UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the Fiscal Year Ended: | |
OR | |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
OR | |
SHELL COMPANY REPORT PURSUANT/ TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
Date of event requiring this shell company report:___________ | |
For the transition period from to |
Commission file number:
(Exact name of registrant as specified in its charter)
Ryanair Holdings plc
(Translation of registrant’s name into English)
Republic of
(Jurisdiction of incorporation or organization)
(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 class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
The | ||||
The |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate 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.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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 Securities Exchange Act of 1934.
Yes ☐
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 their obligations 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 the preceding 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 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
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 definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Accelerated filer ☐ | Non-accelerated filer ☐ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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 over financial 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 securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ | 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 follow ☐ Item 17 ☐ Item 18
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).
Table of Contents
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Options to Purchase Securities from Registrant or Subsidiaries | 82 | |
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Material Modifications to the Rights of Security Holders and Use of Proceeds | 102 | |
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Management’s Annual Report on Internal Control Over Financial Reporting | 102 | |
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ii
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 104 |
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Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 105 | |
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iii
Presentation of Financial and Certain Other Information
As used herein, the term “Ryanair Holdings” refers to Ryanair Holdings plc. The term the “Company” refers to Ryanair Holdings 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, unless the context requires otherwise. The term “Ryanair Group” refers to the wholly owned subsidiary airlines of Ryanair Holdings, including Ryanair Sun S.A. (“Buzz”), Lauda Europe Limited (“Lauda”), Malta Air Limited, Ryanair DAC, and Ryanair U.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. All references to “Ireland” herein are references to the Republic of Ireland. All references to the “U.K.” herein are references to the United Kingdom and all references to the “United States” or “U.S.” herein are references to the United States of America. 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 twenty 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 may not total.
The Company owns or otherwise has rights to the trademark Ryanair® in certain jurisdictions. See “Item 4. Information on the Company—Trademarks.” This report also makes reference to trade names and trademarks of companies other than the Company.
The Company publishes its annual and interim consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”).
Additionally, in accordance 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 International Financial Reporting Standards as adopted by the EU. Accordingly, the Company’s consolidated financial statements and the selected financial data included herein comply with International Financial Reporting Standards as issued by the IASB and also International Financial Reporting Standards as adopted by the EU, in each case as in effect for the year ended and as of March 31, 2023 (collectively referred to as “IFRS” throughout).
The Company publishes its consolidated financial statements in euro. Solely for the convenience of the reader, this report contains translations of certain euro amounts into U.S. dollars at specified rates. These translations should not be construed as representations that the converted amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rates indicated or at any other rate. Unless otherwise indicated, such U.S. dollar amounts have been translated from euro at a rate of €1.00 = $1.0872, or $1.00 = €0.9198, the official rate published by the U.S. Federal Reserve Board in its weekly “H.10” release (the “Federal Reserve Rate”) on March 31, 2023. The Federal Reserve Rate for euro on June 30, 2023 was €1.00 = $1.0920 or $1.00 = €0.9158. See “Item 3. Key Information” for information regarding historical rates of exchange relevant to the Company, and “Item 5. Operating and Financial Review and Prospects” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the effects of changes in exchange rates on the Company.
iv
Cautionary Statement Regarding Forward-Looking Information
Except 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 and Exchange Commission (the “SEC”) may include forward-looking statements. In addition, other written or oral statements which constitute forward-looking statements have been made and may in the future be made by or on behalf of the Company, including statements concerning its future operating and financial performance, the Company’s share of new and existing markets, general industry and economic trends and the Company’s performance relative thereto and the Company’s expectations as to requirements for capital expenditures and regulatory matters. The Company’s business is to provide a low- fares airline service in Europe and North Africa, and its outlook is predominantly based on its interpretation 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 future events 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 the many factors and specific events that could affect the outlook and results of an airline operating in the European economy.
Among the factors that are subject to change and could significantly impact the Company’s expected results are global pandemics such as Covid-19, the airline pricing environment, fuel costs, competition from new and existing carriers, market prices for replacement aircraft and aircraft maintenance services, aircraft availability, costs associated with environmental, safety and security measures, significant outbreaks of airborne disease, terrorist attacks, cyber-attacks, war and geopolitical uncertainty, actions of the Irish, U.K., EU and other governments and their respective regulatory agencies, dependence on external service providers and key personnel, supply chain disruptions, aircraft delivery delays, 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 and access charges, litigation, labor relations, the economic environment of the airline industry, the general economic environment in Europe, the general willingness of passengers to travel, continued acceptance of low fares airlines and flight interruptions caused by Air Traffic Controllers (“ATC”) strikes and staff shortages, extreme weather events or other atmospheric 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 I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
THE COMPANY
Ryanair Holdings operates a low fare, low cost scheduled airline group serving short-haul, point-to-point routes from 91 bases to airports across Europe and North Africa, which together are referred to as “Ryanair’s bases.” For a list of these bases, see “Item 4. Information on the Company—Route System, Scheduling and Fares.” Ryanair pioneered the low-fares air travel model in Europe in the early 1990s. As of June 30, 2023, the Ryanair Group had a fleet of 530 Boeing 737s, including 119 Boeing 737-8200 “Gamechanger” aircraft. In addition, the Group had 28 leased Airbus A320 aircraft. The Group offers over 3,000 short-haul flights per day serving approximately 230 airports across Europe and North Africa. Passengers who switch to Ryanair (from EU legacy airlines) can reduce their emissions by up to 50% per flight. A detailed description of the Company’s business can be found in “Item 4. Information on the Company”.
1
SELECTED FINANCIAL DATA
The following tables set forth certain of the Company’s selected consolidated financial information as of and for the periods indicated. Financial information presented in euro in the table below has been derived from the consolidated financial statements that are prepared in accordance with International Financial Reporting Standards (“IFRS”). The financial information for fiscal year 2023 has been translated from € to U.S.$ using the Federal Reserve Rate on March 31, 2023. This information should be read in conjunction with: (i) the audited consolidated financial statements of the Company and related notes thereto included in Item 18 and (ii) “Item 5. Operating and Financial Review and Prospects.”
Income Statement Data:
Fiscal year ended March 31, | ||||||||||||||||||
| 2023(a) |
| 2023 |
| 2022 |
| 2021 |
| 2020 |
| 2019 | |||||||
(in millions, except per-Ordinary Share data) | ||||||||||||||||||
Total operating revenues | $ | 11,714.8 | € | 10,775.2 | € | 4,800.9 | € | 1,635.8 | € | 8,494.8 | € | 7,697.4 | ||||||
Total operating expenses | $ | (10,146.4) | € | (9,332.6) | € | (5,140.5) | € | (2,475.2) | € | (7,367.4) | € | (6,680.6) | ||||||
Operating profit/(loss) | $ | 1,568.4 | € | 1,442.6 | € | (339.6) | € | (839.4) | € | 1,127.4 | € | 1,016.8 | ||||||
Other expense | $ | (0.1) | € | (0.1) | € | (90.2) | € | (269.3) | € | (457.1) | € | (68.7) | ||||||
Profit/(loss) before taxation | $ | 1,568.3 | € | 1,442.5 | € | (429.8) | € | (1,108.7) | € | 670.3 | € | 948.1 | ||||||
Tax (expense)/credit | $ | (139.9) | € | (128.7) | € | 189.0 | € | 93.6 | € | (21.6) | € | (63.1) | ||||||
Profit/(loss) after taxation | $ | 1,428.4 | € | 1,313.8 | € | (240.8) | € | (1,015.1) | € | 648.7 | € | 885.0 | ||||||
Ryanair Holdings basic earnings/(loss) per Ordinary Share (U.S. dollars)/(euros) | $ | 1.2565 | € | 1.1557 | € | (0.2130) | € | (0.9142) | € | 0.5824 | € | 0.7739 | ||||||
Ryanair Holdings diluted earnings/(loss) per Ordinary Share (U.S. dollars)/(euros) | $ | 1.2534 | € | 1.1529 | € | (0.2130) | € | (0.9142) | € | 0.5793 | € | 0.7665 | ||||||
Balance Sheet Data:
As of March 31, | ||||||||||||||||||
| 2023(a) |
| 2023 |
| 2022 |
| 2021 |
| 2020 |
| 2019 | |||||||
(in millions) | ||||||||||||||||||
Cash and cash equivalents | $ | 3,913.2 | € | 3,599.3 | € | 2,669.0 | € | 2,650.7 | € | 2,566.4 | € | 1,675.6 | ||||||
Total assets | $ | 17,836.5 | € | 16,405.9 | € | 15,149.8 | € | 12,328.0 | € | 14,747.2 | € | 13,250.7 | ||||||
Current and long-term debt, including lease obligations | $ | 4,475.1 | € | 4,116.2 | € | 5,077.4 | € | 5,426.8 | € | 4,211.2 | € | 3,644.4 | ||||||
Shareholders’ equity | $ | 6,135.1 | € | 5,643.0 | € | 5,545.3 | € | 4,646.6 | ||||||||||