare derived from the Company’s consolidated financial statements prepared in accordance with IFRS and from certainother data, and are not audited. For definitions of the terms used in this table, see the Glossary in Appendix A.Operating Data:Operating MarginBreak-even Load FactorAverage Booked Passenger Fare ( )Ancillary Rev. per Booked Passenger ( )Total Rev. per Booked Passenger ( )Cost Per Booked Passenger ( )Average Fuel Cost per U.S. Gallon ( )Other Data:Revenue Passengers Booked (millions)Booked Passenger Load FactorAverage Sector Length (miles)Sectors FlownNumber of Airports Served at Period EndAverage Daily Flight Hour Utilization (hours)Team Members at Period EndTeam Members per Aircraft at Period 823,8972429.1117,268373Fiscal Year Ended March 51.832
Ryanair Holdings plc (Exact name of registrant as specified in its charter) Ryanair Holdings plc (Translation of registrant’s name into English) . TABLE OF CONTENTS PART I Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1
partnering model. Ryanair carried 42.5 million passengers during 2007 and posted ancillary revenue of 22,972,000 for car hire activities. This suggests Hertz agreed to pay Ryanair approximately 50 Euro cents for every passenger carried. Ryanair announced another 5-year partnership deal with a second major travel company during March 2007.
business model to further develop Ryanair’s low-cost pricing model. O’Leary was projected to earn a salary of 968,425 and bonuses of 783,000 in 2014.2 Much of O’Leary’s money is invested in Ryanair stock.3 As the largest individual shareholder, O’Leary is likely the most controversial character in the industry.4 He is known for .
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of, Ryanair in August 1996 when we operated just 12 aircraft, carried 3m passengers annually, and employed just over 600 people. Under David’s leadership over the last 24 years Ryanair has grown to operate a fleet of over 450 aircraft, we carry 3m passengers each week, and we employ over 16,800 highly skilled aviation professionals.
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