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ANNUAL REPOR
T 2022
c
CHOICE & COVERA
GE
UNRIV
ALED CUST
OMER SERVICES
ON-
TIME
PERFORMANCE
90%
SAFETY
RECORD
37
YEAR
DAIL
Y
FLIGHTS
UP
TO
3,000
KEY S
T
A
T
S YEAR END MARCH 2022
19,000+
HIGH
SKILLED
A
VIA
TION PROFESSIONALS
47
1
B737
S
90%
FLEET
DEBT
FREE
29
A320
S
CLIMA
TE
RA
TING
CDP
(ST
ABLE)
CREDIT
RA
TING
S&P
AND
FITCH
SUS
T
AINAL
YTICS
NO.
1
EUROPE
AIRLINE
NO.
2
GLOBAL
AIRLINE
ESG:
COUNTRIES
SERVES
36
AIRPORTS
90
BASE
97
M
GUES
T
S
1
49
M
PRE
-COVID
225
M
BY
FY26
AIRPORT
S
FLIGHTS TO/FROM
C.
225
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
CONTENT
S
1
Financial Summary
2
Chairman
s Report
4
Group CEO Report
10
Directors’ Report
15
Corporate Go
vernance Repor
t
34
Environmental & Social Report
37
Consolidated Disclosures Persuant to Article 8
T
axonomy Regulation
39
Report of the Remuneration Committee on
Directors’ Remuner
ation
47
Statement of Directors’ Responsibilities
in respect of the Annual Report and the
Financial Statements
48
Responsibility Statement as required by the
T
ransparency Directive and U.K. Corporate
Governance Code
49
Independent Auditor’
s Report to the Members
of Ryanair Holdings plc
57
Presentation of Financial & Certain Other
Information
58
Cautionary Statement Regarding Forward-
Looking Information
60
Detailed Index
63
Key Information
66
Risk Fact
ors
84
Information on the Company
108
Operating and Financial Re
view and Prospects
119
Directors, Senior Management and Employees
127
Major Shareholders and Related Party
T
ransactions
128
Financial Information
132
Additional Information
145
Quantitative and Qualitative Disclosures about
Market Risk
150
Controls and Procedures
154
Consolidated Financial Statements
216
Company Financial Statements
222
Directors and Other Information
223
Appendix
2
2
FINANCIAL
SUMMARY
Scheduled Revenue
Ancillary Revenue
T
otal Revenue
Fuel
Ex-Fuel Costs
T
otal Operating Costs
Interest
Foreign Exchange/Hedge Ineffectiveness
(Loss)/Prot
Before
T
ax
T
ax Credit/(Expense)
(Loss)/Prot
After
T
ax
2,653
2,148
4,801
1,699
3,442
5,141
(91)
1
(430)
189
(241)
1,036
600
1,636
543
1,932
2,475
(54)
(216)
(1,109)
94
(1,015)
5,566
2,929
8,495
2,762
4,605
7,367
(50)
(407)
671
(22)
649
INCOME ST
A
TEMENT
MAR 31, 2021
€’m
€’m
€’m
MAR 31, 2022
MAR 31, 2020
Non-Current Assets
Gross Cash
Current Assets
T
otal Assets
Current Liabilities
Non-Current Liabilities
Shareholder Equity
T
otal Liabilities & Equity
Net Debt
9,675
3,626
1,849
15,150
5,399
4,206
5,545
15,150
1,452
8,870
3,150
308
12,328
3,527
4,154
4,647
12,328
2,277
10,253
3,808
686
14,747
5,508
4,325
4,914
14,747
403
BALANCE SHEET
MAR 31, 2021
€’m
€’m
€’m
MAR 31, 2022
MAR 31, 2020
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
1
2
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
2
CHAIRMAN’S
REPORT
Dear Shareholder
,
Fiscal year 2022 (FY22) was another year of
unprecedented challenges for the Ryanair Group due
to the prolonged Co
vid-19 pandemic. While traffic
recovered strongly fr
om 27.5m to 97m passengers,
the delayed (and disrupted) relaxation of EU Covid-19
tra
vel restrictions until July 2021 (October in the U.K.),
combined with the damaging impact of the Omicron
variant in Q3 and Russia
s invasion of Ukraine in Q4,
meant that fares required significant price stimulation,
leading to a second year of financial losses.
Despite the many challenges and disruptions faced
by our customers and our people, your Board, and the
entire Ryanair team, worked tirelessly over the past
year to facilitate a safe return t
o normal operations
and to capitalise on the many growth opportunities
that now exist.
Notable milestones in FY22 include:
Ryanair’
s CDP (Climate Disclosure Project) rating
improved fr
om B- to B.
Sustainalytics ranked Ryanair the No.1 EU airline
& No.2 Global airline for ESG.
Customer Satisfaction (CSA
T) scores rose again
as traffic reco
vered.
T
raffic rebounded strongly to 97m from 27
.5m
(although still 35% behind pre-Covid levels).
Aver
age fares fell 27% to just €27 due to Covid,
Omicron and the Ukr
aine invasion.
61 B737
“Gamechangers”
delivered in FY22 (fleet
of 500 aircr
aft at year-end).
770 new routes and 15 new bases were announced
for the coming year
.
Net debt fell to €1.45bn (prior year €2.28bn) and
CCFF £600m loan repaid in October
.
FY23 fuel well hedged at a significant discount to
spot prices.
5-year growth acceler
ated to 225m p.a. by FY26.
This summer
, Ryanair’
s capacity will grow to
approx. 115% of Summer 2019
(pre-Covid)
levels. Following the Board’
s approval of an
accelerated gr
owth plan (announced at the 2021
AGM), the Ryanair Group expects to gr
ow traffic by
50% to 225m p.a. (previous target 200m) o
ver the
coming 5-years.
THIS SUMMER, RY
ANAIR’S CAP
ACITY WILL
GROW TO APPRO
X. 115% OF SUMMER 2019
(PRE
-COVID) LEVELS.
4
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
3
This growth will
be delivered more
sustainably on our
fleet of new B737
“Gamechanger”
aircraft,
which offer 4% more
seats, but consumes 16%
less fuel and reduces
noise emissions by
40%. ESG remains a key
focus for the Board. We
are proud of the Group’
s
achievements over the past year
, including rating
upgrades fr
om both CDP and Sustainalytics (as
highlighted above), the publication of our
Aviation
with Purpose
sustainability repor
t mapping out
Ryanair’
s path to net carbon zero by 2050 and our
plans to create over 6,000 well-paid jobs for
highly
skilled aviation professionals acr
oss Europe as we
grow our fleet out to 2026.
I welcome our new Director
, Geoff Doher
ty, who
joined the Board in October
. Geoff brings a wealth of
knowledge and experience to the Board and assists
with succession planning within the Audit Committee.
He will stand for election at the upcoming AGM. I also
want to express my gr
atitude to Julie O’Neill who has
chosen not to go forward for re-election at the next
AGM and will retire from the Board in September
. Róisín
Brennan will take over as Chair of the Remuner
ation
Committee (“Remco
”) when Julie departs the role.
I wish to personally thank our dedicated team of over
19,000 aviation professionals, our managers and my
Board colleagues who have made it possible for our
millions of customers to return t
o the skies. We look
forward to welcoming 165m guests onboard this year
.
Finally, I would like to thank you, our shareholders, for
your ongoing support.
Y
ours sincerely,
Stan McCarthy
Chairman
July 21, 2022
202
2
SUST
AINABILITY REPORT
A
VIA
TION
WITH PURPOSE
WE ARE PROUD OF THE GROUP
’S
ACHIEVEMENTS O
VER THE P
AST YEAR
,
INCLUDING RA
TING UPGRADES FROM BOTH CDP
AND SUST
AINAL
Y
TICS.
4
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2
Dear Shareholder
,
We are pleased to present our Annual Report for the
year ended 31 March 2022, the second year in a row
that our business was devastated by the Covid-19
pandemic. Our expected recovery was badly disrupted
by the Omicron variant in late November
, and again by
Russia
s unlawful invasion of Ukraine on 24 February,











severely damaged our Centr
al and Eastern European









affected Easter bookings and fares during April. Life is
never boring, or easy, in the airline business!
The Covid-19 Pandemic
The airline industry has never suffered a shock as
existential to our business as the Covid-19 pandemic.
Over the past 30 years, we have faced numerous
challenges including the 9/11 attacks, the Gulf War
,
Icelandic volcanoes etc. During all of these crises,
even though our flights were grounded for
, at most,
a couple of days, our traffic and schedules
continued
to grow on an annual basis. Co
vid, however
, has
grounded our industry for almost 2 years.
Annual traffic of 149m guests in FY20 collapsed
to just 27.5m in FY21.
There was a partial recovery
last year due to the success of vaccines and the
EU’
s Digital Covid Cert., which allowed a modest
recovery of routes and tr
affic during Summer 2021.
This recovery was badly damaged by the sudden
emergence of the Omicron variant in late November
,
which negatively impacted bookings/schedules over
Christmas, and into January. While there was a partial
recovery in February, this was again badly damaged
by Russia
s illegal invasion of Ukr
aine on 24 February,
which closed the skies over Ukr
aine, and caused a
short-term collapse in traffic into Centr
al and Eastern
European markets thr
ough March and April.
We remain hopeful that the high rate of EU v
accinations
will allow the airline and tourism industry to finally put
the Covid-19 pandemic behind us in Summer 2022.
However
, we cannot ignore the risk of new variants
emerging in Autumn 2022, but hopefully nothing
emerges that is vaccine resistant.
GROUP
CEO REPORT
THE SPREAD OF THE COVID-19 VIRUS
FROM MARCH 2020 HAD A PROFOUND AND
DEV
AST
ATING IMP
ACT ON AIR TRA
VEL
AND OUR BUSINESS.
6
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
If there are no adverse Covid developments, then
we will expect short-haul intra-European air tr
avel to
recover strongly during Summer 2022, and that this
recovery will be maintained through the remainder of
FY23. But our experience with Omicron last November
,
and the Ukraine inv
asion in February, shows how
fragile the market remains, and the strength of
any
recovery will be hugely dependent upon there being
no adverse or unexpected developments over the next
fiscal year
.
Russia’
s
invasion of Ukraine
Russia
s illegal invasion of Ukr
aine on 24 February
last has created another unexpected development
which will overhang our industry until it is resolved.
We responded immediately by cancelling all Ryanair
flights to/from Ukr
aine, with a loss of up to 2m
passengers over the next 12 months. We were able
to pivot these flights and capacity away fr
om Ukraine
from April onwards, and so we hope t
o recover some
of that lost Ukraine tr
affic by adding routes/flights to/
from other Centr
al and Eastern European airports.
Ryanair remains committed to recovering our r
outes
and traffic in Ukr
aine as soon as the European
Aviation Safety
Agency (EASA) rules that it is safe to
resume flying there. We have recently extended our
multi-year agreements with the main Ukraine airports
(Kyiv
, L
viv
, and Odessa), and we intend to be the first
European airline t
o return to flying to/fr
om Ukraine
as soon as the people of Ukraine successfully repel
the illegal Russian invasion. In any post invasion
scenario, there must be a substantial investment in
the Ukrainian infr
astructure, by both the people and
friends of Ukraine.
This will be led by the repair of their
airport infrastructure, and the return of international
flights – led by Ryanair
, which will facilitate inbound
investment, and to allow the Ukr
ainian people and their
families to reunite and recover fr
om the extraordinary
trauma they ha
ve suffered as a direct result of this
unlawful invasion. Ryanair will continue to stand with
the people of Ukraine, and we will
return to fulfil our
mission to become Ukr
aine
s No.1 airline, and we have
exciting and ambitious recovery and gr
owth plans for
that country.
The Ukraine inv
asion caused significant damage to
our year-end bookings and airfares during March,
and especially over the Easter holidays in mid April,
but again (as with Covid), we hope will be no further
adverse developments in Ukr
aine, and that the
Ukrainian people will successfully repel the inv
asion,
and restore their freedom, which will in turn underpin
their economic recovery and future freedom. Ukr
aine
is a very exciting country with a large population of
bright and very well-educated people, and Ryanair
will continue to invest in Ukr
aine, and will continue
to employ many Ukr
ainian Citizens among our pilots,
cabin crew
, engineers, and IT pr
ofessionals, both in
Ukraine and elsewhere in E
urope.
The Environment
Over the last year
, under
the leadership of Thomas
Fowler
, our Director of
Sustainability, we have made
significant progress on our
environmental ambitions.
Our Climate Protection
Rating, as independently
verified by CDP (Carbon Disclosure Project), impro
ved
from a B- to a B r
ating. We took delivery of 61 new
B737
“Gamechanger”
aircraft, and these air
craft are
operating successfully acr
oss Europe, delivering 4%
more seats yet consuming 16% less fuel, and they
have markedly reduced our noise emissions by up t
o
40%.
We continue to work hard to de
velop and accelerate
the production of sustainable aviation fuel. We are
investing in our partnership with T
rinity College
Dublin
s Sustainable A
viation Research Centre, and we
announced a partnership with Neste in Amsterdam,
to power up to one third of
our flights from Schiphol
Airport in Amsterdam with a 40% SAF blend.
5
ONBO
ARD
4%
MORE SEATS
DELIVERING
EMISSIONS
40%
LESS NOISE
UP TO
FUEL
16%
LESS FUEL & CO
2
CONSUMES
DELIVERED
AT MARCH 31, 2022
FLEET
61
“GAMECHANGERS”
NEW
B737
B
RA
TING
6
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
We are working with other EU airlines through the
Airlines for Europe (A4E) organisation, and the
European Union, t
o accelerate reform of the Single
European Sky t
o promote A
TC efficiently and cut delays,
which will substantially reduce fuel consumption, CO
emissions and flight delays for our guests.
Last November
, Ryanair published our first
Aviation
with Purpose
Sustainability Repor
t, setting out
ambitious environmental and social targets for the
coming decade, and mapping out Ryanair’
s pathway
to net carbon zero by 20
50. We can and will continue
to put sustainability at the heart of our growth and
expansion over the next decade. We continue to
promote the fact that passengers flying across E
urope
who trade down on price fr
om high-fare legacy airlines
to Ryanair are reducing their environmental footprint
by up to 50%, pro
ving that with Ryanair
, growth can be
coupled with sustainability, leading to a better future
for all of our guests and their families.
Customers who switch to Ryanair from EU
legacy airlines can cut their CO
2
by up to
50% per flight
50%
Social
Our growth plans to 2026 will see Ryanair create
over 6,000 well-paid jobs for highly skilled aviation
professionals all over Eur
ope. This year
, Ryanair
invested €50m in a cutting-edge aviation skills
training centre in Dublin, which contains 4 full motion
simulators, 2 fixed-based simulators, a full-scale
in-flight training air
craft, and a state-of-the-art fire/
smoke emergency training capsule.
4 full motion simulators (3x B737 and
x A320) and 2 fixed-based simulators
SIMULA
TORS
This is a substantial investment by Ryanair in training
and upgrading the skills of our a
viation professionals,
which we believe will lead to safer flights and impr
oved
customer service. We expect to open at least 2 more
of these aviation skills tr
aining centres in Europe
over the next 3 years, with at least one on the Iberian
Peninsula, and one in Central or Eastern E
urope.
Ryanair is also investing heavily in our engineering
and maintenance teams. We have opened new
hangar maintenance facilities in Kaunas, Shannon,
and more recently in Malta, where we continue to
recruit and train highly skilled a
viation maintenance
professionals.
These in-house facilities enable us to
create cadet and apprenticeships for school leavers,
bringing through the next gener
ation of highly skilled
aviation and engine maintenance specialists.
Ryanair has significantly strengthened and deepened
our relationships with both our people and their
Unions over the last 12 months. We worked hard
together with our
T
rade Union par
tners to
minimise job
losses during Covid, but we could only do so through
a sensible package of modest pay cuts across all
team members within the airline, while also gratefully
participating in Govt. payroll suppor
t schemes, which
were made available t
o stricken sectors of industry
across Eur
ope.
Ryanair’
s state of the ar
t training facility, Dublin.
8
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
As we began to see a post-Covid reco
very in air
tra
vel and tourism in Spring 2022, we moved quickly
with our T
rade Unions t
o negotiate accelerated pay
restor
ation agreements, so that we can restore all
previously agreed pay cuts as soon as our business
and profitability returns to pre-Co
vid levels.
At the time of writing, these acceler
ated pay
restor
ation agreements have been put in place with
Unions representing more than 80% of our pilots, and
more than c.70% of our cabin crew teams across
Europe. We hope t
o conclude agreements with the
small remaining balance in the near-term future.
Our first priority is to rest
ore our business and our
profitability to pre-Co
vid levels, and as soon as we
see that objective being reached, we are committed
to completing the restor
ation of the agreed pay cuts,
which enabled Ryanair and our Union partners to
minimise job losses during Covid.
The success of these pay agreements have been
vindicated in recent months, as many European airlines,
airports, and handling companies have struggled to
restore the thousands of jobs in airlines and airports
that were cut during the Covid-19 pandemic.
W
e are one of the few airlines in Eur
ope
that is fully crewed, despite operating at
5% of our pre-Covid capacity
115%
Ryanair stands out among the major EU airlines this
Summer
, insofar as we are fully crewed for both pilots
and cabin crew
, despite the fact that we are operating
at 115% of our pre-Covid capacity in Summer 2022.
Our business, our schedules, and our customers are
being disrupted by unprecedented A
TC and airport and
handling delays, but we remain confident that we can
operate almost 100% of our scheduled flights, keeping
air fares low while minimising delays and disruptions
for our guests and their families.
We hope the reliability of our flights and schedules
this summer will enable us to return to pre-Co
vid
levels of profitability, and complete the pr
ocess of
pay restor
ation before we get to the Summer 2023
schedule. We continue to recruit and tr
ain substantial
numbers of pilots, cabin crew and engineers, so that
we can take delivery of approximately 140 new Boeing
737
“Gamechanger”
aircraft o
ver the next 4 years,
7
Kaunas International Airport (KUN), Lituania.
8
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ANAIR GROUP ANNUAL REPOR
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02
2
and allow our traffic t
o grow from 149m pre-Co
vid to
over 225m p.a. by FY26. We continue to work closely
with and invest in our people and their Unions, as we
believe this is the best way for the Ryanair Group of
airlines to achieve our ambitious goals.
Growth
The Covid-19 pandemic has had a dev
asting impact
upon European aviation.
The past 2 years have seen
notable bankruptcies of numerous airlines, including
Thomas Cook, Flybe, Norwegian, Stobart, SAS and
Germanwings among others, and many of Europe
s
legacy airlines, including Alitalia, T
AP
, and L
OT
have
only survived by significantly reducing their fleet and
passenger capacity, while receiving multi-billion-
euro injections of State Aid.
These huge structural
reductions in capacity have created enormous growth
opportunities for a low-cost leader like the Ryanair
Group to deploy our large deliveries of fuel efficient
B737
“Gamechanger”
aircraft into markets in Ireland,
Italy, Portugal, Central and Eastern Europe, Spain, the
UK, and Denmark.
Over the last 12 months, we have opened 15
new bases in Agadir
, Billund, Chania, Corfu, Cork,
Madeira, Newcastle, Nuremberg, Riga, St
ockholm,
Venice (Marco Polo), Venice (T
reviso), T
urin, Zadar
,
and Zagreb. We have also announced long-term
extensions of low-cost base agreements at London
Stansted, Milan Bergamo, Manchester
, East Midlands,
and Brussels Charleroi.
Our Group has doubled our capacity in Rome Fiumicino,
Lisbon, and Vienna airports, and has based a record
33 aircr
aft in Dublin for Summer 2022, to support the
Irish Government’
s visionary Covid Recovery Incentive
Scheme.
Our Group has doubled capacity in Rome
Fiumicino, Lisbon, and Vienna airports, and
has based a record 33 aircr
af in Dublin for
Summer 2022
C
AP
A
CITY
Over the past 2 years, Ryanair’
s market share has
increased dramatically acr
oss Europe. Notable
examples include Italy, where our share has increased
from 30% pre-Covid, t
o over 40% this Summer
.
Our market share in Vienna has jumped from 8% in
Summer 2019 to 24% in Summer 2022. In Budapest,
which was Wizz’
s home base, we have gone from
18% to over 30% in market leadership, and we ha
ve
also seen significant market share gains in Ireland,
Sweden, and Poland. Our New Routes team continue
to negotiate with more airports that we can grow at for
the next 2 or 3 years, and we remain confident that we
already have homes for the, appro
ximately, 140 new
B737
“Gamechanger
aircr
aft we will take delivery of
from Boeing over the next 4 years.
FY20
149
FY21
27.5
FY22
97
FY23
165
FY24
185
FY25
205
FY26
225
20
M
60
M
100
M
140
M
180
M
220
M
GUESTS
210 X B737
ORDER
“GAMECHANGER”
4% MORE SEATS
40% LOWER COSTS
16% LESS FUEL
ADDIT. CAPAC. FOR
RESTORE TRAFFIC
AIRPORTS TO
LOWER AIRPORT. &
HANDLING COSTS
TRAFFIC & PROFIT
GROWTH
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9
The Future
Thanks to the support of our people, and the
courageous leadership of our Board, we belie
ve that
Ryanair has negotiated the unprecedented Covid
pandemic in much better shape than any other
European airline. We entered this crisis with a str
ong
balance sheet and substantial cash reserves and,
while we emerge out of Covid with a sizeable net debt,
were able to manage our way through Co
vid in such
a way that we continue to have one of the str
ongest
balance sheets in the industry. We have lowered our
cost base through sensible partnerships with Boeing,
our airports, and our people, and we have worked hard
to keep our pilots, our cabin crew
, and our engineers
employed and their licenses “
current” during Covid, so
that we could recover our schedules and oper
ations
rapidly as cust
omer demand surged through the
Summer of 2022. While most of our EU competitors
are operating between 75% t
o 85% of their pre-Covid
capacity this Summer
, Ryanair has grown to 1
15%
of our pre Covid volumes, which will deliver very
significant market share gains for our business.
We must work even harder this year to earn the trust
of our guests, to impro
ve our customer service, to
maximise our punctuality and our reliability, while
keeping our air fares low
, so that we can make air
tra
vel affordable for millions of Europeans, visit
ors,
and their families as air tra
vel returns following an
unprecedented 2-year hiatus.
We will continue to invest heavily in new fuel efficient
and environmentally friendly aircr
aft. We will continue
to invest heavily in recruitment, tr
aining, and the
safety of many thousands of highly skilled aviation
professionals, and we will continue to expand
at new
and existing airports who wish to work with us to
make flying affordable for millions of Europeans and
their families, and to replace the routes and tr
affic
they have lost as competitor airlines folded or slashed
capacity to survive the Covid-19 pandemic.
As a Board and a team, all of us in the Ryanair Group
are determined to work hard so that our business
and EU air tra
vel recovers strongly, so that we can
continue to offer the lowest fares with the most on
time flights with the lowest environmental footprint
for the benefit of our 165m customers, our hard-
working team of over 19,000 aviation pr
ofessionals,
and also for our shareholders, who have supported
us through an extr
aordinarily difficult past 2 years.
We all hope that together we can look forward to a
strong post-Covid recovery in tr
affic, in market shares,
and in our business, so that this in turn will enable us
to fully restore the pay of our people, t
o reduce our
environmental footprint as we grow
, and to make
flying even easier and more affordable for not just this
generation of E
uropean families and visitors, but for
many future generations t
o come. We are all working
hard here in Ryanair to deliver on these ambitious and
exciting challenges and we thank you sincerely for
your support.
Best wishes,
Michael O’Leary
Group CEO
July 21, 2022
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10
Review of
business activities
and future
developments in the
business
The Company operates a low fares/low-cost, short-haul airline Group and plans to develop this activity by expanding
its successful business model on new and existing routes. Information on the Company is set out on
pages 84 to
108
. A review of the Company’
s operations for the year is set out on
pages 108 to 118
.
Results for
the year
Results for the year are set out in the consolidated income statement starting on
page 156
.
Principal risks
and uncer
tainties
Details of the principal risks and uncertainties are on
pages 66 to 83
.
Key per
formance indicators
The key performance indicators are set out on
pages 65
;
84 to 108
;
108 to 118
.
Financial risk
management
Details of the Group’
s financial risk management policies and exposures are set out in Note 12 on
pages 179 to
197
.
Share capital
The number of ordinary shares in issue at March 31, 2022 was 1,134,528,528 (2021: 1,128,062,028; and 2020:
1,089,181,737). Details of the classes of shares in issue and the related rights and obligations are set out in Note
15 on
pages 201 to 203
.
Accounting records
The Directors believe that they have complied with the requirements of Section 28
1 to 285 of the Companies Act
2014 with regard to adequate accounting records by employing financial personnel with appropriate expertise and
by providing adequate resour
ces to the financial function.
The accounting records of the Company are maintained
at its registered office, Airside Business Park, Swords, Co. Dublin, K67 NY94, Ireland.
Company information
The Company was incorporated on A
ugust 23, 1996 with a registered number of 249885. It is domiciled in the
Republic of Ireland and has its registered offices at Airside Business Park, Swords, Co. Dublin, K67 NY94, Ireland.
It is a public limited company and operates under the laws of Ireland.
People
At March 31, 2022, the Company had a team of o
ver 19,000 highly skilled aviation professionals.
Substantial interests in share capital
Details of substantial interests in the share capital of the Company, which represent over 3% of the issued share
capital, are set out on
page 127
. At March 31, 2022 the free float in shares was 95.99%.
DIRECT
ORS’
REPORT
THE DIRECTORS PRESENT THEIR ANNUAL REPOR
T AND FINANCIAL ST
A
TEMENTS OF RY
ANAIR HOLDINGS
PLC (“THE COMP
ANY
”), INCORPORA
TED IN THE REPUBLIC OF IRELAND, AND ITS SUBSIDIARIES (WITH THE
COMP
ANY AND THE SUBSIDIARIES BEING TOGETHER “THE GROUP
”) FOR THE YEAR ENDED MARCH 3
1
, 2022.
12
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2
Directors and Company Secretary
The names of Directors who served throughout fiscal year 2022 are: Róisín Brennan; Michael Cawley; Emer Daly;
Geoff Doherty; Stan McCar
thy; Howard Millar; Dick Milliken; Mike O’Brien; Michael O’Leary; Julie O’Neill; and Louise
Phelan.
Geoff Doherty was appointed to the Board in October 2021.
Juliusz Komorek served as Company Secretary. Details of the appointment and re-election of Direct
ors are on
page 18
.
Interests of
Directors and Company
Secretary
The Directors who held office at March 31, 2022 had no interests other than those outlined in Note 19(d) on
page
209
in the shares of the Company.
Directors’ and Senior
Executives’ remuneration
The Company’
s policy on Senior Executive remuneration is to reward its
Executives competitively, but in the context
of a low-cost airline Group, having regard t
o the comparative marketplace
in Europe, in order t
o ensure that they are
motivated to perform in the best interests of the shareholders. Details of remuner
ation paid to key management
personnel (defined as including each Director
, whether executive or other
wise, of the Group, as well as the Executive
team reporting to the Board of Directors) is set out in Note 27 on
page 215
. Details of total remuner
ation paid to
the Directors is set out in Note 19 on
pages 207 to 209
.
Executive Director’
s service
contract
In February 2019, Michael O’Leary signed a 5-year contr
act as Group CEO
, commencing in April, 2019, which
commits him to the Company until the end of July 2024. Mr
. O’Leary is subject to a covenant not to compete with
the Group within the EU for a period of two years after the termination of his employment. Mr
. O’Leary’
s employment
agreement does not contain provisions pr
oviding for compensation on its termination.
Dividend policy
Details of the Company’
s dividend policy are disclosed on
page 129
.
Share buybacks
There were no shareholders returns in the year ended March 31, 2022 (2021: nil).
In the year ended March 31, 2021 the Company issued appr
oximately 35.2m shares under a non-pre-emptive
placing to institutional investors and certain of the Company’
s directors and members of its senior management
team. The shares were issued at a price of €11.35 per
share raising gross
proceeds of approximately
€400m. The
shares issued represented approximately 3.2% of the
Company’
s issued share capital immediately prior to the
placing.
In the year ended March 31, 2020 the Company bought back 47.2m ordinary shares at a total cost of €581m.
These
buybacks were equivalent to appr
oximately 4.2% of the Company’
s issued share capital at March 31, 2019. All of
these repurchased shares were canceled at March 31, 2020.
Directors’ Compliance Statement
The Company complies with its relevant obligations (as defined in the Companies Act
2014). The Direct
ors
have dr
awn up a compliance policy statement (as defined in section 225(3)(a) of the Companies Act 2014)
and appropriate arr
angements and structures are in place that are, in the Directors’ opinion, designed t
o secure
material compliance with the Company’
s relevant obligations.
The Directors confirm that these arr
angements and
structures were reviewed during the financial year
.
11
12
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2
As required by Section 225(2) of the Companies Act 2014, the Directors acknowledge that they are responsible
for the Company’
s compliance with the relevant obligations. In discharging their responsibilities under Section
225, the Directors relied on the advice both of persons employed by the Company and of persons retained by the
Company under contract, who they belie
ve have the requisite knowledge and experience to advise the Company on
compliance with its relevant obligations.
Relevant audit
information
The Directors believe that they ha
ve taken all steps necessary to make themselves aware of any relevant audit
information and have established that the Company’
s statutory auditors are aware of that information. In so far as
they are aware, there is no relevant audit information of which the Gr
oup’
s statutory auditors are unaware.
Accountability and
audit






page 47
. They have
also considered the going concern position of the Company and their conclusion is set out on
pages 31 to 32
.
The Board established an Audit Committee whose principal tasks are to consider financial reporting and internal
control issues.
The Audit Committee, which consists exclusively of independent Non-Executive Direct
ors, meets
at least quarterly to review the financial statements of the Company, to consider internal control procedures and
to liaise with internal and external audit
ors. In the year ended March 31, 2022 the Audit Committee met on 9
occasions. At least quarterly, the Audit Committee receives an extensive repor
t from the Head of Internal
Audit
detailing the reviews performed in the year to date, and an enterprise risk assessment of the Gr
oup. This report is
used by the Audit Committee and the Board of Directors, as a basis for determining the effectiveness of internal
control and identifying emerging risks.
The Audit Committee regularly considers the performance of internal audit
and how best financial reporting and internal control principles should be applied.
In addition, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of
the independent auditor
. The Audit Committee pre-approves
all audit and permissible non-audit services provided
by the independent auditor
.
Social, ethical report
Ryanair complies with the European Union (Disclosure of Non-Financial and Diversity information by certain
large undertakings and groups) Regulations 2017. The table below is designed t
o help stakeholders navigate
to the relev
ant sections in this Annual Repor
t and public documents and policies published in our website
(
https:/
/www
.ryanair
.com
) to understand the Group’
s approach to these non-financial statements.
Reporting Requirement
Governing Policies
Risk Management and Additional Information
Environmental Matters
Sustainability Report - Aviation
with Purpose
Environmental and social report -
page 34 to 36
Environmental regulation -
pages 104 to 107
T
askforce on Climate-related Financial Disclosures - Sustainability
Report - Aviation with Purpose – pages 42 to 48 (https:/
/corporate.
ryanair
.com/sustainability/).
Social and Employee
Matters
Code of Business Conduct and
Ethics
Freedom of Association Policy
Charities and Partners
Code of Business Conduct and Ethics –
page 26
Staff and labor relations -
page 126
https:/
/investor
.ryanair
.com/wp-content/uploads/2021/12/Ryanair_
Freedom-of-Association-Policy.pdf
https:/
/corporate.ryanair
.com/about-us/giving-back/
Respect for Human
Rights
Non-Discrimination Policy
https:/
/investor
.ryanair
.com/wp-content/uploads/2021/12/Ryanair_
Non-Discrimination-Policy.pdf
Bribery and Corruption
Anti-Bribery & Corruption Policy
https:/
/investor
.ryanair
.com/wp-content/uploads/2022/02/Ryanair-
Holdings-plc-Anti-Bribery-Anti-Corruption-Policy-2022.pdf
Diversity
Inclusion, Diversity & Equality
Non-Discrimination Policy
Diversity –
page 21
14
Principal risks and impact on business activity are described under Risk Fact
ors in
pages 66 to 83
.
Our business model is described within this report under Review of business activities and future developments in
the business in
page 10
.
Non-financial Key Performance Indicators (“KPIs“) are disclosed within the Sustainability Accounting Standards
Board Disclosures - Sustainability Report - Aviation with Purpose – page 39 (
https:/
/corporate.ryanair
.com/
sustainability/
).
Air safety
& security
Commitment to air safety and security is a priority of the Company. See
page 93
for details.
Critical accounting policies
Details of the Company’
s critical accounting policies are set out on
pages 163 to 174
.
Subsidiary companies
Details of the principal subsidiary undertakings are disclosed in Note 27 on
page 215
.
Political contributions
During the financial years ended March 31, 2022, 2021 and 2020 the Company made no political contributions
which require disclosure under the Elector
al Act, 1997.
Corporate Governance Report
The Corporate Go
vernance Repor
t on
pages 15 to 33
forms part of the Directors’ Repor
t.
Post balance sheet events
Details of significant post balance sheet events are set out in Note 26 t
o the consolidated financial statements on
page 214
.
Auditor
The auditor
, KPMG, Char
tered Accountants, who were appointed in 1985, continued in office throughout fiscal year
2022 and up to the publication of this Annual Report.
During fiscal year 2022, the Group conducted an audit tender pr
ocess to select a new external auditor commencing
in fiscal year 2023. Due to the EU Regulat
ory Fr
amework on statutory audits, the incumbent audit
or
, KPMG, was not
invited to tender
.
Following a tr
ansparent and competitive tender process, which included discussions with management and
presentations from candidate firms, the Audit Committee ev
aluated each of the proposals and, based on cultur
al
fit, corporate fit, audit quality and experience criteria, recommended
to the Board that PwC be appointed as external
auditors of the Company commencing with the fiscal year 2023.
The Board accepted this recommendation, and the
appointment will be put to shareholders for their appro
val at the AGM on September 15, 2022.
As resigning auditor
, KPMG will resign on completion of the fiscal year 2022 audit. As required under Section
381(1)(b) of the Companies Act 2014, a resolution authorising the Directors t
o determine the remuneration of the
auditor will be proposed at the 2022 AGM.
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13
14
Annual General Meeting
The Annual General Meeting will be held at 9:00
a.m. on September 15, 2022 in the Ryanair Engineering Centre,
230/240 Lakeshore Drive, Airside Business Park, Swords, Co. Dublin, K67 XF79, Ireland.
On behalf of the Board
Stan
McCarthy
Michael
O’Leary
Chairman
Group
CEO
July 21, 2022
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16
15
CORPORA
TE
GO
VERNANCE REPORT
RY
ANAIR HAS ITS PRIMAR
Y LISTING ON EURONEXT DUBLIN AND ITS AMERICAN DEPOSIT
ARY SHARES ARE
LISTED ON THE NASDAQ. THE DIRECTORS ARE COMMITTED TO MAINT
AINING THE HIGHEST ST
ANDARDS
OF CORPORA
TE GOVERNANCE AND THIS ST
ATEMENT DE
SCRIBES HOW RY
ANAIR HAS APPLIED THE MAIN
AND SUPPORTING PRINCIPLES OF THE 20
1
8 U.K. CORPORA
TE GOVERNANCE CODE (THE “20
1
8 CODE”), THE
VERSION OF THE CODE IN FORCE DURING THE YEAR ENDED MARCH 3
1
, 2022. THIS REPORT ALSO COVERS
THE DISCLOSURE REQUIREMENT
S SET OUT IN THE IRISH CORPORA
TE GOVERNANCE ANNEX TO THE LISTING
RULES OF EURONEXT DUBLIN, WHICH SUPPLEMENTS THE 20
1
8 CODE WITH ADDITIONAL CORPORA
TE
GOVERNANCE PROVISIONS AND IS ALSO APPLICABLE T
O RY
ANAIR.
The Board
of Directors (“the
Board”):
Roles
The Board of Ryanair is responsible for the leadership, str
ategic direction and oversight of management of the
Group.
The Board’
s primary focus is on strategy formulation, policy and contr
ol. It has a formal schedule of matters
specifically reserved to it for its attention, including matters such as approv
al of the annual budget, large capital
expenditure, and key strategic decisions.
The Irish Corporate Governance Anne
x
is available on Eur
onext Dublin’
s website:
www
.euronext.com
A copy of the 208 Code can be obtained
from the Financial Reporting Council’
s
website: www
.frc.org.uk
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16
Other matters reserved to the Board include treasury policy and procedures, internal control, audit and risk
management, remuneration of the Executive Direct
or and Executive management and corporate go
vernance. The
Board has delegated responsibility for the management of the Group to the Gr
oup CEO and the Senior Management
team. There is a clear division of responsibilities between the Chairman and the Gr
oup CEO
, which is set out in
writing and has been approved by the Board.
Chairman
Stan McCarthy has ser
ved as the Chairman of the Board since June 2020, when he replaced David Bonderman.
Mr
. McCar
thy became Deputy Chairman in April 2019 and was appointed a Direct
or in May 2017.
The Chairman
s
primary responsibility is to lead the Board, to ensure that it has a common purpose, is effective as a gr
oup and at
individual Director level and that it upholds and pr
omotes high standards of integrity and corporate governance.
He ensures that Board agendas cover the key str
ategic issues confronting the Group; that the Board reviews
and approves management’
s plans for the Group; and that Directors receive accurate, timely, clear and relev
ant
information.
The Chairman is the link between the Board and the Company. He is specifically responsible for establishing
and maintaining an effective working relationship with the Group CEO
, for ensuring effective and appropriate
communications with shareholders and for ensuring that members of the Board develop and maintain an
understanding of the views of shareholders.
While Stan McCarthy holds a small number of other Directorships (see
page 119
), the Board considers that these
do not interfere with the discharge of his duties to Ryanair
.
Senior Independent Director
The Board has appointed Louise Phelan as the Senior Independent Director (SID). She is available t
o shareholders
who have concerns that cannot be addressed through the Chairman,
Group CEO or Group CFO and leads the annual
Board review of the performance of the Chairman.
Company Secretary
The appointment and removal of the Company Secretary is a matter for the Board. All Direct
ors have access to the
advice and services of the Company Secretary (Juliusz Komorek), who is responsible to the Board
for ensuring that
Board procedures are complied with.
Membership
The Board consists of one Executive and 10 Non-Executive Directors following the appointment of Geoff Doherty in
October 2021. It is the pr
actice of Ryanair that a majority of the Board will be Non-Executives, each considered by
the Board to be independent, and the Chairman is Non-Executive.
The Board considers the current size, composition
and diversity of the Board to be appropriate. 36% of the current board are female.
The composition of the Board
and the principal Board Committees are set out below
. Biographies of the Directors are av
ailable on
pages 119
to 120
. The Board, with the assistance of the Nomination Committee,
keeps Board composition under review to
ensure that it includes the necessary mix of relevant skills and experience required t
o perform its role.
Each Director has extensive business experience, which they bring to
bear in governing the Company. The Board
considers that, between them, the Directors bring the r
ange of skills, knowledge, diversity, and experience, including
international and aviation experience, necessary to lead the Gr
oup. The Chairman has significant public company
experience. Historically, the Company has always separ
ated the roles of Chairman and Group CEO for the running
of the business and implementation of the Board’
s strategy and policy.
18
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17
Stan McCarthy (Non Exec Chairman)
Independent: Yes
Years: 5
Citizenship: Irish/US
Commitee:
Executive
Nomination (Chair)
Emer Daly (Non Exec)
Independent: Yes
Years: 4
Citizenship: Irish
Commitee:
Audit
Michael O’Leary (Exec)
Independent: No
Years: 26
Citizenship: Irish
Commitee:
Executive
Dick Milliken (Non Exec)
Independent: Yes
Years: 9
Citizenship: UK
Commitee:
Audit (Chair)
Louise Phelan (Non Exec-SID)
Independent: Yes
Years: 9
Citizenship: Irish
Commitee:
Executive (Chair)
Nomination
Howard Millar (Non Exec)
Independent: Yes
Years: 7
Citizenship: Irish
Commitee:
Executive
Nomination
Michael Cawley (Non Exec)
Independent: Yes
Years: 8
Citizenship: Irish
Commitee:
Executive
Remuneration
Julie O’Neill (Non Exec)
Independent: Yes
Years: 9
Citizenship: Irish
Commitee:
Remuneration
(Chair)
Juliusz Komorek (Co. Secretary)
Years: 13
Citizenship: Polish
Róisín Brennan (Non Exec)
Independent: Yes
Years: 4
Citizenship: Irish
Commitee:
Audit
Remuneration
Mike O’Brien (Non Exec)
Independent: Yes
Years: 6
Citizenship: Irish
Commitee:
Safety & Security
(Co-Chair)
Geoff Doherty (Non Exec)
Independent: Yes
Years: 1
Citizenship: Irish
Commitee:
Audit
1
2
3
4
5
6
Current/previous experience in the aviation or the wider tr
ansport industry


Experience of industrial relations, employment law
, talent attraction & retention or other staff issues
Experience of regulatory affairs and public policy
Experience of sourcing, logistics and procurement (Supply chain)
Aviation &
T
ransport
(1)
Accounting,
Internal
Control &
Financial
Expertise
(2)
Safety &
Sustainability
(incl. climate)
(3)
T
alent
Mgt.
(4)
Consumer
G
o
v.
& Reg.
Relations
(5)
Governance
Supply
Chain
Mgt.
(6)
IT/Data/
Cyber/
Digital
Marketing
Stan McCarthy
Louise Phelan
Róisín Brennan
Michael Cawley
Emer Daly
Geoff Doherty
Howard Millar
Dick Milliken
Mike O’Brien
Michael O’Leary
Julie O’Neill
Summary of
Director Competencies
18
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Appointment
Directors are appointed following selection by the Nomination Committee (“Nomco
”) and approval by the Board
and must be elected by the shareholders at the following AGM. The focus of the Board, thr
ough Nomco, is to
maintain a Board with the relevant expertise, quality and experience required by Ryanair to advance the Company
and shareholder value. Ryanair recognizes the benefits of diversity, including gender diversity. Ryanair’
s Articles of
Association require that all of the Directors retire and offer themselves for re-election within a three-year period.
All Directors, with the exception of Julie
O’Neill who is retiring from the Board in September 2022, will be offering
themselves for re-election at the AGM on September 15, 2022.
Dick Milliken is Chair of the Audit Committee, Stan McCarthy is Chair of Nomco, and Julie O’Neill is Chair of the
Remuneration Committee (“Remco
”). Following Julie O’Neill’
s depar
ture from the Board in September 20
22, Róisín
Brennan will take over as Chair of Remco.
Senior management regularly brief the Board, including new members, in relation to oper
ating, financial, ESG
and strategic issues concerning the Ryanair Gr
oup. The Board also has direct access t
o senior management, as
required, in relation to any issues they have concerning the oper
ation of the Company. The terms and conditions
of appointment of Non-Executive Directors are set out in their letters of appointment, which are a
vailable for
inspection at the Company’
s registered office during normal office hours and at the Annual General Meeting of
the
Company.
Other Relevant F
actors
Non-Executive Directors hold (unvested) share options over a small quantity of shares as set out on
page 209
.
Whilst the 2018 Code notes that the remuner
ation of Non-Executive Directors should not ordinarily include share
options, the Company has a NASDAQ listing and has a substantial U.S. shareholder base.
The granting of share
options to Non-Executive Directors t
o align interests of shareholders and Directors is an established market pr
actice
in the U.S., which is typically encouraged by U.S. invest
ors. The
Company in accordance with the 2018 Code sought
and received shareholder approv
al to make these share option gr
ants to its Non-Executive Directors and the Board
believes the modest number of options gr
anted to Non-Executive Directors does not impair their independence
of
judgement and character
. Fur
ther to
the above, and following consultation with key shareholders and the approv
al
of a new Long Term Incentive Plan (“
L
TIP 2019”) by shareholders at the 2019 AGM, which replaced the previous
2013 Share Options Plan for all future share based payments, the Non-Executive Directors will not receive any
further share option grants or performance based shares.
With the exception of the historic modest gr
ant of share options, there were no relationships or circumstances of
relevance under the 2018 Code impacting Non-Executive Direct
ors independence. Furthermore, in line with best
governance pr
actices, Ryanair has adopted a policy whereby all Directors retire on an annual basis and being
eligible for re-election, offer themselves for election. This affords Ryanair’
s shareholders an annual oppor
tunity to
vote on the suitability of each Director
.
Nomco have confirmed to the Board that it considers all Direct
ors offering themselves for re-election at the
2022 AGM to be independent and that they continue t
o effectively contribute to the work of the Board. Nomco
recommends that the Company accept the re-election of the Directors.
Board Procedures
All Directors have access t
o the advice and services of the Company Secretary and the Board has established
a procedure whereby Directors wishing t
o obtain advice in the furtherance of their duties may take independent
professional advice at the Company’
s expense.
Directors meet with key Executives with a particular focus on ensuring Non-Executive Directors are fully informed
on issues of relevance t
o Ryanair and its operations. Extensive papers on key business issues are pr
ovided to
all Directors in connection with the Board and Committee meetings. All Direct
ors are encouraged t
o update and
refresh their skills and knowledge, for example, through attending courses on technical areas or external briefings
for Non-Executive Directors.
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19
The Company has Directors’ and Officers’ liability insur
ance in place in respect of any legal actions taken against
the Directors in the course of the exercise of their
duties. New Non-Executive Directors are encour
aged to meet the
Executive Director and senior management for briefing on the Group’
s developments and plans.
Independence
The Board has carried out its annual evaluation of the independence of each of its Non-Executive Directors, taking
account of the relevant pr
ovisions of the 2018 Code, namely, whether each Director is independent in char
acter and
judgement and free from relationships or circumstances which
are likely to affect, or could appear to affect, the
Director’
s judgement. The Board regards all of the Non-Executive Direct
ors at the date of this report as independent
and has concluded that no one individual or group exerts an undue influence on others.
Within its independence review
, the Board has considered the following items with respect to cer
tain individual
Non-Executive Directors.
Dick Milliken is independent in character and
judgement and the Board views his depth
of experience and service as enhancing his
independence in representing shareholder interest.
Tenure: served as Non-Executive
Director to the Ryanair Board
from July 2013.
D. Milliken*
Non-Exec.
Independent
M. Cawley
Non-Exec.
Director
& Role
M. O’Brien
Non-Exec.
H. Millar
Non-Exec.
The Board considered Michael Cawley’
s outside
business interests, as well as the (6 month) gap

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


to the Board in 2014 and concluded that his previous
employment with Ryanair did not compromise
his independence of judgement and character
.
Additionally, as it is more than 5 years since he
served as a Company Manager
, Michael Cawley is
considered to be independent under the 2018 Code.
Basis upon which the Board has
determined independence
The Board considered Mike O’Brien
s outside
business interests, as well as the gap (25 years)




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

and his election to the Board in 2016 and concluded
that his previous employment with Ryanair did not
compromise his independence of judgement and
character
.
The Board considered Howard Millar’
s outside
business interests and the (9 month) gap between



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



to the Board in 2015 and concluded that his previous
employment with Ryanair did not compromise
his independence of judgement and character
.
Additionally, as it is more than 5 years since he served
as a Company Manager
, Howard Millar is considered
to be independent under the 2018 Code.
Served as Deputy CEO of Ryanair
from 2003 to March 2014.
Circumstances of relevance under
the 2018 Code in determining
independence
Served as Chief Pilot and Flight
Ops Manager of Ryanair from
1987 to 1991.
Served as Deputy CEO of Ryanair
from 2003 to December 2014.
Independent
Status within the spirit
and meaning of the
2018 Code
Independent
Independent
L. Phelan*
Non-Exec.
Louise Phelan is independent in character and
judgement and the Board views her depth of experience
and service as enhancing her independence in
representing shareholder interest.
Tenure: served as Non-Executive
Di
re
ct
or
to the Ryanair Board
from December 2012.
Independent
*The Board asked both Ms. Phelan and Mr
. Milliken (who are just over the 9 years period which is considered as an indicator of independence
impairment by the 2018 Code) to remain on the Board to facilitate experienced management of the Gr
oup as it recovers from the Covid-19 crisis
(particularly as Julie O’Neill - another experienced non-executive director - is retiring in September 2022). This will in turn facilitate effective
succession planning and the development of a diverse Board. Mr
. Milliken (as Audit Committee Chair) will oversee the rotation of external auditors
from KPMG to PwC during fiscal year 2023. As noted above, the Board considers both Ms. Phelan and Mr
. Milliken to be independent.
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20
Meetings
The Board meets at least quarterly and in the year to March 31, 2022 the Board convened meetings on 8 occasions.
Individual attendance at these meetings is set out in the table on
page 26
. Detailed Board papers are circulated in
advance so that Board members have adequate time and information t
o be able to participate fully at the meeting.
The holding of detailed Board meetings and the fact that many matters require Board approval, demonstr
ates that

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

Executives being present. Led by the Senior Independent Director
, the Non-Executive Directors meet without the
Chairman present at least annually to appr
aise the Chairman
s per
formance and on such other occasions as are deemed
appropriate.
Remuneration
Details of remuneration paid t
o the Directors are set out in Note 19 on
pages 207 to 209
. Also, please see the Report of
the Remuneration Committee on Direct
ors’ Remuneration on
pages 39 to 46
.
Non-Executive Directors
Non-Executive Directors are remuner
ated primarily by way of modest Directors’ fees. F
ull details are disclosed in Note
19(b) and 19(d) on
pages 208 to 209
.
Executive Director Remuner
ation
The Group CEO is the only Executive Direct
or on the Board. In addition to his base salary he is eligible for a performance
bonus of up to 100% of base salary dependent upon the achievement of certain ambitious targets. It is considered


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



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


extension in 2019, acts to align his interests with those of shareholders and gives him a keen incentive t
o perform to the
highest levels. Full details of the Executive Direct
or’
s remuneration are set out in Note 19(a) on
page 207
.
Share Ownership and Dealing
Details of the Directors’ interests in Ryanair shares are set out in Note 19(d) on
page 209
.
The Board has adopted a code of dealing in securities of Ryanair Holdings plc, to ensure compliance with the Listing

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
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






instruments by persons discharging managerial responsibilities (“PDMRs”) (e.g. Directors), persons closely associated
with persons discharging managerial responsibilities (“PCAs”) and relevant Company employees (t
ogether
, “Covered
Persons”). The code of dealing also includes pr
ovisions which are intended to ensure compliance with U.S. securities
laws and regulations of the NASDAQ National market. Under the code, Covered Persons are required to notify the
Company and in the case of PDMRs and PCAs only, the Centr
al Bank, of any transaction conducted on their own
account
















clearance fr
om the Chairman or Group CEO (or other person designated for such purpose) before undertaking such
transactions, whilst Co
vered Persons who are not Directors must obtain clear
ance from designated senior management.
























Regulation (596/2014)).
Board Succession and Structure
The Board plans for its own succession with guidance from Nomco. Nomco regularly re
views the structure, size and
composition (including the skills, knowledge and experience) required of the Board compared to its current position
with regard to the str
ategic needs of Ryanair and recommends changes to the Board.
There is a formal, thorough and





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
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




on merit against objective criteria, to ensure that the Board has the skills, knowledge and expertise required. Nomco
has access to external advisors/recruiters as required and, during the past year
, engaged PwC to assist with Board
  
   
  
   
  
Mr
. Doher
ty was appointed t
o the Audit Committee to assist with succession planning for the Committee Chair
.
22
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Following the retirement of Julie O’Neill fr
om the Board in September 2022, Róisín Brennan will take over as Chair of
Remco.
In light of Ms. O’Neill’
s decision to retire from the Board, the Chairman asked both Louise Phelan and Dick Milliken to
remain on the Board (despite having appro
ximately 9 years term) to facilitate orderly, and planned, succession over
the next 2 years. Mr
. Milliken (Audit Committee Chair) will oversee the rotation of external audit
ors from KPMG to PwC









CEO
. The current Group CEO’
s contract expires in July 2024. Succession planning (for both Board refreshment and
Senior Management) is typically an agenda item at each Nomco meeting and most Board meetings.
The Board currently comprises 11 Directors.
The Group CEO is the only Executive Director
. The 10 Non-Executive
Directors include Chairman Stan McCarthy and Senior Independent Director Louise Phelan. Biographies of all current
Directors are set out on
pages 119 to 120
. Ryanair considers that the Board has the correct balance and depth of skills,
knowledge, expertise and experience to optimally lead the Company and that all Directors give adequate time to the
performance of their duties and responsibilities.
Ryanair considers that all Directors discharge their directorial duties with the objectivity and impartiality they have
demonstrated since commencing their respective r
oles and has determined that each of the Non-Executive Directors is
independent. In reaching that conclusion, Ryanair considered the character
, judgement, objectivity and integrity of each
Director and had due regard for the 2018 Code. Ryanair continually endea
vors to maintain the quality and independence
of its Board.
Diversity
The Board is supportive of the target that women should represent 33% of boards (as set out in the Irish Governments
“Balance for Better Business” initiative). At the date of this report, approximately 36% of the Company’
s Directors are
female. Diversity is a key criterion for the Board as part of its renewal and succession plans, and the Board appoints
members based on merit without discriminating on age, gender
, race, colour
, religious or social beliefs, sexual orientation,
disability or any other factors.
For further details, please refer to the Inclusion, Diversity & Equality section within the Sustainability Report - Aviation
with Purpose (page 28
https:/
/corporate.ryanair
.com/sustainability/
) and our Non-Discrimination Policy (
https:/
/
investor
.ryanair
.com/wp-content/uploads/2021/12/Ryanair_Non-Discrimination-Policy.pdf
).
Workfor
ce Engagement
Róisín Brennan is Ryanair’
s Non-Executive Director with oversight of workforce engagement.
Board Committees
The Board of Directors has established a number of committees, including the following:
1. AUDIT
COMMIT
TEE
The Board of Directors established the Audit Committee in September 1996.

The Audit Committee currently comprises 4 Non-Executive Directors who are independent
for the purposes of the listing
rules of the NASDAQ and the U.S. federal
securities laws: Dick Milliken (Chair), Róisín Brennan, Emer Daly and Geoff


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





can be seen from the Directors’ biogr
aphies appearing on
pages 119 to 120
, that the members of the Committee bring
to it a wide r
ange of experience and expertise, much of which is par
ticularly appropriate for membership of the Audit
Committee.
22
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ANAIR GROUP ANNUAL REPOR
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2
Number of Audit Committee meetings:
The Committee met 9 times during the year ended March 31, 2022. Individual attendance at these meetings is set out in
the table on
page 26
. The Gr
oup CFO
, the Head of Internal Audit and other senior Finance and IT managers (as required)
normally attend meetings of the Committee. The external audit
ors attend as required and have direct access t
o the
Committee Chair at all times. The Committee also meets separ
ately at least once a year with the external auditors and
with the Head of Internal Audit without Executive management being present.
The Head of Internal Audit has direct
access to the Audit Committee Chair at all times.
Summary of the role of the Audit Committee:
The role and responsibilities of the Committee are set out in its written terms of reference, which are available on the
Company’
s website at
https:/
/investor
.ryanair
.com
, and include:





















therein;



by the auditors;

















Board including advising the Board whether
, taken as a whole, the content of the Annual Repor
t and F
orm 20-F is fair
,
balanced and understandable and provides the information necessary for
shareholders to assess the Company’
s
performance, business model and strategy;


Monitoring and reviewing the effectiveness of the Gr
oup’
s Internal Audit function;
Considering and making recommendations to the Board in relation t
o the appointment, reappointment and removal
of the external auditors and appro
ving their terms of engagement;
Reviewing with the external auditors the plans for and scope of each annual audit, the audit pr
ocedures to be
utilized and the results of the audit;
Approving the remuner
ation of the external auditors, in particular ensuring that the pre-approval of non-audit
services per
tains only to those services deemed permissible under Statutory Instrument No. 3
12 of 2016 and U.S.
SEC rules;
Assessing annually the independence and objectivity of the external auditors and the effectiveness of the audit
process, taking into consider
ation relevant professional and regulatory requirements and the relationship with the
external auditors as a whole, including the pro
vision of any non-audit services;















investigation of such matters and appropriate follow up action; and
Reviewing the terms of reference of the Committee annually.
These responsibilities of the Committee are discharged in the following ways:
The Committee reviews the interim and Annual Reports as well as any formal announcements relating to the
 
   
 

  

 

changes in accounting policy and practices, major judgmental areas and
compliance with stock exchange, legal
and regulatory requirements.
The Committee receives reports from the external auditors identifying any accounting
or judgmental issues requiring its attention;
The Committee also meets with management and the external auditors t
o review the Annual Report and Form 20-F
,

 



 



 




Commission respectively;
The Committee regularly reviews risk management reports completed by management;
The Committee conducts an annual assessment of the operation of the Gr
oup’
s system of internal control based
on a detailed review carried out by the internal audit function.
The results of this assessment are reviewed by the
Committee and are reported to the Board;
24
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
23
The Committee makes recommendations to the Board in relation to the appointment of the external audit
or;
Each year
, the Committee meets with the external auditor and reviews their
procedures and the safeguards which
have been put in place to ensure their objectivity and independence
in accordance with regulatory and professional


























statements;
The Committee receives reports from the Head of Internal Audit detailing the reviews performed during the year
and a risk assessment (including a semi-annual Enterprise Risk Management Register) of the Company;
The Committee has a process in place to ensure the
independence of the external auditor is not compromised, which
includes monitoring the nature and extent of services provided by the external
auditor through its annual review
of fees paid to the external audit
or for audit and non-audit services. Pre-approval fr
om the Committee is required
for all non-audit services to be provided by
the external auditor
.
The Committee
s review process is fully compliant
with EU Audit Reform legislation. Only those services deemed permissible under Statutory Instrument No. 312 of
2016 and U.S. SEC rules, may be provided by the external audit
or
. Accordingly, the external auditor is permitted t
o



















has the skill, experience, competency and integrity to perform the work, and is considered by the Committee to
be
the most appropriate party to provide such services in the best interests of the Company. Furthermore, permitted
non-audit services are capped at 70% of the average statut
ory audit fees over the preceding three years. Details
of the amounts paid to the external auditors during the
year for audit and other services are set out in Note 19 on
page 207
; and
The Committee receives presentations in areas such as treasury and taxation, technical accounting and controls,
ESG, information systems and security, including cyber security, in relation to the Group.
In addition, the Committee was requested by the Board to consider whether the Annual Report, taken as a whole, is
fair
, balanced and understandable, and provides the information necessary for shareholders t
o assess the Company’
s

































in the Annual Report.
In considering the fairness, balance and understandability of the Annual Report, the Committee had regard to the


























and the external auditor
.
The Committee reported to the Board its conclusion that the Annual Repor
t, taken as a whole is fair
, balanced and
understandable and provides the information necessary for shareholders t
o assess the Company’
s performance,
business model and strategy.

















addressed, having regard to matters communicated t
o it by the auditors:
On
page 163
, the critical accounting policy for long lived assets is disclosed. There is a detailed description of the
matters of estimate and the judgmental issues arising from the application of the Company’
s policy for accounting
for such assets and how the Company dealt with these. The Audit Committee had detailed discussions with
management around its conclusions in relation to the expected useful lives of the assets (including the new Boeing



















the estimated cost of major airframe and engine overhaul, and whether there
are impairment indicators in respect
of the assets. In particular
, the Audit Committee considered manufacturers’ recommendations, exper
t valuation
analysis and other available marketplace information in respect of the expected useful and residual lives of the







agreed with management’
s approach and conclusions in relation to the accounting for long lived assets;
24
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ANAIR GROUP ANNUAL REPOR
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2
Also on
page 164




















the Company’
s jet fuel and aircraft pur
chase hedge arrangements.
The Audit Committee had detailed discussions with management concerning the judgements involved in:
i.


ii.

















2023, which has an impact on the effectiveness of the Company’
s jet-fuel hedges; and
iii.
the timing of future payments for aircr
aft purchases that are dependent on the aircr
aft manufacturer
s ability to
meet forecast aircr
aft delivery schedules, which can impact on the effectiveness of the Company’
s hedges of
future aircr
aft purchases.
In considering management’
s assessment of the Group’
s ability to continue as a going concern, the Committee





secured debt structures, gross cash of appro
ximately €3.63bn at March 31, 2022 and the sensitivity to changes in
these items. The Committee considered the Gr
oup’
s cash generation projections thr
ough to the end of the current
aircr
aft purchase progr
am (over the next four years). On the basis of the review performed, and the discussions













continue to be prepared on a going concern basis, and that there were no material uncertainties that may cast





















Report. Please also refer to the Company’
s Viability Statement on
page 32
.
The Committee considered the requirements under section 225 of the Irish Companies Act 2014 in relation to the
Directors’ Compliance Statement which applied to
the Company for the year ended March 31, 2022 and has ensured
that the Directors are aware of their responsibilities and fully comply with this pro
vision.
In addition, the Committee updated the prior year evaluation of the external audit
process. The
Committee considered
a range of fact
ors including the quality of service provided, the specialist expertise of the external auditor
, the level of
audit fees and independence. The Committee ha
ve evaluated the work completed by the external audit
or in the year to



















their independence.
The Committee typically meets the external auditors 4 times per year
. At these meetings:
The external audit plan is considered and approved;
The quarterly, interim and annual results are considered and are recommended to the Board for approval, following
















Audit Committee by the external auditors;




















and Euronext Dublin is considered and recommended t
o the Board for approval;
The procedures and safeguards which the external auditors ha
ve put in place to ensure their objectivity and
independence in accordance with regulatory and professional requirements are re
viewed;
The letters of engagement and representation are reviewed; and
The fees paid to the external audit
or for audit and non-audit work are reviewed, to ensure that the fee le
vels are
appropriate, and that audit independence is not compromised thr
ough the level of non-audit fees and the nature
of non-audit work carried out by the external auditor
. The Committee
s policy is to expressly pre-appro
ve every
engagement of Ryanair’
s independent auditor for all audit and non-audit services provided to the
Company. Only
those services deemed permissible under Statutory Instrument No. 312 of 2016 and U.S. SEC rules may be provided
by the external auditor
.
26
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25



































was not invited to tender
.





































year 2023. The Board accepted the recommendation
and the appointment will be put to shareholders for their appro
val
at the AGM on September 15, 2022.

















under Section 381(1)(b) of the Companies Act 2014, a resolution authorising the Directors t
o determine the remuneration
of the new auditor (PwC) will be pr
oposed at the 2022 AGM.
2. EXECUTIVE COMMITTEE
The Executive Committee can exercise the powers exercisable by the full Board of Direct
ors in circumstances in which
action by the Board of Directors is required but it is impr
acticable to convene a meeting of the full Board of Directors.
Louise Phelan (Chair), Michael Cawley, Stan McCarthy, Howard Millar and Michael O’Leary are the members of the
Executive Committee.
3. NOMINA
TION COMMITTEE (“Nomco
”)
Stan McCarthy (Chair), Howard Millar and Louise Phelan are the members of Nomco. Nomco assists the Board in
ensuring that the composition of the Board and its Committees is appropriate to the needs of the Company by:
Assessing the skills, knowledge, experience and diversity required on the Board and the extent to which each are
represented;

Overseeing succession planning for the Board and senior management.
The role and responsibilities of the Nomco are set out in its written terms of reference, which are available on the
Company’
s website,
https:/
/investor
.ryanair
.com
. Nomco uses its members’ extensive business and professional

















to identify suitable candidates.
The Terms of Reference of Nomco are re
viewed annually. The focus of Nomco is t
o
maintain a Board which comprises the necessary expertise, quality and experience required by Ryanair to advance the

4. REMUNERA
TION COMMITTEE (“Remco
”)
Remco has authority to determine the remuner
ation to Senior Management (including the Executive Director) of the
Company and to administer the Company’
s share based remuner
ation plans as described on
page 44
. The members of
Remco are Julie O’Neill (Chair), Róisín Brennan and Michael Cawley.
The role and responsibilities of the Remco are set out in its written terms of reference, which are available on the
Company’
s website,
https:/
/investor
.ryanair
.com
. Further information is set out in the Repor
t of the Remuneration
Committee on Directors Remuner
ation on
pages 39 to 46
.
5. SAFETY & SECURITY COMMIT
TEE
The Ryanair Group Safety and Security Committee reviews and discusses air safety and security performance.
The
Committee reports to the Board of Directors each quar
ter
. Members include; Mike O’Brien and Ryanair
s Chief Risk





















Airlines. Various other Nominated Persons and managers are invited t
o attend.
26
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Code of Business Conduct and Ethics
Ryanair’
s standards of integrity and ethical values have
been established and are documented in Ryanair’
s Code of
Business Conduct and Ethics and the Group’
s Anti-Bribery &
Corruption (“
ABAC”) policy.
This code is applicable to all of the Ryanair Gr
oup team. There are established channels for reporting code violations










Mr
. S. McCar
thy (Chair)
Ms. R. Brennan
Mr
. M. Cawley
Ms. E. Daly
Mr
. G. Doher
ty (i)
Mr
. H. Millar
Mr
. D. Milliken
Mr
. M. O’Brien
Mr
. M. O’Leary
Ms. J. O’Neill
Ms. L. Phelan (SID)
Name
Board
Audit
8/8
8/8
8/8
8/8
5/5
7/8
8/8
8/8
8/8
8/8
8/8
-
9/9
-
9/9
4/4
-
9/9
-
-
-
-
-
-
-
-
-
-
-
4/4
-
-
-
-
8/8
8/8
-
-
-
-
-
-
8/8
-
6/6
-
6/6
-
-
6/6
-
-
6/6
-
6/6
4/4
-
-
-
-
3/4
-
-
-
-
4/4
Nomco
ExecCo
Remco
Safety &
Security
(i) Geoff Doherty was appointed to the Board in October 2021.
Attendance at Board and Committee Meetings - Year Ended March 31, 2022
Performance Evaluation
The Board has established a formal process to
annually evaluate the performance of the Board, that of its principal
Committees (the Audit, Nomination and Remuneration Committees) and that of the Gr
oup CEO
, the Chairman and
individual Non-Executive Directors.
Based on the evaluation pr
ocess completed, the Board considers that the principal Committees have performed
effectively throughout the year
. As par
t of the Board evaluation of its own performance, questionnaires are
circulated to all Direct
ors. The questionnaire is designed t
o obtain Directors’ comments regarding the performance
of the Board, the effectiveness of Board communications, the ability of Directors to contribute t
o the development
of strategy and the effectiveness with which the Board monit
ors risk and oversees Ryanair’
s progress. Directors
are also invited to make recommendations for impr
ovement. The Board
of Directors considered that the self-
assessment process followed by Ryanair pro
vides sufficient insights into the effectiveness of the Board, creates a
roadmap of areas for impro
vement, and enhances the performance and effectiveness of the Board.
The Chairman, on behalf of the Board, reviews the evaluations of performance of the Non-Executive Directors on
an annual basis. The Non-Executive Direct
ors, led by the Senior Independent Director
, meet annually without the
Chairman present to evaluate
his performance, having taken into account the views of the Executive Director
.
The Non-Executive Directors also ev
aluate the performance of the Executive Director
. These
evaluations are
designed to determine whether each Director continues t
o contribute effectively and to demonstr
ate commitment
to the role.
The Code of Business Conduct and Ethics is
available on the Company’
s website,
https://investor
.ryanair
.com.
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27
The Board considers the results of the evaluation process and any issues identified.
The above evaluations were
conducted in May 2021 and were presented to the Board at the September 2021 Board meeting in respect of the
year under review
. The May 2022 evaluations will be presented t
o the Board at the September 2022 Board meeting.
The Board intends to undertake an externally facilitated performance evaluation in the coming 12 to 18 months.
Stakeholder’
s
engagement
The Board recognises its responsibilities in respect of Provision 5
of the 2018 Code in relation to stakeholder
engagement. Key stakeholders include our Workforce, Cust
omers and Shareholders.
Shareholders
Ryanair recognizes the importance of communications with shareholders. Ryanair communicates with its
shareholders following the release of quarterly and annual results directly via roadshows, recorded results
presentations made available on the invest
or relations section of our website (
investor
.ryanair
.com
), investor days,
conferences, corporate go
vernance & ESG forums and/or by analyst calls.
The Group CEO
, Group CFO
, Director of
Sustainability, Head of Investor Relations, and other senior managers participate in these events.
During the year ended March 31, 2022 the Company held discussions with a substantial number of institutional
investors, analysts,
The Investor Forum, ESG advisors (incl. ISS-Go
vernance, MSCI and Sustainalytics) and proxy
advisor firms (incl. Glass Lewis, ISS and PIRC). Additionally, Non-Executive Directors including the Chairman, Senior
Independent Director
, Committee Chairs and Workforce Engagement Director (as appr
opriate) meet shareholders
at the Company’
s semi-annual Shareholder Corporate Governance & ESG forums.
The Board is kept informed of the views of shareholders through the Executive Director and Senior Management
(including the Group CFO
, Head of Investor Relations and Direct
or of Sustainability). Furthermore, feedback from
roadshow meetings and investor relations analyst reports are provided to the entire Board on a regular basis. In
addition, the Board determines, on a case by case basis, specific issues where it would be appropriate for the
Chairman, Senior Independent Director
, Workforce Engagement Director and/or Chairs of Board Committees t
o
communicate directly with shareholders or to indicate that they are av
ailable to communicate if shareholders so
wish. If any of the Non-Executive Directors wishes to attend meetings with major shareholders, arr
angements are
made accordingly.
The B737
“Gamechanger”.
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Workforce
As noted above, Róisín Brennan is Ryanair’
s Non-Executive Director with oversight of workfor
ce engagement. The
role of the W
orkforce Engagement Non-Executive Director is t
o engage with employees and bring feedback to the
Board so together
, the Board can understand and consider these views in its decision making. The Board includes
Workforce Engagement
as an agenda item at least quarterly. During the past year
, Róisín Brennan, as Workforce
Engagement Non-Executive Director
, built upon previous panel engagements and hosted several panel discussions
with our engineers, Labs team, cabin crew
, pilots, and office support staff. The mix of those in attendance at each
of the panel discussions provided v
aluable insights into the working life of our people. Suggestions made at some
of the panel discussions have subsequently been incorpor
ated into our oper
ations.
Customers
Every customer who flies with Ryanair is invited t
o rate their trip based on a number of criteria.
This rating forms
the basis of the Customer satisfaction (CSA
T) sur
vey. A Customer Experience F
orum, meets monthly to review
feedback from the CSA
T survey and identify meaningful actions to improve cust
omer’
s experience. In fiscal year
2022, Customer panel events were held t
o obtain direct feedback on the impro
vements customers wanted.
This
feedback helps form the basis of our fiscal year 2023 Customer Progr
amme.
In fiscal year 2022, Ryanair established a Customer Panel which
meets periodically to provide v
aluable feedback
and insights to enable Ryanair to impr
ove it’
s customer offerings. For further details, refer to “Customer” page 36
in the Environmental and Social Report.
In fiscal year 2022, a materiality assessment was conducted, whereby, key stakeholders were surveyed to
understand the ESG topics that are of importance to them. The Gr
oup has used the feedback of this assessment to
form the basis of the key topics the Gr
oup will repor
t and monit
or
. Further detail on the materiality assessment is
outlined in our 2022 Sustainability Report (“
A
viation with Purpose”) -
https:/
/corporate.ryanair
.com/sustainability/
.
General Meetings
All shareholders are given adequate notice of the Annual
General Meeting (“
AGM”).
Ryanair will continue to propose a separ
ate resolution at the AGM on
each substantially separate issue, including a separ
ate resolution relating to the Directors’ Report and financial
statements. The Board Chair and the Chair of
the Audit Committee and Remco are available t
o answer questions
from all shareholders.
The Group CEO makes a presentation at the AGM on the Gr
oup’
s business and its performance during the prior
year and answers questions from shareholders.
The AGM affords shareholders the opportunity to question the
Chairman and the Board.
All holders of Ordinary Shares are entitled to attend, speak and vote at gener
al meetings of the Company, subject to
limitations described under note “Limitations on Share Ownership by Non-EU Nationals” on
page 136
. In accordance
with Irish company law
, the Company specifies record dates for general meetings, by which date shareholders
must be registered in the Register of Members of the Company to be entitled t
o attend. Record dates are specified
in the notes to the Notice convening the meeting.
Shareholders may exercise their right to v
ote by appointing a proxy or pro
xies, by electronic means or in writing, to
vote some or all of their shares.
The requirements for the receipt of valid pro
xy forms are set out in the notes to
the Notice convening the Meeting.
Financial, operational and other information on
the Company is provided on the Company website,
https://investor
.ryanair
.com.
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A shareholder or group of shareholders, holding at least 5% of the issued share capital, has the right t
o requisition
an extraordinary gener
al meeting. A shareholder
, or a group of shareholders, holding at least 3% of the issued share
capital of the Company, has the right to put an item on the agenda of an AGM or to table a dr
aft resolution for an
item on the agenda of any general meeting (whether an AGM or an EGM) pr
ovided that such item is accompanied
by reasons justifying its inclusion or the full text of any dr
aft resolution proposed to be adopted at the gener
al
meeting.
A request by a member to put an item on the agenda or to table a dr
aft resolution shall be received by the Company
in hardcopy form or in electronic form at least 42 days before the meeting to which it relates.
Notice of the AGM and the Form of Pro
xy are sent to shareholders at least 21 days before the meeting.
The
Company’
s Annual Repor
t is available on the Company’
s website,
https:/
/investor
.ryanair
.com
. The AGM will be
held at 9:00 a.m. on September 15, 2022 in the Ryanair Engineering Centre, 230/240 Lakeshore Drive, Airside
Business Park, Swords, K67 XF79, Co. Dublin, Ireland.
All general meetings other than the AGM are called Extr
aordinary General Meetings (“EGM”). An EGM must be called
by giving at least 21 clear days’ notice. Except in relation t
o an adjourned meeting, 3 members, present in person
or by proxy, entitled t
o vote upon the business to
be transacted, shall be a quorum.
The passing of resolutions at
a general meeting, other than a special resolution, requires a simple majority.
T
o be passed, a special resolution
requires a majority of at least 75% of the votes cast. V
otes may be given in person by a show of hands, or by proxy.
At the Meeting, after each resolution has been dealt with, details are given of the le
vel of proxy v
otes cast on each
resolution and the numbers for
, against and withheld. This information is made a
vailable on the Company’
s website
following the meeting. At the 2021 AGM, as was highlighted by the Meetings Chair during the AGM and reported
immediately following the AGM, no discretionary proxies were v
oted by the meeting’
s Chairman. The Company
will continue to report such discretionary proxy voting in future Annual Reports and with the results of AGM voting
(issued immediately following each AGM).
At the 2021 AGM, all resolutions were passed with more than 80% of votes in fa
vor of each resolution.
Risk Management
& Internal
Control
The Directors have over
all responsibility for the Company’
s system of risk management and internal control and for
reviewing its effectiveness.
The Directors acknowledge their responsibility for the system of risk management and
internal control which is designed to
manage rather than eliminate the risk of failure t
o achieve business objectives
and can provide only reasonable and not absolute assur
ance against material misstatement or loss.
In accordance with the Financial Reporting Council’
s “Guidance on Risk Management, Internal Control and Related
Financial and Business Reporting”, most recently revised in September 2014, the Board confirms that there is an
ongoing process for identifying, evaluating and managing any significant risks faced by the Gr
oup, that it has been
in place for the year under review and up to the date of appr
oval of the financial statements and that this process
is regularly reviewed by the Board.
In accordance with the provisions of the 2018 Code, the Direct
ors review the effectiveness of the Company’
s
system of internal control including:
Financial
Operational
Compliance
Risk Management
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The Board is ultimately responsible for the Company’
s system of risk management and internal controls and for
monitoring its effectiveness.
The key procedures that have been established t
o provide effective risk management
and internal control include:
A strong and independent Board which meets at least four times per year and has separ
ate Group CEO and
Chairman roles;
A clearly defined organizational structure along functional lines and a clear division of responsibility and
authority in the Company, including the appointment of a Chief Risk Officer;
The hiring of suitably qualified persons;
A comprehensive system of internal financial reporting which includes preparation of detailed monthly
management accounts, providing key performance indicators and financial results for each major function
within the Company;
Preparation and issue of financial reports to shareholders and the markets, including the Annual Report and
consolidated and Company financial statements, is overseen by the Audit Committee.
The Company’
s financial
reporting process is controlled using documented accounting policies and repor
ting formats, supplemented by
detailed instructions and guidance on reporting requirements. The Company’
s processes support the integrity
and quality of data, including appropriate segregation of duties.
The financial information of the parent entity
and all subsidiary entities, which form the basis for the preparation of the consolidated financial statements
are subject to scrutiny by Group le
vel senior management. The Company’
s financial repor
ts, financial guidance,
and Annual Report and consolidated financial statements are also reviewed by the Audit Committee of the
Board in advance of being presented to the full Board for their re
view and approval;
Quarterly repor
ting of the financial performance with a management discussion and analysis of results;
Weekly Management Committee meetings including senior Group and airline management, to re
view the
performance and activities of the Group;
Detailed budgetary process which includes identifying risks and opportunities and which is ultimately approved
at Board level;
Board approved capital expenditure and Audit Committee appr
oved treasury policies & procedures which
clearly define authorization limits and procedures;
An internal audit function which reviews key financial, IT
and business processes and contr
ols, and which has
full and unrestricted access to the Audit Committee;
An Audit Committee which approves
audit plans, considers significant control matters r
aised by management
and the internal and external auditors and which is actively monit
oring the Company’
s compliance with section
404 of the Sarbanes Oxley Act of 2002;
Established systems and procedures to identify, contr
ol and report on key risks. Exposure to these risks is
monitored by the Audit Committee and the Management Committee; and
A risk management progr
am is in place throughout the Company whereby Executive management review and
monitor the controls in place, both financial and non-financial, t
o manage the risks facing the business.
The Board has satisfied itself on the effectiveness of the internal control systems in oper
ation and it has reviewed
and approved the reporting lines to ensure the ongoing effectiveness of the internal controls and reporting
structures.
On behalf of the Board, the Audit Committee has reviewed the effectiveness of the Company’
s system of risk
management and internal control for the year ended Mar
ch 31, 2022 and has reported thereon to the Board.
The Audit Committee monitors management’
s response to significant control failure or weakness in the risk
management process, receives regular progress updates, and ensures issues are sufficiently remediated.
The Board has delegated to Executive management the planning and implementation of the systems of internal
control within an established fr
amework which applies throughout the Company.
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Second Shareholders’ Rights Directive
While not necessarily required, under section 1110M of the Companies Act 2014, the Company will seek (in the
interest of good corporate go
vernance) shareholder approval for its Direct
ors’ Remuneration P
olicy at its Annual
General Meeting in 2022.
The Company’
s Remuneration Policy, which was approved at the 2021
AGM, was updated
following a review of the Executive Director
, and Senior Management, remuneration arrangements during fiscal
year 2022 to reflect changes in annual bonus targets, including the incorpor
ation of ESG and Customer Satisfaction
targets at Remco
s discretion. The
current policy allows the Remuneration Committee t
o exercise the full discretion
conferred by Articles 78, 79, 81, 94, 96, 97 and 98 of the Company’
s Ar
ticles of Association subject to the following
restrictions:
1.
Article 77 of the Company’
s Articles of Association, which provides that the ordinary remuneration of the
Directors shall be determined from time t
o time by an ordinary resolution of the Company;
2.
Section 238 of the Companies Act 2014, which requires certain substantial non-cash transactions involving
Directors to be appr
oved by shareholders;
3.
Irish Listing Rule 6.1.32 and 6.1.35, which require certain incentive schemes and discounted option
arrangements t
o be approved by shareholders;
4.
Irish Listing Rule 11 and section 1110 of the Companies Act 2014, which require certain transactions with
related parties to be approved by shareholders; and
5.
The rules of the Option Plan 2013 and the L
TIP 2019.
T
akeover Bids
Directive
Information regarding rights and obligations attached to shares are set forth in Note 15 on
pages 201 to 203
.
Shares in the Ryanair employee share schemes carry no control rights and shares are only issued (and gain v
oting
rights), if/when options are exercised by employees and/or share gr
ants vest.
Ryanair’
s Ar
ticles of Association do not contain any restrictions on voting rights. Howe
ver
, there are provisions in
the Articles which allow the Directors to (amongst other things) restrict the voting rights of shares held by non-EU
nationals if the Board believes the number of non-EU nationals holding shares in Ryanair would put it in breach of
the regulations, licenses and permits which allow it to oper
ate.
Ryanair has not received any notifications from shareholders (as shareholders are obliged t
o do) regarding any
agreements between shareholders which might result in restrictions on the transfer of shares.
Details of the rules concerning the removal and appointment of the Direct
ors are set out above as part of the
Directors’ Report. There are no specific rules regarding the amendment of the Company’
s Ar
ticles of Association.
Details of the Company’
s share buyback progr
am are set for
th on
page 130
. The shareholders appr
oved the power
of the Company to buyback shares at the 2006 AGM and at subsequent gener
al meetings.
None of the significant agreements to which the Company is party contain change of control provisions. As referred
to above in the Direct
ors’ Repor
t, the Group CEO’
s employment agreement does not contain provisions providing
for compensation on his termination.
Going Concern
In adopting the going concern basis in preparing the financial statements, the Directors have considered Ryanair’
s
available sources
of finance including access to the capital markets, sale and leaseback tr
ansactions, secured
debt structures, the Group’
s cash-on-hand of €3.63bn at March, 31 2022, and cash gener
ation projections, together
with factors likely to affect its future performance, as well as the Gr
oup’
s principal risks and uncer
tainties.
The Board are satisfied that it remains appropriate t
o adopt the going concern concept. In arriving at this decision,
the Board considered, among other things:
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1.
The Ryanair Group’
s liquidity with over €4.64bn cash at June 30, 2022,
a €1.05bn reduction in net debt when
compared to March 31, 2022 (despite
€416m capital expenditure), and the Group’
s continued focus on cash
management;
2.
The Group’
s solid BBB credit ratings
combined with a stable outlook (from both S&P and Fitch Ratings);
3.
The Group’
s strong balance sheet with over 90% of its B737
fleet unencumbered;
4.
The Group’
s access to the debt capital markets. In May 2021,
the Group r
aised a €1.2bn, 5-year unsecured,
Eurobond at a low coupon of 0.875%;
5.
Ongoing cost reductions across the Group; coupled with the Gr
oup’
s ability (as evidenced throughout the
Covid-19 crisis) to preserve cash and reduce oper
ational and capital expenditure in a downturn;
6.
The widespread rollout of Covid-19 vaccines
and a booster program
in Europe;
7.
Increased bookings and passenger traffic; and
8.
The Group’
s flexibility to react quickly t
o improved customer demand following
vaccine rollouts and the launch
of EU Digital Covid Certificates in 2021.
Based on the assessment of the adequacy of the financial forecasts, testing various scenarios and considering the
uncertainties described above, and current funding facilities outlined the Directors have formed a judgement, at the
time of approving the financial statements, that there is a reasonable expectation that the Company
and the Group
as a whole have adequate resources t
o continue in operational existence for a period of at least twelve months
from the date of appro
val of the financial statements and that there were no material uncertainties that may cast
significant doubt on the Group’
s ability to continue as a going concern.
For this reason, the Group continues t
o adopt the going concern basis in preparing the financial statements.
The Directors’ responsibility for preparing the financial statements is explained on
page 47
and the reporting
responsibilities of the auditor are set out in their report on
page 56
.
Viability Statement
The Group’
s internal str
ategic planning processes currently extend to fiscal year 2026
(inclusive) which covers the
expected delivery timeframe for the Gr
oup’
s existing aircr
aft orders and its long-term passenger growth target to
approximately 225m cust
omers p.a. Future assessments of the Gr
oup’
s prospects are subject to uncertainty that
increases with time and cannot be guaranteed or predicted with certainty.
The Directors have taken account of the Gr
oup’
s strong financial and operating condition, its BBB (stable) credit
rating (with both S&P and Fitch Ratings), the a
vailable sources of finance including access t
o the capital markets,
sale & leaseback transactions, secured debt structures, cash on
hand of approximately €3.63bn at Mar
ch 31, 2022
and approximately €4.64bn at
June 30, 2022 and the sensitivity to changes in these items.
The Directors considered
the Group’
s cash generation pr
ojections through to
the end of the current aircr
aft purchase progr
am together with
the principal risks and uncertainties facing the Group, as outlined in the Principal Risks and Uncer
tainties section
starting on
page 66
, and the Group’
s ability to mitigate and manage those risks. Appropriate stress-testing of the
Group’
s internal budgets, liquidity and cashflows are undertaken by management on an ongoing basis to consider
the potential impact of severe but plausible scenarios in which combinations of principal risks materialize t
ogether
.
Based on this assessment, the Directors have a reasonable expectation that
the Group will be able to continue in
operation and meet its liabilities as they fall due o
ver the course of the existing Boeing aircr
aft order
.
Compliance Statement
Ryanair has complied, throughout the year ended March 31,
2022, with the provisions set out in the U.K. Corpor
ate
Governance Code and the requirements set out in the Irish Corpor
ate Governance Annex, except as outlined
below
. The Gr
oup has not complied with the following provisions of the 2018 Code,
but continues to review these
situations on an ongoing basis:
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33
Non-Executive Directors historically participated in the Company’
s share option plans. The 2018 Code requires
that, if exceptionally, share options are gr
anted to Non-Executive Direct
ors that shareholder approval should
be sought in advance and any shares acquired by exercise of the options should
be held until at least one year
after the Non-Executive Director leaves the Board. In accordance with the
2018 Code, the Company sought
and received shareholder approv
al to make certain stock option grants to
its Non- Executive Directors and
as described above, the Board believes the quantum of hist
oric, unvested options granted t
o Non- Executive
Directors is not so significant as t
o impair their independence. At the 2019 AGM, shareholders appro
ved a
new Long-Term Incentive Plan (“L
TIP 2019”). Under L
TIP 2019, Non-Executive Directors cannot receive share
options but will be eligible to receive non-conditional ordinary shares from time t
o time. No grants ha
ve been
issued to Non-Executive Directors under L
TIP 2019 to date.
On behalf of the Board
Stan
McCarthy
Michael
O’Leary
Chairman
Group
CEO
July 21, 2022
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“We will continue to lead
sustainable aviation,
focusing on the areas that
matter most to our business
and the regions we serve.
ENVIRONMENT
AL
& SOCIAL REPORT




Aviation
With Purpose
” Sustainability Report. We are pleased to
launch the updated, 2022 edition of our Sustainability
Report (
https:/
/investor
.ryanair
.com
) with the
publication of this Annual Report (both documetns
should be read together). It contains information on
our Pathway to Net Zer
o, our environmental targets, our
Safety Strategy and our cust
omer initiatives, among
other important topics.
T
o ensure that Ryanair is prepared for the Corporate
Sustainability Reporting Directive (CSRD), we
conducted a materiality assessment and scenario
analysis to identify our key disclosures.









rating t
o B (from B-) and Sustainalytics r
anked Ryanair
the No.1 European airline and No.2 Global airline, for
ESG.
Below is a brief overview on some of our key
sustainability initiatives. For more detailed information
(as noted above), please see our 2022 Sustainability
Report (
https:/
/investor
.ryanair
.com
).
Environment
In FY22 we demonstrated our commitment t
o the
Paris Agreement by developing a Pathway t
o Net
Zero emissions by 2050 underpinned by four str
ategic
pillars:
decarbonisation through the increased use
of sustainable aviation fuels (SAF)
34%
decarbonisation through the introduction
of better Air T
rac Management
10%
decarbonisation through osetting &
other economic measures
24
%
32%
decarbonisation through technological &
operational improv
ements
We took delivery of 73 new Boeing 737
“Gamechangers”
ahead of peak Summer 2022.
These aircraft carry
4%
more passengers, but are 16% more fuel efficient
and generate 40% less noise emissions than
the
previous gener
ation. In April, we entered our first
SAF partnership with Neste to power flights from
Amsterdam (Schiphol Airport) using a 40% SAF blend.
These initiatives led to a 9% impro
vement in carbon
intensity to 76g CO
pax/km (FY21: 83g CO2 pax/km).
We remain committed to reducing emission intensity
by 10% from pre-Covid le
vels (66g CO
pax/km) to 60g
CO
pax/km by 2030.
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35
For further updates on our Pathway to Net Zero, please
see page 12 of our 2022 Sustainability Report.
In FY22, Ryanair obtained independent verification of
the Group’
s emissions across the entire value chain.
We worked with our partners to understand the full
impact that Ryanair and its supply chain has on the
environment.
The work was independently audited
and verified by Verifavia (See page 54 and 55 of our
2022 Sustainability Report).
The
Ryanair Sustainable
Aviation
Research
Centre,
at
T
rinity College Dublin
The Ryanair Sustainable Aviation Resear
ch Centre was
launched in April 2021.
The Centre now has a team of
11 engineers and scientists focused on researching
SAF
, zero carbon aircraft
propulsion systems and
noise mapping for low-noise aircr
aft fleets.

ENGINEERS/SCIENTISTS
LAUNCHED
APRIL 202
1
Work over the coming year will focus on:
The Life Cycle Assessment of the first types of
SAFs to be used by Ryanair;
Investigating the impact new aircr
aft technology
will have on Dublin airport and its surrounding
communities; and
Validating an air
craft design t
ool based on Ryanair
operational flight data.
RESEARCHING
SUST
AINABLE AVIA
TION
SAF
For further updates on the Ryanair Sustainable
Aviation Resear
ch Centre, please see page 18 of our
2022 Sustainability Report.
For updates on all our Environmental initiatives, see
pages 10 to 18 of 2022 our Sustainability Report.
Social
FY22 saw a return to air tr
avel and our people were
ready for it. From gr
ound to air
, our more than
19,000 aviation professionals were ready t
o continue
delivering exceptional service to our passengers.
Operational Safety &
Security
We are proud of our industry leading safety record.
The
safety and security of our customers and crew is the
No.1 priority of Ryanair
. Ryanair has not had a single
flight crew fatality in its 37-year operating hist
ory.
C
u
s
t
o
m
e
r
s
S
a
f
e
t
y
&
S
t
a
n
d
a
r
d
s
C
o
s
t
s
O
n
T
i
m
e
P
e
r
f
o
r
m
a
n
c
e
PEOPLE
‘ONE
SAFETY
This year we completed the standardisation of all our
safety procedures across Gr
oup airlines, ensuring the
sharing of knowledge and experience gathered over
37 years of safe flying.
We also carried out an extensive Safety Survey in
FY22. Hundreds of our people, across all Group
Airlines, provided feedback on our Safety Management
System including Safety Policy, Safety Reporting
and communications. The feedback fr
om the Safety
Survey was encouraging. It confirmed that our safety
and security policy, procedures and systems are well
understood and embr
aced by our people.
For further updates on our approach to occupational
and operational safety, please see page 22 and
23 of
our 2022 Sustainability Report.
T
raining & Development
T
raining is at the forefront of the employee experience
at Ryanair and our people have access to some of
the best training facilities in the industry. Our pilot
and cabin crew training facilities in Germany, Ireland,
Italy and the U.K. are strategically located acr
oss the
network and house state-of-the-art flight and cabin
simulators.
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We promoted almost 150 First Officers to
Captain in
FY22. On aver
age, it takes just over 5 years for a Co-
Pilot to become a Captain within the Ryanair Group.
of our pilots were promoted to mor
e
senior levels or into key tr
aining roles
5%
For further updates on our approach to tr
aining and
development, please see page 24 and 25 of our 2022
Sustainability Report.
For updates on all our social disclosures initiatives,
see pages 20 to 31 of our 2022 Sustainability Report.
Governance
Policies
During FY22, the Ryanair Board approved the updated
Code of Business Conduct and Ethics and the Group’
s
Anti-Bribery & Anti-Corruption (“
ABAC”) policy. These
updates ensure policies align to best international
practice and standards.
We also published a range of new policies including
a Freedom of Association Policy, Non-discrimination
Policy and Public Affairs Statement. Y
ou can see all
our policies on the
Group’
s website (
https:/
/corporate.
ryanair
.com
)
.
a
Ryanair’s Public Aairs Statement
PUBLIC AFFAIRS
STA
TEMENT
a
Ryanair’s Public Aairs Statement
NON-DISCRIMINATION
POLICY
a
Ryanair’s Public Aairs Statement
FREEDOM OF ASSOCIATION
POLICY
ESG T
argets
T
o demonstrate the importance that we attribute to
ESG, management’
s shor
t and long-term variable pay
is now linked to the Group’
s ESG (including customer
service) performance. The current KPIs include key
environmental targets (such as the achievement
of a CDP ‘
A
’ rating) and impro
vements in Customer
Satisfaction (CSA
T) scores, which underpins the
Group’
s ambitious sustainable traffic
growth to 225m
p.a. by FY26. For an update on all Ryanair’
s Corporate
Governance, please see
page 15
of this report and our
Investor Relations website (
https:/
/investor
.ryanair
.
com
)
.
EU T
axonomy
The main economic activities of the Ryanair Group is
the air transport of passengers. These activities are
not yet covered by the EU
T
axonomy Regulation in the
reporting year
. There were no other material activities
identified as taxonomy eligible.
Customer
Continuously improving our cust
omers experience
is important, as we grow to 225m guests p.a. by
FY26. This year
, thanks to direct feedback from our
Customer Panel and surveys, we
’re launching even
more new developments, all designed to make our
customer’
s experience even better
. Refer to pages
32 to 39 of our Sustainability Report - Aviation
with Purpose (
https:/
/corporate.ryanair
.com/
sustainability/
) for further details.
Accessible T
ranspor
t
This year we will support at least 3.5m passengers
who need special assistance with their tr
avel. T
o date,
we have received high CSA
T scores (+90%) for such
assistance.
We recently launched an Alexa voice recognition
overlay on our website. It is a resource for passengers
(especially those who are visually impaired) to access
our F
AQ’
s, check flight times and explore all of their
tra
vel options. Our Alexa Overlay has been accredited
by the National Council for the Blind of Ireland (NCBI).
In Ryanair we transport, on average, 0.5m passengers
per day and some of these have hidden disabilities.
We have rolled out “Hidden Disabilities” tr
aining to all
of our pilots, cabin crew and Ground support teams
teaching them to recognise the sunshine lanyard and
that the person wearing it might just need a little more
time or support with their travel journey.
For further updates on our approach to our guests,
please see pages 32 to 39 of our 2022 Sustainability
Report.
Thomas Fowler
Director of Sustainability
July 21, 2022
38
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CONSOLIDA
TED DISCL
OSURES PURSUANT
T
O ARTICLE 8 T
AXONOMY RE
GULA
TION
The EU T
axonomy is a classification system for environmentally sustainable economic activities.
The purpose of
which is to direct investments towards sustainable pr
ojects and activities and to pr
ovide companies, investors
and policymakers with appropriate definitions for which economic activities can be considered envir
onmentally
sustainable.
Article 8 of Regulation (EU) 2020/852 (the
“T
axonomy Regulat
ion
) establishes a framework t
o facilitate sustainable
investing. As part of the T
axonomy Regulation, Ryanair is required to disclose how and to what extent the Gr
oup’
s
activities are associated with economic activities that qualify as environmentally sustainable under Articles 3
and 9 of the T
axonomy Regulation and Ar
ticle 10 (2) of Commission Delegated Regulation (EU) 2021/2178 (the
“Delegated Disclosures Act”
).
First Time Application
Article 8 disclosure requirements are applicable for repor
ting periods from January 1, 2022. As such, fiscal year
2022 is the first period for reporting the share of taxonomy-eligible economic activities in terms of turnover
, capital
expenditures (Capex) and operating expenditures (Opex). Only tax
onomy-eligible economic activities related to
the first two environmental objectives (climate change mitigation and climate change adaptation) in accordance
with Article 9 of the T
axonomy Regulation and Article 10 (2) of the Delegated Disclosures Act are required to be
reported for Ryanair
s financial year 2022.
Ryanair Approach
The economic activities listed in Annex 1 and Annex 2 of Commission Delegated Regulation (EU) 2021/2139
(the
“Climate Delegated Act”
) were analysed by management. The main economic activity of the Gr
oup is the
air transport of passengers. This activity is not one of the sect
ors covered by the Climate Delegated Act in the
reporting year
. It is expected to be included within the second climate delegated act, which is expected to be
published in 2022. However
, it is expected that in the future, the Group’
s use of sustainable aviation fuel (SAF) and
the best in class engine technology will be taxonomy-aligned.
There were no other material activities identified as
taxonomy eligible.
KPI
With Aviation not yet one of the sect
ors covered by the Climate Delegated Act, the share of taxonomy-eligible
economic activities in T
urnover
, Capex and Opex was 0% in fiscal year 2022.
38
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T
urnover
Capex
Opex
T
otal €’m
Proportion taxonomy
eligible economic
activities (in %)
Proportion taxonomy
non-eligible economic
activities (in %)
Calculation
Explanation
Revenue derived from
taxonomy-eligible economic
activities (numerator)
divided by the net turnover
(denominator).
With regard to the numer
ator
,

T
axonomy-eligible activities
as Group revenue is primarily
derived from the air transport
of passengers (by the
Climate Delegated Act).
T
axonomy-eligible Capex
(numerator) divided by our
total Capex (denominator).
T
axonomy-eligible Opex
(numerator) -determined
against the eligible economic
activities described in the
Climate Delegated Act
divided by our total Opex
(denominator).
The Group did not gener
ate
any revenues from
taxonomy-eligible products
and services during FY22.
The Group’
s carbon offset
offering does not generate

With regard to the
numerator
, the largest
proportion of Capex is
in relation to aircr
aft
purchases. These are not
currently covered by the
Climate Delegated Act.
As such, the proportion of
taxonomy eligible spend
was 0%.
While the Group uses SAF
on certain routes and the
latest engine technology
this is not currently
covered by the Climate
Delegated Act. As such,
the proportion of taxonomy
eligible Opex was 0%.
0%
100%
0%
100%
0%
100%
4,801
1,533
5,141
T
urnover
T
urnover consists of T
otal operating re
venues. See Consolidated Income Statement per
page 156
alongside note
17 for details of the Groups revenue gener
ation. The associated critical accounting policies are set out on
pages
163 to 174
.
Capex
Capex consists of additions to fixed assets, intangible assets (net of supplier reimbursements), maintenance
prepayments greater than one year
, intangible assets and right-of-use assets. See note 17 of the Consolidated
financial statements.
Opex
Opex consists of T
otal operating expenses. See Consolidated Income Statement per
page 156
. The associated
critical accounting policies are set out on
pages 163 to 174
.
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39
REPORT OF THE REMUNERA
TION COMMITTEE
ON DIRECT
ORS’ REMUNERA
TION
1
.
THE
REMUNERA
TION COMMIT
TEE
(“
Remco
”)
Remco determines the remuneration of senior management (including the Executive Direct
or) and administers the
Company’
s share-based remuneration plans as described on
page 44
. The members of Remco are Julie O’Neill
(Chair), Róisín Brennan and Michael Cawley. The r
ole and responsibilities of Remco are set out in its written terms
of reference, which are available on the Company’
s website,
https:/
/investor
.ryanair
.com
. All members of Remco
have access to the advice of the Gr
oup CEO and Group CFO
. Remco engage external remuneration specialists and,
over the past 3 years, engaged both Deloitte and Willis
T
owers Watson to assist on v
arious projects including the
design and implementation of L
TIP 2019 and the setting of annual bonus targets as the Group emerges fr
om the
Covid-19 crisis and embarks upon an ambitious 5-year growth plan, including the delivery of 210 Boeing 737-8200
“Gamechanger”
aircraft, which should see tr
affic grow to approx. 225m p.a. by fiscal year 202
6.
Following 96% support for Ryanair’
s Directors’ Remuner
ation Policy and 94% support for the Remuneration Report
at the 2021 AGM, there were no specific issues that Remco needed to address with shareholders.
2
.
REMUNERA
TION
POLICY
The 2021 Directors’ Remuner
ation Policy (appro
ved at the AGM in September 2021) provides discretion t
o Remco
to make amendments. In the interests of full disclosure and best corpor
ate governance, the Board has decided that
an amended Directors’ Remuner
ation Policy, which reflects changes in annual performance targets for Executive
Directors’ variable (bonus) compensation, will be put t
o an advisory and non-binding vote at the upcoming AGM in
September 2022 in accordance with Section 1110M of the Irish Companies Act 2014 (as amended). Other than the
changes to bonus performance targets, the Policy will be unchanged.
(i) Clarity
The Group CEO (who is the only Exec. Direct
or) is rewarded competitively, but in keeping with our low-cost ethos
(taking account of the comparative market place
in Europe) to
ensure that he is motivated to deliver in the best
interests of all shareholders.
(ii) Simplicity
The remuneration of the Gr
oup CEO is structured towards a relatively low basic salary (by EU compar
atives) and a
bonus scheme which allows the Group CEO to
earn up to a maximum of 100% of his modest base pay each year by
way of performance related bonus. In recognition of the Group’
s ambitious 5-year growth plan, environmental and
customer service targets (and following consultation with Willis T
owers Watson in H2 of fiscal year 2022), Remco
agreed that the Group CEO’
s bonus will be determined annually by reference to published targets as follows:
Up to 50% of the t
otal is determined by reference to achieving the Gr
oup’
s very ambitious annual traffic targets
(set at 165m passengers for fiscal year 2023). If the annual traffic
target is not achieved in the fiscal year
, a
threshold applies (set at 150m passengers for fiscal year 2023) where 25% of the total is awarded.
The bonus
award will be calculated on a straight-line basis if fiscal year tr
affic is between the threshold and the annual
traffic target;
Up to 30% of the total is dependent upon achie
ving ambitious environmental targets. In fiscal year 2023, 30%
of the quantum will be earned if the Company achieves an A- r
ating from CDP
. If the Company does not achieve
an A- (or better) rating, 15% of the t
otal will be earned if the Company retains its B rating; and
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Up to 20% of the total is dependent
upon delivering ambitious customer service targets. In fiscal year 2023,
20% of the total quantum will be earned if Ryanair’
s customer satisfaction (“CSA
T”) score is, on average,
85% (“good/very good/excellent”). If an 85% CSA
T score is not achieved then 10% of the total quantum will
be awarded if the CSA
T score is at least 65%. 15% of the t
otal will be awarded if the CSA
T
score is 75%, and
movements between 65%-75% and 75%-85% will be calculated, and awarded, on a str
aight-line basis.
(iii) Risk
Reputational and other risks from excessive rewards, and beha
vioural risks that can arise fr
om target-based
incentive plans should be identified and mitigated.
(iv) Predictability
The Group CEO’
s share option grant (awarded as part of his 5-year contract in February 2019), when the share
price was €11.12, has clear but very challenging targets.
The profit after tax (“P
A
T”) of the Ryanair Group must be
doubled to exceed €2bn in any year up t
o fiscal year 2024 (inclusive) and/or the Company’
s share price exceeds
€21 for a period of 28 days between April 1, 2021 and March 31, 2024.
This gives cer
tainty to all stakeholders if or
when these very challenging targets have been met. Since these are very challenging targets, especially given the
impact of Covid-19 and the Ukr
aine invasion on our business over the past 2 years, none of these option vesting
conditions have yet been achieved.
(v) Proportionality
Linking annual bonuses to Ryanair’
s medium-term targets (including traffic, envir
onmental and customer service
metrics), and share based remuneration t
o the Company’
s ambitious long-term targets (e.g., P
A
T above €2bn
and/or share price above €21 as noted above and long-term tr
affic and ESG targets) ensures that suboptimal
performance is not rewarded.
(vi) Alignment
to Culture
The Group has a policy of minimizing management expenses and accordingly it does not pro
vide defined benefit
pensions, company cars, or unvouched expenses to senior managers. All expense claims must
be fully vouched
and are rigorously vetted on a monthly basis by the Group CFO
.
The total remuner
ation paid to senior management
(defined as the Executive team reporting to the Board
of Directors together with all Non-Executive Direct
or’
s
fees) is set out in Note 19 of the consolidated Financial
Statements. The Company’
s policy in respect of share-
based remuneration is dealt with in section 6 below
.
3
.
PERFORMANCE
During fiscal year 2022:
Ryanair’
s CDP (Climate Disclosure Project) rating impr
oved from B- to B.
Sustainalytics ranked Ryanair the No.1 E
uropean airline and No. 2 Global airline for ESG.
T
raffic recovered strongly to 97.1m fr
om 27.5m as Covid-19 restrictions were partially lifted.
61 B737
“Gamechangers”
delivered (bringing the year-end fleet to 500 air
craft).
770 new routes and 15 new bases were announced for the coming year
.
Fuel hedging was increased to 80% for fiscal year
2023 and 10% for H1 fiscal year 2024.
Ryanair’
s leading formula of lowest fares, most on-time flights, industry lowest CO
emissions, and friendly
customer service saw Ryanair’
s customer satisfaction (“CSA
T”) scores rise significantly.
Ryanair traffic gr
owth targets have accelerated. F
rom a pre-Covid figure of 149m passengers, Ryanair now
expects to grow (by 50%) t
o over 225m passengers p.a. by fiscal year 2026.
Details of Ryanair’
s Remuneration Policy
(“Policy”) is set out in full on
https://investor
.ryanair
.com/remuneration-policy/.
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41
Fiscal year 2022 was the second year in a row of unprecedented challenges for the Ryanair
Group due to the
prolonged Covid-19 pandemic. While tr
affic recovered strongly from 27.5m to 97.1m passengers, the delayed and
disrupted relaxation of EU Covid-19 tr
avel restrictions until July 2021 (October in the case
of the U.K.), combined
with the damaging impact of the Omicron variant and Russia
s invasion of Ukraine in H2, meant that fares required
significant price stimulation. Aver
age fares in fiscal year 2022 were down 27% at just €27.
Despite these extraordinary challenges, the Gr
oup substantially reduced its net loss to €355m (ex
cluding an
exceptional after tax €114m unrealized mark-t
o-market gain on jet fuel caps), well below the €1,015m loss in fiscal
year 2021. During the year revenue increased 193% to €4.80bn. Ancillary re
venue delivered strong growth t
o more
than €22 per passenger as traffic reco
vered and more guests chose optional services such as priority boarding
and reserved seats. While sectors increased almost 200% and traffic r
ose 253%, operating costs - ex
cluding
an exceptional €131m unrealized mark-t
o-market gain on jet fuel caps - rose just 113% t
o €5.27bn (including a
notable 237% increase in fuel - excluding an exceptional €131m unrealized mark-t
o-market gain on jet fuel caps
- to €1.83bn), driven primarily by lower variable costs such as airport and handling, route charges and lower fuel
burn as 61 new Boeing
“Gamechanger”
aircraft entered the fleet (offset by the higher cost of jet fuel). Lower costs,
coupled with rising load factors, saw fiscal year 2022 (ex-fuel) unit cost per passenger reduce
to €35. Year-end
net debt fell to €1.45bn (prior year: €2.28bn), and o
ver 90% of the Group’
s fleet of B737 aircr
aft are unencumbered.
4
.
GROUP
CEO P
A
Y
In February 2019 Michael O’Leary signed a five-year contr
act as Group CEO from April 2019 t
o July 2024, when
Ryanair’
s share price was €11.12. As par
t of this contr
act the Group CEO agreed to a 50
% cut in base pay from
€1m to €500,000 p.a., and a 50% cut to his max. annual bonus (t
o €500,000). In line with best pr
actice, he does
not receive any pension benefits. This new contr
act included 10m share options, which are exercisable at a price
of €11.12, but only if the P
A
T of the Ryanair Group is doubled t
o exceed €2bn in any year up t
o fiscal year 2024
(inclusive) and/or the share price of the Company exceeds €21 for a period of 28 days between April 1, 2021 and
March 31, 2024.
These options will lapse should the Group CEO leave the Ryanair Gr
oup’
s employment on/before
July 31, 2024. Due to the impact of Covid and more recently the inv
asion of Ukraine, t
o date, none of the ambitious
vesting targets have been achieved.
T
o the extent that options vest, they can only be exercised between September 30, 2024 and February 2027. The
ambitious profit and share price targets mean that the Group CEO is fully aligned with and committed t
o delivering
superior returns for shareholders over the term of his contr
act of employment.
The Group CEO is subject to a
covenant not to compete with the Company within the EU for
two years after the termination of his employment.
The options grant contains malus and claw back pr
ovisions.
The Group CEO is the only Exec. Director of the Board. F
or fiscal year 2021, as part of the Group’
s response to the
Covid-19 crisis, the Group CEO volunteered a further 50% cut to his base pay to €250,000 (fr
om €500,000) and also
volunteered that zero bonus would be paid in relation t
o fiscal year 2021.
Following a review of his performance, and that of the Gr
oup, in fiscal year 2022 Remco awarded Mr
. O’Leary a
€475,000 bonus.
Up to 50% of the total bonus quantum was determined by reference t
o an annual traffic target of 100m
passengers. Actual traffic was 97.1m. As actual tr
affic was marginally below target, Remco awarded only 45%
of the 50% maximum bonus linked to tr
affic growth. A bonus of €225,000 was therefore awarded;
Up to 30% of the total
quantum was payable if the Company received an upgrade in its CDP r
ating from B- to B.
In December 2021 CDP upgraded Ryanair t
o a B rating. As such a bonus of €150
,000 was awarded; and
Up to 20% of the total quantum was payable if the Company’
s CSA
T score was, on aver
age, over 80%. As
Ryanair’
s CSA
T score for fiscal year 2022 exceeded this target, a bonus of €100,0
00 was awarded.
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Based on the performance achieved against the targets described above, the formulaic outcome was a payment of
€475,000, or 95% of the maximum opportunity level. Remco considered the holistic performance of the business
during the year
, as well as the experience of the wider stakeholders, and determined that this formulaic outcome
was appropriate in the circumstances and no further adjustment was required.
In relation to fiscal year 2022, Remco were satisfied that the Remuner
ation Policy has oper
ated as intended in
terms of Company performance and quantum.
The Group CEO’
s pay and bonus for fiscal years 2019, 2020, 2021 and 2022, is set out below:
Year end March 31, 2019
Year end March 31, 2020
Year end March 31, 2021
Year end March 31, 2022
Base €’000
Realized Remuneration
Bonus €’000
Cash T
otal
€’000
Percentage Change
y-o-y
N/A
-48%
-74%
+290%
1,826
958
250
975
768
458
-
475
1,058
500
250
500
In each of the scal years noted above, the Company recorded a technical non-cash accounting charge in relation to share options gr
anted to the
Group CEO
. These charges were: €1.58m (2019); €2.51m (2020); €1.78m (2021); and €1.78m (2022), but no such payments were made to the Group.
These options remain unvested.
In relation to fiscal year 2023, the Group CEO’
s base pay will remain at €500,000 and his max. bonus will remain
unchanged at 100% of base pay (€500,000), subject to the achie
vement of the stretch targets set out above in
section 2 (ii).
5
.
NON-EXECUTIVE
DIRECT
O
RS
In keeping with the Company’
s low-cost ethos, the level of Non-Executive Director (“NED”) fees is low
by EU airline
industry comparatives. Direct
ors are appointed following selection by the Nomination Committee, approv
al by
the Board, and must be elected by the shareholders at the AGM following their appointment. Ryanair’
s Ar
ticles of
Association require that all Directors retire after a fixed period not exceeding 3 years. Ryanair has adopted a policy
whereby all Directors retire on an annual basis and being eligible for re-election, offer themselves for election.
This
therefore gives Ryanair’
s shareholders an annual oppor
tunity to vote on the suitability of each Direct
or
.
In fiscal year 2021, NEDs agreed to waive 50% of their direct
ors’ fees for the months of April and May 2020, as part
of the Group’
s response to the Covid-19 crisis.
None of the NEDs hold a service agreement with the Company that provides for benefits upon termination. Direct
ors’
fees for fiscal year 2022 and 2021 are set out below:
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43
David Bonderman (i)
Róisín Brennan
Michael Cawley
Emer Daly
Geoff Doherty (ii)
Stan McCarthy (iii)
Kyran McLaughlin (i)
Howard Millar
Dick Milliken
Mike O’Brien
Julie O’Neill
Louise Phelan
T
otal
Fees
N/A
+9%
+9%
+9%
N/A
+14%
N/A
+9%
+9%
+9%
+9%
+9%
+9%
Change
(i) Retired in May 2020. (ii) Joined in October 2021. (iii) Appointed Chairman from June 2020.
*In both scal years 2021 and 2022 the Company recorded a technical non-cash accounting charge of approximately €83,100 in relation t
o
(unvested) share options granted t
o NED’
s in 2019. Fur
ther details in relation to share options held by Directors are set out in Note 19.
Fees and emoluments – Non-Executive Directors
16.7
45.8
45.8
45.8
-
87.5
11.9
45.8
45.8
68.8
45.8
45.8
505.5
March 31, 2021*
€’000
-
50.0
50.0
50.0
25.0
100.0
-
50.0
50.0
75.0
50.0
50.0
550.0
March 31, 2022*
€’000
Change in
remuneration of Directors
In fiscal year 2021 the Exec. Director’
s remuneration was cut by 74% and NEDs remuner
ation was cut by 8%,
reflecting voluntary pay cuts in that year
.
The 9% increase in the table above therefore reflects contracted fees in
fiscal year 2022. The
average per
centage change in remuneration for all
other employees from fiscal year 2022
compared to fiscal year 2021 was an increase of 26%. Flight & cabin crew remuner
ation rose by 35% primarily due
to higher variable pay as flight hours increased in fiscal year 2022.
The average percentage change for all other
employees from fiscal year 2022 compared t
o fiscal year 2021 was a decrease of 7% due to a different mix in
seniority of staff. Remuneration relating t
o government subsidies or Company top-up pay has been ex
cluded.
Executive Director Remuner
ation
Non-Executive Directors Fees and Emoluments
Aver
age Remuneration per employee
Passengers
As of March 31
year on year increase/(decrease)
2022
2021
2020
2019
46%
4%
33%
9%
3%
(20%)
13%
5%
(41%)
(24%)
(50%)
(81%)
36%
8%
26%
246%
As another measure of performance, we are disclosing the T
otal Shareholder Return of Ryanair compared to
relevant peers and indexes over the past ten years, as represented in the following gr
aph.
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10 years
T
otal Shareholder Return
*Peer index comprised of Air Fr
ance-KLM, Lufthansa, EasyJet, Wizz Air
, Norwegian, IAG and Sothwest
Ryanair
Equally Weighted Peer Index*
FTSE 100
ISEQ Index
6
.
SH
ARE
BASED REMUNERA
TION
The Company’
s share option plan, which was approved by shareholders at the 2013 AGM (“Options Plan 2013”),
encourages our people t
o think and act like long-term shareholders and prioritize sustainable returns. While this
plan was successful, following a broad review by Remco (with the assistance of Deloitte) of
the Company’
s variable
pay arrangements during 2019, it became clear that there was a need t
o put in place a more regular
, formalized,
long-term incentive arrangement for senior managers. As such, at
the September 2019 AGM the Company
requested, and received, shareholder approval for the 2019
Long-Term Incentive Plan (“L
TIP 2019”). Under this
new framework, senior managers may be eligible t
o receive regular annual awards, typically of whole shares r
ather
than share options, with vesting based on performance against stretching three-year targets. In light of the award
of options in February 2019 (as part of his contract renewal) to the Gr
oup CEO under Options Plan 2013, Remco has
determined that no awards will be made to the Group CEO under L
TIP 2019 for the duration of his existing five-year
contract out t
o July 2024. While NEDs are permitted to receive share awards (but not options) under L
TIP 2019,
such awards, in line with good corporate go
vernance, are not subject to performance conditions. T
o date, no grants
have been awarded to NEDs under L
TIP 2019.
This more formal framework will, o
ver time, provide senior managers with a schedule of o
verlapping awards,
each aligned with key performance goals for their respective periods. In this manner Remco considers that it will
act as a more effective driver of sustainable returns than the previous fr
amework and a strong retention tool.
It is recognized that the framework of L
TIP 2019 is more aligned with the general direction of the market, with
arrangements in close peers, and with the expectations of many shareholders.
The performance conditions which will attach to awards to be gr
anted to senior managers under the L
TIP 2019
are currently expected, at the discretion of Remco, to be a combination of absolute tr
affic growth, relative
TSR
performance against airline peers and achievement of ESG targets. Absolute traffic gr
owth drives bottom-line
financial performance and is a key performance indicator for Ryanair
, TSR measures the Company’
s relative
performance against peers and reflects the overall shareholder experience and
ESG targets (including environmental
targets) align with the Group’
s goal of reducing its CO
per passenger/km over the coming years. Remco will
determine the appropriate performance targets when making grants under L
TIP 2019.
A description of the Company’
s Option Plan 2013 and L
TIP 2019 are available on
pages 132
and 133
. Details of
the share options granted t
o Executive and Non-Executive Directors are set forth in Note 19(d) to the consolidated
Financial Statements.
Mar 22
Mar 21
Mar 20
Mar 19
Mar 18
Mar 17
Mar 16
Mar 15
Mar 14
Mar 13
Mar 12
0%
50%
-50%
100%
150%
200%
250%
300%
350%
400%
46
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45
Prior to the shareholder appro
val of L
TIP 2019, share options were gr
anted occasionally (under Options Plan
2013), at the discretion of the Board and Remco, to incentivize superior performance by the management team,
to encour
age their long-term commitment to Ryanair and to align the objectives of management with those of
the shareholders. Management are encouraged, thr
ough share-based remuneration, t
o think and act like long
term shareholders and prioritize shareholder returns. Options will only be exercisable where exceptional P
A
T or
share price targets have been achieved o
ver a 5-year period from date of gr
ant. Managers must remain in full
time employment with the Group for a 5-year period from the gr
ant date in order to exercise these options. The
5-year targets set by Remco are ambitious, with the final grant under Options Plan 2013 (fiscal year 2019) setting
performance vesting targets of a €21 share price and/or €2bn P
A
T by fiscal year 2024 inclusive. The fiscal
year
2019 options grant contains malus and clawback pr
ovisions.
As at March 31, 2022, some NEDs held a modest number of share options as
set out on
page 209
. Whilst the
2018 Code discourages the gr
ant of options to NEDs, the Company has a policy of complying with these codes
or explaining why it does not. In this case, because of its substantial NASDAQ listing and US shareholder base,
where US investors gener
ally encourage and pr
omote modest NED options, the Company historically gr
anted a
small amount of share options to NED’
s. The Company, in accordance with the 2018
Code, sought and received
shareholder approval t
o make these share option gr
ants and Remco believes that this very modest number of
options does not impair the independence of judgement or character of NED’
s.
Following consultation with shareholders and the subsequent adoption of L
TIP 2019 at the 2019 AGM, no fur
ther
share options or performance related shares will be granted t
o NED’
s. This legacy issue will, therefore, natur
ally
disappear as options are exercised.
Ryanair fully complies with the Investment Association
s Principles of Remuneration whereby the Company’
s share-
based remuneration schemes do not ex
ceed 10% of the issued share capital in any rolling 10-year period.
Details of employee share option plans are set forth on
pages 202 to 203
in Note 15(c) to the consolidated Financial
Statements.
7
.
DIRECTORS
PENSION BENEFITS
None of the Directors, including the Executive Direct
or
, receive pension benefits as set forth in Note 19(c) to the
consolidated Financial Statements.
8
.
DIRECTORS
SHAREHOLDINGS
The interests of each Director
, that held office at the end of fiscal year 2022, in the share capital of the Company
as at March 31, 2022, are set out in the table below
.
The Group CEO has a 3.9% shareholding which aligns him with long-term shareholder interests and comfortably
exceeds the Pensions and Lifetime Savings Association recommendation on Executive Direct
or share ownership
(circa 200% of base salary).
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2
(i) Joined the Board in October 2021
Róisín Brennan
Michael Cawley
Emer Daly
Geoff Doherty
Stan McCarthy
Howard Millar
Dick Milliken
Mike O’Brien
Michael O’Leary
Julie O’Neill
Louise Phelan
No. of Shares at
-
756,198
3,260
N/A
10,000
390,000
9,750
-
44,096,725
1,000
30,000
March 31 2020
-
756,198
6,840
N/A
10,000
435,000
9,750
4,405
44,096,725
5,000
30,000
March 31 2021
4,000
756,198
6,840
50,700
10,000
500,000
17,250
4,405
44,096,725
5,000
60,000
March 31 2022
9
.
SH
AREHOLDERS
VO
TES ON
REMUNERA
TION
REPOR
T
A resolution to appro
ve the Remuneration Report will be put to shareholders at the Company’
s AGM. This advisory
and non-binding resolution is often referred to as a “
say on pay”. Details of the voting outcomes at the 2021, 2020
and 2019 AGMs are set out below:
For
Against
T
otal*
Remuneration Report
387 (51%)
380 (49%)
767 (100%)
2019 VO
TES (m)
502 (66%)
261 (34%)
763 (100%)
2020 VO
TES (m)
96 (94%)
6 (6%)
102 (100%)
2021 VO
TES (m)
*Between August 2019 and August 2021, the Company repurchased or cancelled o
ver 33.9m ordinary shares and issued shares in a €400m
placement in September 2020. Following Brexit in January 2021, non-EU shareholders were disenfr
anchised and were not entitled to vote at the
2021 AGM.
The Directors’ Remuner
ation Policy was tabled for the first time at the 2021 AGM and received 96% appro
val.
At the 2021 AGM, no discretionary pro
xies were voted in favor of the resolutions
by the meeting’
s Chairman.
The Company has actively engaged with shareholders, The Invest
or Forum, and the large ESG pr
oxy advisor firms
(including Glass Lewis, ISS, MSCI, PIRC and Sustainalytics) on corporate go
vernance matters in recent years,
including during fiscal year 2022.
In accordance with Section 1110M of the Companies Act 2014, the Company will seek shareholder appr
oval (via an
advisory and non-binding vote) for its amended Directors Remuner
ation Policy at its AGM on September 15, 2022.
48
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ST
A
TEMENT OF DIRECTORS’ RESPONSIBILITIE
S IN RESPECT OF THE
ANNUAL REPORT AND THE FINANCIAL S
T
A
TEMENT
S
The Directors are responsible for preparing the
Annual Report and the Group and Company financial
statements, in accordance with applicable law and
regulations.
Company law requires the Directors to prepare
Group and Company financial statements for each
financial year
. Under that law
, the Directors are
required to prepare the Group financial statements
in accordance with IFRS as adopted by the European
Union and applicable law including Article 4 of the IAS
Regulation. The Direct
ors have elected to prepare the
Company financial statements in accordance with
IFRS as adopted by the European Union as applied
in accordance with the provisions of Companies Act
2014. In preparing the Group Financial Statements
the Directors have also elected t
o comply with IFRS
as issued by the International Accounting Standards
Board (“IASB”).
Under company law the Directors must not appr
ove
the Group and Company financial statements unless
they are satisfied that they give a true and fair view
of the assets, liabilities and financial position of the
Group and Company and of the Group’
s profit or loss
for that year
. In preparing each of the Group and
Parent Company financial statements, the Directors
are required to:
select suitable accounting policies and then apply
them consistently;
make judgements and estimates that are
reasonable and prudent;
state whether applicable Accounting Standards
have been followed, subject to any material
departures disclosed and explained in the
financial statements;
assess the Group and Company’
s ability to
continue as a going concern, disclosing, as
applicable, matters related to going concern; and
use the going concern basis of accounting
unless they either intend to liquidate the Group
or Company or to cease oper
ations or have no
realistic alternative but to do so.
The Directors are also required by the
T
ransparency
(Directive 2004/109/EC) Regulations 2007 (as
amended) and the Central Bank (Investment Market
Conduct) Rules to include a management report
containing a fair review of the business and a
description of the principal risks and uncertainties
facing the Group.
The Directors are responsible for keeping adequate
accounting records which disclose with reasonable
accuracy at any time the assets, liabilities, financial
position and profit or loss of the Company and which
enable them to ensure that the financial statements
comply with the provision of the Companies Act
2014. The Direct
ors are also responsible for taking
all reasonable steps to ensure such records are
kept by its subsidiaries which enable them to
ensure that the financial statements of the Group
comply with the provisions of the Companies Act
2014 including Article 4 of the IAS Regulation. They
are responsible for such internal controls as they
determine is necessary to enable the prepar
ation
of financial statements that are free from material
misstatement, whether due to fr
aud or error
, and have
general responsibility for safeguarding the assets
of the Group, and hence for taking reasonable steps
for the prevention and detection of fr
aud and other
irregularities. The Direct
ors are also responsible for
preparing a Directors’ Report that complies with the
requirements of the Companies Act 2014.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Group’
s and Company’
s website,
https:/
/investor
.ryanair
.com
. Legislation in the
Republic of Ireland concerning the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
48
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RESPONSIBILIT
Y ST
A
TEMENT AS REQUIRED BY THE
TRANSP
ARENC
Y DIRECTIVE AND U
.K
. CORPORA
TE
GO
VERNANCE CODE
Each of the Directors, whose names and functions are listed on
pages 119 to 120
of this annual report, confirm
that, to the best of each person
s knowledge and belief:
The Group financial statements, prepared in accordance with IFRS as adopted by the Eur
opean Union and
IFRS as issued by the IASB, and the Company financial statements prepared in accordance with IFRS as
adopted by the European Union and IFRS as issued by the IASB,
as applied in accordance with the provisions
of Companies Act 2014, give a true and fair view of the assets, liabilities, and financial position of the Group
and Company at March 31, 2022 and of the profit or loss of the Gr
oup for the year then ended;
The Directors’ report contained in the annual repor
t includes a fair review of the development and performance
of the business and the position of the Group and Company, together with a description of the principal risks
and uncertainties that they face; and
The annual report and financial statements, taken as a whole, provides the information necessary to assess
the Group’
s performance, business model and strategy and is fair
, balanced and understandable and provides
the information necessary for shareholders to assess the Company’
s position and per
formance, business
model and strategy.
On behalf of the Board
Stan
McCarthy
Michael
O’Leary
Chairman
Group
CEO
July 21, 2022
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49
Report
on the
audit of
the financial
statements
Opinion
We have audited the financial statements of Ryanair Holdings plc (‘the Company’) and its consolidated undertakings
(‘the Group’) for the year ended March 31, 2022, set out on
pages 155 to 221
and contained within the reporting
package 635400BR2ROC1FVEBQ56-2022-03-31-en.zip, which comprise the Consolidated Balance Sheet, the
Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated
Statement of Changes in Shareholders’ Equity, the Consolidated Statement of Cash Flows, the Company Balance
Sheet, the Company Statement of Changes in Shareholders’ Equity, the Company Statement of Cash Flows, and
related notes, including the summary of significant accounting policies set out in note 1 to the Gr
oup financial
statements and note 29 to the Company financial statements.
The financial reporting framework that has been
applied in their preparation is Irish Law
, including the Commission Delegated Regulation 2019/815 regarding the
single electronic reporting format (ESEF) and International Financial Repor
ting Standards (IFRS) as adopted by the
European Union and, as regards the Company financial statements, as applied
in accordance with the provisions
of the Companies Act 2014.
In our opinion:
the financial statements give a true and fair view of the assets, liabilities and financial position of the Group
and Company as at March 31, 2022 and of the Group’
s loss for the year then ended;
the Group financial statements have been pr
operly prepared in accordance with IFRS as adopted by the
European Union;
the Company financial statements have been properly prepared in accordance with IFRS
as adopted by the
European Union, as applied in accordance with the pr
ovisions of the Companies Act 2014; and
the Group and Company financial statements have been pr
operly prepared in accordance with the requirements
of the Companies Act 2014 and, as regards the Group financial statements, Article 4 of the IAS Regulation.
Our separate opinion in relation t
o IFRS as issued by the IASB is unmodified
As explained in Note 1 on
page 160
of the financial statements, the Group, in addition to complying with
its legal
obligation to comply with IFRS as adopted by the Eur
opean Union, has also prepared its Group financial statements
in compliance with IFRS as issued by the International Accounting Standards Board (IASB).
In our opinion:
the Group financial statements give a true and fair view of the assets, liabilities and financial position of the
Group as at March 31, 2022 and of its loss for
the year then ended; and
the Group financial statements have been pr
operly prepared in accordance with IFRS as issued by the IASB.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and
applicable law
. Our responsibilities under those standards are further described in the Auditor’
s Responsibilities
section of our report. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for
our opinion. Our audit opinion is consistent with our report to the audit committee.
INDEPENDENT AUDIT
OR’S REPOR
T TO
THE MEMBERS OF RY
ANAIR HOLDINGS PLC
50
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We were appointed as auditor by the Direct
ors on December 31, 1985. The period of t
otal uninterrupted engagement
is the 36 years ended March 31, 2022. We ha
ve fulfilled our ethical responsibilities under
, and we remained
independent of the Group in accordance with, ethical requirements applicable in Ireland, including the Ethical
Standard issued by the Irish Auditing and Accounting Supervisory Authority (IAASA) as applied to public interest
entities. No non-audit services prohibited by that standard were provided.
Conclusions relating to going concern
The directors have prepared the financial statements on the going concern basis as they do not intend t
o liquidate
the group or the company or to cease their oper
ations, and as they have concluded that the group’
s and the
company’
s financial position means that this is realistic. They have also concluded that there are no material
uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a
year from the date of appro
val of the financial statements (‘the going concern period’).
We used our knowledge of the group and company, its industry, and the gener
al economic environment in which it
operates t
o identify the inherent risks to its business model and analysed how those risks might affect the group
and company’
s financial resources or ability to continue oper
ations over the going concern period.
The risk that
was considered most likely to adversely affect the gr
oup’
s and company’
s available financial resources over this
period was the impact of COVID-19 on the Company’
s forecasts and strategic growth plans.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appr
opriate. Our evaluation of the Directors’ assessment
of the Group’
s and Company’
s ability to continue to adopt the going concern basis of accounting included:
Evaluating the Gr
oup’
s process around the going concern assessment performed by management;
Agreeing the underlying cash flow projections to board appr
oved forecasts, assessing how these forecasts are
compiled, and assessing the accuracy of management’
s forecasts;
Testing of the clerical accuracy of management’
s going concern model including the data used in stress testing;
Evaluating the key assumptions within management’
s forecasts;
Assessing whether the plausible downside scenario prepared by management appropriately considered the
principal risks facing the business;
Evaluating the feasibility of management’
s mitigating actions in the plausible downside scenario;
Substantiation of certain financial resources available to the Group; and
Assessing the appropriateness of the going concern disclosures by ev
aluating the consistency with
management’
s assessment and for compliance with the relevant reporting requirements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group or the Company’
s ability to
continue as a going concern for a period of at least twelve months from the date when the financial statements
are authorised for issue.
In relation to the Group and the Company’
s repor
ting on how they have applied the UK Corporate Go
vernance Code
and the Irish Corporate Go
vernance Annex, we have nothing material to add or dr
aw attention to in relation to the
Directors’ statement in the financial statements about whether the Direct
ors considered it appropriate to adopt the
going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
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52
51
Key audit
matters: our
assessment of
risks of
material misstatement
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the
financial statements and include the most significant assessed risks of material misstatement (whether or not due
to fr
aud) identified by us, including those which had the greatest effect on: the over
all audit strategy; the allocation
of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separ
ate opinion on these matters.
Following performance of our risk assessment procedures, we amended the key audit matter identified in
2021
to exclude the e
valuation of foreign currency hedge effectiveness for aircr
aft payments. We continue to perform
procedures over this key audit matter
. However
, following the recommencement of delivery of aircraft in accordance
with contractual delivery schedules, we ha
ve not assessed this as a key audit matter in our current year audit and,
therefore, it is not separately identified in our report this year
.
In arriving at our audit opinion above, the key audit matters, in decreasing order of audit significance, were as
follows:
Evaluation of hedge effectiveness of jet fuel and foreign currency deriv
ative financial instruments
Refer to note 1 (accounting policy and critical accounting estimates and judgements) and note 12 (financial
disclosures)
The key
audit matter
The Group enters into deriv
ative financial instruments in order to manage its exposure t
o jet fuel price risk through
forward contracts gener
ally covering periods of up to 18 months of anticipated jet fuel requirements.
Ryanair recognises all derivative instruments as either assets or liabilities in its consolidated balance sheet and
measures them at fair value. At March 31, 20
22, a net asset of €1,546.9 million was recognised on balance sheet, a
substantial proportion of which is in respect of the Group’
s jet fuel and related foreign currency derivative financial
instruments.
We identified the evaluation of hedge effectiveness of jet fuel and related foreign
currency derivative financial
instruments as a key audit matter:
In respect of jet fuel hedge effectiveness (commodity price and related foreign exchange), there is a high
degree of subjectivity involved in assessing management’
s judgement that the volumes of jet fuel hedged are
expected to be highly probable forecast
transactions, specifically, the assumptions related t
o the possibility
of flight restrictions being imposed by governments due to the ongoing CO
VID-19 pandemic and passenger
demand which could impact forecast fuel consumption as minor changes to those assumptions can ha
ve a
significant effect on the assessment of hedge effectiveness.
How the
matter was
addressed in
our audit
We undertook, amongst others, the following procedures:
We evaluated the design and tested the oper
ating effectiveness of cer
tain internal controls over the Gr
oup’
s
derivative financial instruments and hedging process, including the Gr
oup’
s assumptions impacting forecast
fuel consumption;
We involved valuation professionals with specialised skills and knowledge, who assisted in inspecting the
Group’
s hedge documentation for certain contracts, for the purposes of considering whether the related
accounting treatment was in accordance with the requirements of the prevailing accounting standards;
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We evaluated the Group’
s forecast fuel consumption assumptions utilised in its hedge effectiveness
determination, by comparing those assumptions to (i) Group-specific oper
ational information and internal
communications to the Board of Directors and
(ii) publicly available information including published government
policies on flight restrictions;
We performed sensitivity analyses over the Group’
s forecast fuel consumption assumptions to assess the
impact of changes to those assumptions on the Group’
s hedge effectiveness determination;
We assessed the Group’
s ability to accur
ately forecast fuel consumption by comparing the Group’
s historical
forecasted assumptions to actual historic outcomes;
As part of our subsequent events procedures for the year ended 31 March 2022 financial statements, we
confirmed with management that the retrospective review of fuel hedge effectiveness for instruments held at
March 31 did not result in any hedge ineffectiveness; and
We assessed the adequacy of the related disclosures.
As a result of our work, we found the judgements specified above to be reasonable, and the related disclosures t
o
be appropriate.
Evaluation of the estimates
used in initial recognition and periodic depreciation of aircr
aft and aircr
aft impairment)
Refer to note 1 (accounting policy and critical accounting estimates and judgements) and note 2 (financial disclosures)
The key
audit matter
Property, plant and equipment amounted to €9,095.1 million as of March 31, 2022, of which €8,930.8 million
related to owned aircr
aft, including engines and related equipment (“aircr
aft”). The air
craft-related depreciation
charge for the year ended March 31, 2022 was €638.2 million.
We identified the evaluation of the estimates used in initial recognition and periodic depreciation of aircr
aft and
aircr
aft impairment as a key audit matter
. Specifically, there was a high degree of subjectivity involved in assessing
management’
s judgements about the expected useful life, the expected residual value, the cost attributable to
major engine and airframe overhaul and the e
valuation of changes in market conditions.
How the
matter was
addressed in
our audit
We undertook, amongst others, the following procedures:
We evaluated the design and tested the oper
ating effectiveness of cer
tain internal controls over the Gr
oup’
s
aircr
aft process, including controls related t
o the development of the useful economic life and residual value
assumptions, the estimated cost of major engine overhaul and the ev
aluation of changes in market conditions;
We assessed the estimated useful life and estimated residual value by comparing them t
o (i) independent
third party valuation repor
ts prepared by specialist aircr
aft valuation experts, and (ii) manufacturer
s
recommendations, published estimates of other international airlines and the Group’
s own experience on
disposal of aircr
aft;
We recalculated and evaluated the accur
acy of the allocation of the purchase price for newly acquired aircr
aft
to the components of the aircr
aft to ensure that the cost allocated to its service potential compares with
historical maintenance costs incurred;
We evaluated the Group’
s assumptions with regard to market conditions impacting on its aircraft fleet, by
comparing those assumptions to (i) Group-specific oper
ational information and internal communications to
the Board of Directors, (ii) independent third party repor
ts prepared by specialist aircr
aft valuation experts and
(iii) publicly available information including third party market repor
ts, recent public filings and news articles
which may identify events or changes in circumstances that may indicate potential impairment;
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53
We performed sensitivity analyses over the Group’
s assumptions with regard to market conditions impacting
its aircr
aft fleet, to assess the impact of changes to
those market conditions on the Group’
s determination of
the recover
ability of aircraft;
We assessed the Group’
s ability to forecast, by comparing the Gr
oup’
s estimated useful life and estimated
residual value assumptions to the Gr
oup’
s own experience on disposal of aircraft; and
We assessed the adequacy of the related disclosures.
As a result of our work, we found the judgements specified above to be reasonable, and the related disclosures t
o
be appropriate.
Company key audit matters
Due to the nature of the Company’
s activities, there are no key audit matters that we are required to communicate
in accordance with ISAs (Ireland).
Our application
of materiality
and an
overview of
the scope
of our
audit
Materiality for the Group financial statements as a whole was set at €47.3 million (2021: €45 million).
This has
been calculated with reference to a benchmark of net assets (2021: net assets). In the current year
, we consider net
assets to be the most appropriate
benchmark as it provides a more stable measure year-on-year than pr
ofit before
tax. Materiality represents approximately 1% of this benchmark (2021: 1% of
net assets).
We applied materiality to assist us determine what risks were significant risks and the pr
ocedures to be performed.
We reported to the Audit Committee all corrected and uncorrected misstatements we identified through our audit
with a value in excess of €2.3 million (2021
: €2.3 million), in addition to other audit misstatements below that
threshold that we believed warr
anted repor
ting on qualitative grounds.
Of the Group’
s seven (2021: seven) reporting components, we subjected one (2021: one) to full scope audit for
Group purposes and six (2021: six) to audit of account balances and specified risk-focused audit pr
ocedures. The
latter were not individually financially significant enough to require a full scope audit for Gr
oup purposes, but did
present specific individual risks that needed to be addressed or were included in the scope of our Gr
oup reporting
work in order to pro
vide fur
ther cover
age over the Group’
s results. Our approach to audit scoping is consistent with
that applied in previous years.
The component subjected to full scope audit contributed 90% of total revenues. 97%
of total assets was subject to audit, 42
% of which was attributable to the component subjected to full scope audit.
Materiality for the Company financial statements as a whole was set at €17.1 million (2021: €15.3 million). This
was determined with reference to a benchmark of net assets, of which it represents 1%
(2020: 1% of net assets).
We reported to the Audit Committee any corrected or uncorrected identified misstatements exceeding €0.9 million
(2021: €0.8 million), in addition to other identified misstatements that warr
anted reporting on qualitative grounds.
Our audit of the Group and Company was undertaken to the materiality levels specified above and was all performed
by a single engagement team in Dublin.
Other information
The Directors are responsible for the prepar
ation of the other information presented in the Annual Report together
with the financial statements. The other information comprises the information included in the Direct
ors’ repor
t,
Corporate Go
vernance repor
t, Responsibility Statement as required by the
Tr
ansparency Directive and U.K. Corpor
ate
Governance Code, Presentation of Financial & Certain Other Information, Cautionary Statement Regarding Forward-
Looking Information, Major Shareholders and Related Party T
ransactions, Additional information and Controls and
Procedures.
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The financial statements and our auditor’
s repor
t thereon do not comprise part of the other information. Our
opinion on the financial statements does not cover the other information and, accordingly, we do not express an
audit opinion or
, except as explicitly stated below
, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether
, based on our financial
statements audit work, the information therein is materially misstated or inconsistent with the financial statements
or our audit knowledge. Based solely on that work we have not identified material misstatements in the other
information.
Based solely on our work on the other information undertaken during the course of the audit, we repor
t that, in
those parts of the Directors’ repor
t specified for our consideration:
we have not identified material misstatements in the Directors’ report;
in our opinion, the information given in the Directors’ report is consistent with the financial statements; and
in our opinion, the Directors report has been prepared in accordance with the Companies Act 2014.
Disclosures of principal risks and longer-term viability
Based on the knowledge we acquired during our financial statements audit, we have nothing material to add or
draw attention t
o in relation to:
the Principal Risks and Uncertainties disclosures describing these risks and explaining how they are being
managed and mitigated;
the Directors’ confirmation within the Viability Statement on
page 32
that they have carried out a robust
assessment of the principal risks facing the Group, including those that would threaten its business model,
future performance, solvency and liquidity; and
the Directors’ explanation in the Viability Statement of how they ha
ve assessed the prospects of the Group,
over what period they have done so and why they considered that period to be appr
opriate, and their statement
as to whether they have a reasonable expectation that the Gr
oup will be able to continue in oper
ation and meet
its liabilities as they fall due over the period of their assessment, including any related disclosures dr
awing
attention to any necessary qualifications or assumptions.
Other corporate governance disclosures
We are required to address the following items and report to you in the following circumstances:
Fair
, balanced and understandable: if we have identified material inconsistencies between the knowledge
we acquired during our financial statements audit and the Directors’ statement that they consider that the
Annual Report and financial statements taken as a whole is fair
, balanced and understandable and provides
the information necessary for shareholders to assess the Group’
s position and per
formance, business model
and strategy;
Report of the Audit Committee: if the section of the Annual Repor
t describing the work of the Audit Committee
does not appropriately address matters communicated by us to the A
udit Committee;
Statement of compliance with UK Corporate Go
vernance Code: if the Directors’ statement does not properly
disclose a departure from provisions of the UK Corporate Go
vernance Code specified by the Listing Rules of
Euronext Dublin for our review
.
if the Directors’ statement relating to Going Concern
required under the Listing Rules of Euronext Dublin set out
on
page 31
is materially inconsistent with our audit knowledge.
We have nothing to report in these respects.
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55
In addition as required by the Companies Act 2014, we report, in relation to information given in the Directors’
report on
pages 10 to 14
, and the Corporate Go
vernance repor
t on
pages 15 to 33
, that:
based on the work undertaken for our audit, in our opinion, the description of the main features of internal
control and risk management systems in relation to the financial reporting process, and information relating
to voting rights and other matters required by the
European Communities (T
akeover Bids (Directive 2004/EC)
Regulations 2006 and specified for our consideration, is
consistent with the financial statements and has been
prepared in accordance with the Act;
based on our knowledge and understanding of the Company and its environment obtained in the course of our
audit, we have not identified any material misstatements in that information; and
the Directors’ report contains the information required by the European Union (Disclosure of Non-Financial and
Diversity Information by certain large under
takings and groups) Regulations 2017.
We also report that, based on work under
taken for our audit, the information required by the Act is contained in the
Corporate Go
vernance repor
t.
Our opinions on other matters prescribed by the Companies Act 2014 are unmodified
We have obtained all the information and explanations which we consider necessary for the purpose of our audit.
In our opinion, the accounting records of the Company were sufficient to permit the financial statements t
o be
readily and properly audited and the financial statements are in agreement with the accounting records.
We have nothing to report on other matters on which we are required to report by exception
The Companies Act 2014 requires us to report to you if, in our opinion:
the disclosures of Directors’ remuner
ation and transactions required by
Sections 305 to 312 of the Act are not
made;
the Company has not provided the information required by Section 11
10N in relation to its remuner
ation repor
t
for the financial year March 31, 2021;
the Company has not provided the information required by section 5(2) t
o (7) of the European Union (Disclosure
of Non-Financial and Diversity Information by certain large under
takings and groups) Regulations 2017 for
the year ended March 31, 2021 as required by the E
uropean Union (Disclosure of Non-Financial and Diversity
Information by certain large under
takings and groups) (amendment) Regulations 2018.
We have nothing to report in this regard.
The Listing Rules of Euronext Dublin require us t
o review:
the Directors’ Statement, set out on
pages 31
and 32
, in relation to going concern and longer-term viability;
the part of the Corporate Governance report on
pages 32
and 33
relating to the Company’
s compliance with
the provisions of the UK Corpor
ate Governance Code and the Irish Corporate Governance Annex specified for
our review; and
certain elements of disclosures in the repor
t to shareholders by the Board of Directors’ remuner
ation committee.
We have nothing to report in this regard.
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Respective responsibilities and restrictions on use
Directors’ responsibilities
As explained more fully in their statement set out on
page 47
, the directors are responsible for: the prepar
ation of
the financial statements including being satisfied that they give a true and fair view; such internal control as they
determine is necessary to enable the prepar
ation of financial statements that are free from material misstatement,
whether due to fr
aud or error; assessing the Gr
oup and Company’
s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern; and using the going concern basis of accounting unless they
either
intend to liquidate the Group or the Company or t
o cease operations, or ha
ve no realistic alternative but to do so.
Auditor’
s responsibilities
Our objectives are to obtain reasonable assur
ance about whether the financial statements as a whole are free from
material misstatement, whether due to fr
aud or error
, and to issue our opinion in an auditor’
s repor
t. Reasonable
assurance is a high le
vel of assurance, but does not guar
antee that an audit conducted in accordance with ISAs
(Ireland) will always detect a material misstatement when it exists. Misstatements can arise from fr
aud, other
irregularities or error and are considered material if, individually or in aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of the financial statements.
The risk of not detecting
a material misstatement resulting from fr
aud or other irregularities is higher than for one resulting from err
or
, as
they may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal contr
ol
and may involve any area of law and regulation and not just those directly affecting the financial statements.
A fuller description of our responsibilities is provided on IAASA
s website at http:/
/www
.iaasa.ie/Publications/
Auditing-standards/International-Standards-on-A
uditing-for-use-in-Ire/Description-of-the-audit
or-s-
responsibilities-for
.
The purpose of our audit work and to whom we owe our responsibilities
Our report is made solely to the Company’
s members, as a body, in accordance with Section 391 of the Companies
Act 2014. Our audit work has been undertaken so that we might state to the Company’
s members those matters
we are required to state to them in an audit
or’
s repor
t and for no other purpose.
T
o the fullest extent permitted by
law
, we do not accept or assume responsibility to anyone other than the Company and the Company’
s members,
as a body, for our audit work, for our report, or for the opinions we have formed.
Sean
O’Keefe
July
21,
2022
for and
on behalf
of
KPMG
Chartered
Accountants, Statutory
Audit Firm
1 Stokes Place
St. Stephen
s Green Dublin 2
Ireland
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57
PRESENT
A
TION OF
FINANCIAL AND CERT
AIN OTHER INFORMA
TION
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 eur
o 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 “eur
o 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 may not total.
The Company owns or otherwise has rights to the
trademark Ryanair® in certain jurisdictions. See
“Item 4. Information on the Company—T
rademarks.
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, 2022 (collectively referred to as “IFRS”
throughout).
The Company publishes its consolidated financial
statements in euro. Solely for the convenience
of the reader
, this repor
t contains tr
anslations 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 tr
anslated from euro at a
rate of €1.00 = $1.1093, or $1.00
= €0.9015, the official
rate published by the U.S. Feder
al Reser
ve Board in
its weekly “H.10” release (the “Federal Reserve Rate”)
on March 31, 2022.
The Federal Reserve Rate for
euro on June 30, 2022 was €1.00 = $1.0469 or $1.00
= €0.9552. See “Item 3. Key Information— Exchange
Rates” for information regarding historical r
ates
of exchange relevant t
o the Company, and “Item 5.
Operating and Financial Re
view and Prospects” and
“Item 11. Quantitative and Qualitative Disclosures
About Market Risk” for a discussion of the effects of
changes in exchange r
ates on the Company.
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CAUTIONAR
Y ST
A
TEMENT
REGARDING FORW
ARD-LOOKING INFORMA
TION
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 t
o 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
aircr
aft and aircr
aft 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
on delays, fluctuations in currency exchange r
ates
and interest rates, fluctuations in corpor
ate tax rates,
changes to the structure of the Eur
opean Union and the
euro, airport handling and access charges, litigation,
labor relations, the economic environment of the
airline industry, the general economic envir
onment
in Europe, the gener
al willingness of passengers to
tra
vel, continued acceptance of low fares airlines and
flight interruptions caused by Air T
raffic Contr
ollers
(“
A
TC”) 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.
60
60
TABLE O
F CONTE
NTS
PART I
Item 1.
Identity of Directors, Senior
Management and Advisers
63
Item 2.
Offer Statistics and Expected T
imetable
63
Item 3.
Key Information
63
The Company
63
Selected Financial Dat
a
64
Selected Operating and Oth
er Data
65
Risk Factors
66
Item 4.
Information on the Company
84
Introduction
84
Strategy
85
Route System, Scheduling and
Fares
88
Marketing and Advertising
89
Reservations on Ryanair.
c
om
89
Aircraft
90
Ancillary Services
91
Maintenance and Repairs
91
Safety Record
93
Airport Operations
94
Fuel
94
Insurance
95
Facilities
96
Trademarks
97
The Environment
98
Government Regulation
99
Description of Property
108
Item 4A.
Unresolved Staff Comment
s
108
Item 5.
Operating and Financial Re
view and Prospects
108
History
109
Business Overview
109
Recent Operating Results
110
Results of Operations
111
Fiscal Year 2022 Compared
with Fiscal Year 2021
111
Fiscal Year 2021 Compared
with Fiscal Year 2020
113
Seasonal Fluctuations
113
Recently Issued Accountin
g Standards
113
Liquidity and Capital Resources
113
Contract Obligations
1
17
Trend Information
118
Off-
Balance Sheet Transa
ctions
118
Table of Contents
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60
60
TABLE O
F CONTE
NTS
PART I
Item 1.
Identity of Directors, Senior
Management and Advisers
63
Item 2.
Offer Statistics and Expected T
imetable
63
Item 3.
Key Information
63
The Company
63
Selected Financial Dat
a
64
Selected Operating and Oth
er Data
65
Risk Factors
66
Item 4.
Information on the Company
84
Introduction
84
Strategy
85
Route System, Scheduling and
Fares
88
Marketing and Advertising
89
Reservations on Ryanair.
c
om
89
Aircraft
90
Ancillary Services
91
Maintenance and Repairs
91
Safety Record
93
Airport Operations
94
Fuel
94
Insurance
95
Facilities
96
Trademarks
97
The Environment
98
Government Regulation
99
Description of Property
108
Item 4A.
Unresolved Staff Comment
s
108
Item 5.
Operating and Financial Re
view and Prospects
108
History
109
Business Overview
109
Recent Operating Results
110
Results of Operations
111
Fiscal Year 2022 Compared
with Fiscal Year 2021
111
Fiscal Year 2021 Compared
with Fiscal Year 2020
113
Seasonal Fluctuations
113
Recently Issued Accountin
g Standards
113
Liquidity and Capital Resources
113
Contract Obligations
1
17
Trend Information
118
Off-
Balance Sheet Transa
ctions
118
Table of Contents
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61
61
Item 6.
Directors, Senior Managem
ent and Employees
119
Directors
119
Executive Officers
124
Compensation of Directors and Executive Offi
cers
125
Staff and Labor Relations
126
Item 7.
Major Shareholders and Rel
ated Party Transactions
127
Major Shareholders
127
Related Party Transactions
127
Item 8.
Financial Information
128
Consolidated Financial Stat
ements
128
Other Financial Inform
ation
128
Significant Changes
131
Item 9.
The Offer and Listing
131
Trading Markets
131
Item 10.
Additional Information
132
Description of Capital Stock
132
Options to Purchase Securi
ties from Registrant or Subsidiaries
132
Articles of Association
133
Material Contracts
135
Exchange Controls
135
Limitations on Share Owner
ship by Non
-
EU Nationals
136
Taxati
on
139
Documents on Display
144
Item 11.
Quantitative and Qualitative
Disclosures About Market Risk
145
General
145
Fuel Price Exposure and Hedg
ing
145
Carbon Exposure and Hedg
ing
146
Foreign Currency Exposure
and Hedging
147
Interest Rate Exposure and
Hedging
148
Item 12.
Description of Securities Oth
er than Equity Securities
149
PART II
Item 13.
Defaults, Dividend Arrearag
es and Delinquencies
150
Item 14.
Material Modifications to th
e Rights of Security Holders and Use of Proceeds
150
Item 15.
Controls and Procedures
150
Disclosure Controls and Procedur
es
150
Management’s Annual Rep
ort on Internal Control Over Financial Reporting
150
Changes in Internal Control Over Financ
ial Reporting
151
Item 16.
Reserved
151
Item 16A.
Audit Committee Financial Expert
151
Item 16B.
Code of Ethics
151
Item 16C.
Prin
cipal Accountant Fees and Servi
ces
151
Item 16D.
Exemptions from the Listing
Standards for Audit Committees
152
62
Item 16E.
Purchases of Equity Securities b
y the Issuer and Affiliated Purchasers
152
Item 16F.
Change in Registrant’s Certified Account
ant
152
Item 16G.
Corporate Governance
153
Item 16H.
Mine Safety Disclosure
153
PART III
Item 17.
Financial Statements
153
Item 18.
Financial Statements
154
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
62
61
Item 6.
Directors, Senior Managem
ent and Employees
119
Directors
119
Executive Officers
124
Compensation of Directors and Executive Offi
cers
125
Staff and Labor Relations
126
Item 7.
Major Shareholders and Rel
ated Party Transactions
127
Major Shareholders
127
Related Party Transactions
127
Item 8.
Financial Information
128
Consolidated Financial Stat
ements
128
Other Financial Inform
ation
128
Significant Changes
131
Item 9.
The Offer and Listing
131
Trading Markets
131
Item 10.
Additional Information
132
Description of Capital Stock
132
Options to Purchase Securi
ties from Registrant or Subsidiaries
132
Articles of Association
133
Material Contracts
135
Exchange Controls
135
Limitations on Share Owner
ship by Non
-
EU Nationals
136
Taxati
on
139
Documents on Display
144
Item 11.
Quantitative and Qualitative
Disclosures About Market Risk
145
General
145
Fuel Price Exposure and Hedg
ing
145
Carbon Exposure and Hedg
ing
146
Foreign Currency Exposure
and Hedging
147
Interest Rate Exposure and
Hedging
148
Item 12.
Description of Securities Oth
er than Equity Securities
149
PART II
Item 13.
Defaults, Dividend Arrearag
es and Delinquencies
150
Item 14.
Material Modifications to th
e Rights of Security Holders and Use of Proceeds
150
Item 15.
Controls and Procedures
150
Disclosure Controls and Procedur
es
150
Management’s Annual Rep
ort on Internal Control Over Financial Reporting
150
Changes in Internal Control Over Financ
ial Reporting
151
Item 16.
Reserved
151
Item 16A.
Audit Committee Financial Expert
151
Item 16B.
Code of Ethics
151
Item 16C.
Prin
cipal Accountant Fees and Servi
ces
151
Item 16D.
Exemptions from the Listing
Standards for Audit Committees
152
62
Item 16E.
Purchases of Equity Securities b
y the Issuer and Affiliated Purchasers
152
Item 16F.
Change in Registrant’s Certified Account
ant
152
Item 16G.
Corporate Governance
153
Item 16H.
Mine Safety Disclosure
153
PART III
Item 17.
Financial Statements
153
Item 18.
Financial Statements
154
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
64
63
63
PART I
Item 1.
Identity of Directors, Senior Ma
nagement and Advisers
Not applicable.
Item 2.
Offer
Statis
tics and Ex
pected Timetable
Not applicable.
Item 3.
Key Information
THE COMPA
NY
Ryanair Holdings operates a low fare, l
ow cost scheduled airline group serving sh
ort
-
haul
, point
-
to
-
point routes
from 90 bases to airports across Europe and North Afr
ica, which together are referred to as “Ryanair’s bases.” For a list
of these bases, see “Item 4. Informatio
n 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, 2022
,
the Ryanair Group had a fleet o
f 483 owned
Boeing 737s, including 73 Boeing 737
-
8200 “Gamechanger” aircraft.
In addition, the Group had 29 leased Airbus A320
aircraft. The Group offers
a
pproximately 3,000
short-
haul flights per day ser
ving
225
airpo
rts across Europe and North
Africa. Ryanair is Europe’s greenest, cleanest major airline group and customers switching to fly Ryanair can reduce
their CO
emissions by up to 50% compared to European legacy airlines. A detailed description of the Company’s
business can be found in “Item 4. Information on the Company”.
64
SELECTED FINANCIAL DA
TA
The following tables set fo
rth certain of the Company’s selected c
onsolidated financial informati
on as of and
for the periods indi
cated. Financial
inf
ormation presented in euro in the tabl
e below has been derived from
the
consolidated finan
cial statements that are prepared i
n accordance with IFRS. The financi
al information for fiscal year
2022 has been translated from € to U.S.$ using the Federal Res
erv
e Rate on March 31, 2022.
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 Fina
ncial Review and Prospects.
Income Statement Data
:
Fiscal
year ended March
31,
2022(a)
2022
2021
2020
2019
2018
(in millions, except
per
-Ordinary Share data)
Total operating revenues
$
5,325.6
4,800.9
1,635.8
8,494.8
7,697.4
7,151.0
Total oper
ating ex
penses
$
(5,702.4)
(5,140.5)
(2,475.2)
(7,367.4)
(6,680.6)
(5,483.7)
Operating (lo
ss)/profit
$
(376.7)
(339.6)
(839.4)
1,127.4
1,016.8
1,667.3
Other (expense)/incom
e
$
(100.1)
(90.2)
(269.3)
(457.1)
(68.7)
(56.0)
(Loss)/
profit
before
taxati
on
$
(476.8)
(429.8)
(1,108.7)
670.3
948.1
1,611.3
Tax credit/(expense
)
$
209.7
189.0
93.6
(21.6)
(63.1)
(161.1)
(Loss)/
profit
after
taxation
$
(267.1)
(240.8)
(1,015.1)
648.7
885.0
1,450.2
Ryanair Holdings b
asic (loss)/e
arnings per Ordin
ary Share
(U.S. dollar
s)/(euros)
$
(0.2363)
(0.2130)
(0.9142)
0.5824
0.7739
1.2151
Ryanair Holdings di
luted (loss)/
earnings per Ordin
ary
Share (U
.S. d
ollars)/
(eur
os)
$
(0.2363)
(0.2130)
(0.9142)
0.5793
0.7665
1.2045
Balance Sheet Data
:
As
of
March
31,
2022(a)
2022
2021
2020
2019
2018
(in millions)
Cash and cash eq
uivalen
ts
$
2,960.7
2,669.0
2,650.7
2,566.4
1,675.6
1,515.0
Total a
ssets
$
16,805.7
15,149.8
12,328.0
14,747.2
13,250.7
12,361.8
Current and long
-
term d
ebt, including l
ease obligations
$
5,632.4
5,077.4
5,426.8
4,211.2
3,644.4
3,963.0
Shareholders’ equity
$
6,151.4
5,545.3
4,646.6
4,914.5
5,214.9
4,468.9
Issued share capital
$
7.5
6.8
6.7
6.5
6.8
7.0
Weighted Average
Number of Or
dinary Shares in i
ssue
during the year
1,130.5
1,130.5
1,110.4
1,113.8
1,143.6
1,193.5
Cash Flow Statement Data
:
Fiscal
year ended March
31,
2022(a)
2022
2021
2020
2019
2018
(in millions)
Net cash
inf
lo
w/(outflow) from ope
rating activities*
$
2,152.6
1,940.5
(2,448.0)
1,327.1
1,759.3
2,233.2
Net cash
(outflow)/
inflow
from i
nvesting act
iviti
es
$
(1,569.0)
(1,414.4)
937.0
(301.1)
(744.2)
(719.4)
Net cash (outfl
ow)/inflow from f
inancing activiti
es*
$
(595.1)
(536.5)
1,622.5
(287.0)
(854.5)
(1,222.8)
(Decrease)/increase i
n cash and
cash equivalents
$
(11.5)
(10.4)
111.5
739.0
160.6
291.0
*Amounts are inclusive of net foreign currenc
y differences
(a)
Dollar am
ounts are ini
tially mea
sured in euro
in accordance
with IFRS
and then tr
anslated to U.S.
$ solely
for convenience at
the Federal
Reserve Rat
e on
March 3
1, 202
2
of
1.00 = $1.109
3 or $1.00 =
0.9015
.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
64
63
PART I
Item 1.
Identity of Directors, Senior Ma
nagement and Advisers
Not applicable.
Item 2.
Offer
Stati
stics and Ex
pected Timetable
Not applicable.
Item 3.
Key Information
THE COMPA
NY
Ryanair Holdings operates a low fare, l
ow cost scheduled airline group serving sh
ort
-
haul
, point
-
to
-
point routes
from 90 bases to airports across Europe and North Afr
ica, which together are referred to as “Ryanair’s bases.” For a list
of these bases, see “Item 4. Informatio
n on the Company
Route System, Scheduling and Fares.” Ryanair pioneered the
low
-
fares air travel model in Europe in the early 1990s. As of June 30, 2022
,
the Ryanair Group had a fleet o
f 483 owned
Boeing 737s, including 73 Boeing 737
-
8200 “Gamechanger” aircraft.
In addition, the Group had 29 leased Airbus A320
aircraft. The Group offers
a
pproximately 3,000
short-
haul flights per day ser
ving
225
airpo
rts across Europe and North
Africa. Ryanair is Europe’s greenest, cleanest major airline group and customers switching to fly Ryanair can reduce
their CO
emissions by up to 50% compared to European legacy airlines. A detailed description of the Company’s
business can be found in “Item 4. Information on the Company”.
64
SELECTED FINANCIAL DA
TA
The following tables set fo
rth certain of the Company’s selected c
onsolidated financial informati
on as of and
for the periods indi
cated. Financial
inf
ormation presented in euro in the tabl
e below has been derived from
the
consolidated finan
cial statements that are prepared i
n accordance with IFRS. The financi
al information for fiscal year
2022 has been translated from € to U.S.$ using the Federal Res
erv
e Rate on March 31, 2022.
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 Fina
ncial Review and Prospects.
Income Statement Data
:
Fiscal
year ended March
31,
2022(a)
2022
2021
2020
2019
2018
(in millions, except
per
-Ordinary Share data)
Total operating revenues
$
5,325.6
4,800.9
1,635.8
8,494.8
7,697.4
7,151.0
Total oper
ating ex
penses
$
(5,702.4)
(5,140.5)
(2,475.2)
(7,367.4)
(6,680.6)
(5,483.7)
Operating (lo
ss)/profit
$
(376.7)
(339.6)
(839.4)
1,127.4
1,016.8
1,667.3
Other (expense)/incom
e
$
(100.1)
(90.2)
(269.3)
(457.1)
(68.7)
(56.0)
(Loss)/
profit
before
taxati
on
$
(476.8)
(429.8)
(1,108.7)
670.3
948.1
1,611.3
Tax credit/(expense
)
$
209.7
189.0
93.6
(21.6)
(63.1)
(161.1)
(Loss)/
profit
after
taxation
$
(267.1)
(240.8)
(1,015.1)
648.7
885.0
1,450.2
Ryanair Holdings b
asic (loss)/e
arnings per Ordin
ary Share
(U.S. dollar
s)/(euros)
$
(0.2363)
(0.2130)
(0.9142)
0.5824
0.7739
1.2151
Ryanair Holdings di
luted (loss)/
earnings per Ordin
ary
Share (U
.S. d
ollars)/
(eur
os)
$
(0.2363)
(0.2130)
(0.9142)
0.5793
0.7665
1.2045
Balance Sheet Data
:
As
of
March
31,
2022(a)
2022
2021
2020
2019
2018
(in millions)
Cash and cash eq
uivalen
ts
$
2,960.7
2,669.0
2,650.7
2,566.4
1,675.6
1,515.0
Total a
ssets
$
16,805.7
15,149.8
12,328.0
14,747.2
13,250.7
12,361.8
Current and long
-
term d
ebt, including l
ease obligations
$
5,632.4
5,077.4
5,426.8
4,211.2
3,644.4
3,963.0
Shareholders’ equity
$
6,151.4
5,545.3
4,646.6
4,914.5
5,214.9
4,468.9
Issued share capital
$
7.5
6.8
6.7
6.5
6.8
7.0
Weighted Average
Number of Or
dinary Shares in i
ssue
during the year
1,130.5
1,130.5
1,110.4
1,113.8
1,143.6
1,193.5
Cash Flow Statement Data
:
Fiscal
year ended March
31,
2022(a)
2022
2021
2020
2019
2018
(in millions)
Net cash
inf
lo
w/(outflow) from ope
rating activities*
$
2,152.6
1,940.5
(2,448.0)
1,327.1
1,759.3
2,233.2
Net cash
(outflow)/
inflow
from i
nvesting act
iviti
es
$
(1,569.0)
(1,414.4)
937.0
(301.1)
(744.2)
(719.4)
Net cash (outfl
ow)/inflow from f
inancing activiti
es*
$
(595.1)
(536.5)
1,622.5
(287.0)
(854.5)
(1,222.8)
(Decrease)/increase i
n cash and
cash equivalents
$
(11.5)
(10.4)
111.5
739.0
160.6
291.0
*Amounts are inclusive of net foreign currenc
y differences
(a)
Dollar am
ounts are ini
tially mea
sured in euro
in accordance
with IFRS
and then tr
anslated to U.S.
$ solely for
convenience at
the Federal
Reserve Rat
e on
March 3
1, 202
2
of
1.00 = $1.109
3 or $1.00 =
0.9015
.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
66
65
65
SELECTED OPERATING AN
D OTHER DATA
The following tables set forth certain operating dat
a of Ryanair for each of the fiscal years shown. Such data
are derived from the Comp
any’s consolidated financial statements prepared in a
ccordance with IFRS and from certain
other data, and are not audited. For def
initions of the
terms
used in this table, see the Glossary in Appendix A.
Fiscal Year ended Ma
rch 31,
Operating Data:
2022
2021
2020
2019
2018
Operati
ng M
argin
(7)%
(51)%
13%
12%
23%
Break
-
even
Load
Factor
88%
108%
83%
83%
73%
Average
Booked
Pas
senger F
are (
€)
27.33
37.65
37.46
37.03
39.40
Ancillary Rev. p
er Booked Pa
ssenger (€)
22.13
21.80
19.71
17.14
15.48
Total R
ev. p
er Book
ed Pass
enge
r (€)
49.47
59.45
57.17
54.17
54.88
Cost P
er Bo
oked P
asseng
er (€)
52.97
89.95
49.58
47.01
42.08
Average Fuel C
ost per U.S. Gall
on (€)
1.92
1.74
2.06
1.79
1.65
Fiscal Year ended Ma
rch 31,
Other Data:
2022
2021
2020
2019
2018
Revenue
Pas
sengers
Booked (milli
ons)
97
28
149
142
130
Booked P
assen
ger Loa
d Fact
or
82%
71%
95%
96%
95%
Average Sector Length
(miles)
772
776
761
774
775
Sectors Flown
620,524
204,828
823,897
789,771
725,044
Number of Airp
orts Served at Pe
riod End
223
225
242
219
216
Average
Daily
Fligh
t
Hour
Utilization
(hours)
6.88
2.37
9.11
9.02
9.13
Team M
embers
at Peri
od En
d
19,116
15,016
17,268
16,840
14,583
Team Members per Aircraft at Period
End
38
33
37
36
34
66
RISK FACTORS
Risks Related to the Company
The C
ovid
-
1
9 pandemic and me
asures to reduce
its spread have had
, and will li
kely continue t
o have, a mater
ial
adverse impact
on the Company’s
business, results
of operations, fin
ancial condition and
liquidity
. In December 2019
, a
novel strain of coronavirus
(“
Covid
-
19”) was reported in Wuhan, China, and the World Health Organization
(“WHO”)
subsequently declared C
ovid
-
19 a “Public Health Em
ergen
cy o
f Internati
onal Concern”. At various t
imes since February
2020, governments globally have implemented
a range of travel restrictio
ns including lockdo
wns, “do
not travel”
advisories, restrictions on tr
avel from certain international locations, enhan
ced
airp
ort screenings, mandatory q
uarantine
requirements, and
other similar measures. Other gove
rnmental restrictions and r
egulations in the future in response to
Covid
-
19
could include addition
al travel restrictions, quarantines
of additional populations (in
cluding the Comp
any’s
personnel), restrictions on our ability to access our facilities or aircraft or requirements to collect additional passenger
data. In addition, g
overnments, non
-
g
overnmental orga
nizations and entities in the p
rivate sector have issued
and may
continue to issue n
on
-
binding advisories
or recommendations
regarding air travel or other s
ocial distancing measures,
including limitations on the
number of persons that sho
uld be present at public gatherings. Finall
y, wariness among the
publ
ic of
travel by aircraft due to the perce
ived risk of health impacts, as well as cance
lations of conventions,
conferences, sporting even
ts, concerts and other similar events, the closure of popular tourist destinations and the
increased use of videoconferencing
, have resulted in an unprecedented decline i
n business and leisure travel. While
restrictions have been gradu
ally eased globally, there is no indication of when these restrictions may be fu
lly li
fted,
whether and when they may be fu
lly or partly reimposed
or when demand may return fully to pre
-
pandem
ic levels.
Ryanair began experiencing a substantial decline in international and domestic demand related to Covid
-
19
during the quarter ended March 31, 202
0, and this reduction in demand continued throughout
fiscal year 2021 and into
the first half of fiscal year 2022, with the second half adversely impacted by the Omicr
on variant. There is no clarity as
to when demand for air tr
avel will recover to pre
-
pandemic levels. Th
e Company took a number of a
ctions in
response
to decreased demand and
EU flight restrictions, including g
rounding a substantial portion of its fleet throughout fiscal
years 2021 and 2022, re
ducing flight schedules and redu
cing capital and operating exp
enditures (including by
postponing projects de
emed non
-
c
ritical to the
Company's operations, cancelling share buybacks, implemen
ting
restructurings, contr
olling discretionary spending, and reneg
otiating contractual terms and conditions (
including
salaries with personnel, air
ports, aircraft suppli
ers an
d vendors). The Company may also take add
itional actions to
improve its financial position, including measures to improve liquidity. Ryanair's reduction in expenditures, measures to
improve liquidity
or other strategic actions
that it may take in
the
fu
ture in response to Covid
-
19 may not be effective in
offsetting decreased dema
nd, whic
h could result in a material adverse effect on the Company’s bu
siness, results of
operations, financial condition and
liquidity.
In addition, Ryanair has inc
urred, an
d may continue to
incur, significant Covid
-
19 related costs for enhan
ced
aircraft cleaning and additi
onal procedures to limit transmission am
ong its personnel and customers. Alth
ough these
procedures are curren
tly elective, the industr
y may in the future b
e subject
to further cleaning and safety m
easures,
which may be costly and take a significant amount of time to implement. These measures, individually and combined,
could have a material adverse impact on the Company’
s business.
The full extent of the o
ngoing impact of Covid
-
19 on the Comp
any’s longer
-
term operational and financial
performance will depend on future developments, m
any of which are outside o
f the Company’s control, including
the
duration and spread of Covid
-
19 and related travel adv
isories
and restri
ctions, the impact of Covid
-
19 on overall long
-
term demand for air travel,
the impact of Covid
-
19 on the financial health and operations of the Company’
s business
partners, and future governmental actions, all of which are highly uncertain and c
annot be predicted. Even if t
he Covid
-
19 pandemic has now potentially mode
rated and the enhanced screenings,
quarantine requirements and travel
restrictions have been eased to a certain extent, the Company may co
ntinue to experience similar adverse effe
cts
to its
businesses, results of operations, finan
cial position and cash flows resulting from a re
cessionary global economic
environment that m
ay persist.
Finally, an outbreak of a
nother disease or similar public health th
reat, or fear of such an
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
66
65
SELECTED OPERATING AN
D OTHER DATA
The following tables set forth certain operating dat
a of Ryanair for each of the fiscal years shown. Such data
are derived from the Comp
any’s consolidated financial statements prepared in a
ccordance with IFRS and from certain
other data, and are not audited. For def
initions of the
terms
used in this table, see the Glossary in Appendix A.
Fiscal Year ended Ma
rch 31,
Operating Data:
2022
2021
2020
2019
2018
Operati
ng M
argin
(7)%
(51)%
13%
12%
23%
Break
-
even
Load
Factor
88%
108%
83%
83%
73%
Average
Booked
Pas
senger F
are (
€)
27.33
37.65
37.46
37.03
39.40
Ancillary Rev. p
er Booked Pa
ssenger (€)
22.13
21.80
19.71
17.14
15.48
Total R
ev. p
er Book
ed Pass
enge
r (€)
49.47
59.45
57.17
54.17
54.88
Cost P
er Bo
oked P
asseng
er (€)
52.97
89.95
49.58
47.01
42.08
Average Fuel C
ost per U.S. Gall
on (€)
1.92
1.74
2.06
1.79
1.65
Fiscal Year ended Ma
rch 31,
Other Data:
2022
2021
2020
2019
2018
Revenue
Pas
sengers
Booked (milli
ons)
97
28
149
142
130
Booked P
assen
ger Loa
d Fact
or
82%
71%
95%
96%
95%
Average Sector Length
(miles)
772
776
761
774
775
Sectors Flown
620,524
204,828
823,897
789,771
725,044
Number of Airp
orts Served at Pe
riod End
223
225
242
219
216
Average
Daily
Fligh
t
Hour
Utilization
(hours)
6.88
2.37
9.11
9.02
9.13
Team M
embers
at Peri
od En
d
19,116
15,016
17,268
16,840
14,583
Team Members per Aircraft at Period
End
38
33
37
36
34
66
RISK FACTORS
Risks Related to the Company
The C
ovid
-
1
9 pandemic and me
asures to reduce
its spread have had
, and will li
kely continue t
o have, a mater
ial
adverse impact
on the Company’s
business, results
of operations, fin
ancial condition and
liquidity
. In December 20
19, a
novel strain of coronavirus (“Covid
-
1
9”) was reported in Wuhan, China, and the World Health Organization
(“WHO”)
subsequently declared C
ovid
-
19 a “Public Health Em
ergen
cy o
f Internati
onal Concern”. At various t
imes since February
2020, governments globally have implemented
a range of travel restrictio
ns including lockdo
wns, “do
not travel”
advisories, restrictions on tr
avel from certain international locations, enhan
ced
airp
ort screenings, mandatory q
uarantine
requirements, and
other similar measures. Other gove
rnmental restrictions and r
egulations in the future in response to
Covid
-
19
could include additional tr
avel restrictions, quarantines
of additional populations (in
cluding the Comp
any’s
personnel), restrictions on our ability to access our facilities or aircraft or requirements to collect additional passenger
data. In addition, g
overnments, non
-
g
overnmental orga
nizations and entities in the p
rivate sector have issued
and may
continue to issue n
on
-
binding advisories
or recommendations
regarding air travel
or other social distancing measu
res,
including limitations on the
number of persons that sho
uld be present at public gatherings. Finall
y, wariness among the
publ
ic of
travel by aircraft due to the p
erceived risk of health impacts, as well as cance
lations of conventions,
conferences, sporting even
ts, concerts and other similar events, the closure of popular tourist destinations and the
increased use of videoconferencing
, have resulted in an unprecedented decline i
n business and leisure travel. While
restrictions have been gra
dually eased globally, there is no indication of when these
restrictions may be fully lifted,
whether and when they may be fu
lly or partly reimposed
or when demand may return fully to pre
-
pandem
ic levels.
Ryanair began experiencing a substantial decline in international and domestic demand related to Covid
-
19
during the quarter ended March 31, 202
0, and this reduction in demand continued throughout
fiscal year 2021 and
into
the first half of fiscal year 2022, with the second half adversely imp
acted by the Omicron variant. There is no clarity as
to when demand for air tr
avel will recover to pre
-
pandemic levels. Th
e Company took a number of a
ctions in
response
to decreased demand and
EU flight restrictions, including g
rounding a substantial portion of its fleet throughout fiscal
years 2021 and 2022, re
ducing flight schedules and redu
cing capital and operating exp
enditures (including by
postponing projects de
emed non
-
c
ritical to the
Company's operations, cancelling share buybacks, implemen
ting
restructurings, contr
olling discretionary spending, and reneg
otiating contractual terms and conditions (
including
salaries with personnel, air
ports, aircraft suppli
ers and vendors). The Company may als
o take additional actions to
improve its financial position, including measures to improve liquidity. Ryanair's reduction in expenditures, measures to
improve liquidity
or other strategic actions
that it may take in
the
fu
ture in response to Covid
-
19 may not be effective in
offsetting decreased dema
nd, whic
h could result in a material adverse effect on the Company’s bu
siness, results of
operations, financial condition and
liquidity.
In addition, Ryanair has inc
urred, an
d may continue to
incur, significant Covid
-
19
related costs for enhanced
aircraft cleaning and additi
onal procedures to limit transmission am
ong its personnel and customers. Alth
ough these
procedures are curren
tly elective, the industr
y may in the future b
e subject
to further cleaning and safety m
easures,
which may be costly and take a significant amount of time to implement. These measures, individually and combined,
could have a material adverse impact on the Company’
s business.
The full extent of the o
ngoing impact of Covid
-
19 on the Comp
any’s longer
-
term operational and financial
performance will depend on future developments, m
any of which are outside o
f the Company’s control, including
the
duration and spread of Covid
-
19 and related travel adv
isories
and restri
ctions, the impact of Covid
-
19 on overall long
-
term demand for air travel,
the impact of Covid
-
19 on the financial health and operations of the Company’
s business
partners, and future governmental actions, all of which are highly uncertain and c
annot be predicted. Even if t
he Covid
-
19 pandemic has now potentially mode
rated and the enhanced screenings,
quarantine requirements and travel
restrictions have been eased to a certain extent, the Company may co
ntinue to experience similar adverse effe
cts
to its
businesses, results of operations, finan
cial position and cash flows resulting from a re
cessionary global economic
environment that m
ay persist.
Finally, an outbreak of a
nother disease or similar public health th
reat, or fear of such an
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
68
67
67
event, that
affe
cts travel demand, travel behavior or travel restrictions could have a material adverse impact on the
Company's business, financial condition and operat
ing results. Outbreaks of other diseases could also result in
increased government rest
rictions and
regulation, such as those actions described above or otherwis
e, which could
adversely affect the Company’s operati
ons.
Covid-
19 has disrupted th
e Company’s strategic growth plans.
Covid
-
19 has disrupted the Comp
any’s strategic
growth plans in the near term, and there are risks to its business, operating results and financial condition associated
with executing its strategic growth plans in the long term. In developing its strategic growth plans, the Company makes
certain assumptions, including, but not limited to, those related to customer demand, competit
ion, market consolidation,
the availability of aircraft and the global economy. Actual economic, market and other conditions have been and may
continue to be different fro
m its assumptions. Demand was an
d may continue to
be, significantly impacted by Covid
-
19,
which has materially disrupted the timely execution of the Company’s strategic operating plans, including pla
ns to add
capacity in fiscal year 2023
. If the Company does not successful
ly execute or a
djust its strategic gro
wth plans in the
long term, or if actual resu
lts continue to vary signifi
cantly from its prior assumpti
ons or vary significantly from its fu
tu
re
assumptions, the Compan
y’s business, operating results and financial conditi
on could be
materially and adversely
impacted.
Ryanair is subj
ect to cyber
security risks and m
ay incur increasing
costs in an ef
fort to minimize tho
se risks.
As
almost all of Ryanair’s reservations are made through its website and mobile app, security breaches could expose it to
a risk of loss or m
isu
se of customer information, litigation and potential liability. A
third
-
part
y service organization is
used for the reserv
ation process which is also sub
ject to cyber security
risks. Ryanair secures
its website and follows
the National Institute of Standards and Technolog
y Cyber Security Framework. Nevertheless, the security measures
which have been or will be implemented may not be effective, and Ry
anair’s systems may be vulnerable to theft, loss,
damage and interruption from a number of potential sources a
nd events
, including unauthorized access or security
breaches, cyber
-
attacks, com
puter viruses, power loss, or other disruptive events. Ryanair may not have the resources
or technical sophisticati
on to anticipate or prevent rapidly evolving types
of cyber
-
attacks. Attacks may be t
argeted at
Ryanair, its customers and sup
pliers, or others who have entrusted it with information.
Ryanair is subject to
increasingly complex d
ata protection laws and
regulations
. Ryanai
r’s business involves the
processing and storage on a large scale of personal data relating to its customers, employees, business partners and
others.
Ryanair is subject to the European Union’s
General Data Protection Regulation 2016
/679 (the “GDPR”) (w
hich
became fully applicable
on May 25, 2018) a
s well as relevant nati
onal implementing legislati
on (Irish Data Protection
Act 2018), which
impose
a number of significant obligations and requirements upon subject companies. Ensuring
compliance with dat
a protection laws is an ong
oing commitment whi
ch inv
olves substantial costs, and it i
s possible
that, despite Ryanair’s eff
orts, governmental authorities or third pa
rties will assert that Ryanair’s busines
s practices fail
to comply with these la
ws and regulations. If its operati
ons are found to be in viola
ti
on of any of such laws and
regulations, Ryanair may be sub
ject to significant
civil, criminal and administra
tive damages, penalties and fines, as well
as reputational harm, which could have a material adverse effect on its business, financi
al condition o
r results of
operations.
Changes in
fuel costs and
availability affect the
Company’
s results.
Jet fuel is sub
ject to wide price fluctuations
as a result of many economic and political factors and events occurring throughout the world that Ryanair can neit
her
control nor accura
tely predict, including increases
in demand, sudden dis
ruptions in supply and
other concerns about
global supply, as well as market speculation. Oil prices in fisca
l year 2022 increased when compared to fiscal year 2021
and increased
significantly
following Russia’s invasion of Ukraine in Februar
y 2022. As international prices for jet fuel
are denominated in U.S. dollars, R
yanair’s fuel costs are also subject to certain exchange ra
te risks. Substantial price
increases, adverse ex
change
rates, or the unavailability of adequa
te fuel supplies, including,
witho
ut limitati
on, any such
events resulting from
international terrorism, pro
longed hostilities in Central Eas
tern Europe, the Middle East
or other
oil
-
producing regions or the susp
ensio
n of production by any significant producer, may adversely affect Ryanair’s
profitability. In the event of a fuel short
age resulting from a disruption of oil impo
rts or otherwise, additional increases
in fuel prices or a curtailment of scheduled services c
ould result.
68
Ryanair enters into hedging arrangements
providing for substantial protection agai
nst fluctuations in fuel prices,
generally through fo
rward contracts or fuel c
all options covering peri
ods of up to 24 months of anti
cipated jet fuel
requirements. Ryanair is
exposed to risks arising from fluctuations in the price of fuel, and movements in the euro/U.S.
dollar exchange rate because of the limited nature of its hedging program, especially in light of recent volatility in the
relevant currency and
commodity marke
ts. Any movements in fuel
costs could have a material adv
erse effect on
Ryanair’s financial performance. In addition, any strengthen
ing of the U.S.
dollar against the euro could have an adverse
effect on the cost of buying fuel in euro.
No assurances whatsoever can be g
iven about trends i
n fuel prices. Average fuel prices for future years may be
significantly higher than
current prices. There also cannot b
e any assurance that Ryanair’s cu
rrent or any future
arrangements will be adequ
ate to protect Ryanai
r from increases in the
price of fuel or that Ryanair
will not incur losses
due to high fuel prices, either alone
or in combination with other factors. Be
cause of Ryanair’s low fares as
well as
Ryanair’s expansion plans, which
could have a negative impact
on yields, its ability to pass on increased fuel
costs to
passengers through increased
fares or otherwise is somewhat limited. The expansion of Ryanair’s fleet has resulted
and will likely (in coming years) continue to resul
t in an increase in Ryanair’s ag
gregate fuel consumption.
Additionally, declines in the price of oil and/or capacity declines may expose Ryanair to some risk of hedging
losses and hedge ineffectiv
eness that could lead to negative effects, including income statemen
t volatility on Ryanai
r’s
financial condition and/or results of operations.
The Company may not be s
uccessful in increasing fares to cover rising
business costs.
Ryanair operates a low
-
fares airline. The success of its business model depends on its ability to control costs so
as to deliver low fares while
at the same time earning a profit. Ryanair has limite
d control over its fuel costs and already has comparatively low
operating costs. In periods of high fuel costs, if Ry
anair is unable to further reduce its other operating c
osts or generate
additional revenues,
operating profits are likely to fall. Furtherm
ore, as part of its change in m
arketing and airport
strategy, the Company exp
ects increased marketing and advertising
costs along with higher airport charges
at primary
air
ports to which it operates. Ryanair cannot offer any assurances regarding its future profitability. Changes in fuel costs
and availability could have
a material adverse impact on Ry
anair’s results. See “
Th
e Company faces significant pri
ce
and other pressu
res
in a highly competitive environm
ent” and “
Changes in
Fuel Costs and Availability Affect the
Company’s Results”.
The Company faces sig
nificant price and other pr
essures in a highly competitive e
nvironment.
Ryanair operat
es
in a highly competitive mar
k
etplace, with a numbe
r of low
-
fare, tradit
ional and charter airlines
competing throughout its
route network. Airlines comp
ete primarily in respect of fare levels, frequency and dependab
ility
of service, name
recognition, passenger am
enities (such as access
to
frequent flyer programs), and the availabilit
y and convenience of
other passenger services.
Unlike Ryanair, certain competitors are state
-
owned
or state
-
controlled flag carriers and in
some cases may have greater name re
cognition and resources and may
have received, or m
ay receive in the future,
significant amounts of su
bsidies and other st
ate aid from their respective g
overnments as happened (and
may continue
to happen) during the Covid
-
19 pandemic. In addition, the EU
-
U.S. Open Skies Agreement allo
ws U.S. carriers to offer
services in the intra
-
EU market, which could eventu
ally result in increased competition in the EU market. See “Item
4
.
Information on the Company
Government Regulation
European Union.”
The airline industry is highl
y susceptible to pri
ce discounting, in part bec
ause airlines incur very low margin
al
costs for providing service
to passengers occupying otherwise unsold seats.
Both low
-
fare and traditional airlines
sometimes offer lo
w fares in direct competition
with Ryanair across a sign
ificant p
roportion of its route net
work as a
result of the liberalization of the EU air transport market and greater public acceptance of the low
-
far
es model. There is
no guarantee that lower fue
l prices will not lead to greater price comp
etition and encou
rage new entrants to the market
in the short to medium ter
m.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
68
67
event, that
affe
cts travel demand, travel behavior or travel restrictions could have a material adverse impact on the
Company's business, financial condition and operat
ing results. Outbreaks of other diseases could also result in
increased government rest
rictions and
regulation, such as those actions described above or otherwis
e, which could
adversely affect the Company’s operati
ons.
Covid-
19 has disrupted th
e Company’s strategic growth plans.
Covid
-
19 has disrupted the Comp
any’s strategic
growth plans in the near term, and there are risks to its business, operating results and financial condition associated
with executing its strategic growth plans in the long term. In developing its strategic growth plans, the Company makes
certain assumptions, including, but not limited to, those related to customer demand, competit
ion, market consolidation,
the availability of aircraft and the global economy. Actual economic, market and other conditions have been and may
continue to be different fro
m its assumptions. Demand was an
d may continue to
be, significantly impacted by Covid
-
19,
which has materially disrupted the timely execution of the Company’s strategic operating plans, including pla
ns to add
capacity in fiscal year 2023
. If the Company does not successful
ly execute or a
djust its strategic gro
wth plans in the
long term, or if actual resu
lts continue to vary signifi
cantly from its prior assumpti
ons or vary significantly from its fu
tu
re
assumptions, the Compan
y’s business, operating results and financial conditi
on could be
materially and adversely
impacted.
Ryanair is subj
ect to cyber
security risks and m
ay incur increasing
costs in an ef
fort to minimize tho
se risks.
As
almost all of Ryanair’s reservations are made through its website and mobile app, security breaches could expose it to
a risk of loss or m
isu
se of customer information, litigation and potential liability. A
third
-
part
y service organization is
used for the reserv
ation process which is also sub
ject to cyber security
risks. Ryanair secures
its website and follows
the National Institute of Standards and Technolog
y Cyber Security Framework. Nevertheless, the security measures
which have been or will be implemented may not be effective, and Ry
anair’s systems may be vulnerable to theft, loss,
damage and interruption from a number of potential sources a
nd events
, including unauthorized access or security
breaches, cyber
-
attacks, com
puter viruses, power loss, or other disruptive events. Ryanair may not have the resources
or technical sophisticati
on to anticipate or prevent rapidly evolving types
of cyber
-
attacks. Attacks may be t
argeted at
Ryanair, its customers and sup
pliers, or others who have entrusted it with information.
Ryanair is subject to
increasingly complex d
ata protection laws and
regulations
. Ryanai
r’s business involves the
processing and storage on a large scale of personal data relating to its customers, employees, business partners and
others.
Ryanair is subject to the European Union’s
General Data Protection Regulation 2016
/679 (the “GDPR”) (w
hich
became fully applicable
on May 25, 2018) a
s well as relevant nati
onal implementing legislati
on (Irish Data Protection
Act 2018), which
impose
a number of significant obligations and requirements upon subject companies. Ensuring
compliance with dat
a protection laws is an ong
oing commitment whi
ch inv
olves substantial costs, and it i
s possible
that, despite Ryanair’s eff
orts, governmental authorities or third pa
rties will assert that Ryanair’s busines
s practices fail
to comply with these la
ws and regulations. If its operati
ons are found to be in viola
ti
on of any of such laws and
regulations, Ryanair may be sub
ject to significant
civil, criminal and administra
tive damages, penalties and fines, as well
as reputational harm, which could have a material adverse effect on its business, financi
al condition o
r results of
operations.
Changes in
fuel costs and
availability affect the
Company’
s results.
Jet fuel is sub
ject to wide price fluctuations
as a result of many economic and political factors and events occurring throughout the world that Ryanair can neit
her
control nor accura
tely predict, including increases
in demand, sudden dis
ruptions in supply and
other concerns about
global supply, as well as market speculation. Oil prices in fisca
l year 2022 increased when compared to fiscal year 2021
and increased
significantly
following Russia’s invasion of Ukraine in Februar
y 2022. As international prices for jet fuel
are denominated in U.S. dollars, R
yanair’s fuel costs are also subject to certain exchange ra
te risks. Substantial price
increases, adverse ex
change
rates, or the unavailability of adequa
te fuel supplies, including,
witho
ut limitati
on, any such
events resulting from
international terrorism, pro
longed hostilities in Central Eas
tern Europe, the Middle East
or other
oil
-
producing reg
ions or the suspensio
n of production by any significant producer, may adversely affect Ryanair’s
profitability. In the event of a fuel short
age resulting from a disruption of oil impo
rts or otherwise, additional increases
in fuel prices or a curtailment of scheduled services c
ould result.
68
Ryanair enters into hedging arrangements pro
viding for substantial protection against fluctuations in fuel prices,
generally through fo
rward contracts or fuel c
all options covering peri
ods of up to 24 months of anti
cipated jet fuel
requirements. Ryanair is
exposed to risks arising from fluctuations in the price of fuel, and movements in the euro/U.S.
dollar exchange rate because of the limited nature of its hedging program, especially in light of recent volatility in the
relevant currency and
commodity marke
ts. Any movements in fuel
costs could have a material adv
erse effect on
Ryanair’s financial performance. In addition, any strengthen
ing of the U.S.
dollar against the euro could have an adverse
effect on the cost of buying fuel in euro.
No assurances whatsoever can be given about trends in fuel prices. Average fuel prices for future years may be
significantly higher than
current prices. There also cannot b
e any assurance that Ryanair’s cu
rrent or any future
arrangements will be adequ
ate to protect Ryanai
r from increases in
the price of fuel or that Ry
anair will not incur losses
due to high fuel prices, either alone
or in combination with other factors. Be
cause of Ryanair’s low fares as
well as
Ryanair’s expansion plans, which
could have a negative impact
on yields, its ability to pass on increased fuel
costs to
passengers through increased
fares or otherwise is somewhat limited. The expansion of Ryanair’s fleet has resulted
and will likely (in coming years) continue to resul
t in an increase in Ryanair’s ag
gregate fuel consumption.
Additionally, declines in the price of oil and/or capacity declines may expose Ryanair to some risk of hedging
losses and hedge ineffectiv
eness that could lead to negative effects, including income statemen
t volatility on Ryanai
r’s
financial condition and/or results of operations.
The Company may not be s
uccessful in increasing fares to cover rising
business costs.
Ryanair operates a low
-
fares airline. The success of its business model depends on its ability to control costs so
as to deliver low fares while
at the same time earning a profit. Ryanair has limi
ted control over its fuel costs and
already has comparatively low
operating costs. In periods of high fuel costs, if Ry
anair is unable to further reduce its other operating c
osts or generate
additional revenues,
operating profits are likely to fall. Furtherm
ore, as part of its change in m
arketing and airport
strategy, the Company exp
ects increased marketing and advertising
costs along with higher airport charges
at primary
air
ports to which it operates. Ryanair cannot offer any assurances regarding
its future profitability. Changes in fuel costs
and availability could have
a material adverse impact on Ry
anair’s results. See “
Th
e Company faces significant pri
ce
and other pressu
res in a
highly competitive environm
ent” and “
Changes in
Fuel Costs and Availability Affect the
Company’s Results”.
The Company faces sig
nificant price and other pr
essures in a highly competitive e
nvironment.
Ryanair operat
es
in a highly competitive mar
k
etplace, with a numbe
r of low
-
fare, t
raditional and charter ai
rlines competing throug
hout its
route network. Airlines comp
ete primarily in respect of fare levels, frequency and dependab
ility
of service, name
recognition, passenger am
enities (such as access
to
frequent flyer programs), and the availabilit
y and convenience of
other passenger services.
Unlike Ryanair, certain competitors are state
-
owned
or state
-
controlled flag carriers and in
some cases may have greater name rec
ognition and resources and may
have received, or m
ay receive in the future,
significant amounts of su
bsidies and other st
ate aid from their respective g
overnments as happened (and
may continue
to happen) during the Covid
-
19 pandemic. In addition, the EU
-
U.S. Open Skies Agreement allows
U.S. carriers to offer
services in the intra
-
EU market, which could eventu
ally result in increased competition in the EU market. See “Item
4
.
Information on the Company
Government Regulation
European Union.”
The airline industry is highl
y susceptible to pri
ce discounting, in part bec
ause airlines incur very low margin
al
costs for providing service
to passengers occupying otherwise unsold seats.
Both low
-
fare and traditional airlines
sometimes offer lo
w fares in direct competition
with Ryanair across a sign
ificant p
roportion of its route net
work as a
result of the liberalization of the EU air transport market and greater public acceptance of the low
-
far
es model. There is
no guarantee that lower fue
l prices will not lead to greater price comp
etition and encou
rage new entrants to the market
in the short to medium ter
m.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
70
69
69
In addition to traditional comp
etitio
n among airline co
mpanies and charter operators who have entered the l
ow
-
fares market, the industry
also faces competition from ground transpor
tation (includ
ing high
-
speed rail sy
stems) and
sea transportation alternatives, as busines
ses and recreational travelers seek substitutes for ai
r travel.
Although Ryanair intends
to assert its rights against
any predatory pricing or
other similar conduct, pri
ce
compet
ition both among ai
rlines and between airlines
and ground and sea transp
ortation alternatives could r
educe the
level of fares and/or passenger traffic on Ryana
ir’s routes to the point where profitability may not be achievabl
e.
Ryanair has
a significant
a
mount
of debt and fi
xed obligations, and
insufficient liquidi
ty may have a
material
adverse effect on th
e Company’s financial
condition.
Ryanair carries, and will contin
ue to carry for the foreseeable future,
a substantial am
ount of debt related to air
craf
t financi
ng commitments, as well a
s commitments for mainte
nance and
other obligations. Although the Company has historically been able to generate sufficient cash flow from operations to
pay debt and other fixed
obligations when they become du
e, the impact
s of Covid
-
19 and other risks des
cribed in this
report may limit the Company’s ability to do so in the future and may adversely affect its overall liquidity. As a result, th
e
Company has incurred and will continue to seek new fi
nancing sources to fund its
operations for the unknown duration
of any economic recovery period. Al
though the Company has issued two Eurob
onds (for an aggregate nominal amount
of €2.05bn) in the period since September 1, 2020, volatility and uncertaint
y in the global markets generall
y, a
nd the air
transportation industry specifically, may make it difficult for Ryanair to raise additional capital on acceptable terms, or
at all. Additionally, future debt agreements may contain more restrictive covenants or require security beyond histor
ical
market terms, which may restrict Ryana
ir’s ability to successfully access capital.
The Company faces leg
al challenges by regulatory
authorities and consumers due
to delays in the processing of
cash refunds durin
g the Covid
-
19 pandemic
and its polic
y of offering tr
avel vouchers in
lieu of cash re
funds in the interim
.
EU Regulation (EC) No. 26
1/2004 requires airlines to offer passengers
affected by a flight cancellation the
option to
choose between re
-
routing to their final destination (at the earliest
opportunity or at a later date
at the passenger’s
convenience) and reimbursem
ent of their ticket price wit
hin seven days. The reim
bursement may be issued in cash or,
where the passenger so ac
cepts, in the form of a travel vou
cher. Ryanair experienced consi
derable del
ays in processing
cash refunds in the first few months of the Covid
-
19 crisis due to staff shortage linked to lockd
own restrictions and an
unprecedented high rate o
f flight cancellations. From Ju
ne 2020 onwards, staff began to return to the offi
ce in the
Company’s custome
r service centers, which allowed
Ryanair to clear the backlog
of reimbursement requests b
y the end
of that Summer and to begin processing the majority of cash refund requests within seven da
ys. The initial delay in
processing cas
h refunds
led Ryanair to consider the al
ternative of offering travel
vouchers to passengers
who claimed
reimbursement, with passe
ngers retaining the ability to request that their voucher b
e redeemed for cash at any time.
Ryanair believes that its pol
icy
wa
s in line wit
h the requirements of the ‘European Commissi
on’s Recommendation (EU)
2020/648 of 13 May 2020 on vouchers offered t
o passengers and travelers as
an alternative to reimbursement for
cancelled package travel and transport services in the context
of the COVID
-
19 pandemic’ (“the Rec
ommendation”), in
which the Commission recognized airlines’ righ
t to o
ffer travel vouchers as long as t
he offer does not affect passengers’
right to opt for a cash refund instead.
While national author
ities responsible
for the enforce
ment of EU Regulation (EC) No. 26
1/2004 have generally
recognized Ryanair’s effort
s and accepted that the seven days’ deadline provided for by the Regulation to process
refunds should be interpreted in a reasonable manner in light of the ci
rcumstances of the Covid
-
1
9 crisis, there is a risk
that some authorities or co
urts may find Ryanair’s inability during the initial stages of the Covid
-
19 pandem
ic to process
refunds within a timeframe acceptable to them, or certain terms of the Company’s
travel vouchers, to be in
breach of
the Regulation. Further, so
me consumer protection enforcement autho
rities or courts may ultimately find
Ryanair’s
decision to encourage passeng
ers to accept travel vouchers in lieu of a cash refund to amount to a breach
of the
information obligations
contained in the Regulation a
nd/or an unfair commercia
l practice, but the Company does n
ot
consider that such findings
would have a material adverse effect on the resu
lts of operations or financial c
ondition of
Ryanair.
70
Rya
nair has se
asonally grounded airc
raft.
In prior
years, in response to typically lower traffi
c and yields from
November to March (inclus
ive) (“winter”), higher airport charges and/
or taxes and, at times, higher fuel prices, Ryanair
adopted a policy of groun
ding a certain portion of its fleet during
the winter months. Ryanair carries out the m
ajority of
scheduled heavy maintena
nce during the winter months which also results in the
grounding of aircraft. The Company
intends to continue grounding
aircraft in fi
scal year 202
3. Ryanair’s policy of seasonally grounding aircraft
presents
some risks. While Ryanair seeks to implemen
t its seasonal grounding policy in a way that will allow it to reduce the
negative impact on operati
ng income by operating flights du
ring
periods of high oil prices to high cost airports at low
winter yields, there can be no assurance that this stra
tegy will be successful.
While seasonal grounding does reduce Ryanair’s
variable operating costs, it does not avoid fixed costs such as
aircraft ownership costs, and it also decreases Ryana
ir’s potential to earn ancillary revenues. Decreasing the numb
er
and frequency of flights ma
y also negatively affect Ryanair’s labor relations, including its ability to attract flight personnel
interested in year
-
round em
ployment. Such risks could lead to negative effects on Ryanair’s financial condition and/or
results of operations.
The
Company will in
cur significant costs acquiring new
aircraft and any instability in th
e credit and capital markets
could negatively imp
act Ryanair’s abi
lity to obtain fin
ancing on accept
able terms
. Ryanair’s continued gro
wth is dependent
upon its ability to
acquire add
itional aircraft to meet additional capacity needs and
to replace older aircraft.
Ryanair had
500 aircraft in its fleet at March 31, 2022 and expects to rec
eive an additional 149 Boeing 737
-
8200 aircraft during fiscal
years 2023 to 2025 inclusi
ve, pursuant to a con
tract with the Boeing Compan
y (“Boeing,” and such contrac
t inclusive of
subsequent amendments, the “2014 Boeing Contract”).
Ryanair expec
ts to have approximately 620 narrow
-
body aircraft
in its fleet following delivery of all the Boein
g 737
-
8200 aircraft, depending on the level of lease returns, Boeing’s ability
to fulfill the 2014 Boeing Co
ntract and aircraft disposal
s
.
For additional informati
on on the Company’s aircraft
fleet and
expansion plans, see “
A majority of Ryanair’s aircr
af
t and certain p
arts are sourced fr
om a single supplier; theref
ore,
Ryanair would be materially and adversel
y affected if such supplier were unable to provide additional equipm
ent or
support,” and “Item 4. Information on the Company
Aircraft” and “Item 5. O
perating and Financial Review and
Prospects
Liquidit
y and Capital Resources”.
There can b
e
no assurance that this planned expansion will not outpace
the growth of passenger traffic on Ryanair’s routes or that traffic
growth will not prove to be greater tha
n the expanded
fleet can accommodate. In either case, such developments could have a material adverse effect on the Company’s
business, results of operations, and finan
cial condition.
As a result of a 2013 purchase agreement with Boeing
(the “
2013 Boeing
Contra
ct”), the 2014 Boeing Contract
and other general corporate p
urposes, Ryanair has raised and expects to continue to raise substantial deb
t financing.
Ryanair’s ability to raise unsecured or secured debt to pay for aircraft is subject t
o potential vola
tility in the w
orldwide
financial markets. Addition
ally, Ryanair’s ability to raise unsecured or secured
debt to pay for aircraft as they are
delivered is subject to vari
ous conditions imposed by the counterp
arties and debt markets to such l
oan facilities
and
related loan guarantees, and any future financing is expected to be sub
ject to similar co
nditi
ons. Any failure by Ryanair
to comply with such
conditions and any failure to r
aise necessary amounts
of unsecured or secured deb
t to pay for
aircraft, would
have a material adverse effect on its resu
lts of operations and financial condition.
Using the debt capital mar
kets to finance the Company requires the C
ompany to retain its investment gra
de
credit ratings (the Compan
y has a BBB (stable) credit rating f
rom both S&P and Fitch Ratings).
There is a risk that the
Group will be unable,
or unwilling, to access these mar
kets if it is downgraded or i
s unable to retain its investm
ent grade
credit ratings and this could lead to a higher cost of fi
nance for the Gro
up and a
material adverse effect on its results
and financial condition.
Ryanair has previously entered into significant deriva
tive tra
nsactions intended to hedg
e some of its aircraft
acquisition-
related deb
t obligations. These derivative transactions exp
ose Ryanair to cert
ain risks and could have
adverse effects on its results of operations and financial condition. See “Item 11. Quantitative and Qualitative
Disclosures About Market
Risk.”
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
70
69
In addition to traditional comp
etitio
n among airline co
mpanies and charter operators who have entered the l
ow
-
fares market, the industry
also faces competition from ground transpor
tation (includ
ing high
-
speed rail sy
stems) and
sea transportation alternatives, as busines
ses and recreational travelers seek substitutes for ai
r travel.
Although Ryanair intends
to assert its rights against
any predatory pricing or
other similar conduct, pri
ce
compet
ition both among ai
rlines and between airlines
and ground and sea transp
ortation alternatives could r
educe the
level of fares and/or passenger traffic on Ryana
ir’s routes to the point where profitability may not be achievabl
e.
Ryanair has
a significant
a
mount
of debt and fi
xed obligations, and
insufficient liquidi
ty may have a
material
adverse effect on th
e Company’s financial
condition.
Ryanair carries, and will contin
ue to carry for the foreseeable future,
a substantial am
ount of debt related to air
craf
t financi
ng commitments, as well a
s commitments for mainte
nance and
other obligations. Although the Company has historically been able to generate sufficient cash flow from operations to
pay debt and other fixed
obligations when they become du
e, the impact
s of Covid
-
19 and other risks des
cribed in this
report may limit the Company’s ability to do so in the future and may adversely affect its overall liquidity. As a result, th
e
Company has incurred and will continue to seek new fi
nancing sources to fund its
operations for the unknown duration
of any economic recovery period. Al
though the Company has issued two Eurob
onds (for an aggregate nominal amount
of €2.05bn) in the period since September 1, 2020, volatility and uncertaint
y in the global markets generall
y, a
nd the air
transportation industry specifically, may make it difficult for Ryanair to raise additional capital on acceptable terms, or
at all. Additionally, future debt agreements may contain more restrictive covenants or require security beyond histor
ical
market terms, which may restrict Ryana
ir’s ability to successfully access capital.
The Company faces leg
al challenges by regulatory
authorities and consumers due
to delays in the processing of
cash refunds durin
g the Covid
-
19 pandemic
and its polic
y of offering tr
avel vouchers in
lieu of cash re
funds in the interim
.
EU Regulation (EC) No. 26
1/2004 requires airlines to offer passengers
affected by a flight cancellation the
option to
choose between re
-
routing to their final destination (at the earliest
opportunity or at a later date
at the passenger’s
convenience) and reimbursem
ent of their ticket price wit
hin seven days. The reim
bursement may be issued in cash or,
where the passenger so ac
cepts, in the form of a travel vou
cher. Ryanair experienced consi
derable del
ays in processing
cash refunds in the first few months of the Covid
-
19 crisis due to staff shortage linked to lockd
own restrictions and an
unprecedented high rate o
f flight cancellations. From Ju
ne 2020 onwards, staff began to return to the offi
ce in the
Company’s custome
r service centers, which allowed
Ryanair to clear the backlog
of reimbursement requests b
y the end
of that Summer and to begin processing the majority of cash refund requests within seven da
ys. The initial delay in
processing cas
h refunds
led Ryanair to consider the al
ternative of offering travel
vouchers to passengers
who claimed
reimbursement, with passe
ngers retaining the ability to request that their voucher b
e redeemed for cash at any time.
Ryanair believes that its pol
icy
wa
s in line wit
h the requirements of the ‘European Commissi
on’s Recommendation (EU)
2020/648 of 13 May 2020 on vouchers offered t
o passengers and travelers as
an alternative to reimbursement for
cancelled package travel and transport services in the context
of the COVID
-
19 pandemic’ (“the Rec
ommendation”), in
which the Commission recognized airlines’ righ
t to o
ffer travel vouchers as long as t
he offer does not affect passengers’
right to opt for a cash refund instead.
While national author
ities responsible
for the enforce
ment of EU Regulation (EC) No. 26
1/2004 have generally
recognized Ryanair’s effort
s and accepted that the seven days’ deadline provided for by the Regulation to process
refunds should be interpreted in a reasonable manner in light of the ci
rcumstances of the Covid
-
19
crisis, there is a risk
that some authorities or c
ourts may find Ryanair’s inability during
the initial stages of the Covid
-
19 pandemic to process
refunds within a timeframe acceptable to them, or certain terms of the Company’s
travel vouchers, to be in
breach of
the Regulation. Further, so
me consumer protection enforcement autho
rities or courts may ultimately find
Ryanair’s
decision to encourage passeng
ers to accept travel vouchers in lieu of a cash refund to amount to a breach
of the
information obligations
contained in the Regulation a
nd/or an unfair commercia
l practice, but the Company does n
ot
consider that such findings
would have a material adverse effect on the resu
lts of operations or financial c
ondition of
Ryanair.
70
Rya
nair has se
asonally grounded airc
raft.
In prior
years, in response to typically lower traffi
c and yields from
November to March (inclus
ive) (“winter”), higher airport charges and/
or taxes and, at times, higher fuel prices, Ryanair
adopted a policy of groun
ding a certain portion of its fleet during
the winter months. Ryanair carries out the m
ajority of
scheduled heavy maintena
nce during the winter months which also results in the
grounding of aircraft. The Company
intends to continue grounding
aircraft in fi
scal year 202
3. Ryanair’s policy of seasonally grounding aircraft
presents
some risks. While Ryanair seeks to implemen
t its seasonal grounding policy in a way that will allow it to reduce the
negative impact on operati
ng income by operating flights du
ring
periods of high oil prices to high cost airports at low
winter yields, there can be no assurance that this stra
tegy will be successful.
While seasonal grounding does reduce Ryanair’s
variable operating costs, it does not avoid fixed costs such as
aircraft ownership costs, and it also decreases
Ryanair’s potential to earn ancillary revenues. Decreasing
the number
and frequency of flights ma
y also negatively affect Ryanair’s labor relations, including its ability to attract flight personnel
interested in year
-
round em
ployment. Such risks could lead to negative effects on Ryanair’s financial condition and/or
results of operations.
The
Company will in
cur significant costs acquiring new
aircraft and any instability in the c
redit and capital markets
could negatively imp
act Ryanair’s abi
lity to obtain fin
ancing on accept
able terms
. Ryanair’s continued gro
wth is dependent
upon its ability to
acquire additional aircraf
t to meet additional capacity needs and
to replace older aircraft.
Ryanair had
500 aircraft in its fleet at March 31, 2022 and expects to rec
eive an additional 149 Boeing 737
-
8200 aircraft during fiscal
years 2023 to 2025 inclusi
ve, pursuant to a con
tract with the Boeing Compan
y (“Boeing,” and such contrac
t inclusive of
subsequent amendments, the “2014 Boeing Contract”).
Ryanair expec
ts to have approximately 620 narrow
-
body aircraft
in its fleet following delivery of all the Boein
g 737
-
8200 aircraft, depending on the level of lease returns, Boeing’s ability
to fulfill the 2014
Boeing Contract and aircraft disp
osals
.
For addition
al information on the Comp
any’s aircraft fleet and
expansion plans, see “
A
majority of Ryanair’s aircr
af
t and certain p
arts are sourced fr
om a single supplier; theref
ore,
Ryanair would be materially and adversel
y affected if such supplier were unable to provide additional equipm
ent or
support,” and “Item 4. Information on the Company
Aircraft” and “Item 5. O
perating and Financial Review and
Prospects
Liquidit
y and Capital Resources”.
There can b
e
no assurance that this planned expansion will not outpace
the growth of passenger traffic on Ryanair’s routes or that traffic
growth will not prove to be greater tha
n the expanded
fleet can accommodate. In either case, such developments could have a material adverse effect on the Company’s
business, results of operations, and finan
cial condition.
As a result of a 2013 purchase agreement with Boeing
(the “
2013 Boeing
Contra
ct”), the 2014 Boeing Contract
and other general corporate p
urposes, Ryanair has raised and expects to continue to raise substantial deb
t financing.
Ryanair’s ability to raise unsecured or secured debt to pay for aircraft is subject t
o potential vola
tility in the wo
rldwide
financial markets. Addition
ally, Ryanair’s ability to raise unsecured or secured
debt to pay for aircraft as they are
delivered is subject to vari
ous conditions imposed by the counterp
arties and debt markets to such l
oan facilities
and
related loan guarantees, and any future financing is expected to be sub
ject to similar conditions. Any failure by Ryanair
to comply with such
conditions and any failure to r
aise necessary amounts
of unsecured or secured deb
t to pay for
aircraft, would
have a material adverse effect on its resu
lts of operations and financial condition.
Using the debt capital mar
kets to finance the Company requires the C
ompany to retain its investment gra
de
credit ratings (the Compan
y has a BBB (stable) credit rating f
rom both S&P and Fitch Ra
tings). There is a risk that the
Group will be unable,
or unwilling, to access these mar
kets if it is downgraded or i
s unable to retain its investm
ent grade
credit ratings and this could lead to a higher cost of fi
nance for the Gro
up and a
material adverse effect on its results
and financial condition.
Ryanair has previously entered into significant deriva
tive tra
nsactions intended to hedg
e some of its aircraft
acquisition-
related deb
t obligations. These derivative transactions exp
ose Ryanair to cert
ain risks and could have
adverse effects on its results of operations and financial condition. See “Item 11. Quantitative and Qualitative
Disclosures About Market
Risk.”
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
72
71
71
Currency fluctuati
ons affect the Comp
any’s results.
Although the C
ompany is headquart
ered in Ireland, a
significant portion of its operations are c
onducted in the U.K. Consequent
ly, the Group has significant operating
revenues and operating expenses, as well as assets and liabilities, denominated in U.K. pounds sterling.
In addit
ion, fuel,
aircraft, insurance, aircraf
t leases and some maintenance obl
igations are denominated in U.S. dollars. Ryana
ir’s
operations and financial performan
ce c
an therefore be sig
nificantly affected by fluctuations in the values of the U.K.
poun
d
sterling and the U.S. dollar. Ry
anair is particularly vulnerable t
o direct exchange rate risks between the euro and
the U.S. dollar because a si
gnificant portion of its operating c
osts are incurred in U.S. dollars and
substantially none of
its revenues a
re denominated
in U.S. dollars.
Although the Company eng
ages in foreign currency hedging
transactions between the euro and the U.S. dollar
and, from time to time
, between the euro and the U.
K. pound sterling, hedging ac
tivities are not expected to elimina
t
e
currency risks. See “Item 11
. Quantitative and Qualitative Disclosures About M
arket Risk.”
A majority of Ryan
air’s aircraft and certain part
s are sourced from
a single supplier; therefore, Ryan
air would be
materially and ad
versely affected if such
supp
lier were unable to pr
ovide additional equip
ment or support.
Because Ryanair
currently sources the majority of its aircraft and many
related aircraft parts from Boeing, if Ryanair was unable to
acquire
additional aircraft from Bo
eing, or if Boeing was unable or unwilling to make timely deliveries of air
craft or to provide
adequate support for its products, Ryanair’s opera
tions could be materially and adversely affected.
The continuing un
certainty associated
with the Brexit
process could ad
versely affect
Ryanair’s bus
iness.
The
U.K.’s exit from the Europe
an Union on January 31, 2020 has had a significant imp
act
on the U.K. and the E
U. Further,
the implementation period u
nder which the U.K. remained subject to EU law for a limited period after the exit from
the
European Union ended on December 31, 2020
. The U.K. and the European Union announced on December 24, 2020 that
they had reached agreement on a Trade and Cooperation Agreement (the “EU
U.K. TCA”). The EU
U.K. TCA c
overs a
wide range of topics, including
trade in goods and in
services, digital trade, intell
ectual property, public procurement,
aviation and road transport, energ
y, fisheries, social security coordination, law enforcem
ent and judicial cooperation in
criminal matters, and them
atic cooperation
and
participation in EU programs.
The current and future arra
ngements between the EU and the U.K.,
including the EU
U.K. TCA, could d
irectly
impact Ryanair’s business i
n a number of ways. They include, inter alia, the status o
f the U.K. in relation to th
e EU’s open
air transport market, freedom of movement between the U.
K.
and the EU, and
employment, social security, tax and
customs rules between the
U.K. and the EU. Adverse changes to any of these arran
gements could potentially materi
ally
impact on Ryana
ir’s
financial condition and results of operations in the U.K. or oth
er markets Ryanair serves.
As a result of the EU
U.
K. TCA, flights between the U.K. and the EU can be offer
ed by any of the Company’s
airline subsidiaries. U.K. domestic flights and flig
hts b
etween the U.K. and non
-
EU destinations can, however, only be
operated by the Company’s U.K. subsidiary, Ryanair
U.K. Limited (“Ryanair U.K.”), which received an Air Operator
Certificate and Operating Li
cense (“U.K. AOC”) from the U.K. Civil Aviation
Authority (“U.K. CAA”)
in December 2018.
Ryanair is exposed to Brexit
-
related risks and uncertaint
ies, as approximately 17% of revenue in fiscal year 2022
came from operat
ions in the U.K., although this
was offset somewhat by
approximately 12% of R
yanai
r’s non
-
fuel costs
in fiscal year 2022 which were related to operations in
the U.K.
Brexit could also present Ryanair with a number of potential regulatory challenges. Brexit could lead to
potentially divergent national laws and regulations as the U.
K. continues to determine which EU laws (including, b
ut not
limited to, in respect of aviation safe
ty and security, consumer rights, data protect
ion, public health and the environment)
that it initially replicated on its exit from the EU
to ultimately amend or
abolish. It al
so requires special efforts to ensure
Ryanair’s continuing compl
iance with EU Regulation No. 1008
/2008, which requires that air carriers regis
tered in EU
member states be majority
-
owned and effectively controlled by EU nationals. The
Board o
f Directors has taken action
to ensure continuing comp
liance with EU Regulation No. 1008
/2008 after December 31, 2020, i.e., the date following
which U.K. holders of the Company’s shares are no lon
ger treated as EU nationals for the purposes of EU regulati
on No.
72
1008/2008. For additional informati
on, please see “
Risks Related to Ownership of the Company’s Ordin
ary Shares or
ADRs”.
Brexit has caused, and may continue to caus
e, both significant volatility in global stock markets and cur
rency
exchange rate fluctuations,
as well as create significant uncertainty am
ong U.K. businesses and investors. In p
articular,
to June 30, 2022, the pound sterling had lost appr
oximately 19% and 11% of its valu
e against the U.S. Dollar and the euro
respectively
since the Referendum. Further, the Bank of Eng
land and
other observers have warned of a significant
probability of a Brexit
-
related recession in the U.K., which may be further impacted by the negative economic effects of
the Covid
-
19 pandemic and
rising i
nflation. The Company earns a significant port
ion of its revenues in pounds sterling,
and any significant de
cline in the value of the pound and
/or recession in the U.K. would m
aterially impact its financi
al
condition and results of op
erations. For the rema
inder
of fiscal year 2023, taking account of
timing differences between
the receipt of sterling denominated re
venues and the payment of sterling denominated c
osts, Ryanair estimates that
every 1 pence sterling movement in the
€/£ exchange rate will impact
net inc
ome by approximately €8 million. For
additional information, please see “
Currency fluctuations affect the C
ompany’s results”.
Risks associated wit
h the euro.
The Company is headquartered in Ireland and its reporting currency is the euro.
As a resu
lt of the U.K.’s Brexit referendum in 2016, the pound sterling increased in volatility against the euro and could
become more volatil
e over the course of the post
-
tr
ansition period. Ryanair Group airlines p
redominantly operate
to/from countries within the
Eurozone and have significant operational and financial exposures to the Eurozone that
could result in a reduction in the operating performance of Ryanair or the devaluation of certain assets. Ryanair has
taken certain risk manag
ement measures to minim
ize any disruptions;
however, these risk managem
ent measures may
be insufficient.
The Company has cash and
aircraft assets and debt liab
ilities that are denominated in euro on
its balance sheet.
In addition, the positive/negative mar
k
-
to
-
marke
t value of deriv
ative-
based trans
actions are recorded in euro as either
assets or liabilities on the Company’s balance shee
t. Uncertainty regarding the future of the Eurozone could have a
materially adverse effec
t on the value of these assets and liabilities. In addi
tion
to
the assets and liabilities on Ryana
ir’s
balance sheet, the Company has a numb
er of cross currency risks as a result of the jurisdictions of the operating
business including non
-
euro revenues, fuel costs, certain maintenance costs and insurance costs. A
strengthening in
the value of the euro, primarily against U.K. pound
sterling and other non
-
Eurozone currencies such as P
olish zloty or a
weakening against the U.S. dollar, could have a materia
l adverse impact on the operating results of the Compa
ny.
Rece
ssion, inflation, austerity, chang
es in monetary policy and uncertainty in connection with the euro cou
ld
also mean that Ryanair is unab
le to grow. The Covid
-
19 crisis, and s
ocial and political instability associated
with the war
in Ukraine, including ens
uing sanctions, travel
limitations and fuel and gas shor
tages,
cou
ld mean that Ryanair ma
y be
unable to expand its operations due to la
ck of demand for air travel. See “
The airline industr
y is particularly sensitive
to changes in economic conditions” belo
w
.
The Company’s gr
owth may expose it to risks
.
Ry
anair’s operations have grown rapidly since it pioneered the
low
-
fares operat
ing model in Europe in the early 1990s. Ryanair intends to c
ontinue to expand its fleet and add new
destinations and
additiona
l flights. In September 2021, Ryanair increased its booked passenger target to approximate
ly
225m passengers per annum by fiscal year 2026. However, no assurance can be given that this target will be met. If
growth in passenger tr
affic and Ryanair
’s re
venues do not keep pace
with the planned expansion of its flee
t, Ryanair
could suffer from overcap
acity and its results of operations and financial co
ndition (including its ability to fund
scheduled purchases of the new aircraft and related deb
t repay
ments) could b
e materially adversely affected.
The continued expansion
of Ryanair’s fleet and operatio
ns combined with other factors, may als
o strain existing
management resources
and related operational, financial, man
agement information and inf
ormation
technology
systems. Expansion will generally require additional skilled personnel, equipment, facilities and systems. An inability to
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
72
71
Currency fluctuati
ons affect the Comp
any’s results.
Although the C
ompany is headquart
ered in Ireland, a
significant portion of its operations are c
onducted in the U.K. Consequent
ly, the Group has significant operating
revenues and operating expenses, as well as assets and liabilities, denominated in U.K. pounds sterling.
In addit
ion, fuel,
aircraft, insurance, aircraf
t leases and some maintenance obl
igations are denominated in U.S. dollars. Ryana
ir’s
operations and financial performan
ce c
an therefore be sig
nificantly affected by fluctuations in the values of the U.K.
poun
d sterling and the U.S. dollar. Ry
anair is particularly vulnerable t
o direct exchange rate risks between the euro and
the U.S. dollar because a si
gnificant portion of its operating c
osts are incurred in U.S. dollars and
substantially none of
its revenues a
re denominated
in U.S. dollars.
Although the Company eng
ages in foreign currency hedging
transactions between the euro and the U.S. dollar
and, from time to time
, between the euro and the U.
K. pound sterling, hedging ac
tivities are not expected to elimina
t
e
currency risks. See “Item 11
. Quantitative and Qualitative Disclosures About M
arket Risk.”
A majority of Ryan
air’s aircraft and certain part
s are sourced from
a single supplier; therefore, Ryan
air would be
materially and ad
versely affected if such
supp
lier were unable to provide
additional equip
ment or support.
Because Ryanair
currently sources the majority of its aircraft and many
related aircraft parts from Boeing, if Ryanair was unable to
acquire
additional aircraft from Bo
eing, or if Boeing was unable or unwilling to make timely deliveries of air
craft or to provide
adequate support for its products, Ryanair’s opera
tions could be materially and adversely affected.
The continuing un
certainty associated
with the Brexit
process could ad
versely affect
Ryanair’s bus
iness.
The
U.K.’s exit from the Europe
an Union on January 31, 2020 has had a significant imp
act
on the U.K. and the E
U. Further,
the implementation period u
nder which the U.K. remained subject to EU law for a limited period after the exit from
the
European Union ended on December 31, 2020
. The U.K. and the European Union announced on December 24, 2020 that
they had reached agreement on a Trade and Cooperation Agreement (the “EU
U.K. TCA”). The EU
U.K. TCA c
overs a
wide range of topics, including
trade in goods and in services, digital
trade, intell
ectual property, public procurement,
aviation and road transport, energ
y, fisheries, social security coordination, law enforcem
ent and judicial cooperation in
criminal matters, and them
atic cooperation
and
participation in EU programs.
The current and future arra
ngements between the EU and the U.K.,
including the EU
U.K. TCA, could d
irectly
impact Ryanair’s business i
n a number of ways. They include, inter alia, the status o
f the U.K. in relation to th
e EU’s open
air transport market, freedom of movement between the U.
K.
and the EU, and
employment, social security, tax and
customs rules between the
U.K. and the EU. Adverse changes to any of these arran
gements could potentially materi
ally
impact on Ryana
ir’s
financial condition and results of operations in the U.K. or oth
er markets Ryanair serves.
As a result of the EU
U.
K. TCA, flights between the U.K. and the EU can be offer
ed by any of the Company’s
airline subsidiaries. U.K. domestic flights and flig
hts b
etween the U.K. and non
-
EU destinations can, however, only be
operated by the Company’s U.K. subsidiary, Ryanair
U.K. Limited (“Ryanair U.K.”), which received an Air Operator
Certificate and Operating Li
cense (“U.K. AOC”) from the U.K. Civil Aviation
Authority (“U.K. CAA”)
in December 2018.
Ryanair is exposed to Brexit
-
related risks and uncertaint
ies, as approximately 17% of revenue in fiscal year 2022
came from operat
ions in the U.K., although this
was offset somewhat by
approximately 12% of R
yanai
r’s non
-
fuel costs
in fiscal year 2022 which were related to operations in
the U.K.
Brexit could also present Ryanair with a number of potential regulatory challenges. Brexit could lead to
potentially divergent national laws and regulations as the U.
K. continues to determine which EU laws (including
, but not
limited to, in respect of aviation safe
ty and security, consumer rights, data protect
ion, public health and the environment)
that it initially replicated on its exit from the EU
to ultimately amend or
abolish. It al
so requires special efforts to ensure
Ryanair’s continuing compl
iance with EU Regulation No. 1008
/2008, which requires that air carriers regis
tered in EU
member states be majority
-
owned and effectively controlled by EU nationals. The
Board o
f Directors has taken action
to ensure continuing comp
liance with EU Regulation No. 1008
/2008 after December 31, 2020, i.e., the date following
which U.K. holders of the Company’s shares are no lon
ger treated as EU nationals for the purposes of EU regulati
on No.
72
1008/2008. For additional informati
on, please see “
Risks Related to Ownership of the Company’s Ordin
ary Shares or
ADRs”.
Brexit has caused, and may continue to caus
e, both significant volatility in global stock markets and cur
rency
exchange rate fluctuations,
as well as create significant uncertainty am
ong U.K. businesses and investors. In p
articular,
to June 30, 2022, the pound sterling had lost appr
oximately 19% and 11% of its valu
e against the U.S. Dollar and the euro
respectively
since the Referendum. Further, the Bank of Eng
land and o
ther observers have warned of a significant
probability of a Brexit
-
related recession in the U.K., which may be further impacted by the negative economic effects of
the Covid
-
19 pandemic and
rising i
nflation. The Company earns a significant port
ion of its revenues in pounds sterling,
and any significant de
cline in the value of the pound a
nd/or recession in the U.K.
would materially impa
ct its financial
condition and results of op
erations. For the rema
inder
of fiscal year 2023, taking account of
timing differences between
the receipt of sterling denominated re
venues and the payment of sterling denominated c
osts, Ryanair estimates that
every 1 pence sterling movement in the
€/£ exchange rate will impact
net inc
ome by approximately €8 million. For
additional information, please see “
Currency fluctuations affect the C
ompany’s results”.
Risks associated wit
h the euro.
The Company is headquartered in Ireland and its reporting currency is the euro.
As a resu
lt of the U.K.’s Brexit referendum in 2016, the pound sterling increased in volatility against the euro and could
become more volatil
e over the course of the post
-
tr
ansition period. Ryanair Group airlin
es predominantly operate
to/from countries within the
Eurozone and have significant operational and financial exposures to the Eurozone that
could result in a reduction in the operating performance of Ryanair or the devaluation of certain assets. Ryanair has
taken certain risk manag
ement measures to minim
ize any disruptions;
however, these risk managem
ent measures may
be insufficient.
The Company has cash and
aircraft assets and debt lia
bilities that are denominated in euro on
its balance sheet.
In addition, the positive/negative mar
k
-
to
-
marke
t value of deriv
ative-
based trans
actions are recorded in euro as either
assets or liabilities on the Company’s balance sheet. Un
certainty regarding the future of the Eurozone could have a
materially adverse effec
t on the value of these assets and liabilities. In addi
tion
to
the assets and liabilities on Ryana
ir’s
balance sheet, the Company has a numb
er of cross currency risks as a result of the jurisdictions of the operating
business including non
-
eu
ro revenues, fuel costs, certain maintenance costs and insurance costs. A
strengthening in
the value of the euro, primarily against U.K. pound
sterling and other non
-
Eurozone currencies such as P
olish zloty or a
weakening against the U.S. dollar, could have a materia
l adverse impact on the operating results of the Compa
ny.
Rece
ssion, inflation, austerity, chang
es in monetary policy and uncertainty in connection with the euro cou
ld
also mean that Ryanair is unab
le to grow. The Covid
-
19 crisis, and s
ocial and political instability associated
with the war
in Ukraine, including ens
uing sanctions, travel
limitations and fuel and gas shor
tages,
cou
ld mean that Ryanair may be
unable to expand its operations due to lack
of demand for air travel. See “
The airline industr
y is particularly sensitive
to changes in economic conditions” belo
w
.
The Company’s gr
owth may expose it to risks
.
Ry
anair’s operations have grown rapidly since it pioneered the
low
-
fares operat
ing model in Europe in the early 1990s. Ryanair intends to
continue to expand its fleet and add new
destinations and
additiona
l flights. In September 2021, Ryanair increased its booked passenger target to approximate
ly
225m passengers per annum by fiscal year 2026. However, no assurance can be given that this target will be met. If
growth in passenger tr
affic and Ryanair
’s re
venues do not keep pace
with the planned expansion of its flee
t, Ryanair
could suffer from overcap
acity and its results of operations and financial co
ndition (including its ability to fund
scheduled purchases of the
new aircraft and related debt repay
ments) could be materia
lly adversely affected.
The continued expansion
of Ryanair’s fleet and operatio
ns combined with other factors, may als
o strain existing
management resourc
es and related operational, fin
ancial, management inform
ation and information
technol
ogy
systems. Expansion will generally require additional skilled personnel, equipment, facilities and systems. An inability to
RY
ANAIR GROUP ANNUAL REPOR
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74
73
73
hire skilled personnel or to secure required
equipment and facilities efficiently and in a cost
-
effective manner
may have
a material adverse effect on Ryanair’s ability to achie
ve its growth plans and sustain or increase its profitabil
ity.
Ryanair’s new routes
and expanded operati
ons may have an adverse financial
impact on its results.
When Ryanair
commences new routes, its
load factors and fares tend to be lower
than those on its established routes and its
advertising and
other promotional costs tend t
o be higher, which may resu
lt in initial losses that c
ould have a material
negative impact on Ryanair’s results of operations
as well as require a substantia
l amount of cash to fund. In addition,
there can be no assurance that Ryanair’s lo
w
-
fares service will be accepted on new routes. Ry
anair also periodically runs
special promotional fare
campaigns, in particular in conn
ection
with the opening of new rout
es. Promotional fares may
have the effect of increasing load factors and reducing Ryanair’s yield and passenger revenues on such routes during
the periods that they are in effect. Ryanair has signifi
cant cash needs as it expand
s, including the cash required to fund
aircraft purchases or aircraft deposits related to the acquisition of aircraft. There can be no assurance that Ryanair will
have sufficient cash to make su
ch expenditures and investments, and to the extent Ryanair is
unable to expand its route
system successfully, its f
uture revenue and earnings growth will in turn be limited. See “The Co
mpany will incur
significant costs acquiring
new aircraft and any ins
tability in the credit and capi
tal markets could negative
ly impa
ct
Ryanair’s ability to obtain financing on acceptab
le terms”.
Ryanair’s continued gr
owth is dependent on access to s
uitable airports; charges for airport acc
ess are subject to
increase.
Airline traffic at certain European airports is regulated by a syste
m of grandfathered “slot” allocations. Each
slot represents auth
orization to take
-
off and/or land at the particular airp
ort at a specified time. As par
t of Ryanair’s
strategic initiatives, which include flights to primar
y airports, Ryanair Group airlines a
re operating to an increasing
number of slots coordin
ated airports, a number of whi
ch have constraints at particular t
imes of the day. There can be
no assurance that Ryan
air will be able to obtain a suffi
cient number of slots at slot
-
coordinated ai
rports that it may wish
to serve in the future, at the time it needs them, or on acceptable terms. T
here can also be no assurance that its non
-
slot constrained bases
, or the other non
-
slot
constrained airports Ryanair serves,
will continue to operate with
out slot
allocation restrictions in th
e future. See “Item 4. Information on the Company
Governmen
t Regulation
Slot
s.” Airports
may impose other operating restrictions such as curfe
ws, limits on aircraft noise levels, mandatory flight paths, runway
restrictions, and
limits on the number of average daily departures. Such restrictions may limit the ability of Ryanair to
provide service to or increase service at such airpo
rts.
Ryanair’s future growth als
o materially depends on its ability to access suitable
airports lo
cated in its targeted
geographic markets at costs
that are co
nsistent with
Ryanair’s strategy. Any condition that denies, limits
, or delay
s
Ryanair’s access to airports it serves or seeks to serve
in the future would constrain Ryanair’s ability to grow
. A
change
in the terms of Ryanair’s access to these facilities or any increase in the relevant charges p
aid by Ryanair as a result o
f
the expiration or termination of such arrangements and Ryanair’s failure to renegotiate comparable terms or rates could
have
a material adverse effect on the Company’s
financial condition and results of operations. For additional
information, see “Item 4. Informat
ion on the Company
Airport Operations
Airpor
t Charges.” See also “
The C
ompany
is subject to legal proceedings allegi
ng state aid at certain airports” below.
Labor relations could e
xpose the Company to risk.
I
n December
2017, Ryanair announced its decision to
recognize trade unions for collective bargain
ing purposes. Since then, Ryanair Group airlines have concluded Col
lective
Labor Agreements (“CL
As”) with Trade Unions in most of their major markets.
The CLAs concluded to date vary by
country but include agreem
ents on recognition, seniority, base transfers, pr
omotions, pay and rostering arran
gements.
There may be a push
for legacy ty
pe working
conditions which, if acceded to, could decrease the produ
ctivity of crew,
increase costs and have an adverse eff
ect on profitability.
In fiscal year 2021, Ryanair Group airlines concluded agreements with their people and unions on job protection
and temporary pay cuts of u
p to 20%, with pay restored over 3
-
5
years as the Company works through
the recovery phase
of the Covid
-
19 pandemic. Whilst these agreements include job protection me
chanisms, there may be periods of labor
unrest
if a deteriorating commercial position in any parti
cular market leads to redundancies. Higher inflation in the
74
general economy and a misunderstanding of the phases of recovery from the pandemic’s impacts could lead to
unrealistic expectations by
trade unions and excessive
pay demands that could lead to labor unrest.
Ryanair intends to retain it
s low fare, high people productivity m
odel; however, there may be periods of lab
or
unrest as unions challenge
the existing high people productivity mode
l which may
have an ad
verse effect on customer
sentiment and profitability.
Ryanair has transitioned from Irish to local
contracts of employment in a number of
EU countries which could
impact on costs, productivit
y and complexity of the business. Any
subsequent decision to switch to lower cost locations
could result in redundancie
s and a consequent deteriorati
on in labor relations.
The Company is depend
ent on external ser
vice providers.
Ryanair currentl
y assigns its engine overhauls and
“rotable” repa
irs to outside
contractors approved under the terms of Part 145, the European regulatory sta
ndard for
aircraft maintenance (“Part 14
5”) established by EASA. The Company also assigns its passenger, aircraft, and ground
handling services at airports
(other than Dublin and certain airports in Poland, Spain
and Portugal) to established external
service providers.
See
“Item 4. Information on the Company
Maintenance and Re
pairs
Heavy Maintenan
ce” and “Item
4. Information on the Company
Airport Operations -
Airpor
t Handling Services.”
The termination or expiration of any of Ryanair’s service contracts or any inability to renew them or negotiate
replacement contracts with other service providers a
t comparable rates could have a material adverse effect on the
Group
s results of operations. Ryanair will need t
o enter into airport service agreements in any new mar
kets it enters,
and there can be no assurance that it
will be able to obtain the necessary facilities
and services at competitive rates. In
addition, although
Ryanair seeks to monitor the performance of e
xternal parties that provide passenger and
aircraft
handling services, the eff
iciency, timeliness, and quali
ty of contract performance by
external providers are largely beyond
Ryanair’s direct control. Ryanair
expects to be dependent on such outsourcing arrang
ements for the foreseeable future.
The Group is d
ependent on
key personnel.
Ryanair’s success depends t
o a significant extent upon the efforts
and abilities of its senior m
anagement team, including
Michael O’Leary, the Group
CEO, and key financial, c
ommercial,
operating, IT, ESG, HR and
maintenance personnel.
See “Item 6. Direct
ors, Senior Managem
ent and Employees
Compensation of Directors
and Executive Officers
Remuneration Agreemen
t with Mr. O’Leary.” Ryan
air’s success also
depends on the ability of its Executive Officers and other members of senior management to operate a
nd ma
nage
effectively, both independe
ntly and as a Group. Although Ryanair’s employmen
t agreements with Mr.
O’Leary and
several
of its other Senior Executives contain non
-
competiti
on and non
-
disclosure provisions, there can be no assurance that
these provisions
will be enforceable in whole or in pa
rt. Competition for highly qual
ified personnel is intense, a
nd either
the loss of any executive officer, senior manager, or other key employee without adequate replacement or the inability
to attract new qualified p
ers
onnel could have a m
aterial adverse eff
ect upon Ryanair’s business, oper
ating results, and
financial condition.
Entry into ser
vice of the Boein
g 737
-
8200.
Ryanair has 210 Boeing 737
-
8200 aircraft on firm order from Boeing.
These aircraft were originally
due to commence delivery in April 2019. During fiscal year 2021, the FAA and the European
Aviation Safety Agency (“EASA”) app
roved the ungrounding of the MAX and approved Ryanai
r’s variant the Boeing 737
-
8200. Ryanair received the first aircraft in June 20
21. The Ryanair Group current
ly has taken delivery of 73 Boeing 737
-
8200s. The remaining 137 aircraft are schedu
led to be delivered over the next three fiscal years.
There can be no assurance that EASA will not, now or in the future, apply additional main
tenance and/
or,
simulator training in re
lation to the operation
of the Boeing 737
-
8200 aircraft, that will ma
terially increase the cost of
operating this aircraft type.
The Company faces risk
s related to its internet reservations operati
ons and its elimin
ation
of airport check
-in
facilities.
Ryanair’s flight reservations ar
e made through its website, mobile a
pp and Global Distribution Systems
including Travelport (whi
ch operates the Galileo and
Worldspan GDS) and
Sabre (collectively, the “G
DSs”) (GDSs).
RY
ANAIR GROUP ANNUAL REPOR
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74
73
hire skilled personnel or to secure required
equipment and facilities efficiently and in a cost
-
effective manner
may have
a material adverse effect on Ryanair’s ability to achie
ve its growth plans and sustain or increase its profitabil
ity.
Ryanair’s new routes
and expanded operati
ons may have an adverse financial
impact on its results.
When Ryanair
commences new routes, its
load factors and fares tend to be lower
than those on its established routes and its
advertising and
other promotional costs tend t
o be higher, which may resu
lt in initial losses that c
ould have a material
negative impact on Ryanair’s results of operations
as well as require a substantia
l amount of cash to fund. In addition,
there can be no assurance that Ryanair’s lo
w
-
fares service will be accepted on new routes. Ry
anair also periodically runs
special promotional fare
campaigns, in particular in conn
ection
with the opening of new rout
es. Promotional fares may
have the effect of increasing load factors and reducing Ryanair’s yield and passenger revenues on such routes during
the periods that they are in effect. Ryanair has signifi
cant cash needs as it expand
s, including the cash required to fund
aircraft purchases or aircraft deposits related to the acquisition of aircraft. There can be no assurance that Ryanair will
have sufficient cash to make su
ch expenditures and investments, and to the extent Ryanair is
unable to expand its route
system successfully, its f
uture revenue and earnings growth will in turn be limited. See “The Co
mpany will incur
significant costs acquiring
new aircraft and any ins
tability in the credit and capi
tal markets could negative
ly impa
ct
Ryanair’s ability to obtain financing on acceptab
le terms”.
Ryanair’s continued gr
owth is dependent on access to s
uitable airports; charges for airport acc
ess are subject to
increase.
Airline traffic at certain European airports is regulated by a syste
m of grandfathered “slot” allocations. Each
slot represents auth
orization to take
-
off and/or land at the particular airp
ort at a specified time. As par
t of Ryanair’s
strategic initiatives, which include flights to primar
y airports, Ryanair Group airlines a
re operating to an increasing
number of slots coordin
ated airports, a number of whi
ch have constraints at particular t
imes of the day. There can be
no assurance that Ryan
air will be able to obtain a suffi
cient number of slots at slot
-
coordinated ai
rports that it may wish
to serve in the future, at the time it needs them, or on acceptable terms. Th
ere can also be no assurance that its non
-
slot constrained bases
, or the other non
-
slot
constrained airports Ryanair serves,
will continue to operate with
out slot
allocation restrictions in th
e future. See “Item 4. Information on the Company
Governmen
t Regulation
Slot
s.” Airports
may impose other operating restrictions such as curfe
ws, limits on aircraft noise levels, mandatory flight paths, runway
restrictions, and
limits on the number of average daily departures. Such restrictions may limit the ability of Ryanair to
provide service to or increase service at such airpo
rts.
Ryanair’s future growth als
o materially depends on its ability to access suitable
airports lo
cated in its targeted
geographic markets at costs
that are co
nsistent with
Ryanair’s strategy. Any condition that denies, limits
, or delay
s
Ryanair’s access to airports it serves or seeks to serve
in the future would constrain Ryanair’s ability to grow
. A
change
in the terms of Ryanair’s access to these facilities or any increase in the relevant charges p
aid by Ryanair as a result o
f
the expiration or termination of such arrangem
ents and Ryanair’s failure to renegotiate comparable terms or rates could
have
a material adverse effect on the Company’s
financial condition and results of operations. For additional
information, see “Item 4. Informat
ion on the Company
Airport Operations
Airpor
t Charges.” See also “
The C
ompany
is subject to legal proceedings allegi
ng state aid at certain airports” below.
Labor relations could e
xpose the Company to risk.
I
n December
2017, Ryanair announced its decision to
recognize trade unions for collective bargain
ing purposes. Since then, Ryanair Group airlines have concluded Col
lective
Labor Agreements (“CL
As”) with Trade Unions in most of their major markets.
The CLAs concluded to date vary by
country but include agreem
ents on recognition, seniority, base transfers, pr
omotions, pay and rostering arran
gements.
There may be a push
for legacy ty
pe working
conditions which, if acceded to, could decrease the produ
ctivity of crew,
increase costs and have an adverse eff
ect on profitability.
In fiscal year 2021, Ryanair Group airlines concluded agreements with their people and unions on job protection
and temporary pay cuts of u
p to 20%, with pay restored over 3
-
5 years as the Company works throug
h the recovery phase
of the Covid
-
19 pandemic. Whilst these agreements include job protection me
chanisms, there may be periods of labor
unrest
if a deteriorating commercial position in any parti
cular market leads to redundancies. Higher inflation in the
74
general economy and a misunderstanding of the phases of recovery from the pandemic’s impacts could lead to
unrealistic expectations by
trade unions and excessive
pay demands that could lead to labor unrest.
Ryanair intends to retain it
s low fare, high people productivity m
odel; however, there may be periods of lab
or
unrest as unions challenge
the existing high people productivity mode
l which may
have an ad
verse effect on customer
sentiment and profitability.
Ryanair has transitioned from Irish to local
contracts of employment in a number of
EU countries which could
impact on costs, productivit
y and complexity of the business. Any
subsequent decision to switch to lower cost location
s
could result in redundancie
s and a consequent deteriorati
on in labor relations.
The Company is depend
ent on external ser
vice providers.
Ryanair currentl
y assigns its engine overhauls and
“rotable” repa
irs to outside
contractors approved under the terms of Part 145, the European regulatory sta
ndard for
aircraft maintenance (“Part 14
5”) established by EASA. The Company also assigns its passenger, aircraft, and ground
handling services at airports
(other t
han Dublin and certain airports in Poland, Spain and Portugal) to establishe
d external
service providers.
See
“Item 4. Information on the Company
Maintenance and Re
pairs
Heavy Maintenan
ce” and “Item
4. Information on the Company
Ai
rport Operations -
Airpor
t Handling Services.”
The termination or expiration of any of Ryanair’s service contracts or any inability to renew them or negotiate
replacement contracts with other service providers a
t comparable rates could have a material adverse effect on the
Group
s results of operations. Ryanair will need t
o enter into airport service agreements in any new mar
kets it enters,
and there can be no assurance that it
will
be able to ob
tain the necessary facilities and services at c
ompetitive rates. In
addition, although
Ryanair seeks to monitor the performance of e
xternal parties that provide passenger and
airc
raft
handling services, the eff
iciency, timeliness, and quali
ty of contract performance by
external providers are largely beyond
Ryanair’s direct control. Ryanair
expects to be dependent on such outsourcing arrang
ements for the foreseeable future.
The Group is d
ependent on
key personnel.
Ryanair’s success depends t
o a significant extent upon the efforts
and abilities of its senior m
anagement team, including
Michael O’Leary, the Group
CEO, and key financial, c
ommercial,
operating, IT, ESG, HR and
maintenance personnel.
See “Item 6. Direct
ors, Senior Managem
ent and Employees
Compensation of Directors
and Executive Officers
Remuneration Agreemen
t with Mr. O’Leary.” Ryan
air’s success also
depends on the ability of its Executive Officers and other members of senior management to operate and ma
nage
effectively, both independe
ntly and as a Group. Although Ryanair’s employmen
t agreements with Mr.
O’Leary a
nd several
of its other Senior Executives contain non
-
compe
tition and non
-
disclosure provisi
ons, there can be no assurance that
these provisions
will be enforceable in whole or in pa
rt. Competition for highly qual
ified personnel is intense, a
nd either
the loss of any executive officer, senior manager, or other key employee without adequate replacement or the inab
ility
to attract new qualified p
ers
onnel could have a m
aterial adverse eff
ect upon Ryanair’s business, oper
ating results, and
financial condition.
Entry into ser
vice of the Boein
g 737
-
8200.
Ryanair has 210 Boeing 737
-
8200 aircraft on firm order from Boeing.
These aircraft were originally
due to commence delivery in April 2019. During fiscal year 2021, the FAA and the European
Aviation Safety Agency (“EASA”) app
roved the ungrounding of the MAX and approved Ryanai
r’s variant the Boeing 737
-
8200. Ryanair received the first aircraft in June 20
21. The Ryanair Group current
ly has taken delivery of 73 Boeing 737
-
8200s. The remaining 137 aircraft are schedu
led to be delivered over the next three fiscal years.
There can be no assurance that EASA will not, now or in the future, apply additional main
tenance and/
or,
simulator training in re
lation to the operation
of the Boeing 737
-
8200 aircraft, that will ma
terially increase the cost of
operating this aircraft type.
The Company faces risk
s related to its internet reservations operati
ons and its elimin
ation
of airport check
-in
facilities.
Ryanair’s flight reservations ar
e made through its website, mobile a
pp and Global Distribution Systems
including Travelport (whi
ch operates the Galileo and
Worldspan GDS) and
Sabre (collectively, the “G
DSs”) (GDSs).
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
76
75
75
Ry
anair has established co
ntingency programs which include migrating its websi
te to the cloud and having a back
-
up
booking engine available to su
pport its existing booking platform in the event of a breakdo
wn in this facility. Nonetheless,
the process of swi
tching over to the back
-
up b
ooking engine could take some ti
me and there can be no assurance that
Ryanair would not suffer a
significant loss of reservati
ons in the event of a major breakdo
wn of its booking engine or
other related systems.
All Ryanair pa
ssengers are required to use Internet
check
-
in. Internet check
-
in is part of a package of measures
intended to reduce check
-
i
n lines and passenger handling costs and pass on these savings by reducing passenger
airfares. Ryanair has deployed this system across its network. Any disrup
tions to the Internet check
-
in service as a result
of a breakdown in the re
levant computer systems or o
therwise could have a mate
rial adverse impact on thes
e service
-
improvement and c
ost
-
reduction efforts. There can b
e no assuran
ce, however, that this process wi
ll continue to be
successful or that consum
ers will not switch to other carriers that provide stan
dard check
-
in facilities, which would
negatively affect Ryanair’s resu
lts of o
perations and financia
l condition.
The Grou
p
is subject t
o legal proceeding
s alleging state
aid at certain airp
orts.
F
ormal investigations are ong
oing
by the European Commiss
ion into Ryanair’s agreements with the
Paris (Beauvais), La Rochelle, Carcass
onne, Girona,
Reus, Târgu Mures and Beziers airpor
ts, and Ryanair’s agreements from 200
9 with Frankfurt (Hahn) airport. The
investigations seek to determin
e whether the agreements constitute illeg
al state aid under EU law. The investigations
are currently expected to be completed in
2022
, with the Europea
n Commission’s decisions being appealable to the EU
General Court. Investigatio
ns into Ryanair’s agreements with the Bratislava, Ta
mpere, Marseille, Berlin (Schönefe
ld),
Aarhus, Dusseldorf (We
eze), Brussels (Charle
roi), Alghero, Stockholm
(Västerås), Lübec
k and
Riga airports, and into
Ryanair’s agreements prior to 200
9 with Frankfurt (Hahn), have concluded with findings that these agreements
contained no state aid. In parallel, the European Commission has announced findings
of state aid to Ry
anair in its
a
rrangements with Pau, Nimes, Angouleme, Altenburg, Zweibrücken
, Cagliari, Klagenfurt and Montpellier airports,
ordering Ryanair t
o repay a total of approximatel
y €32m of alleged state aid. Rya
nair appealed these “aid” d
ecisions to
the EU General Court
, wh
ic
h ruled in favor of
the
Europ
ean Commission in five of the cases (Pau, Nimes, Angouleme,
Altenburg and Klagenfurt, the latter of which R
yanair has appealed to the European Court of Justice, wit
h a ruling
expected in 2022 or 2023). The General Court ruled
in Ryanair’s favor in the Zw
eibrücken airport case, and the remaining
two cases are pending
and are expected to conclude in 20
22 or 2023
.
In addit
ion to the European Com
mission
investigations, Ryanair is f
acing an allegation that it has benef
ited from unl
awful state aid in a German
court case in
relation to its arrangements with Frankfurt
(Hahn). Adverse rulings in the above state aid matters could be used as
precedents by competit
ors to challenge Ryanair’s agreements
with other publicly owned airports and
could cause
Ryanair to strongly reconsider its growth strategy in relation to public or state
-
ow
ned airports across Europe. This could
in turn lead to a scaling
-
back of Ryanair’s
overall growth strategy due to the smaller number of privately
-
o
wned airport
s
available for development.
No assurance can be g
iven as to the outcome of thes
e legal proceedings, nor as
to whether any unfavorabl
e
outcomes may, individuall
y or in the aggregate, have a material adverse effect on the resu
lts of operations or financia
l
condition of Ryanair.
For additional information,
please see “Item 8. Financial Information
Other Financial Information
Legal
Proceedings.”
The Company
faces risks related t
o unauthorized use
of information
from the Company’
s website
.
Screen scraper
we
bsites gain un
authorized access to Ryanair’s
website and booking system
, extract flight and pricing inform
ation and
display it on their own websites for sale to customers at prices which may include hidden intermediary fees on top of
Ryanair’s fares. Ryana
i
r does not allow any such c
ommercial use of its website and
objects to the practice of screen
scraping also on the basis
of certain legal principles, su
ch as database rights and copyright prote
ction, etc. In turn,
Ryanair has been accused by certain oper
a
tors of screen scraping websites th
at its objection to the unauthorized selling
by online travel agents
to consumers of Ryanair fligh
t tic
kets is an attempt to restrict competition. Ryanair is
currently
involved in a number of legal proceedings against the
proprietors of screen scraper websites in Ireland, Germany, Cze
ch
76
Republic, France, Italy
,
Poland
, Switzerland
, the U.K. and the U.
S
. Ryanair’s objecti
ve is to prevent any unauthorized use
of its website and to preven
t consumer harm, and the r
esultant rep
ut
ational damage to the Company, that ma
y arise due
to the failure by some operators of screen scraper websites to provide Ryanair with the passengers’ genuine contact
and payment method detai
ls. Ryanair does allow certain companies
who operate fare compar
is
on (i.e., not reselling)
websites to access its sche
dule and fare information for the purposes
of price comparison provided they sig
n a license
and use the agreed m
ethod to access the data. Ryanair
also permits
Travelport (trading as Galil
eo and Worldspa
n) and
Sabre, GDS operators,
to provide
a
ccess to
Ry
anair’s fares to traditional and corporate travel agencies. Ryanair has
obtained both favorable and u
nfavorable rulings in its actions against screen scra
pers. However, pending the outcome
of these legal proceedings and if Ryanair were to be ultimately unsuccessful in them, the activities of screen scraper
websites could lead to a reduction in the number of customers who book dire
ctly on Ryanair’s website and consequently
to a reduction in Ryanair’s
ancill
ary revenue stream.
Also, some customers may be lost to Ry
anair once they are
presented by a screen sc
raper website with a Ryana
ir fare inflated by the scr
een scraper’s intermedi
ary fee. This could
also adversely affe
ct Ryanair’s reputation as
a low
-fares
airline, which c
ould negatively affect Ryanair’s r
esults of
operations and financial cond
itions.
For additional details, see
“Item 8. Financial Information
Other Financial Information
Legal Proceedings
Legal Proceedings Agains
t Internet Ticket
Touts.”
Corporation ta
x rates expected t
o rise.
The Company is principally subject to corporation tax on profits across a
number of European jurisdi
ctions from which its airlines are managed and controlled (i.e. Ireland, Mal
ta, Poland, and the
U.K.). On 22 December 2021, the European Commission publish
ed its proposed directive to implement the OECD’s
inclusive framew
ork on BEPS Global Anti
-
Base Erosio
n Model Rules (referred to as “GloBE”
or “Pillar II”). The proposed
directive issued will implement a minimum global corporate tax rate of 15% for multinat
ional groups. When enacted
these rules are expected to increase the overall effective tax rate of the Company.
I
f political agreement i
s
reached
between all EU member states in 2
022, the rules
m
ay
apply to the Company from 1 March 2024.
Any increase in co
rporation tax rates to which the Company is exposed or adverse changes in the b
asis
of
calculation would result in the Company paying higher corporation taxes and could have an adverse imp
act on Ryanair’s
cash flows, financial position, and resu
lts of oper
ati
ons.
Change in
EU regulations
in relation t
o employers and
employee social
insurance c
ould increase costs.
European
legislation governs the country in whi
ch employees and employers must pay social insuran
ce costs. Under the terms of
legislation introd
u
ced in 2012, employees and employ
ers must pay social insuran
ce in the country where the emp
loyee
is based. Prior to June 2012, Ryanair paid employee and employer social insurance in the country under whose laws the
employee’s contra
ct of employment was g
o
verned, w
hich was either the U.K. or
Ireland. The legislation intr
oduced in
2012 included grandfathering
rights whereby existing employees
(i.e., those employed prior t
o the introduction of the
new legislation in June 2012) were exempt from the effects of
the new legisla
tion for a period of 10 years up until June
2022 provided they did not transfer between bases. Each country within the EU has different rules and rates in relation
to the calculation of employ
ee and employer social insurance contributi
ons an
d any increase in
the rates of contributions
will have a material adverse eff
ect o
n Ryanair’s cash flows, fin
ancial position, and results of operations.
Ryanair is subject to ta
x audits.
The Company operates in many jurisdictions and is, from time to time
, subje
ct
to tax audits, which by thei
r nature are often complex a
nd can require several years to conc
lude. While the Company is
of the view that it is tax compliant in the various jurisdictions in which it operates, there can be no guarantee, particular
ly
in the current economic env
ironment, that it will not receive tax assessments follo
wing the conclusion of the tax audits.
In the event that the Company is unsuccessful in defending its position, it is possible that the effective tax rate,
employment and o
ther cos
ts of the Company could materially increase. See
C
orporation tax rates expected t
o rise”
above.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
76
75
Ry
anair has established
contingency programs which include migrating its websi
te to the cloud and having a back
-
up
booking engine available to su
pport its existing booking platform in the event of a breakdo
wn in this facility. Nonetheless,
the process of swi
tching over to the back
-
up b
ooking engine could take some ti
me and there can be no assurance that
Ryanair would not suffer a
significant loss of reservati
ons in the event of a major breakdo
wn of its booking engine or
other related systems.
All Ryanair pa
ssengers are required to use Internet
check
-
in. Internet check
-
in is part of a package of measures
intended to reduce check
-
i
n lines and passenger handling costs and pass on these savings by reducing passenger
airfares. Ryanair has deployed this system across its network. Any disrup
tions to the Internet check
-
in service as a result
of a breakdown in the re
levant computer systems or o
therwise could have a mate
rial adverse impact on thes
e service
-
improvement and c
ost
-
reduction efforts. There can b
e no assuran
ce, however, that this process wi
ll continue to be
successful or that consum
ers will not switch to other carriers that provide stan
dard check
-
in facilities, which would
negatively affect Ryanair’s resu
lts of o
perations and financia
l condition.
The Grou
p
is subject t
o legal proceeding
s alleging state
aid at certain airp
orts.
F
ormal investigations are ong
oing
by the European Commiss
ion into Ryanair’s agreements with the
Paris (Beauvais), La Rochelle, Carcass
onne, Girona,
Reus, Târgu Mures and Beziers airpor
ts, and Ryanair’s agreements from 200
9 with Frankfurt (Hahn) airport. The
investigations seek to determin
e whether the agreements constitute illeg
al state aid under EU law. The investigations
are currently expected to be completed in
2022
, with the Europea
n Commission’s decisions being appealable to the EU
General Court. Investigatio
ns into Ryanair’s agreements with the Bratislava, Ta
mpere, Marseille, Berlin (Schönefe
ld),
Aarhus, Dusseldorf (We
eze), Brussels (Charle
roi), Alghero, Stockholm
(Västerås), Lübec
k and
Riga airports, and into
Ryanair’s agreements prior to 200
9 with Frankfurt (Hahn), have concluded with findings that these agreements
contained no state aid. In parallel, the European Commission has announced findings
of state aid to Ry
anair in its
a
rrangements with Pau, Nimes, Angouleme, Altenburg
, Zweibrücken, Cagliari, Klagenfurt and Montpellier airports,
ordering Ryanair t
o repay a total of approximatel
y €32m of alleged state aid. Rya
nair appealed these “aid” d
ecisions to
the EU General Court
, wh
ich ruled in favor of
the
Europ
ean Commission in five of the cases (Pau, Nimes, Angouleme,
Altenburg and Klagenfurt, the latter of which R
yanair has appealed to the European Court of Justice, wit
h a ruling
expected in 2022 or 2023). The General Court ruled
in Ry
anair’s favor in the Zweibrücken airport case, and the remaining
two cases are pending
and are expected to conclude in 20
22 or 2023
.
In addit
ion to the European Com
mission
investigations, Ryanair is f
acing an allegation that it has benef
ited from unl
awful state aid in a German
court case in
relation to its arrangements with Frankfurt
(Hahn). Adverse rulings in the above state aid matters could be used as
precedents by competit
ors to challenge Ryanair’s agreements
with other publicly owned airports and
could cause
Ryanair to strongly reconsider its growth strategy in relation to public or state
-
ow
ned airports across Europe. This could
in turn lead to a scaling
-
back of Ryanair’s
overall growth strategy due to the smaller number of privately
-
o
wned airport
s
available for development.
No assurance can be g
iven as to the outcome of thes
e legal proceedings, nor as
to whether any unfavorabl
e
outcomes may, individuall
y or in the aggregate, have a material adverse effect on the resu
lts of operations or financia
l
condition of Ryanair.
For additional information,
please see “Item 8. Financial Information
Other Financial Information
Legal
Proceedings.”
The Company
faces risks related t
o unauthorized use
of information
from the Company’
s website
.
Screen scraper
we
bsites gain un
authorized access to Ryanair’s
website and booking system
, extract flight and pricing inform
ation and
display it on their own websites for sale to customers at prices which may include hidden intermediary fees on top of
Ryanair’s fares. Ryana
i
r does not allow any such c
ommercial use of its website and
objects to the practice of screen
scraping also on the basis
of certain legal principles, su
ch as database rights and copyright prote
ction, etc. In turn,
Ryanair has been accused by certain oper
a
tors of screen scraping websites th
at its objection to the unauthorized selling
by online travel agents
to consumers of Ryanair fligh
t tic
kets is an attempt to restrict competition. Ryanair is
currently
involved in a number of legal proceedings against the
proprietors of screen scraper websites in Ireland, Germany, Cze
ch
76
Republic, France, Italy
,
Poland
, Switzerland
, the U.K. and the U.
S
. Ryanair’s objecti
ve is to prevent any unauthorized use
of its website and to prevent consumer harm,
and the resultant rep
u
tational damage to the
Company, that may arise due
to the failure by some operators of screen scraper websites to provide Ryanair with the passengers’ genuine contact
and payment method detai
ls. Ryanair does allow certain companies
who operate fare compar
is
on (i.e., not reselling)
websites to access its sche
dule and fare information for the purposes
of price comparison provided they sig
n a license
and use the agreed m
ethod to access the data. Ryanair
also permits
Travelport (trading as Galil
eo and Worldspa
n) and
Sabre, GDS operators,
to provide
a
ccess to
Ry
anair’s fares to traditional and corporate travel agencies. Ryanair has
obtained both favorable an
d unfavorable rulings in its actions agains
t screen scrapers. However
, pending the outcome
of these legal proceedings and if Ryanair were to be ultimately unsuccessful in them, the activities of screen scraper
websites could lead to a reduction in the number of customers who book dire
ctly on Ryanair’s website and consequently
to a reduction in Ryanair’s
ancill
ary revenue stream.
Also, some customers may be lost to Ry
anair once they are
presented by a screen sc
raper website with a Ryana
ir fare inflated by the scr
een scraper’s intermedi
ary fee. This could
also adversely affe
ct Ryanair’s reputation as
a low
-fares
airline, which c
ould negatively affect Ryanair’s r
esults of
operations and financial cond
itions.
For additional details, see
“Item 8. Financial Information
Other Financial Information
Legal Proceedings
Legal Proceedings Agains
t Internet Ticket
Touts.”
Corporation ta
x rates expected t
o rise.
The Company is principally subject to corporation tax on profits across a
number of European jurisdi
ctions from which its airlines are managed and controlled (i.e. Ireland, Mal
ta, Poland, and the
U.K.). On 22 December 2021, the European Commission publish
ed its proposed directive to implement the OECD’s
inclusive framew
ork on BEPS Global Anti
-
Base Erosio
n Model Rules (referred to as “GloBE”
or “Pillar II”). The proposed
directive issued will implement a minimum global corporate tax rate of 15% for multinat
ional groups. When enacted
these rules are expected to increase the overall effective tax rate of the Company.
I
f political agreement i
s
reached
between all EU member states in 2
022, the rules
m
ay
apply to the Company from 1 March 2024.
Any increase in co
rporation tax rates to which the Company is exposed or adverse changes in the b
asis
of
calculation would result in the Company paying higher corporation taxes and could have an adverse imp
act on Ryanair’s
cash flows, financial position, and resu
lts of oper
ati
ons.
Change in
EU regulations
in relation t
o employers and
employee social
insurance c
ould increase costs.
Europe
an
legislation governs the country in whi
ch employees and employers must pay social insuran
ce costs. Under the terms of
legislation introd
u
ced in 2012, employees and employ
ers must pay social insuran
ce in the country where the emp
loyee
is based. Prior to June 2012, Ryanair paid employee and employer social insurance in the country under whose laws the
employee’s contra
ct of employment was g
o
verned, w
hich was either the U.K. or
Ireland. The legislation intr
oduced in
2012 included grandfathering
rights whereby existing employees
(i.e., those employed prior t
o the introduction of the
new legislation in June 2012) were exempt from the effects of
the new legisla
tion for a period of 10 years up until June
2022 provided they did not transfer between bases. Each country within the EU has different rules and rates in relation
to the calculation of employ
ee and employer social insurance contributi
ons and any
increase in the rates of contributions
will have a material adverse eff
ect o
n Ryanair’s cash flows, fin
ancial position, and results of operations.
Ryanair is subject to ta
x audits.
The Company operates in many jurisdictions and is, from time to time
, sub
ject
to tax audits, which by thei
r nature are often complex a
nd can require several years to conc
lude. While the Company is
of the view that it is tax compliant in the various jurisdictions in which it operates, there can be no guarantee, particular
ly
in the current economic env
ironment, that it will not receive tax assessments follo
wing the conclusion of the tax audits.
In the event that the Company is unsuccessful in def
ending its position, it is possible that the effective
tax rate,
employment and o
ther cos
ts of the Company could materially increase. See
Corp
oration tax rates expected t
o rise”
above.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
78
77
77
Risks Related to the Airline Industry
Any significant outbr
eak of any airborne disease could
significantly damage Ryanai
r’s business.
Worldwide, th
ere
has, from time to time, been substantial publicity in recent years regarding certain potent influenza viruses and other
disease epidemics and pandem
ics. Publicity of this type may have a negative impact on demand for a
ir travel in Europe.
Past outbreak
s of MERS, SAR
S, foot
-and-
mouth dis
ease, avian flu, swine flu, Zika vi
rus and the current Covid
-
19
pandemic have adversely impacted the travel industries, including aviat
ion, in c
ertain regions of the world, including
Europe. The Company believes that if a
ny influenza or other pandemic becomes severe in Europe, its effect on demand
for air travel in the market
s in which Ryanair operates could be materia
l, and it could therefore have a si
gnificantly
adverse effect on the Company’s financial performan
ce. A se
vere outbreak of s
wine flu, MERS, SARS, foot
-
and-mouth
disease, avian flu, new (vaccine
-
resist
ant) variants of Covid
-
19, or another pandem
ic o
r livestock
-
related disease may
also result in European or national autho
rities imposing/re
-
imposing restrictions
on travel, further damaging Ryanair’s
business. A serious pande
mic could therefore severely disrupt Ry
anair’s business, resulting in the canc
ellation or loss
of bookings, and adversely affecting
Ryanair’s financial condition and results of operations. See
“—
Th
e Covid
-
19
pandemic and measures t
o reduce its spread have had, and ma
y continue to have, a material adverse imp
act o
n the
Company’s business, resu
lts of operations, financial condition and liquid
ity” and “
Covid
-
19 have disrupted the
Company’s strategic gro
wth plan”.
EU Regulation on
passenger compensation
could significantly incr
ease related costs.
EU Regulation (EC)
No.
261/2004 requires airlines to comp
ensate passengers (holding a valid ticket) wh
o have been denied boarding
or whose
flight has bee
n canceled
or delayed more than three hours on arriva
l. The regulation calls for compensation
of
€250,
€400, or €600 per passenger, depending on the length of the flight and the cause of the c
ancellation or delay, i.e., whether
it is caused by “extraordina
ry circumstances”. As Ryanair’s aver
age flight length is less than 1,500 Km
the
upper limit
for short
-
haul flights
the amount pay
able is generally €250 per p
assenger. Passengers subject to flight delays over
two hours are also entitled to “assistance,”
including
meals, drinks, and telephone calls, as well as hotel accommodation
if the delay extends o
vernight. For delays of o
ver five hours, the airline is
also required to offer
the option of a refund o
f
the cost of the unused ticket. There can be no assu
rance that the Company will not incur a significant increase in costs
in the future due to the impact of this regulation if Ryanair experiences a large number of delays or canceled flights,
which could occur as a result of certain types of events beyond its cont
rol. Further, recently courts in several jurisdictions
have been narrowing the definition of the term “extraordinary circumstanc
es”, thus allowing increased consumer claims
for compensation. In Septem
ber 2015, the Court of Justice of the EU, in Van d
er Lans v KLM, held that airlines are
required to provide compensation to passengers even in the event of a flight c
ancellation on account of unforeseen
technical defects. Further, in Ap
ril 2018, the Court o
f Justice of the EU found in Kru
semann v TUIfly t
hat “wildcat” strikes
which stem from restru
cturing measures taken by an
air carrier do not constitu
te extraordinary circumstan
ces.
In March
2021, in the Airhelp v SAS proceedings, the Court of J
ustice of the EU effectively imposed strict liability on airl
ines to
pay compensation
where flights are canceled o
r delayed for three hours
or more on arrival due to st
rikes by airline staff.
In addition, in Decem
ber 2021, in joined cases
(including Azurair, Corend
on Airlines, Eurowing
s, Austrian Airlines and
Lauda
motion), the Court of Justice of the EU found that compensation is also payable for schedule changes made
without sufficient n
otice which result in an earlier dep
arture of one hour or mo
re or a later departure
of three hours or
more unless due to ‘ex
traordinary circumstan
ces’. See
“—
Extreme Weather Events
Could Affect the Company
and Have
a Material Adverse Effect on the Comp
any’s Results of Operations” below.
Under the terms of EU Regu
lation No. 261/2004, described above, in addit
ion to the payment of co
mpens
ation,
Ryanair has certain duties to passengers whose flights are canceled. In p
articula
r, Ryanair is required to reimburse
passengers who have ha
d their flights canceled for certa
in reasonable, documented e
xpenses
primarily for
accommodation and
food. Passengers m
ust also be given a re
-
routing option if t
heir flight is delayed over th
ree hours
or if it is canceled. Such re
-
routing options are not limited to Ryanair flights and other carr
iers must be considered if no
suitable Ryanair flight can be s
ourced. If a passenger elects for a refund, Ryanair’s re
-
routing obl
igations cease.
The airline industry is particularly sensitive to changes in economic conditions: a continued recession
ary
environment would negat
ively impact Ryanair’s result
s of operations. R
yanair’s operations and the airline i
ndustry in
78
general are sensitive to changes in economic cond
itions. Unfavorable economic conditi
ons such as government
austerity measures, the im
pact of Covid
-
19, the un
certainty relating to the Eurozone and the
U.K. followin
g Brexit,
geopolitical tensions
,
economic instability
as a consequence of Russia’s in
vasion of Ukraine, high unemploy
ment rates,
constrained credit marke
ts and continuing inflationary p
ressures could lead to reduced spending
by both leisure an
d
business passengers.
Unfavo
rable economi
c co
nditions, such as the conditions persisting as of the date hereof, also
tend to impact Ryanair’s
ability to raise fares to counteract increased fuel and
other operating costs. A continued
recessionary and/or in
fl
ationary environment, combined with austerity measures
by European governments, restricted
or less accommodative m
onetary policies, uncertainties
resulting from Brexit
and uncertain
ties, sanctions, trade and
travel restrictions and fuel and gas
shortages resulting from Russia's invasion of Ukraine, will likely negatively impact
Ryanair’s operating results. I
t co
uld also restrict the Com
pany’s ability to grow passenger volumes, secure new airpor
ts
and launch new routes and
bases, and could have a
material adverse
effect on its financial results.
See “
Ge
opolitical
uncertainties and
an increase of
trade protectionism c
ould have
a material adverse e
ffect on Ryanair’
s business, results
of operation and
financial condition
” below.
The introduction o
f
government/
environmental taxes
or prohibitions on travel
could damage Ryan
air’s ability to
grow and could ha
ve a material adverse imp
act on operations.
Travel taxes are levied on a per passenger basis in a
number of Ryanair markets for example in the U.K.,
Air Passenger Duty (APD) is charged at £13 per adult passenger. In
Germany there is an air passenger tax of €13.03 and si
milar taxes exist in Morocco (MAD193), Sweden (SEK62), Hungary
(€10 on s
hort
-
haul traffic from July 1, 2022) and Italy (municipal
taxe
s of €6.50, Rome at €7.50) amongst others. These
taxes are levied as a fla
t amount per departing p
assenger and account fo
r a higher percentage when
applied to low
fares. In Ryanair’s experien
ce the imposition of travel taxes redu
ces the growth potential of
a market as fares
do not
increase by the amount of the tax. In most markets, transfer passengers are exempt from these taxes and
as a result
they distort the mark
et by giving an unfair subsidy
to inefficient high
-
cost airlines
who operate connecting fligh
t
networks. For examp
le, from April 1, 2022, Belgium ha
s introduced a new tax on dep
arting passengers with an exemption
for transfer passengers.
The introduction of govern
ment taxes on travel has h
ad a negative impact on pa
ssenger volumes,
particula
rly
given the impact of the Covid
-
19 pandemic within the
industry. The introduction of further g
overnment taxes on travel
across Europe could have a
material adverse effect on Ryanair’s financial results.
In 2021, a law was passed in France prohib
iting domestic flights where an al
ternative direct train service
operates in under 2.5 hours, with an exception made for connecting flights. T
his exception distorts the market, giving an
unfair advantage to airlin
es which operate connecting flight netw
orks. T
he European Commissi
on is currently
investigating this possible breach of the EU freedom t
o provide services, and the French government has not yet adopted
a necessary implementing decree that defines appropriate train alternatives and eligible connect
ing flights. There is
currently no visibility on when the prohibition will enter into force.
While management believes that any such restriction of airlines’ commercial freedom would be incompatible
with EU law, it cannot be guaranteed that some form o
f government intervention in airline ticket prices will not be
introduced at a national or European
level. This would severely impact the Compa
ny’s ability to attract the most price
sensitive consumers.
In July 2021, the European Commission announced
deta
ils of the proposed “Fit for 55” legislation. These
proposals include the intr
oduction of a jet fuel tax on intra
-
EU flights through th
e Energy Taxation Directive. This tax
would potentially be fully phased in over a 10
-
year per
iod from 2024 to 2033. The i
ntroduction of this tax on intra
-EU
flights could have a material adverse effect on Ryanai
r’s financial results.
Geopolitical uncertainties
and an
increase of trade
protectionism c
ould have a mater
ial adverse
effect on Ryanair
’s
business, results
of opera
ti
on and financial c
ondition.
In response to Russia’s invasion of Ukraine in Febru
ary 2022, the
EU, the U.K. and the U.S. introduced
extensive sanctions on Russia
(as well as Belarus for its role in Russia’s invasion)
comprised of targeted, restrictive me
asures on cer
tain individuals and entities, export controls, restrictions on economic
RY
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77
Risks Related to the Airline Industry
Any significant outbr
eak of any airborne disease could
significantly damage Ryanai
r’s business.
Worldwide, th
ere
has, from time to time, been substantial publicity in recent years regarding certain potent influenza viruses and other
disease epidemics and pandem
ics. Publicity of this type may have a negative impact on demand for a
ir travel in Europe.
Past outbreak
s of MERS, SAR
S, foot
-and-
mouth dis
ease, avian flu, swine flu, Zika vi
rus and the current Covid
-
19
pandemic have adversely impacted the travel industries, including aviat
ion, in c
ertain regions of the world, including
Europe. The Company believes that if a
ny influenza or other pandemic becomes severe in Europe, its effect on demand
for air travel in the market
s in which Ryanair operates could be materia
l, and it could therefore have a si
gnificantly
adverse effect on the Company’s financial performan
ce. A se
vere outbreak of s
wine flu, MERS, SARS, foot
-
and-mouth
disease, avian flu, new (vaccine
-
resist
ant) variants of Covid
-
19, or another pandem
ic o
r livestock
-
related disease may
also result in European or national autho
rities imposing/re
-
imposing restrictions
on travel, further damaging Ryanair’s
business. A serious pande
mic could therefore severely disrupt Ry
anair’s business, resulting in the canc
ellation or loss
of bookings, and adversely affecting
Ryanair’s financial condition and results of operations. See
“—
Th
e Covid
-
19
pandemic and measures t
o reduce its spread have had, and ma
y continue to have, a material adverse imp
act o
n the
Company’s business, resu
lts of operations, financial condition and liquid
ity” and “
Covid
-
19 have disrupted the
Company’s strateg
ic growth plan”.
EU Regulation on
passenger compensation
could significantly incr
ease related costs.
EU Regulation (EC)
No.
261/2004 requires airlines to comp
ensate passengers (holding a valid ticket) wh
o have been denied boarding
or whose
flight has bee
n canceled
or delayed more than three hours on arriva
l. The regulation calls for compensation
of
€250,
€400, or €600 per passenger, depending on the length of the flight and the cause of the c
ancellation or delay, i.e., whether
it is caused by “extraordina
ry circumstances”. As Ryanair’s aver
age flight length is less than 1,500 Km
the u
pper limit
for short
-
haul flights
the amount pay
able is generally €250 per p
assenger. Passengers subject to flight delays over
two hours are also entitled to “assistance,”
including
meals, drinks, and telephone calls, as well as hotel accommodation
if the delay extends o
vernight. For delays of o
ver five hours, the airline is
also required to offer
the option of a refund o
f
the cost of the unused ticket. There can be no assu
rance that the Company will not incur a significant increase in costs
in the future due to the impact of this regulation if Ryanair experiences a large number of delays or canceled flights,
which could occur as a result of certain types of events beyond its cont
rol. Further, recently courts in several jurisdictions
have been narrowing the definition of the term “extraor
dinary circumstances”, thus allowing increased consu
mer claims
for compensation. In Septem
ber 2015, the Court of Justice of the EU, in Van d
er Lans v KLM, held that airlines are
required to provide compensation to passengers even in the event of a flight c
ancellation on account of unforeseen
technical defects. Further, in Ap
ril 2018, the Court o
f Justice of the EU found in Kru
semann v TUIfly t
hat “wildcat” strikes
which stem from restru
cturing measures taken by an
air carrier do not constitu
te extraordinary circumstan
ces.
In March
2021, in the Airhelp v SAS proceedings, the Court of J
ustice of the EU effectively imposed strict liability on airl
ines to
pay compensation
where flights are canceled o
r delayed for three hours
or more on arrival due to st
rikes by airline staff.
In addition, in Decem
ber 2021, in joined cases
(including Azurair, Corend
on Airlines, Eurowing
s, Austrian Airlines and
Lauda
motion), the Court of Justice of the EU found that compensation is also payable for schedule changes made
without sufficient n
otice which result in an earlier dep
arture of one hour or mo
re or a later departure
of three hours or
more unless due to ‘ex
traordinary circumstan
ces’. See
“—
Extreme Weather Events
Could Affect the Company
and Have
a Material Adverse Effect on the Comp
any’s Results of Operations” below.
Under the terms of EU Regu
lation No. 261/2004, described above, in addit
ion to the payment of co
mpens
ation,
Ryanair has certain duties to passengers whose flights are canceled. In p
articula
r, Ryanair is required to reimburse
passengers who have ha
d their flights canceled for certa
in reasonable, documented e
xpenses
primarily for
accommodation and
food. Passengers m
ust also be given a re
-
routing option if t
heir flight is delayed over th
ree hours
or if it is canceled. Such re
-
routing options are not limited to Ryanair flights and other carr
iers must be considered if no
suitable Ryanair flight can be s
ourced. If a passenger elects for a refund, Ryanair’s
re
-
routing obl
igations cease.
The airline industry is particularly sensitive to changes in economic conditions: a continued recession
ary
environment would negat
ively impact Ryanair’s results of operat
ions. Ryanair’s
operations and the airline industry in
78
general are sensitive to changes in economic cond
itions. Unfavorable economic conditi
ons such as government
austerity measures, the im
pact of Covid
-
19, the un
certainty relating to the Eurozone and the
U.K. followin
g Brexit,
geopolitical tensions
,
economic instability
as a consequence of Russia’s in
vasion of Ukraine, high unemplo
yment rates,
constrained credit marke
ts and continuing inflationary p
ressures could lead to reduced spending
by both leisure an
d
business passengers.
Unfavo
rable economi
c co
nditions, such as the conditions persisting as of the date hereof, also
tend to impact Ryanair’s
ability to raise fares to counteract increased fuel and
other operating costs. A continued
recessionary and/or inflati
onary environment, combined with austerity measu
res by European governments, restricted
or less accommodative m
onetary policies, uncertainties
resulting from Brexit
and uncertain
ties, sanctions, trade and
travel restrictions and fuel and gas
shortages resulting from Russia's invasion of Ukraine
, will li
kely negatively impact
Ryanair’s operating results. I
t co
uld also restrict the Com
pany’s ability to grow passenger volumes, secure new airpor
ts
and launch new routes and
bases, and could have a
material adverse
effect on its financial results.
See “
Ge
opolitical
uncertainties and
an increase of
trade protectionism c
ould have
a material advers
e effect on Ryanair’
s business, results
of operation and
financial condition
” below.
The introduction o
f
government/
environmental taxes
or prohibitions on travel
could damage Ryan
air’s ability to
grow and could ha
ve a material adverse imp
act on operations.
Travel taxes are levied on a per passenger basis in a
number of Ryanair markets for example in the U.K.,
Air Passenger Duty (APD) is charged at £13 per adult pass
enger. In
Germany there is an air passenger tax of €13.03 and si
milar taxes exist in Morocco (MAD193), Sweden (SEK62), Hungary
(€10 on s
hort
-
haul traffic from July 1, 2022) and Italy (municipal
taxe
s of €6.50, Rome at €7.50) amongst others. These
taxes are levied as a fla
t amount per departing p
assenger and account fo
r a higher percentage when
applied to low
fares. In Ryanair’s experien
ce the imposition of travel taxes redu
ces the growth potential of
a market as fares
do not
increase by the amount of the tax. In most markets, transfer passengers are exempt from these taxes and
as a result
they distort the mark
et by giving an unfair subsidy
to inefficient high
-
cost airlines
who operate connecting fligh
t
networks. For examp
le, from April 1, 2022, Belgium ha
s introduced a new tax on dep
arting passengers with an exemption
for transfer passengers.
The introduction of g
overnment taxes on tr
avel has had a negati
ve impact on pass
enger volumes,
particula
rly
given the impact of the Covid
-
19 pandemic within the
industry. The introduction of further g
overnment taxes on travel
across Europe could have a
material adverse effect on Ryanair’s financial results.
In 2021, a law was passed in France prohib
iting domestic flights where an al
ternative direct train service
operates in under 2.5 hours, with an exception made for connecting flights. T
his exception distorts the market, giving an
unfair advantage to airlin
es which operate connecting flight netw
orks. T
he European Commissi
on is currently
investigating this possible breach of the EU freedom t
o provide services, and the French government has not yet adopted
a necessary implementing decree that defines appropriate train alternatives and eligible connect
ing flights. There is
currently no visibility on when the prohibition will enter into force.
While management believes that any such restriction of airlines’ commercial freedom would be incompatible
with EU law, it cannot be guaranteed that some form o
f government intervention in airline ticket prices will not be
introduced at a national or European
level. This would severely impact the Compa
ny’s ability to attract the most price
sensitive consumers.
In July 2021, the European Commission announced
deta
ils of the proposed “Fit for 55” legislation. These
proposals include the intr
oduction of a jet fuel tax on intra
-
EU flights through th
e Energy Taxation Directive. This tax
would potentially be fully phased in over a 10
-
year per
iod from 2024 to 2033. The i
ntroduction of this tax on intra
-EU
flights could have a material adverse effect on Ryanai
r’s financial results.
Geopolitical uncertainties
and an
increase of trade
protectionism c
ould have a mater
ial adverse
effect on Ryanair
’s
business, results
of opera
ti
on and financial c
ondition.
In response to Russia’s invasion of Ukraine in Febru
ary 2022, the
EU, the U.K. and the U.
S. introduced extensive san
ctions on Russia (as well as Belarus for its
role in Russia’s invasion)
comprised of targeted, restrictive me
asures on cer
tain individuals and entities, export controls, restrictions on econ
omic
RY
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79
79
relations, trade and financial restrictions.
The sancti
ons have had, and are expected to continue to have, a significant
disruptive effect on gl
obal markets, including oi
l
and gas
markets
,
accessibility of airports and associated travel routes
,
as well as supply chains, in
cluding aircraft components.
Geopolitical events may lead
to further instability across Europe
and worldwide.
The imposition of tariffs on certain imported products by the U.S. has triggered retaliatory actions from certain
foreign governments and may trigger retaliatory actions by other foreign governments, potentially resultin
g in a “
trade
war”. Certain foreign governments h
ave instituted or are
conside
ring imposing trade sanctions on certain U.S. goods.
Others are considering the imp
osition of sanctions that will deny U.S. companies access to critical raw mater
ials.
The above geopolitical and trade uncertainty and tensio
ns have resulted in price incre
ases of goods and service
s
globally that may affect Ryanair which has exposure, either directly or indire
ctly, to certain raw materials, including steel
and titanium used for aircraft and spare parts it pu
rchases and jet fuel. Sanctions, trade wars between
certain countries
or blocks of countr
ies, or other governmental a
ction related to tariffs or intern
ational trade agreements, c
ould have a
material adverse effect
on demand for Ryanair’s services, its
costs, customers, suppliers and/or the Irish,
EU, U.K.,
U.S.
or world economy or certai
n sectors thereof and, thus, Ryanair’s business and financial results.
The Company
is substantially
dependent on disc
retionary air travel.
Because a substantial portion of airline travel
(both business and personal) is disc
retionary and beca
use Ryanair is substantially dependent on discretionary air travel,
any prolonged general reduction in airline passenger traffic could have a material adverse effect on the Company’s
profitability or financial con
dition. Similarly, any signifi
cant increase in expenses related to se
curity, insurance or related
costs could have a material adverse effect on the Com
pany’s profitability or financial condition. As a consequence, an
y
future aircraft safety incide
nts (particularly involving other
low
-
fare ai
rlines or aircraft models flown by Ryana
ir), changes
in public opinion regarding the environmental impacts of air travel, terrorist attacks in Europe, the U.S. or elsewhere,
significant military a
ctions by the United Sta
tes or EU nations, or any
related ec
onomic downturn may ha
ve a material
adverse effect on demand for air travel and thus on Ryanair’s business, operating results, and financial condition. See
“—
The Company is dependent on the continued accep
tance of Low
-
far
es airlines.”
Environme
ntal Reg
ulation will increase c
osts.
M
any aspects of Ryanair’s operations are subject to increasingly
stringent national and international laws, regulations and levies protecting the environment, including those relating to
carbon emissions, clean
water, management of h
azardous materials and clim
ate change. Compliance
with existing and
future environmental laws,
regulations and levies can require significant expend
itures, and violations can lead to
significant fines, penalties
and reputational damage.
In
p
artic
ular, t
he EU Em
issions Trading Scheme (“ET
S”), is a cap
-and-
trade s
ystem for CO2 emissions to
encourage industries to
im
prove
their CO2
efficiency. Under the current legislation, airlines are granted
initial CO2
allowances based on hist
orical perform
an
ce and a CO2 efficiency benchm
ark. Under the “Fit for 55”
proposed
legislation, the EU ETS allowances will be phased out over the period from 2024 to 2027. Any shortage of allowances
has to be purchased in the open market and/or at government auctions. T
he cost of such allowances increased
significantly during fiscal year 2021 and fiscal year 2022. There can be no assurance that Ryanair will be able to obtain
sufficient carbon c
redits or that the cost
of the credits will n
ot have a material adv
erse effect
on the Company’
s business,
operating results, and finan
cial condition.
Additionally, the Eur
opean Commission “ReFuel
EU” proposal provides for a
Sustainable Aviation Fu
el (“SAF”)
blending mandate to be imp
lemented. It sets SAF targets of 2% by 2025 risin
g to 5% by 2030
and 20% by
2035. Ther
e
can be no assurance that sufficient SAF will be available in the m
arket for Ry
ana
ir to purchase or that the cost of SAF
will not have a material ad
verse effect on Ryanair’s
financial results.
Extreme weather
events c
o
uld affect the Co
mpany and
have a material
adverse effect on
the Company
’s results
of operations
.
In 2010 and 2011, a significant portion of the airspace over northern Europe was closed by authorities as
80
a result of safety concerns presented by emissions
of ash from an Icelandic volcano, which resulted in the cancellati
on
of a significant number of flig
hts.
Extreme weather events may happen again and could lead to further significan
t flight cancellation costs which
could have a material adverse
impact on the Co
mpany’s financial condition and results of operations. Furthermore, the
occurrence of such e
vents and the resulting c
ancellations due to the closure
of airports could also h
ave a material
adverse effect on the Co
mpany’s financial perform
ance indirectly, as a
consequence of changes in the pu
blic’s
willingness to travel within Europe due to the risk of flight disruptions.
The Company is dep
endent on the continu
ed acceptance of low
-
fares airline
s.
In past years, accidents or other
safety-relat
ed incidents inv
olving certain other low
-
fares airlines have had a negative imp
act on the public’s acceptance
of such airlines. Any adverse event potentially relating to the safety or reliability of low
-
fa
res airlines (including accidents
or negative repor
ts fr
om regulatory authorities) could adversel
y impact the public’s perception of, and conf
idence in,
low
-
fares airlines like Ryan
air (regardless of Ryanair’s own safety record) and could have a material adverse effect on
Ryanair’s financial conditio
n and
results of operations. In p
articula
r, an accident or
other safety
-
related in
cident involving
an aircraft operated by anoth
er airline of the same model or manufacturer as opera
ted by Ryanair could have a material
adverse effect on Ryanair if
such accident
or other saf
ety
-
related incident resulte
d in actions or investigations b
y global
aviation authorities or created
a public perception that Ryanair’s operations are not safe or rel
iable or are less safe or
reliable than other airlines. Such regulatory action
s and/or pub
lic perceptions could, in turn, result in adverse publicity
for Ryanair, cause harm to Ryanair’s brand
and reduce travel demand on Ryanair’s
flights, resulting in a material adverse
effect on the Company’s fin
ancial condition and results of ope
rations. F
or additional information, see
Risk
s Related
to the Company
A majority of Ryanair’s aircraft and certain parts are sour
ced from a single supplier; therefore, Ryanair
would be materially and adversel
y affected if such supplier were unable to pr
ovide
additional equipment or supp
ort.”
The Company
faces the risk
of loss and
liability.
Ryanair is exposed to potential cat
astrophic losses that may be
incurred in the event
of an aircraft accident or terro
rist incident. Any such ac
cident or incident co
uld involve cost
s related
to the repair or replacement of a damaged aircraft and its consequent temporary or permanent loss from service. In
addition, an accident or incident
coul
d
result in significant legal claims against t
he Company from injured passeng
ers
and others who experienced injury or property damage
as a result of the
accident or incident, including ground victims.
Ryanair currently ma
intains passenger liability insuran
ce, employer liability insu
rance, aircraft insuran
ce for aircraft loss
or dam
age, and other business insu
rance in amounts per occurrence that are consistent with indust
ry standards.
Ryanair currently belie
ves its insurance coverage is a
dequate (although not comp
rehensive). However, there
can be no assurance that the amount of insuran
ce coverage will not need to be increased, that insurance premi
ums will
not increase significantly
, or that Ryanair will not be fo
rced to bear substantial losses from
any accidents not covered
by its insurance. Airline insurance
costs increased dramati
cally following the Sep
tember 2001 terrorist attacks on the
United States. See “
The Company is substantia
lly dependent on discretionary
air travel” above. Substanti
al claims
resulting from an acciden
t in excess of related insurance coverage could ha
ve a m
aterial adverse effect on the
Company’s results of
operations and financial conditio
n. Moreover, any aircraft ac
cident, even if fully insured, could
lead
to the public perception that Ryanair’s air
craft were less safe or reliable than those opera
ted by oth
er airlines, which
could have a material adver
se effect on Ryanair’s business.
EU Regulation No. 2027
/97, as amended by Regulation No. 88
9/2002, governs air carrier l
iability. See “Item 4.
Information on the Company
Insurance” for detai
ls of this regula
tion. This regulation increased the p
otential liability
exposure of air carriers
su
ch
as Ryanair. Although Ryanair has extended its liab
ility insurance to meet the requirements
of the regulation, no assur
ance can be given that other laws, regu
lations, or p
olicies will not be
applied, modified or
amended in a manner that has a material adverse effect
on
Ryanair’s business, operating results, and financial condition.
Airline industry m
argins are subjec
t to significant un
certainty.
The airline indus
try is capital intensive and
is
characterized by high fixed costs and by revenues that generally exhibit subst
antially greater elasticity than costs.
Although fuel accounted fo
r approximately 33% of total operating expens
es in fiscal year 2022 and approximately
22%
RY
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79
relations, trade and financial restrictions.
The sancti
ons have had, and are expected to continue to have, a significant
disruptive effect on global
markets, including oi
l
and g
as
markets
,
accessibility of airports and associated travel routes
,
as well as supply chains, in
cluding aircraft components.
Geopolitical events may lead
to further instability across Europe
and worldwide.
The imposition of tariffs on certain imported products by the U.S. has triggered retaliatory actions from certain
foreign governments and may trigger retaliatory actions by other foreign governments, potentially resultin
g in a
“trade
war”. Certain foreign governments h
ave instituted or are
conside
ring imposing trade sanctions on certain U.S. goods.
Others are considering the imp
osition of sanctions that will deny U.S. companies access to critical raw mater
ials.
The above geopolitical and trade uncertainty and tensio
ns have resulted in price incre
ases of goods and service
s
globally that may affect Ryanair which has exposure, either directly or indirectl
y, to certain raw materials, including steel
and titanium used for aircraft and spare parts it purchases and
jet fuel. Sanctions, trade wars between
certain countries
or blocks of countr
ies, or other governmental a
ction related to tariffs or intern
ational trade agreements, c
ould have a
material adverse effect
on demand for Ryanair’s services, its
costs, customers, suppliers and/or the Irish,
EU, U.K.,
U.S.
or world economy or certai
n sectors thereof and, thus, Ryanair’s business and financial results.
The Company
is substantially
dependent on disc
retionary air travel.
Bec
ause a substantial porti
on of airline travel
(both business and personal) is disc
retionary and beca
use Ryanair is substantially dependent on discretionary air travel,
any prolonged general reduction in airline passenger traffic could have a material adverse effect on the Company’s
profitability or financial con
dition. Similarly, any signifi
cant increase in expenses related to se
curity, insurance or related
costs could have a material adverse effect on the Com
pany’s profitability or financial condition. As a consequence, an
y
future aircraft safety incide
nts (particularly involving other
low
-
fare ai
rlines or aircraft models flown by Ryana
ir), changes
in public opinion regarding the environmental impacts of air travel, terrorist attacks in Europe, the U.S. or elsewhere,
significant military a
ctions by the United Sta
tes or EU nations, or any
related
economic downturn may ha
ve a material
adverse effect on demand for air travel and thus on Ryanair’s business, operating results, and financial condition. See
“—
The Company is dependent on the continued ac
ceptance of Low
-
far
es airlines.”
Environme
ntal Reg
ulation will increase c
osts.
M
any aspects of Ryanair’s operations are subject to increasingly
stringent national and international laws, regulations and levies protecting the environment, including those relating to
carbon emissions, clean
water, management of h
azardous materials and clim
ate change. Compliance
with existing and
future environmental laws,
regulations and levies can require significant expend
itures, and violations can lead to
significant fines, penalties
and reputational damage.
In
p
artic
ular, t
he EU Em
issions Trading Scheme (“ET
S”), is a cap
-and-
trade s
ystem for CO2 emissions to
encourage industries to
im
prove
their CO2
efficiency. Under the current legislation, airlines are granted
initial CO2
allowances based on hist
orical perform
an
ce and a CO2 efficiency benchm
ark. Under the “Fit for 55”
proposed
legislation, the EU ETS allowances will be phased out over the period from 2024 to 2027. Any shortage of allowances
has to be purchased in the open market and/or at government auctions. T
he cost of such allowances increased
significantly during fiscal year 2021 and fiscal year 2022. There can be no assurance that Ryanair will be able to obtain
sufficient carbon c
redits or that the cost
of the credits will n
ot have a material adv
erse effect
on the Company’
s business,
operating results, and finan
cial condition.
Additionally, the Eur
opean Commission “ReFuel
EU” proposal provides for a
Sustainable Aviation Fu
el (“SAF”)
blending mandate to be imp
lemented. It sets SAF targets of 2% by 2025 risin
g to 5% by 2030
and 20% by
2035. Ther
e
can be no assurance that suff
icient SAF will be available in the market for Ryanair to purchase o
r that the cost of SAF
will not have a material ad
verse effect on Ryanair’s
financial results.
Extreme weather
events c
o
uld affect the Co
mpany and
have a material
adverse effect on
the Company
’s results
of operations
.
In 2010 and 2011, a significant portion of the airspace over northern Europe was closed by authorities as
80
a result of safety concerns presented by emissions
of ash from an Icelandic volcano, which resulted in the cancellati
on
of a significant number of flig
hts.
Extreme weather events may happen again and could lead to further significan
t flight cancellation costs which
could have a material adverse
impact on the Co
mpany’s financial condition and results of operations. Furthermore, the
occurrence of such e
vents and the resulting c
ancellations due to the closure
of airports could also h
ave a material
adverse effect on the Co
mpany’s financial perform
ance indirectly, as a
consequence of changes in the pu
blic’s
willingness to travel within Europe due to the risk of flight disruptions.
The Company is dep
endent on the continu
ed acceptance of low
-
fares airline
s.
In past years, accidents or other
safety-relat
ed incidents inv
olving certain other low
-
fares airlines have had a negative imp
act on the public’s acceptance
of such airlines. Any adverse event potentially relating t
o the safety or reliability of low
-
fares airlines (including
accidents
or negative repor
ts fr
om regulatory authorities) could adversel
y impact the public’s perception of, and conf
idence in,
low
-
fares airlines like Ryan
air (regardless of Ryanair’s own safety record) and could have a material adverse effect on
Ryanair’s financial conditio
n and
results of operations. In p
articula
r, an accident or
other safety
-
related in
cident involving
an aircraft operated by anoth
er airline of the same model or manufacturer as opera
ted by Ryanair could have a material
adverse effect on Ryanair if
such accident
or other saf
ety
-
related incident resulte
d in actions or investigations b
y global
aviation authorities or created
a public perception that Ryanair’s operations are not safe or rel
iable or are less safe or
reliable than other airlines. Such regulatory action
s and/or pub
lic perceptions could, in turn, result in adverse publicity
for Ryanair, cause harm to Ryanair’s brand
and reduce travel demand on Ryanair’s
flights, resulting in a material adverse
effect on the Company’s fin
ancial condition and results of ope
rations. F
or additional information, see
Risk
s Related
to the Company
A majority of Ryanair’s aircraft and certain parts are sour
ced from a single supplier; therefore, Ryanair
would be materially and adversel
y affected if such supplier were unable to pr
ovide
additional equipment or sup
port.”
The Company
faces the risk
of loss and
liability.
Ryanair is exposed to potential cat
astrophic losses that may be
incurred in the event
of an aircraft accident or terro
rist incident. Any such ac
cident or incident co
uld involve cost
s related
to the repair or replacement of a damaged aircraft and its consequent temporary or permanent loss from service. In
addition, an accident or incident
coul
d
result in significant legal claims against t
he Company from injured passeng
ers
and others who experienced injury or property damage
as a result of the
accident or incident, including ground victims.
Ryanair currently ma
intains passenger liability insuran
ce, employer liability insu
rance, aircraft insuran
ce for aircraft loss
or dam
age, and other business insu
rance in amounts per occurrence that are consistent with indust
ry standards.
Ryanair currently belie
ves its insurance coverage is a
dequate (although not comp
rehensive). However, there
can be no assurance that the amount of ins
urance coverage will not need to be increased, that insuran
ce premiums will
not increase significantly
, or that Ryanair will not be fo
rced to bear substantial losses from
any accidents not covered
by its insurance. Airline insurance
costs increased dramati
cally following the Sep
tember 2001 terrorist attacks on the
United States. See “
T
he Company is substantia
lly dependent on discretionary
air travel” above. Substanti
al claims
resulting from an acciden
t in excess of related insurance coverage could ha
ve a m
aterial adverse effect on the
Company’s results of
operations and financial conditio
n. Moreover, any aircraft ac
cident, even if fully insured, could
lead
to the public perception that Ryanair’s air
craft were less safe or reliable than those opera
ted by oth
er airlines, which
could have a material adver
se effect on Ryanair’s business.
EU Regulation No. 2027
/97, as amended by Regulation No. 88
9/2002, governs air carrier l
iability. See “Item 4.
Information on the Company
Insurance” for detai
ls of this regula
tion. This regulation increased the poten
tial liability
exposure of air carriers
su
ch
as Ryanair. Although Ryanair has extended its liab
ility insurance to meet the requirements
of the regulation, no assur
ance can be given that other laws, regu
lations, or p
olicies will not be
applied, modified or
amended in a manner that has a material adverse effect
on
Ryanair’s business, operating results, and financial condition.
Airline industry m
argins are subjec
t to significant un
certainty.
The airline indus
try is capital intensive and
is
characterized by high fixed costs and by revenues that generally exhibit subst
antially greater elasticity than costs.
Although fuel accounted fo
r approximately 33% of total operating expens
es in fiscal year 2022 and approximately
22%
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
82
81
81
in fiscal year 2021, management anticipates tha
t these percentages may vary significantly in future ye
ars
.
See “
Changes in Fuel Costs and
Availability Affect the Com
pany’s Results” above. The operating costs
of each flight do not
vary significantly with the nu
mber of passengers flown, and therefore, a relatively small change in the num
ber of
passengers, fare pricing, or traffic mix could have
a disproportionate effect on operating and financi
al results.
Accordingly, a relatively m
inor shortfall from expect
ed revenue levels c
ould have a material adverse effe
ct on the
Company’s growth or financial perf
ormance. See “Item 5. Operating and Financial Revie
w and Prospects.” The very low
marginal costs incurred for p
roviding services to passengers occupying otherwi
se
unsold seats are also a factor in the
industry’s high susceptibility to price discounting. See “
Risks Related to
the Company
The Company faces significant
price and other pressures in a highly competitive env
ironment” above.
Safety-
related undertaking
s could affect the C
ompany’s results.
Aviation authorities in Europe and the United
States periodically require o
r suggest that airlines implement certain safety
-
related procedures on their aircraft. In recent
years, the FAA and
EASA have required a numb
er
of such procedures with regard t
o Boeing 737 aircraft, including
major
modifications to implemen
t changes to the take
-
off configuration wa
rning lights, cabin pressurization system, pitot
system heating, CFM fan b
lade nondestructive testing (NDT) on certa
in produ
ction CFM
-
56 engines, fu
el tank boost
pump electrical arcing prot
ection, and the European Commissi
on’s Datalink mandate. As a result of the grounding of the
Boeing 737
-M
AX-
8 aircraft due to safety
concerns in March 2019, the delivery of new Boeing 7
37
-
8200 aircraft ordered
from Boeing was delayed until June 2
021. Ryanair’s policy is to implement any required safety p
rocedures in accordance
with FAA and EASA guidance and to perform
such procedures in close collaboration with Boe
ing.
In 2019, the FAA
and EASA implemented a regular insp
ection requirement of the air
craft pickle fork for all aircraft
above certain mand
ated cycles and this inspection
requirement will continue and
may become more stringen
t. To date,
all such procedures have been conducted
as part of Ryanair’s
standard maintenance program and ha
ve not interrupted
flight schedules nor required any material increases in Ryanair’s maintenance expenses.
However, there can be no
assurance that the FAA and EASA or other regulatory authorities will
not recomm
end or require other safety
-related
undertakings or that such undertakings would not ad
versely impact Ryanair’s operating results or finan
cial condition.
There also can be no assurance that new regulations will not be implemented in the future
that would apply to
Ryanair’s aircraft and result in an increase in Ryanair’s cost of maintenance, delays in the delivery of airc
raft or other
costs beyond management’
s current estimates. In addition, should Ryanair’s aircraft cease to be sufficiently rel
iable or
should any public perception develop tha
t Ryanair’s aircraft are less than comp
letely reliable, Ryanair’s business could
be materially adversely affected.
State Aid to the Comp
any’s competitors could adversely
affect its results.
In response to t
he Covid
-
19 pandemic,
several European governments have pledg
ed to
support their flag carrier airlines with State Aid through recapitalizations,
loans, loan guarantees and
other measures. As
at
June 30, 2022
, the European Commission has author
ized over €40
bn
in such aid to approxim
ately 20 airlines. Ryanair believ
es that aid that includes a
nationality condition is discriminat
ory
and therefore unlawful under EU law and has challenged the
European Commission’s approval decisions in t
he General
Court. The Ge
nera
l Court overturned the Eu
ropean Commission’s
approvals in three cases (KLM, Condo
r and TAP);
however, the European Comm
ission subsequently re
-
approved the same or similar quantum of aid to each of thes
e
airlines. The General Court u
pheld the European
Com
mission’s approvals in all other cases
, some of which Ryanair has
appealed to the Europe
an Court of Justice. The result of these app
eals is uncertain. Ryanair’s compet
itors may use the
aid to offer below cost prices in the market, which c
ould negative
ly impact the Company’s b
usiness and operations.
Risks Related to Ownersh
ip
of the Company’s Ordina
ry
Shares or ADRs
EU Rules i
mpose restrictions
on the ownership
of Ryanair
Holdings’ ordinary
shares by
Non
-
EU Nation
als, and the
Company has
applied a ban
on the purchase of
ordinary shares by N
on
-
EU nationals
(which since January
1, 2021 includes
U.K. nationals) sinc
e 200
2.
EU Regulation No. 1008/2008 requires that, in order to obtain and retain an operating license,
an EU air carrier mu
st be majority
-
o
wned and effectively contr
olled by EU nationals. The B
oard of Directors of Ryana
ir
Holdings is given certain powers under
Ryanair Holdings’ articles of association (the “Articles”) to take action to ensure
82
that the number of Ordinary Shares held in Ryanair Holdings by non
-
EU nationals (“
Affected Shares”) does not reach a
level that could jeopardize
the Company’s entitlement
t
o continue to h
old or enjoy the benefit of
any license, permit,
consent, or privilege which it holds or enjoy
s and which enables it to c
arry on business as an air carrier. The
Directors,
from time to time, set a “Permitted Maximum” on the number of the Com
pany’s Ordinary Shares that may be owned by
non-
EU nationals at such level as they believe will comply with EU law. The Permitted M
aximum is currently set at 49.9%.
In addition, under cert
ain circumstances, the
Directors can take action to safegu
ard the Co
mpany’s ab
ility to operate by
identifying those Ordinary Sh
ares, American Depositary Shares (“ADSs”) or Affected Shares which give rise to the need
to take action and treat such Ordina
ry Shares, the American Depositar
y Receipts (“ADRs”) evidencing
such ADS
s or
Affected Shares as “Restric
ted Shares” (within the meaning of the Articles).
The Board of Directors may
, under certain circumstances, dep
rive holders of Restricted Shares of thei
r rights to
attend, vote at, and sp
eak at general meetings,
and/or require such ho
lders to dispose of their Res
tricted Shares to an
EU national within as little
as 21 days. The Directors are also given the power to transfer such Restrict
ed Shares
themselves if a holder fails to co
mply, with any such transfer subject to legal challenge by the relevant holder. In 2002,
the Company implemented
measures to restr
i
ct the ability of non
-
EU nat
ionals to purchase Ordinary Share
s, and non
-
EU nationals are currently effectively barr
ed from purchasing Ordinary Shares and
will remain so for as long as these
restrictions remain in plac
e. There can be no assurance that thes
e restrict
ions will ever be lifted. Addit
ionally, these
foreign ownership restri
ctions could result in Ryanair’s exclusion fr
om certain stock tracking indices. Any su
ch exclusion
may adversely affect the
market price of the Ordinary Shares and ADRs. S
ince
Ap
ril 2012, the Company has had the
necessary authorities in place to repur
chase ADRs as part of its general authority to repurchase up to 10% of the issued
share capital in the Company. See “Item 10. Additional Information
Limitations
on Share Ownership b
y Non
-EU
Nationals” for a detailed dis
cussion of restrictions on share ownersh
ip and the current ban on shar
e purchases by non
-
EU nationals.
As a result of Brexit, with effect from January 1, 2021 U.K. nationals ceased to qualify as EU natio
nals.
Consequ
ently, as of
that date, the 2002 ban on the purchase
of ordinary shares by non
-
EU nationals has appli
ed to U.K.
nationals also. In addition, in accordance with the resolutions passed
by the Board of the Company on March 8, 2019,
all Ordinary Shares and AD
Ss held by or on behalf of non
-
EU nationals (including
U.K. nationals) are, as of January 1,
2021, treated as “Restricted Shares”. Restri
cted Share Notices were issued to the registered holder(s) of ea
ch Restricted
Share specifying that
the holder(s) of suc
h shar
es shall not be entitled to attend
, speak or vote at any general meeting
of the Company for so long
as those shares are treated as Restricted Shares
pursuant to Article 41(J)(i) of the Articles.
U.K. nationals are not required to dispose of Ordinary
Shares which they purchased prior to January 1, 2021. These
resolutions will remain in place until the Board determines that the ownership and control of the Company is no lo
nger
such that there is any risk
to the airline licenses held
by the Company's su
bsidiaries pursuant t
o EU Regulation No.
1008/2008.
Holders of ordinary
shares are cur
rently unable to con
vert those shares into ADR
s.
In an effort to increase the
percentage of its share capital held by EU nationals, on June 26, 2001, Ryanair Holdings in
structed Th
e Bank of New
York Mellon, the depositary for its ADR program (the “Deposi
tary”), to suspend the issuance of new ADRs in exchange
for the deposit
of Ordinary Shares unti
l further notice.
Holders of Ordinary Sh
ares cannot convert the
ir Ordinary S
hares
into ADRs during this suspension, and there can be no assurance that the suspension will ever be lifted. See also “
EU
Rules Impose Restrictions o
n the Ownership of Ryanair Holdings’ Ordin
ary Shares by Non
-
EU nationals and the Company
has Instituted a Ban on the Purchase of Ordina
ry Shares by Non
-
EU Nationals”.
The Company’s result
s of operations may
fluctuate significantly
. Th
e Company’s results of operations have
varied significantly from quarter to qu
arter, and management expects these varia
tions
to c
ontinue. See “Item 5.
Operating and Financial Review and Prospects
Seasonal Fluctuations.” Among the factors causing thes
e variations are
the airline industry’s sensitivity to general ec
onomic conditions, the seasonal nature of air travel, and trends i
n airlines’
costs, especially fuel
costs. Because a substantial porti
on of airline travel (both business
and personal) is discretionary
,
the industry tends to experience
adverse financial results during general e
conomic downturns. Th
e Company is
substantia
lly dependent on
discretionary air travel.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
82
81
in fiscal year 2021, management anticipates tha
t these percentages may vary significantly in future ye
ars
.
See “
Changes in Fuel Costs and
Availability Affect the Com
pany’s Results” above. The operating costs
of each flight do not
vary significantly with the nu
mber of passengers flown, and therefore, a relatively small change in the num
ber of
passengers, fare pricing, or traffic mix could have
a disproportionate effect on operating and financi
al results.
Accordingly, a relatively m
inor shortfall from expect
ed revenue levels c
ould have a material adverse effe
ct on the
Company’s growth or financial perf
ormance. See “Item 5. Operating and Financial Revie
w and Prospects.” The very low
marginal costs incurred for p
roviding services to passengers occupying otherwi
se
unsold seats are also a factor in the
industry’s high susceptibility to price discounting. See “
Risks Related to
the Company
The Company faces significant
price and other pressures in a highly competitive env
ironment” above.
Safety-
related undertaking
s could affect the C
ompany’s results.
Aviation authorities in Europe and the United
States periodically require o
r suggest that airlines implement certain safety
-
related procedures on their aircraft. In recent
years, the FAA and
EASA have required a numb
er
of such procedures with regard t
o Boeing 737 aircraft, including
major
modifications to implemen
t changes to the take
-
off configuration wa
rning lights, cabin pressurization system, pitot
system heating, CFM fan b
lade nondestructive testing (NDT) on certa
in produ
ction CFM
-
56 engines, fu
el tank boost
pump electrical arcing prot
ection, and the European Commissi
on’s Datalink mandate. As a result of the grounding of the
Boeing 737
-M
AX-
8 aircraft due to safety
concerns in March 2019, the delivery of new Boeing 7
37
-
8200 aircraft ordered
from Boeing was delayed until June 2
021. Ryanair’s policy is to implement any required safety p
rocedures in accordance
with FAA and EASA guidance and to perform
such procedures in close collaboration with Boe
ing.
In 2019, the FAA
and EASA implemented a regular insp
ection requirement of the air
craft pickle fork for all aircraft
above certain mand
ated cycles and this inspection
requirement will continue and
may become more stringen
t. To date,
all such procedures have been conducted
as part of Ryanair’s
standard maintenance program and ha
ve not interrupted
flight schedules nor required any material increases in Ryanair’s maintenance expenses.
However, there can be no
assurance that the FAA and EASA or other regulatory authorities will
not recomm
end or require other safety
-related
undertakings or that such undertakings would not ad
versely impact Ryanair’s operating results or finan
cial condition.
There also can be no assurance that new regulations will not be implemented in the future
that would apply to
Ryanair’s aircraft and result in an increase in Ryanair’s cost of maintenance, delays in the delivery of airc
raft or other
costs beyond management’
s current estimates. In addition, should Ryanair’s aircraft cease to be sufficiently rel
iable or
should any public perception develop tha
t Ryanair’s aircraft are less than comp
letely reliable, Ryanair’s business could
be materially adversely affected.
State Aid to the Comp
any’s competitors could adversely
affect its results.
In response to t
he Covid
-
19 pandemic,
several European governments have pledg
ed to
support their flag carrier airlines with State Aid through recapitalizations,
loans, loan guarantees and
other measures. As
at
June 30, 2022
, the European Commission has author
ized over €40
bn
in such aid to approxim
ately 20 airlines. Ryanair believ
es that aid that includes a
nationality condition is discriminat
ory
and therefore unlawful under EU law and has challenged the
European Commission’s approval decisions in t
he General
Court. The Ge
nera
l Court overturned the Eu
ropean Commission’s
approvals in three cases (KLM, Condo
r and TAP);
however, the European Comm
ission subsequently re
-
approved the same or similar quantum of aid to each of thes
e
airlines. The General Court u
pheld the European
Com
mission’s approvals in all other cases
, some of which Ryanair has
appealed to the Europe
an Court of Justice. The result of these app
eals is uncertain. Ryanair’s compet
itors may use the
aid to offer below cost prices in the market, which c
ould negative
ly impact the Company’s bu
siness and operations.
Risks Related to Ownersh
ip
of the Company’s Ordina
ry
Shares or ADRs
EU Rules i
mpose restrictions
on the ownership
of Ryanair
Holdings’ ordinary
shares by
Non
-
EU Nation
als, and the
Company has
applied a ban
on the purchase of
ordinary shares by N
on
-
EU nationals
(which since January
1, 2021 includes
U.K. nationals) sinc
e 200
2.
EU Regulation No. 1008/2008 requires that, in order to obtain and retain an operating license,
an EU air carrier mu
st be majority
-
o
wned and effectively contr
olled by EU nationals. The B
oard of Directors of Ryana
ir
Holdings is given certain powers under
Ryanair Holdings’ articles of association (the “Articles”) to take action to ensure
82
that the number of Ordinary Shares held in Ryanair Holdings by non
-
EU nationals (“Affected Shares”) does not reach a
level that could jeopardize
the Company’s entitlement
t
o continue to h
old or enjoy the benefit of
any license, permit,
consent, or privilege which it holds or enjoys and which enables it
to carry on business as an ai
r carrier. The Directors,
from time to time, set a “Permitted Maximum” on the number of the Com
pany’s Ordinary Shares that may be owned by
non-
EU nationals at such level as they believe will comp
ly wit
h EU law. The Permitted
Maximum is currently set at 49.9%.
In addition, under cert
ain circumstances, the
Directors can take action to safegu
ard the Co
mpany’s ab
ility to operate by
identifying those Ordinary Sh
ares, American Depositary Shares (“ADSs”) or Affected Shares which give rise to the need
to take action and treat such Ordina
ry Shares, the American Depositar
y Receipts (“ADRs”) evidencing
such ADS
s or
Affected Shares as “Restric
ted Shares” (within the meaning of the Articles).
The Board of Directors may, under certain circums
tances, deprive holders of Restri
cted Shares of their rights to
attend, vote at, and sp
eak at general meetings,
and/or require such ho
lders to dispose of their Res
tricted Shares to an
EU national within as little
as 21 days. The Directors are also given the power to transfer such Restrict
ed Shares
themselves if a holder fails to co
mply, with any such transfer subject to legal challenge by the relevant holder. In 2002,
the Company implemented
measures to restr
i
ct the ability of non
-
EU nat
ionals to purchase Ordinary Share
s, and non
-
EU nationals are currently effectively barr
ed from purchasing Ordinary Shares and
will remain so for as long as these
restrictions remain in plac
e. There can be no assurance that thes
e restrict
ions will ever be lifted. Addit
ionally, these
foreign ownership restri
ctions could result in Ryanair’s exclusion fr
om certain stock tracking indices. Any su
ch exclusion
may adversely affect the
market price of the Ordinary Shares and ADRs. S
ince
April 2012, the Company has had the
necessary authorities in place to repur
chase ADRs as part of its general authority to repurchase up to 10% of the issued
share capital in the Company. See “Item 10. Additional Information
Limitations
on Share Ownership b
y Non
-EU
Nationals” for a detailed dis
cussion of restrictions on share ownersh
ip and the current ban on shar
e purchases by non
-
EU nationals.
As a result of Brexit, with effect from January 1, 2021 U.K. nationals ceased to qualify as EU natio
nals.
Consequ
ently, as of
that date, the 2002 ban on the purchase
of ordinary shares by non
-
EU nationals has appli
ed to U.K.
nationals also. In addition, in accordance with the resolutions passed
by the Board of the Company on March 8, 2019,
all Ordinary Shares and AD
Ss held by or on behalf of non
-
EU nationals (including
U.K. nationals) are, as of January 1,
2021, treated as “Restricted Shares”. Restri
cted Share Notices were issued to the registered holder(s) of ea
ch Restricted
Share specifying that the holder
(s) of such shares sh
all not be entitled to attend, speak or vote a
t any general meeting
of the Company for so long
as those shares are treated as Restricted Shares
pursuant to Article 41(J)(i) of the Articles.
U.K. nationals are not required to dispose of Ordinary
Shares which they purchased prior to January 1, 2021. These
resolutions will remain in place until the Board determines that the ownership and control of the Company is no lo
nger
such that there is any risk
to the airline licenses held
by the Company's su
bsidiaries pursuant t
o EU Regulation No.
1008/2008.
Holders of ordinary
shares are cur
rently unable to con
vert those shares into ADR
s.
In an eff
ort to
increase the
percentage of its share capital held by EU nationals, on June 26, 2001, Ryanair Holdings in
structed Th
e Bank of New
York Mellon, the depositary for its ADR program (the “Deposi
tary”), to suspend the issuance of new ADRs in exchange
for the deposit
of Ordinary Shares unti
l further notice.
Holders of Ordinary Sh
ares cannot convert the
ir Ordinary S
hares
into ADRs during this suspension, and there can be no assurance that the suspension will ever be lifted. See also “
EU
Rules Impose Restrictions o
n the Ownership of Ryanair Holdings’ Ordin
ary Shares by Non
-
EU nationals and the Comp
any
has Instituted a Ban on the Purchase of Ordina
ry Shares by Non
-
EU Nationals”.
The Company’s result
s of operations may
fluctuate significantly
. Th
e Company’s results of operations have
varied significantly from quarter to qu
arter, and management expects these varia
tions
t
o continue. See “Item 5.
Operating and Financial Review and Prospects
Seasonal Fluctuations.” Among the factors causing thes
e variations are
the airline industry’s sensitivity to general ec
onomic conditions, the seasonal nature of air travel, and trends i
n airlines’
costs, especially fuel
costs. Because a substantial porti
on of airline travel (both business
and personal) is discretionary
,
the industry tends to exp
erience adverse financial results during
general economic down
turns. The Company is
substantia
lly dependent on
discretionary air travel.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
84
83
83
The trading price of Ryanair Holdings’ Ordina
ry Shares and ADRs may be subject to wide fluctuations in response
to quarterly variations in th
e Company’s operating results and the oper
ating results of other airli
nes. In
addition, the
global stock markets fr
om time to time experience extr
eme price and volume fluctuations that affe
ct the market prices
of many airline company stocks. These broad market flu
ctuations may materially adversely affect the market p
rice o
f
the Ordinary Shares and AD
Rs.
Ryanair Holdings may or m
ay not pay dividends.
Sinc
e its incorporation in 1996, Ryanair Holdings, has only
occasionally declared special dividends on both its Ordinary Shares and ADRs. Ryanair Holdings’ ability to pay dividen
ds
in the future will be dependent
on the financial performance of the Company and
there is no guarantee that any further
dividends will be paid. See “Item 8.
Financial Information
Other Financial Inf
ormation
Dividend Poli
cy”. As a holding
compan
y, Ryanair
Holdings does not have any
material assets other than
its shares in the Comp
any’s operating airlines
and in other entities within the Ryanair Holdings
group structure.
Increased costs for p
ossible future ADR and sh
are repurch
ases.
As the ADRs have histor
ically traded on the
NASDAQ Stock Market (“N
ASDAQ”) at a premium compared to Ord
inary Shares, the inclusion of ADRs in b
uyback
programs may result
in increased costs in perf
orming share buybacks. Since
fiscal year 2008 the Comp
any has
repurchased shares as
fo
llows:
Year ended March 31,
No.
of
shares (m)
Approx.
cos
t
(€m
)
2009
-
2018
322.7
3,384.9
2019
37.8
560.5
2020
47.2
580.5
2021
2022
Period through July 21, 2022
Total
407.7
4,525.9
There is no guar
antee that
the Company’s curr
ent Central Securities
Depository (“CSD”
) will provide equi
valent
functionality to the Compan
y’s previous CSD, which ma
y adversely impact the Company
and/or holders of ADRs and/or
interests in
Ordinary Shares.
Ireland does not have a domestic CSD, and Irish issu
ers, including Ryanair Holding
s, whose
shares are traded on Euronext Dublin have histori
cally relied on CREST. CREST is a system which facilitated the recording
of ownership and effecting
transfers of shares in Irish incorporated c
ompanies, operated by Euroclear U.K
. & Ireland
(“EUI”) and authorized as a CSD in the United Kingdom.
EU issuers are re
quired by EU Regulation 90
9/2014 (“EU CSD Regulation”)
to use a CSD authorized in
an EU
Membe
r State. One of the c
onsequences of Brexit is therefore th
at the CREST system is no longer authorized
to act as
a CSD for Irish securities. This is because EUI became a third country CSD following Brexit and is no longer authorized
to passport its servic
es
into Ireland pursuant to Europe
an law.
The Company held an Ex
traordinary General Meeting at
which it was resolved that the Ordinar
y Shares of Ryanair
Holdings would be migrated from the CREST System to the settlement system operated by Euroclear Bank SA/NV
(“Euroclear Bank”), the CSD in B
elgium
, over the course of the weekend commencing M
arch 12, 2021 (the “
Migration”).
The Migration, involving all Irish companies list
ed on Euronext Dublin, was successf
ully completed on March 15, 2021.
The Euroclear Bank model is structurally different to CRES
T. Euroclear Bank o
perates an “intermediated”
settlement system, where l
egal title to shares in the issuer is held by a nominee of Euroclear Bank.
Participants in
Euroclear Bank (e.g., credit ins
titutions, stockbrokers, investment man
agers) have rights in
relation to these shares under
Belgian law (Belgium being Euro
clear Bank’s place of incorporation),
and underlying investors hold their inte
rests in the
shares through their contractual relati
onship with a participant, or the direct or indirect counterpart
y of a participant.
Prior to March 2021, the Company’s securities had not been
deposited on an “intermediated” settlement basis
and it cannot be guaranteed that the Euroclear Bank CSD will be able to continue to supp
ort the Company in respect of
its conti
nued compliance w
ith EU ownership and control requirements pu
rsuant to EU Regulation 1008/2008.
84
Item 4.
Information on
the Company
INTRODUCTION
Ryanair Holdings
was incorporated in 199
6 as a holding company fo
r Ryanair Designated Acti
vity Company
(“DAC”)
(previously ca
lled Ryanair Limited). The latter operates a low fare, sched
uled
-
passenger airline serving sh
ort
-
haul, point
-
to
-
p
oint routes mainly within Eur
ope. In fiscal year 2019, the Comp
any set up Buzz, formally kn
own as Ryanair
Sun, (a Polish charter
and scheduled p
assenger airline with a Polish AOC), and ac
quired Lauda (a Maltese
wet lease
provider to the Ryanair Gr
oup with a Maltese AOC), an
d set
-
up Ryanair U.K.
(with a U.K. AOC). In fiscal year 2
020, Malta
Air became the fifth airline in the Ryana
ir Group. Each of
Buzz, Lauda, Malta Air, Ryanair DAC and Ryanair U.K. are wholly
owned airlines within the R
yanair Group. See “Item 5. Operating and Fin
ancial Review and Prospects
Histor
y” for detail
on the history of the Compa
ny. As of June 30, 2022, th
e Ryanair Group had a p
rincipal fleet of approximatel
y 483 Boeing
737 aircraft and 29 Airbus
A320 aircraft. As of July
21
, 2022, the G
roup offered approximat
ely 3,000
short-
haul flights
per day serving
225
airports across Europe
.
It is anticipated that ad
ditional capacity will be offered
over the next twelve
months, subject to the con
tinued recovery from Covid
-
19 and assu
ming travel restrictions and lockdo
wns are not re
-
imposed. See “
Route S
ystem, Scheduling and Fares
Route System
and Scheduling” for more
details of Ryan
air’s route
network. See “Item 5. Operating and Financial Review and Prospec
ts
Seasona
l Fluctuations” for information about the
seasonality of Ryanair’s busines
s.
Ryanair recorded a loss after taxation of €241m in fiscal year 2022, as compared with a loss of €1,015m in fiscal
year 2021. The reduced loss was primarily attributable
to a 253% increase in traffic as European Governmen
ts eased
travel restrictions/lockdo
wns associated with the Covid
-
19 pandemic, facilitated by lower fares and off
set by strong
ancillary revenue perform
ance and cost contro
l within the business. Ryanair gen
erated an average booked
passenger
load factor of approxima
tely 82% in fiscal year 2022, compared to 71
% in fiscal year 2021 and total revenue increased
by 193% to
€4.80bn, up from €1.64bn in fiscal year 2021.
Management believes that the market’s ac
ceptance of Ryanair’s low
-
far
es service is reflected in the “Ryanair
Effect” –
Ryanair’s history of stimulating significant annual passen
ger traffic growth on the route
s
where it c
ommences
service. Fiscal year 2022 was another challenging year
for the Group as the reco
very from the Covid
-
1
9 pandemic was
disrupted by the delayed rollout of the EU C
ovid Digital Certificates until July 2021 and then by both the Omicr
on vari
ant
and the Russian invasion of Ukraine in the second half of the fiscal year. Despite these challenges,
Ryana
ir was one of
very few airlines during the Covid
-
19 crisis to place significant new aircraft order
s, to expand our airport partnerships,
secure lo
wer costs so that we can pass on even lower fares on many new route
s during the post Covid recovery. As
Ryanair continues to recover from the Covid
-
19 crisis, the Group remains commi
tted to restoring the pay cuts agreed
with staff to minimize job losses du
ring the Covid shutdowns.
The address of Ryanair Holdings’
registered office is c/o Ryanair DAC, Dublin Office, Airside Business Park,
Swords, County Dublin, K67 NY94, I
reland. The Company’s contact person regarding
this Annual Report on Form 20
-
F is:
Nei
l Sorahan, Group CFO (same address as above). The telephone number is +353
-1-
945
-
1212 and facsimile number is
+353
-1-
945
-
1213. Under its current Articles, Ryanair Holdings has an unlimited c
orporate duration.
Ryanair Holdings files ann
ual reports, special
reports,
and other information with the SEC. Its SEC fil
ings are
available on the SEC’s website at
https://www.sec.g
ov
. This site contains reports, proxy and information st
atements
and other informati
on regarding issuer
s that file electronically with the SEC. Ryan
air Holdings also makes available on
its website, free of ch
arge, its annual reports on Form
20
-
F and the text of its
reports on Form 6
-
K
, including any
amendments to these rep
orts, as well as certain oth
er SEC
filings, as so
on as reasonably practi
cable after they are
electronically filed with or furnished to the SEC. Ryanai
r’s website address is
https
://www.ryanair.com
. The information
on these websites, and any other
website refer
enced herein, is not part of this report except as specifically incorporated
by reference herein.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
84
83
The trading price of Ryanair Holdings’ Ordina
ry Shares and ADRs may be subject to wide fluctuations in response
to quarterly variations in th
e Company’s operating results and the oper
ating results of other airli
nes. In
addition, the
global stock markets fr
om time to time experience extr
eme price and volume fluctuations that affe
ct the market prices
of many airline company stocks. These broad market flu
ctuations may materially adversely affect the market p
rice o
f
the Ordinary Shares and AD
Rs.
Ryanair Holdings may or m
ay not pay dividends.
Sinc
e its incorporation in 1996, Ryanair Holdings, has only
occasionally declared special dividends on both its Ordinary Shares and ADRs. Ryanair Holdings’ ability to pay dividen
ds
in the future will be dependent
on the financial performance of the Company and
there is no guarantee that any further
dividends will be paid. See “Item 8.
Financial Information
Other Financial Inf
ormation
Dividend Poli
cy”. As a holding
compan
y, Ryanair
Holdings does not have any
material assets other than
its shares in the Comp
any’s operating airlines
and in other entities within the Ryanair Holdings
group structure.
Increased costs for p
ossible future ADR and sh
are repurch
ases.
As the ADRs have histor
ically traded on the
NASDAQ Stock Market (“N
ASDAQ”) at a premium compared to Ord
inary Shares, the inclusion of ADRs in b
uyback
programs may result
in increased costs in perf
orming share buybacks. Since
fiscal year 2008 the Comp
any has
repurchased shares as
fo
llows:
Year ended March 31,
 
No.
of
shares (m)
 
Approx.
cos
t
(€m
)
2009
-
2018
322.7
3,384.9
2019
 
37.8
 
560.5
2020
 
47.2
 
580.5
2021
 
 
2022
 
 
Period through July 21, 2022
Total
 
407.7
 
4,525.9
There is no guar
antee that
the Company’s curr
ent Central Securities
Depository (“CSD”
) will provide equi
valent
functionality to the Compan
y’s previous CSD, which ma
y adversely impact the Company
and/or holders of ADRs and/or
interests in
Ordinary Shares.
Ireland does not have a domestic CSD, and Irish issu
ers, including Ryanair Holding
s, whose
shares are traded on Euronext Dublin have histori
cally relied on CREST. CREST is a system which facilitated the recording
of ownership and effecting
transfers of shares in Irish incorporated c
ompanies, operated by Euroclear U.K
. & Ireland
(“EUI”) and authorized as a CSD in the United Kingdom.
EU issuers are re
quired by EU Regulation 90
9/2014 (“EU CSD Regulation”)
to use a CSD authorized in
an EU
Membe
r State. One of the c
onsequences of Brexit is therefore th
at the CREST system is no longer authorized
to act as
a CSD for Irish securities. This is because EUI became a third country CSD following Brexit and is no longer authorized
to passport its servic
es
into Ireland pursuant to Europe
an law.
The Company held an Ex
traordinary General Meeting at
which it was resolved that the Ordinar
y Shares of Ryanair
Holdings would be migrated from the CREST System to the settlement system operated by Euroclear Bank SA/NV
(“Euroclear Bank”), the CSD in B
elgium
, over the course of the weekend commencing M
arch 12, 2021 (the “
Migration”).
The Migration, involving all Irish companies list
ed on Euronext Dublin, was successf
ully completed on March 15, 2021.
The Euroclear Bank model is structurally different to CRES
T. Euroclear Bank o
perates an “intermediated”
settlement system, where l
egal title to shares in the issuer is held by a nominee of Euroclear Bank.
Participants in
Euroclear Bank (e.g., credit ins
titutions, stockbrokers, investment man
agers) have rights in
relation to these shares under
Belgian law (Belgium being Euro
clear Bank’s place of incorporation),
and underlying investors hold their inte
rests in the
shares through their contractual relati
onship with a participant, or the direct or indirect counterpart
y of a participant.
Prior to March 2021, the Company’s securities had not been
deposited on an “intermediated” settlement basis
and it cannot be guaranteed that the Euroclear Bank CSD will be able to continue to supp
ort the Company in respect of
its conti
nued compliance w
ith EU ownership and control requirements pu
rsuant to EU Regulation 1008/2008.
84
Item 4.
Information on
the Company
INTRODUCTION
Ryanair Holdings
was incorporated in 199
6 as a holding company fo
r Ryanair Designated Acti
vity Company
(“DAC”)
(previously ca
lled Ryanair Limited). The latter operates a low fare, sched
uled
-
passenger airline serving sh
ort
-
haul, point
-
to
-
p
oint routes mainly within Eur
ope. In fiscal year 2019, the Comp
any set up Buzz, formally kn
own as Ryanair
Sun, (a Polish charter
and schedu
led passenger airline with a Polish AOC), and acquired Lauda (a Maltese wet lease
provider to the Ryanair Gr
oup with a Maltese AOC), an
d set
-
up Ryanair U.K.
(with a U.K. AOC). In fiscal year 2
020, Malta
Air became the fifth airline in the Ryana
ir Group. Each of
Buzz, Lauda, Malta Air, Ryanair DAC and Ryanair U.K. are wholly
owned airlines within the R
yanair Group. See “Item 5. Operating and Fin
ancial Review and Prospects
Hist
ory” for detail
on the history of the Compa
ny. As of June 30, 2022, th
e Ryanair Group had a p
rincipal fleet of approximatel
y 483 Boeing
737 aircraft and 29 Airbus
A320 aircraft. As of July
21
, 2022, the G
roup offered approximat
ely 3,000
short-
haul flights
per day serving
225
airports across Europe
.
It is anticipated that additional capacity will b
e offered over the next twelve
months, subject to the con
tinued recovery from Covid
-
19 and assu
ming travel restrictions and lockdo
wns are not re
-
imposed. See “
Route S
ystem, Scheduling and Fares
Route System
and Scheduling” for more
details of Ryan
air’s route
network. See “Item 5. Operating and Financial Review and Prospec
ts
Seasona
l Fluctuations” for information about the
seasonality of Ryanair’s busines
s.
Ryanair recorded a loss after taxation of €241m in fiscal year 2022, as compared with a loss of €1,015m in fiscal
year 2021. The reduced loss was primarily attributable
to a 253% increase in traffic as European Governmen
ts eased
travel restrictions/lockdo
wns associated with the Covid
-
19 pandemic, facilitated by lower fares and off
set by strong
ancillary revenue perform
ance and cost contro
l within the business. Ryanair gen
erated an average booked
passenger
load factor of approxima
tely 82% in fiscal year 2022, compared to 71
% in fiscal year 2021 and total revenue increased
by 193% to
€4.80bn, up from €1.64bn in fiscal year 2021.
Management believes that the market’s ac
ceptance of Ryanair’s low
-
far
es service is reflected in the “Ryanair
Effect” –
Ryanair’s history of stimulating significant annual passenger traffic growth on the route
s where it commences
service. Fiscal year 2022 was another challenging year
for the Group as the reco
very from the Covid
-
1
9 pandemic was
disrupted by the delayed rollout of the EU Covid Digital Certificates u
ntil July 2021 and then by both the Omicron vari
ant
and the Russian invasion of Ukraine in the
second half of the fiscal year. Despite these challenges,
Ryanair w
as one of
very few airlines during the Covid
-
19 crisis to place significant new aircraft order
s, to expand our airport partnerships,
secure lo
wer costs so that we can pass on even lower fares on many new routes during
the post Covi
d recovery. As
Ryanair continues to recover from the Covid
-
19 crisis, the Group remains committed to rest
oring the pay cuts agreed
with staff to minimize job losses du
ring the Covid shutdowns.
The address of Ryanair Holdings’
registered office is c/o Ryanair DAC, Dublin Office, Airside Business Park,
Swords, County Dublin, K67 NY94, I
reland.
The Company’s contact person regarding
this Annual Report on Form 20
-
F is:
Nei
l Sorahan, Group CFO (same address as above). The telephone number is +353
-1-
945
-
1212 and facsimile number is
+353
-1-
945
-
1213. Under its current Articles, Ryanair Holdings has an unlimited c
orporate duration.
Ryanair Holdings files ann
ual reports, special
reports,
and other information with the SEC. Its SEC filings are
available on the SEC’s website at
https://www.sec.g
ov
. This site contains reports, proxy and information statements
and other informati
on regarding issuer
s that file electronically with the SEC. Ryan
air Holdings also makes available on
its website, free of ch
arge, its annual reports on Form
20
-
F and the text of its
reports on Form 6
-
K, incl
uding any
amendments to these rep
orts, as well as certain oth
er SEC
filings, as so
on as reasonably practi
cable after they are
electronically filed with or furnished to the SEC. Ryanai
r’s website address is
https
://www.ryanair.com
. The information
on these websites, and any other
website refer
enced herein, is not part of this report except as specifically incorporated
by reference herein.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
86
85
85
STRA
TEGY
Ryanair’s objective is to establish itself as Europe’s largest scheduled passenger airline group, throu
gh
continued improvements
and
expanded offer
ings of its low
-
fares ser
vice. The Ryanair Group seeks t
o offer low fares
that generate increased pass
enger traffic while maintaining a continuous focus
on co
st
-
containment and
operating
efficiencies. The key elements of Ryana
ir’s long
-term
s
trategy are:
Low
-Fares.
Ryana
ir’s low fares are designed to stimulate demand, particularly fro
m fare
-
cons
cious leisure and
business travelers
who might otherwise use alternati
ve forms of transportati
on or choose not to travel at
all. Ryanair
sells seats on a one
-
way basis, thu
s e
liminating minimum stay requirem
ents from all travel on Ryanair scheduled
services. Ryanair sets fares on the basis of the demand for particular flights and by reference to the period remaining to
the date of departure of th
e flight, with higher fares typi
cally charged on flights with higher lev
els of demand and for
bookings made nearer to th
e date of departure. Ryanair also peri
odically runs special promotional fare camp
aigns. See
“—
Route System, Schedulin
g and Fares
Widely Avail
able Low Fares” below.
Cu
stomer Service.
Ryanair’s strategy is to deliver the best customer service pe
rformance in its peer group.
Ryanair delivers indust
ry leading punctuality (target >9
0% excluding ATC disruptions) and fewer l
ost bags than its peer
group in Europe. Ryanair achie
ves this by focusing strongly on the execution of these services. Ryanair conducts a daily
conference call with airport personnel at each of its base airports, during which the reasons for each “
firs
t wave
” flight
delay and baggage short shipment are discu
ssed in detail and logged to ensure that the root
cause is identified and
rectified. Subsequent (consequentia
l) delays and short shipments are investigated by Ryanair ground operations
personnel. During fiscal year 202
2, Ryanair became the first in the ind
ustry to launch a “Day of Travel” assistant in the
Ryanair app informing pass
engers about such things as allocated gate, tim
e through security, bag drop and pick up and,
importantly, keeping them u
p to date wit
h messages a
nd videos in relation to any delay
incurred.
Ryanair has an ongoing commitment to improving customer satisfa
ction across the customer journey and this
is measured by regular post fligh
t customer satisfaction (“CSAT”) surveys and online “myster
y
-
p
assenger” checks. Every
passenger who fli
es
with Ryanair can rate their flying experience. Last year, Ryanair
registered a significant improvemen
t
in its CSAT score.
Ryanair launched the “We’re Listening
” initiative
in 2021 and held Ryanair Custom
er Panel meetings during the
past year in both D
ublin and Madrid. Ryanair customers from across the network participated in the panel and provided
valuable input and feedbac
k. Based on this feedback, in fiscal year 2022
Ryanair launched a new wallet, a new help
centre, improved web and
app experience a
nd the
“Day of Travel” assistant in the Ryanair app (as noted
above), all
designed to improve the self
-
service experien
ce and make travelling with Ryanair easier. Ryanair plans to continue
delivering initiatives design
ed to improve the overall customer exp
erience.
Frequent point
-
to
-
point
flights on short
-
haul routes.
Rya
nair provides frequent point
-
to
-
p
oint service on short
-
haul
routes. In fiscal year 2022
, Ryanair flew an average route length of appr
oximately 772 miles and an aver
age flight
duration of a
pproximately 2.2 hours. Short
-
haul routes allow Ryanair to offer its low
fares and frequent ser
vice, while
eliminating the need to p
rovide unnecessary “frills”, like free in
-
flight meals
and movies, otherwise expected by
customers on longer flights. Point
-
to
-
p
oint flying (as o
pposed to hub
-and-
spoke service) allows Ryanair to offer direct,
non-
stop routes and avoid
the costs of providing “through service”, for
connecting passengers, including b
aggage
transfer and transit passen
ger assistance.
Low Operating
Costs.
M
anagement believes that the Ryanair Group’s operating costs are among the lowest of
any European schedu
led
-
passenger airline group. Ry
anair strives to reduce or control four of the prim
ary expenses
involved in running a major scheduled airline gro
up: (i) aircraft equipment and finance costs; (ii) personnel costs; (iii)
customer service costs; an
d (iv) airport access and handling costs:
86
(i) Aircraft Equipment and Finance C
osts. Ryanair currently ope
rates mainly Boeing 737s
. The operation of
primar
ily a single aircraft type
enables Ryanair to limit the costs associated with personnel training,
maintenance, and the purchase and
storage of spare parts w
hile also affording the Company greater flexibility
in the scheduling of
crews and equipment. Manag
e
ment also believes that
the terms of Ryanair’s contracts
with
Boeing are favorable t
o Ryanair. The strength of Ry
anair’s balance sheet and cashf
lows also enables the Grou
p
to lease aircraft at compe
titive
rates (such as the 2
9 A320s leased by Lauda). See “
Aircraft” belo
w for
additional information
on Ryanair’s fleet. The Comp
any has a
BB
B (Stable)
rating from
both S&P and Fit
ch
Ratings (see “Item 3. Key Information
Risk Factors
Risks Related to the Comp
any
The Company will incur
significant costs acquiring
new aircraft and any insta
bility in the credit and capital mar
kets could negatively
impact Ryanair’s abil
ity to obtain financing on acc
eptable terms” above) and
can raise inexpensive unse
cured
debt in the Capital Markets. The Comp
any also finances aircraf
t from its strong cashflows.
(ii) Personnel Costs.
Ryanair endeav
ors to control its labor costs through incentivizing high p
roductivity.
Compensation for personn
el emphasizes productivity
-
based pay incentives. These incentives include sales
bonus payments
for onboard sales of produc
ts for cabin crew and payments bas
ed on the number of hours or
sectors flown by pilots an
d cabin crew within strict limits set by industr
y standards or regulations fixing
maximum working hours.
(iii) Customer Service Costs.
Ryanair has entered into
agreements with external contract
ors at certain airports
for ticketing, passenger an
d aircraft handling, and oth
er services that manageme
nt believes can be more
cost
-
efficiently provided by third parties. Ryanair neg
otiates competitive rates for such servi
ces by negotiating fixed
-
price, multi
-
year contr
acts. The development of its own I
nternet booking facility has allowed R
yanair to eliminate
travel agent commissions.
As part of its strategic initiatives, and the Al
ways Getting Be
tter (“AGB”) custome
r
experience program launched
in
2013, the Company has broadened its distribution base by making Ryanair’s
fares available to Travelpo
rt (trading as Galileo and Worldspan) and Sabre at nominal
cost to the Company.
Direct sales via the R
yana
ir website and mobile app continues to be the prime gener
ator of scheduled passenger
revenues.
(iv) Airport Access and
Handling Costs. R
yanair prioritizes airports that offe
r competitive prices. The Ryan
air
Group’s record of delivering a consistently
hig
h volume of passenger traffi
c growth at many airports has allowed
it to negotiate favorable growth contracts with such airports. Since the launch of AGB, the Company has
accessed more primary airports, which typically have hig
her airport c
harges and gre
ater competition along with
slot limitations. Secondary and
regional airports generally do not have slot requirements or other operating
restrictions that can incre
ase operating expenses and limit the numb
er of allowed take
-
offs and landing
s.
Ryanair endea
vors to reduce its airport charges by opting, when practicable, for less expens
ive gate lo
cations
as well as outdoor boarding stairs, rather than jetways, which are more expensive and operationally less efficient
to use. Ryanair requires all passen
gers to
che
ck
-
in on the Internet, which reduc
es waiting times at airports and
speeds a passenger’s journey from arrival at the airport to boarding, as well as significantly reducing airport
handling costs. Ryanair
also charges a checked
-
b
ag fee, which is payable o
n the I
nternet at the time of booking
or post booking and is aimed at reducing the number of bags carried by passengers in order to further reduce
handling and CO2 costs. See “Item 3. Key
Information
Risks Related to the Company
The Comp
any Faces
Risks Related to its Internet Reservations Opera
tions and its Elimination of Airport Check
-
in Facilities.”
Taking advantage
of digital platforms.
Ryanair’s reserv
ation system operates under a hosting agreement wit
h
Navitaire which currently extends to November 20
27. As part of the implementation of the reservation system, Navitair
e
developed an Internet book
ing facility. The Ryanair system allows In
ternet users to access its host reservation system
and to make and pay for conf
irmed reservations in real time through the Ryanair.
com website. The Company also has a
mobile app which makes it simpler and
easier for customers to book Ryanair flights. The w
eb
site and app also o
ffer
customers the ability to add additional ancillary products on day of travel (e.g., bags, priority boarding, preferred seating
and fast track). Ryanair has continued to invest in its website with the key features
being personalizat
ion
, a “My Ryanair”
RY
ANAIR GROUP ANNUAL REPOR
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86
85
STRA
TEGY
Ryanair’s objective is to establish itself as Europe’s largest scheduled passenger airline group, throu
gh
continued improvements
and
expanded offer
ings of its low
-
fares ser
vice. The Ryanair Group seeks t
o offer low fares
that generate increased pass
enger traffic while maintaining a continuous focus
on co
st
-
containm
ent and operating
efficiencies. The key elements of Ryana
ir’s long
-term
s
trategy are:
Low
-Fares.
Ryana
ir’s low fares are designed to stimulate demand, particularly fro
m fare
-
cons
cious leisure and
business travelers
who might otherwise use alternati
ve forms of transportati
on or choose not to travel at
all. Ryanair
sells seats on a one
-
way basis, thu
s e
liminating minimum stay requirem
ents from all travel on Ryanair scheduled
services. Ryanair sets fares on the basis of the demand for particular flights and by reference to the period remaining to
the date of departure of th
e flight, with higher fares typi
cally charged on flights with higher lev
els of demand and for
bookings made nearer to th
e date of departure. Ryanair also peri
odically runs special promotional fare camp
aigns. See
“—
Route System, Schedulin
g and Fares
Widely Avail
able Low Fares” below.
Cu
stomer Service.
Ryanair’s strategy is to deliver the best customer service pe
rformance in its peer group.
Ryanair delivers indust
ry leading punctuality (target >9
0% excluding ATC disruptions) and fewer l
ost bags than its peer
group in Europe. Ryanair achie
ves this by focusing strongly on the execution of these services. Ryanair conducts a daily
conference call with airport personnel at each of its base airports, during which the reasons for each “
firs
t wave
” flight
delay and baggage short shipment are discu
ssed in detail and logged to ensure that the root
cause is identified and
rectified. Subsequent (consequentia
l) delays and short shipments are investigated by Ryanair ground operations
personnel. During fiscal year 202
2, Ryanair became the first in the ind
ustry to launch a “Day of Travel” assistant in the
Ryanair app informing pass
engers about such things as allocated gate, tim
e through security, bag drop and pick up and,
importantly, keeping them u
p to date wit
h messages a
nd videos in relation to any delay
incurred.
Ryanair has an ongoing commitment to improving customer satisfa
ction across the customer journey and this
is measured by regular post fligh
t customer satisfaction (“CSAT”) surveys and online “myster
y
-
p
assenger” checks. Every
passenger who fli
es
with Ryanair can rate their flying experience. Last year, Ryanair
registered a significant improvemen
t
in its CSAT score.
Ryanair launched the “We’re Listening
” initiative
in 2021 and held Ryanair Custom
er Panel meetings during the
past year in both D
ublin and Madrid. Ryanair customers from across the network participated in the panel and provided
valuable input and feedbac
k. Based on this feedback, in fiscal year 2022
Ryanair launched a new wallet, a new help
centre, improved web and
app experience a
nd the
“Day of Travel” assistant in the Ryanair app (as noted
above), all
designed to improve the self
-
service experien
ce and make travelling with Ryanair easier. Ryanair plans to continue
delivering initiatives design
ed to improve the overall customer exp
erience.
Frequent point
-
to
-
point
flights on short
-
haul routes.
Rya
nair provides frequent point
-
to
-
p
oint service on short
-
haul
routes. In fiscal year 2022
, Ryanair flew an average route length of appr
oximately 772 miles and an aver
age flight
duration of a
pproximately 2.2 hours. Short
-
haul routes allow Ryanair to offer its low
fares and frequent ser
vice, while
eliminating the need to p
rovide unnecessary “frills”, like free in
-
flight meals
and movies, otherwise expected by
customers on longer flights. Point
-
to
-
p
oint flying (as o
pposed to hub
-and-
spoke service) allows Ryanair to offer direct,
non-
stop routes and avoid
the costs of providing “through service”, for
connecting passengers, including b
aggage
transfer and transit passen
ger assistance.
Low Operating
Costs.
M
anagement believes that the Ryanair Group’s operating costs are among the lowest of
any European schedu
led
-
passenger airline group. Ry
anair strives to reduce or control four of the prim
ary expenses
involved in running a major scheduled airline gro
up: (i) aircraft equipment and finance costs; (ii) personnel costs; (iii)
customer service costs; an
d (iv) airport access and handling costs:
86
(i) Aircraft Equipment and Finance C
osts. Ryanair currently ope
rates mainly Boeing 737s
. The operation of
primar
ily a single aircraft type
enables Ryanair to limit the costs associated with personnel training,
maintenance, and the purchase and
storage of spare parts w
hile also affording the Company greater flexibility
in the scheduling of
crews and equipment. Manag
e
ment also believes that
the terms of Ryanair’s contracts
with
Boeing are favorable t
o Ryanair. The strength of Ry
anair’s balance sheet and cashf
lows also enables the Grou
p
to lease aircraft at compe
titive
rates (such as the 2
9 A320s leased by Lauda). See “
Aircraft” belo
w for
additional information
on Ryanair’s fleet. The Comp
any has a
BB
B (Stable)
rating from
both S&P and Fit
ch
Ratings (see “Item 3. Key Information
Risk Factors
Risks Related to the Company
The Company will incur
significant costs acquiring
new aircraft and any insta
bility in the credit and capital mar
kets could negatively
impact Ryanair’s abil
ity to obtain financing on acc
eptable terms” above) and
can raise inexpensive unse
cured
debt in the Capital Markets. The Comp
any also finances aircraf
t from its strong cashflows.
(ii) Personnel Costs.
Ryanair endeav
ors to control its labor costs through incentivizing high p
roductivity.
Compensation for personn
el emphasizes productivity
-
based pay incentives. These incentives include sales
bonus payments
for onboard sales of produc
ts for cabin crew and payments bas
ed on the number of hours or
sectors flown by pilots an
d cabin crew within strict limits set by industr
y standards or regulations fixing
maximum working hours.
(iii) Customer Service Costs.
Ryanair has entered into
agreements with external contract
ors at certain airports
for ticketing, passenger an
d aircraft handling, and oth
er services that manageme
nt believes can be more
cost
-
efficiently provided by third parties. Ryanair neg
otiates competitive rates for such servi
ces by negotiating fixed
-
price, multi
-
year contr
acts. The development of its own I
nternet booking facility has allowed R
yanair to eliminate
travel agent commissions.
As part of its strategic initiatives, and the Al
ways Getting Be
tter (“AGB”) custome
r
experience program launched in 2013, the Company has broadened its distribution base by making Ryanair’s
fares available to Travelpo
rt (trading as Galileo and Worldspan) and Sabre at nominal
cost to the Company.
Direct sales via the R
yana
ir website and mobile app continues to be the p
rime generator of scheduled passenge
r
revenues.
(iv) Airport Access and
Handling Costs. R
yanair prioritizes airports that offe
r competitive prices. The Ryan
air
Group’s record of delivering a consistently
hig
h volume of passenger traffi
c growth at many airports has allowed
it to negotiate favorable growth contracts with such airports. Since the launch of AGB, the Company has
accessed more primary airports, which typically have hig
her airport c
harges and gre
ater competition along with
slot limitations. Secondary and regional airports generally do not have slot requirements or other operating
restrictions that can incre
ase operating expenses and limit the numb
er of allowed take
-
offs and landing
s.
Ryanair endea
vors to reduce its airport charges by opting, when practicable, for less expens
ive gate lo
cations
as well as outdoor boarding stairs, rather than jetways, which are more expensive and operationally less efficient
to use. Ryanair requires all passen
gers to
che
ck
-
in on the Internet, which reduc
es waiting times at airports and
speeds a passenger’s journey from arrival at the airport to
boarding, as well as significantly reducing airport
handling costs. Ryanair
also charges a checked
-
b
ag fee, which is payable o
n the I
nternet at the time of booking
or post booking and is aimed at reducing the number of bags carried by passengers in order to further reduce
handling and CO2 costs. See “Item 3. Key
Information
Risks Related to the Company
The Comp
any Faces
Risks Related to its Internet Reservations Opera
tions and its Elimination of Airport Check
-
in Facilities.”
Taking advantage
of digital platforms.
Ryanair’s reserv
ation system operates under a hosting agreement wit
h
Navitaire which currently extends to November 20
27. As part of the implementation of the reservation system, Navitair
e
developed an Internet book
ing facility. The Ryanair system allows In
ternet users to access its host reservation system
and to make and pay for conf
irmed reservations in real time through the Ryanair.
com website. The Company also has a
mobile app which makes it simpler and
easier for customers to book Ryanair flights. The w
ebsite and app also offer
customers the ability to add additional ancillary products on day of travel (e.g., bags, priority boarding, preferred seating
and fast track). Ryanair has continued to invest in its website with the key features
being personalizat
ion
, a “My Ryanair”
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
88
87
87
account, easier booking flow and mo
re content. These features make Ryanai
r’s website faster, intuitive and fully
responsive for mobile devices. The “My Ryanair” reg
istration service, which allows customers to securely store their
person
al and payment det
ails, has also significantly q
uickened the booking process and made it eas
ier for customers
to book a flight. Membership of “My Ryanair” is automatic for all bookings. Ryanair will endeavor to continue to imp
rove
its website and mobile ap
p through a series of ongoing upgrades.
Commitment to sa
fety.
Safety is the primary priority of Ryanair. This commitmen
t begins with the hiring and
training of Ryanair’s pilots, cabin crew, and maintenan
ce personnel and includes a policy of maintaining it
s aircraft in
accordance with the highes
t European industry standards
. Ryanair has not had a single passenger or flight cre
w fatality
as a result of an accident with one of its aircraft in its 37
-
year operating history. Although Ryanair seeks to maintain i
ts
fleet in a cost
-
effective m
anner, management does not
seek to extend Ryanair’s low
-
c
ost operating strategy to the areas
of safety, maintenance, trai
ning or quality assurance. Routine aircraft maintenan
ce and repair services are performed
primarily by Ry
anair
, at Ryanair’s main bases, but are also perform
ed at other base airports by m
aintenance contractors
approved under the terms of an EASA Part 145 approval. Ryanair currently performs the majority of heavy
airframe
maintenance in
-
h
ouse, but contracts wi
th other parties who perform engine o
verhaul services and rotabl
e repairs.
Ryanair also outsources some heavy maintenanc
e activity. These contractors also provide similar services to a number
of other major European air
lines.
Enhancement of operating res
ults throug
h ancillary services.
Ryanair distributes accommodation servi
ces, travel
insurance, fast track services, parking and airport transfers primarily through its website. Ryanair also offers car hire
services via a contra
ct with RentalCars. Ancillary
re
venues accounted for approxim
ately 45% of Ryanair’s total operating
revenues in fiscal year 2022 and approximately 37
% of Ryanair’s total operating revenues in fiscal year 2021. See “
Ancillary Services” belo
w and “Item 5. Operating and Financial Revie
w
and Prospects
Results of Oper
ations
Fiscal
Year 2022 Compared with Fiscal Year 2
021
Ancillary
Revenues” for additional informat
ion.
Focused criteria
for growth
.
Ryanair believes it will have opportunities for continued growth by: (i) using
aggressive fare promoti
ons to stimulate demand; (ii) initiating additiona
l routes in the EU; (iii) initiating additional routes
in countries party to a European Common Aviation Agreement with the EU that are currently served by higher
-
cost,
higher
-
fare carriers or wh
er
e competitor traffi
c capacity has not returned f
ollowing the Covid
-
19 pand
emic; (iv)
increasing the frequen
cy of service on its existing routes; (v) starting ne
w domestic routes within individual EU count
ries
and the UK; (vi) considering acquisition opport
unities that may become available in the future;
(vii) c
onnecting airports
within its existing route network;
(viii) establishing new bases; and (ix) initiating
new routes not currently se
rved by any
carrier.
Responding to market ch
allenges.
In recent per
iods, Ryanair’s low
-
fares business model faced substanti
al
pressure due to significan
tly increased fuel costs an
d economic contraction in the ec
onomies in which it operates
(including global market disru
ptions related to the Covid
-
1
9 pandemic outbreak and
the February 2022 invasion of
Ukraine). The Company has aimed to meet these challenges by: (i) grounding aircraft during the winter season; (ii)
disposing of aircraft; (iii) co
ntrolling costs and liquidity; (iv) renegotiat
ing contracts with existing supp
li
ers, airports and
handling companies and
(v) flexibly reallocating capaci
ty to new markets. There can b
e no assurance that the Company
will be successful in a
chieving all of the foregoing
or taking other similar meas
ures, or that doing so wil
l allow the
Co
mpany to earn profits
in any period. See “Item 3. K
ey Information
Risk Factors
Risks Related to the Company
Changes in Fuel Costs and
Availability Affect the Com
pany’s Results” and “
The Company Ma
y Not Be Successful in
Increasing Fares and Reven
ues to Co
ver Rising Business
Costs.” In prior years, in response to an operating env
ironment
characterized by high fu
el prices, typically lower se
asonal yields and higher airport
charges and/or taxes, Ryan
air
adopted a policy of groun
ding a certain portion of its f
leet during the
winter months. Ryanair also car
ries out its
scheduled aircraft main
tenance at this quieter time of
the year. While seasonal g
rounding does reduce the Company’s
operating costs, it als
o decreases Ryanair’s
winter season flight and
non
-flight
revenu
es. Decreasing the number and
frequency of flights may also negatively affect the Company’s labo
r relations, including its ability to attract flight
personnel interested in full
-
time emplo
yment. See “Item 3. Key Information
Risk Factors
Risks Relate
d to the
Company
Ryanair has Se
asonally Grounded Aircraft.”
88
ROUTE SYSTEM, SCHEDUL
ING AND
FARE
S
Route System and Schedul
ing
As of July 21, 2022, the Comp
any offered app
roximately 3,000
daily s
cheduled short
-
haul flig
hts serving
225
airports largely throug
hout Europe and
North Africa as it gradually returns to ser
vice following the lifting of
European
Governments’ Covid
-
1
9 lockdowns and travel restrictions. T
he following table lists Ryanair’s 90 operating bases:
Operating Bases
Agadir
Faro
Palma de Mallorca
Alicante
Fez
Paphos
Athens
Frankfurt (Hahn)
Paris (Beauvais)
Baden-Baden
Gdansk
Pescara
Barcelona (El Prat)
Girona
Pisa
Bari
Gothenburg
Ponta Delgada
Belfast International*
Ibiza
Porto
Berlin (Brandenburg)
Katowi
ce
Poznan
Billund
Kaunas
Prague
Birmingham
Krakow
Prestwick
Bologna
Lamezia
Riga
Bordeaux
Leeds Bradford
Rome (Ciampino)
Bournemouth
Lisbon
Rome (Fiumicino)
Bratislava
Liverpool
Santiago
Brindisi
London (L
uton)
Seville
Bristol
London (Stansted)
Shannon
Brussels (Charleroi)
Madeira
Sofia
Brussels (Zaventem)
Madrid
Stockholm (Arlanda)
Bucharest
Malaga
Thessaloniki
Budapest
Malta
Toulouse
Cagliari
Manchester
Turin
Catania
Marrakesh
Valencia
Chania
Marseille
Venice (Marco Polo)
Cologn
e
Memmingen
Venice (Treviso)
Corfu
Milan (Bergamo)
Vienna
Cork
Milan (Malpensa)
Vilnius
Dublin
Naples
Warsaw (Modlin)
Dusseldorf (Weeze)
Newcastle
Wrocl
aw
East Midlands
Nuremberg
Zadar
Edinburgh
Palerm
o
Zagreb
* New base announced and opening Summer 2023.
See
Note 17, “Analysis of operating revenues
and segmental analysis” to the c
onsolidated financial statements
included in Item 18 for more information reg
arding the geographical sources of the Company’s
revenue.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
88
87
account, easier booking flow and mo
re content. These features make Ryanai
r’s website faster, intuitive and fully
responsive for mobile devices. The “My Ryanair” reg
istration service, which allows customers to securely store their
person
al and payment det
ails, has also significantly q
uickened the booking process and made it eas
ier for customers
to book a flight. Membership of “My Ryanair” is automatic for all bookings. Ryanair will endeavor to continue to imp
rove
its website and mobile ap
p through a series of ongoing upgrades.
Commitment to sa
fety.
Safety is the primary priority of Ryanair. This commitmen
t begins with the hiring and
training of Ryanair’s pilots, cabin crew, and maintenan
ce personnel and includes a policy of maintaining it
s aircraft in
accordance with the highes
t European industry standards
. Ryanair has not had a single passenger or flight cre
w fatality
as a result of an accident with one of its aircraft in its 37
-
year operating history. Although Ryanair seeks to maintain i
ts
fleet in a cost
-
effe
ctive manner, management does not
seek to extend Ryanair’s low
-
c
ost operating strategy to the areas
of safety, maintenance, trai
ning or quality assurance. Routine aircraft maintenan
ce and repair services are performed
primarily by Ry
anair
, at Ryanair’s main bases, but are also perform
ed at other base airports by m
aintenance contractors
approved under the terms of an EASA Part 145 approval. Ryanair currently performs the majority of heavy
airframe
maintenance in
-
h
ouse, but contracts wi
th other parties who perform engine o
verhaul services and rotabl
e repairs.
Ryanair also outsources some heavy maintenanc
e activity. These contractors also provide similar services to a number
of other major European air
lines.
Enhancement of operating res
ults throug
h ancillary services.
Ryanair distributes accommodation servi
ces, travel
insurance, fast track services, parking and airport transfers primarily through its website. Ryanair also offers car hire
services via a contra
ct with RentalCars. Ancillary
re
venues accounted for approxim
ately 45% of Ryanair’s total operating
revenues in fiscal year 2022 and approximately 37
% of Ryanair’s total operating revenues in fiscal year 2021. See “
Ancillary Services” b
elow and “Item 5. Operating and Financi
al Review
and P
rospects
Results of Oper
ations
Fiscal
Year 2022 Compared with Fiscal Year 2
021
Ancillary
Revenues” for additional informat
ion.
Focused criteria
for growth
.
Ryanair believes it will have opportunities for continued growth by: (i) using
aggressive fare prom
otions to stimulate demand; (ii) initiating additiona
l routes in the EU; (iii) initiating additional routes
in countries party to a European Common Aviation Agreement with the EU that are currently served by higher
-
cost,
higher
-
fare carriers or wh
er
e competitor traffi
c capacity has not returned f
ollowing the Covid
-
19 pand
emic; (iv)
increasing the frequen
cy of service on its existing routes; (v) starting ne
w domestic routes within individual EU count
ries
and the UK; (vi) considering acquisition opport
unities that may become available in the future;
(vii) c
onnecting airports
within its existing route network;
(viii) establishing new bases; and (ix) initiating
new routes not currently se
rved by any
carrier.
Responding to market ch
allenges.
In recent per
iods, Ryanair’s low
-
fares business model faced substanti
al
pressure due to significan
tly increased fuel costs an
d economic contraction in the ec
onomies in which it operates
(including global market disru
ptions related to the Covid
-
1
9 pandemic outbreak and
the February 2022 invasion of
Ukraine). The Company has aimed to meet these challenges by: (i) grounding aircraft during the winter season; (ii)
disposing of aircraft; (iii) co
ntrolling costs and liquidity; (iv) renegotiat
ing contracts with existing supp
li
ers, airports and
handling companies and
(v) flexibly reallocating capaci
ty to new markets. There can b
e no assurance that the Company
will be successful in a
chieving all of the foregoing
or taking other similar meas
ures, or that doing so wil
l allow the
Co
mpany to earn profits
in any period. See “Item 3.
Key Information
Risk Facto
rs
Risks Related to the C
ompany
Changes in Fuel Costs and
Availability Affect the Com
pany’s Results” and “
The Company Ma
y Not Be Successful in
Increasing Fares and Reven
ues to Co
ver Rising Business
Costs.” In prior years, in response to an operating env
ironment
characterized by high fu
el prices, typically lower se
asonal yields and higher airport
charges and/or taxes, Ryan
air
adopted a policy of groun
ding a certain portion of its f
leet during the
winter months. Ryanair also car
ries out its
scheduled aircraft main
tenance at this quieter time of
the year. While seasonal g
rounding does reduce the Company’s
operating costs, it als
o decreases Ryanair’s
winter season flight and
non
-flight
re
venues. Decreasing the number and
frequency of flights may also negatively affect the Company’s
labor relations, including its ability to attract flight
personnel interested in full
-
time emplo
yment. See “Item 3. Key Information
Risk Factors
Risks Relate
d to the
Company
Ryanair has Se
asonally Grounded Aircraft.”
88
ROUTE SYSTEM, SCHEDUL
ING AND
FARE
S
Route System and Schedul
ing
As of July 21, 2022, the Comp
any offered app
roximately 3,000
daily s
cheduled short
-
haul flig
hts serving
225
airports largely through
out Europe and North
Africa as it gradually returns to ser
vice following the lifting of
European
Governments’ Covid
-
1
9 lockdowns and travel restrictions. T
he following table lists Ryanair’s 90 operating bases:
Operating Bases
Agadir
Faro
Palma de Mallorca
Alicante
Fez
Paphos
Athens
Frankfurt (Hahn)
Paris (Beauvais)
Baden-Baden
Gdansk
Pescara
Barcelona (El Prat)
Girona
Pisa
Bari
Gothenburg
Ponta Delgada
Belfast International*
Ibiza
Porto
Berlin (Brandenburg)
Katowi
ce
Poznan
Billund
Kaunas
Prague
Birmingham
Krakow
Prestwick
Bologna
Lamezia
Riga
Bordeaux
Leeds Bradford
Rome (Ciampino)
Bournemouth
Lisbon
Rome (Fiumicino)
Bratislava
Liverpool
Santiago
Brindisi
London (L
uton)
Seville
Bristol
London (Stansted)
Shannon
Brussels (Charleroi)
Madeira
Sofia
Brussels (Zaventem)
Madrid
Stockholm (Arlanda)
Bucharest
Malaga
Thessaloniki
Budapest
Malta
Toulouse
Cagliari
Manchester
Turin
Catania
Marrakesh
Valencia
Chania
Marseille
Venice (Marco Polo)
Cologn
e
Memmingen
Venice (Treviso)
Corfu
Milan (Bergamo)
Vienna
Cork
Milan (Malpensa)
Vilnius
Dublin
Naples
Warsaw (Modlin)
Dusseldorf (Weeze)
Newcastle
Wrocl
aw
East Midlands
Nuremberg
Zadar
Edinburgh
Palerm
o
Zagreb
* New base announced and opening Summer 2023.
See
Note 17, “Analysis of operating revenues
and segmental analysis” to the c
onsolidated financial statements
included in Item 18 for more information reg
arding the geographical sources of the Company’s
revenue.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
90
89
89
Ryanair’s objective is to schedule a suff
icien
t number of flights per day on each of Ryanair’s routes to satisfy
demand for Ryanair’s low
-
fares service. Ryanair sched
ules departures on its most popular routes at frequent intervals
normally between approximately 6:00 a.m. and 12:00 a.m. Management regu
larly reviews the need for adjustments in
the number of flights on all of its routes.
As part of Ryanair’s AGB customer exper
ience program Ryanair has focused on
high frequency and business
friendly timings between Europe’s m
ain business centers.
Over th
e past year, the Ryanair Group announced approximately 770
new routes ac
ross its network. See “Item
3. Key Information
Risk Fa
ctors
Risks Related to the Company
Ryanair’s
New Routes and Expanded Operations May
Have an Adverse Financial Im
pact on Its Resul
ts.”
Widely Available Low F
ares
Ryanair offers low fares,
with prices generally varying
on the basis of advance booking, seat a
vailability and
demand. Ryanair sells seats on a one
-
way basis, thus removing minimum stay requirements from all travel on Ryan
ai
r
scheduled servi
ces. All tickets can be chang
ed, subject to certain conditions,
including fee payment and
applicable
upgrade charges. However,
tickets are generally non
-
cancellable and non
-
refundabl
e and must be paid for at the time of
reservation.
Ry
anair’s discounted fa
res are driven by Ryanai
r’s “load factor active
yield passive” strat
egy whereby seats
are priced to ensure that high
load factor targets are achieved.
Ryanair also periodicall
y runs special promotional fare
campaigns, in particular in connection with the open
ing
of new routes, and endeavors to always offer the low
est fare on any route it serves. Promotional fares may have the
effect of increasing load fa
ctors and reducing Ryanair’
s yield and passenger revenues on the relevant rou
tes during the
periods they are in effect. Ryanair expects to continue to offer significant fare prom
otions to stimulate demand in periods
of lower activity or during off
-peak tim
es for the foreseeab
le future.
MARKETING AN
D ADVERTISING
Ryanair’s primary mark
eting strategy is to emphasize i
ts widely available low fares, route
choice and great care.
In doing so, Ryanair prim
arily advertises its servic
es in national and regional me
di
a across Europe. In addition, Ryanair
uses advertising, email marketing and social media. Social media gives Ryanai
r acc
ess to a large audience. Other
marketing activities includ
e the distribution of advertising and promotional material and cooperat
ive a
dvertising
campaigns with other trave
l
-
related entities, inc
luding local tourist boards. R
yanair also regularly contacts pe
ople who
have registered in its database to inform them ab
out promotions and special offers.
RESERVATIONS
ON RYANAIR.COM
Passenger
airlines generally rely on travel agents (whether traditional or online) for a significant portion of their
ticket sales and pay travel agents’ commissi
ons for their services, as well as reimbursing
them for the fees charged by
reservation systems pr
ovider
s. In contrast, Ryan
air requires passengers to mak
e reservations and purcha
se tickets
directly. The majority of s
uch reservations and purchases are made
through the website Ryanair.c
om, although a
significant number of customers are als
o booking on the Rya
nair app and therefor
e, we are not reliant on travel agents.
Over the last year, Ryanair introduced several new features which make booking easier and quicke
r and its app enjoys
high ratings in both Google and Ap
ple stores.
Ryanair’s reservations syst
em i
s hosted under an agreement with the system p
rovider, Navitaire. Under the
agreement, the system ser
ves as Ryanair’s core seating inventory and booking s
ystem. In return for access to these
system functions, Ryanair
pays transaction fees that are generally
based on the numb
er of passenger seat journeys
90
booked through the system. Navitaire als
o retains back
-
up boo
king engines to support operations in the event of a
breakdown in the main system.
The Company has agreeme
nts with the GDS’s Travelport (which op
erates the G
alileo and Worldspan GDS) an
d
Sabre. Ryanair’s fares (except for some promotion
al fare categories) are currently distributed on the GDS’s systems
.
AIRCRAFT
Boeing Aircraft
As of June 30, 2022, the Company had a fleet of 483 Boeing 737
aircraft which are current
ly operated by Buzz,
Malta Air, Ryanair
DAC and Ryanair U.K. The flee
t includes 73 Boeing 737
-
82
00 aircraft, each having 197 seats, and
Boeing 737
-
8
00 “next generation” (“NG”) aircraft, each having 189 seats.
Between March
1999 and March 2022, Ryanair took delivery of 531
new Boeing 737NG aircraft,
1 Boeing 737
-
700 aircraft and 61 new B
oeing 737
-
8200s under its contracts with Boeing
and disposed of 122 Boeing 737NG
aircraft,
including 77 lease hand
-
b
acks. In the period April
2022 to June 2022, Ryanair took delivery of 12 new Boeing 7
37
-
8200
aircraft.
Under the terms of the 2014 Boeing Contract, which was repriced in December 2020, Ryanair agreed to purchase
210 new Boeing 737
-
8200 “Gamechanger” aircraft delivering between fi
scal years 2022 and 2025 inclusive. Deliveries
commenced in June 2021. The new aircraft will be used on new and existing
routes to grow the Ryanair Group’s
business.
The Boeing 737
-
820
0 repre
sents the newest generation of Boeing's 737 aircraft. It is a sh
ort
-
to
-
medium range
aircraft and seats 197 passeng
ers (eight (
4%) more se
ats than Ryanair’s existing Boeing 737
-
80
0NG 189 seat fleet). The
basic price (equivalent to a standard list price for an aircraft of this type) for each of the Boeing 737
-
8
200 serie
s
aircraft
under the 2014 Boeing Contract is approxima
tely US$102.5m. Net of basic credits and reflective of pri
ce escalation over
the original scheduled deli
very timeframe, the va
lue of the 210 Boeing 737
-
8200 aircraft under the 2014 Boeing
Contract
is approximately US$9.6bn.
Boeing has granted Ryanair certain p
rice concessions as part of the 2014 Boeing Contract. As a result, the
"effective price" (the purchase price of the new aircraft net of discounts received from Boeing) of each new aircraft w
ill
be significantly below the basic price menti
oned above. The effective price applies to all new aircraft delivering from
fiscal year 2022
through to fiscal year 2025.
For additional details on the Boeing contracts, schedu
led aircraft deliveries and related exp
enditures and their
financing, see “Item 5. Operating and Financ
ial Review and Prospects
Liquidity and Capital Resources.”
The Boeing 737 is the wo
rld’s most widely used commercial aircraft and exists in a number of generations, the
Boeing 737
-
8200 being
the most recent in current prod
uction.
The Boeing 737NGs are fitt
ed with CFM 56
-
7B eng
ines and have advanced CAT III Autoland
capability, advanced
traffic collision avoidance systems, and enh
anced ground
-
proximity warning systems. Th
e Boeing 737
-
8200 ar
e fitted
with CFM LEAP
-
1B engin
es which, combined with the Advanced Technology winglet and other aer
odynamic
improvements, shou
ld reduce fuel consumption by up
to approximately 16% on
a per seat basis compared to th
e Boeing
737NGs in Ryanair’s configuratio
n
and reduce operational noise emissi
ons by approximately 40%.
For additional information, please see “Item 3
Key Information
Risk Factors
Risks Related to the Company
A majority of Ryanair’s aircraft and certain parts ar
e sourced from a single supplier;
therefore, Ryanair would be
materially and adversely aff
ected if such supplier were unable to provide additiona
l equipment or support
”.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
90
89
Ryanair’s objective is to schedule a suff
icien
t number of flights per day on each of Ryanair’s routes to satisfy
demand for Ryanair’s low
-
fares service. Ryanair sched
ules departures on its most popular routes at frequent intervals
normally between approximately 6:00 a.m. and 12:00 a.m. Management regu
larly reviews the need for adjustments in
the number of flights on all of its routes.
As part of Ryanair’s AGB customer exper
ience program Ryanair has focused on
high frequency and business
friendly timings between Europe’s m
ain business centers.
Over th
e past year, the Ryanair Group announced approximately 770
new routes across its network. See “Item
3. Key Information
Risk Fa
ctors
Risks Related to the Company
Ryanair’s New R
outes and Expanded Operations May
Have an Adverse Financial Im
pact on Its Resul
ts.”
Widely Available Low F
ares
Ryanair offers low fares,
with prices generally varying
on the basis of advance booking, seat a
vailability and
demand. Ryanair sells seats on a one
-
way basis, thus removing minimum stay requirements from all travel on Ryan
ai
r
scheduled servi
ces. All tickets can be chang
ed, subject to certain conditions,
including fee payment and
applicable
upgrade charges. However,
tickets are generally non
-
cancellable and non
-
refundabl
e and must be paid for at the time of
reservation.
Ry
anair’s discounted fa
res are driven by R
yanair’s “load factor active
yield passive” strat
egy whereby seats
are priced to ensure that high
load factor targets are achieved.
Ryanair also periodicall
y runs special promotional fare
campaigns, in particular in connection with the open
ing
of new routes, and endeavors to always offer the low
est fare on any route it serves. Promotional fares may have the
effect of increasing load fa
ctors and reducing Ryanair’
s yield and passenger revenues on the relevant rou
tes during the
periods they are in effect. Ryanair expects to continue to offer significant fare prom
otions to stimulate demand in periods
of lower activity or during off
-peak tim
es for the forese
eable future.
MARKETING AN
D ADVERTISING
Ryanair’s primary mark
eting strategy is to emphasize i
ts widely available low fares, route
choice and great care.
In doing so, Ryanair prim
arily advertises its servic
es in national and regional me
di
a across Europe. In addition, Ryanair
uses advertising, email marketing and social media. Social media gives Ryanai
r acc
ess to a large audience. Other
marketing activities includ
e the distribution of advertising and promotional material and cooperat
ive a
dvertising
campaigns with other trave
l
-
related entities, inc
luding local tourist boards. R
yanair also regularly contacts pe
ople who
have registered in its database to inform them ab
out promotions and special offers.
RESERVATIONS
ON RYANAIR.COM
Passenger
airlines generally rely on travel agents (whether traditional or online) for a significant portion of their
ticket sales and pay travel agents’ commissi
ons for their services, as well as reimbursing
them for the fees charged by
reservation systems pr
ovider
s. In contrast, Ryan
air requires passengers to mak
e reservations and purcha
se tickets
directly. The majority of s
uch reservations and purchases are made
through the website Ryanair.c
om, although a
significant number of customers are als
o booking on the Rya
nair app and therefor
e, we are not reliant on travel agents.
Over the last year, Ryanair introduced several new features which make booking easier and quicke
r and its app enjoys
high ratings in both Google and Ap
ple stores.
Ryanair’s reservations syst
em i
s hosted under an agreement with the system p
rovider, Navitaire. Under the
agreement, the system ser
ves as Ryanair’s core seating inventory and booking s
ystem. In return for access to these
system functions, Ryanair
pays transaction fees that are generally
based on the numb
er of passenger seat journeys
90
booked through the system. Navitaire als
o retains back
-
up boo
king engines to support operations in the event of a
breakdown in the main system.
The Company has agreeme
nts with the GDS’s Travelport (which op
erates the G
alileo and Worldspan GDS) an
d
Sabre. Ryanair’s fares (except for some promotion
al fare categories) are currently distributed on the GDS’s systems
.
AIRCRAFT
Boeing Aircraft
As of June 30, 2022, the Company had a fleet
of 483 Boeing 737
aircraft which are currently operated by Bu
zz,
Malta Air, Ryanair
DAC and Ryanair U.K. The flee
t includes 73 Boeing 737
-
82
00 aircraft, each having 197 seats, and
Boeing 737
-
8
00 “next generation” (“NG”) aircraft, each having 189 seats.
Between March
1999 and March 2022, Ryanair took delivery of 531
new Boeing 737NG aircraft,
1 Boeing 737
-
700 aircraft and 61 new B
oeing 737
-
8200s under its contracts with Boeing
and disposed of 122 Boeing 737NG
aircraft,
including 77 lease hand
-
b
acks. In the period April
2022 to June 2022, Ryanair took delivery of 12 new Boeing 73
7
-
8200
aircraft.
Under the terms of the 2014 Boeing Contract, which wa
s repriced in December 2020, Ryanair agreed to purchase
210 new Boeing 737
-
8200 “Gamechanger” aircraft delivering between fi
scal years 2022 and 2025 inclusive. Deliveries
commenced in June 2021. The new aircraft will be used on new and existing
routes to grow the Ryanair Group’s
business.
The Boeing 737
-
820
0 repre
sents the newest generation of Boeing's 737 aircraft. It is a sh
ort
-
to
-
medium range
aircraft and seats 197 passeng
ers (eight (
4%) more se
ats than Ryanair’s existing Boeing 737
-
80
0NG 189 seat fleet). The
basic price (equivalent to a standard list price for an aircraft of this type) for each of the Boeing 737
-
8
200 serie
s
aircraft
under the 2014 Boeing Contract is approxima
tely US$102.5m. Net of basic credits and reflective of pri
ce escalation over
the original scheduled deli
very timeframe, the va
lue of the 210 Boeing 737
-
8200 aircraft under the 2014 B
oeing Contract
is approximately US$9.6bn.
Boeing has granted Ryanair certain p
rice concessions as part of the 2014 Boeing Contract. As a result, the
"effective price" (the purchase price of the new aircraft net of discounts received from Boeing) of each new aircraft w
ill
be significantly below the basic price menti
oned above. The effective price applies to all new aircraft delivering from
fiscal year 2022
through to fiscal year 2025.
For additional details on the Boeing contr
acts, scheduled aircraft deliveries and related exp
enditu
res and their
financing, see “Item 5. Operating and Financ
ial Review and Prospects
Liquidity and Capital Resources.”
The Boeing 737 is the wo
rld’s most widely used commercial aircraft and exists in a number of generations, the
Boeing 737
-
8200 being
the most recent in current produ
ction.
The Boeing 737NGs are fitt
ed with CFM 56
-
7B eng
ines and have advanced CAT III Autoland
capability, advanced
traffic collision avoidance systems, and enh
anced ground
-
proximity warning systems. Th
e Boeing 737
-
8200 ar
e fitted
with CFM LEAP
-
1B engin
es which, combined with the Advanced Technology winglet and other aer
odynamic
improvements, shou
ld reduce fuel consumption by up
to approximately 16% on
a per seat basis compared to th
e Boeing
737NGs in Ryanair’s configuratio
n and
reduce operational noise emissi
ons by approximately 40%.
For additional information, please see “Item 3
Key Information
Risk Factors
Risks Related to the Company
A majority of Ryanair’s aircraft and certain parts ar
e sourced from a single supplier;
therefore, Ryanair would be
materially and adversely aff
ected if such supplier were unable to provide additiona
l equipment or support
”.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
92
91
91
At March 31, 2022, the average aircraft age of the Comp
any’s Boeing 737 fleet
was approximately
8
years.
Airbus Aircraft
As of June 30, 2022,
the
C
ompany had a fleet of
29
leased Airbus A320 aircraft (unchanged from March 31,
2022). These aircraft are operated by Lauda, as a wet lease operator for the Group, and
have 180 seats. They are powered
by a mix of CFM 56
-5
B and Pratt & Whitney V2500 engi
nes. At March 31, 2022, the average
aircraft age of the Company’s
leased Airbus A320 fleet was approxima
tely
14.9
years. The first aircraft is due to return off lease in No
vember 2022.
Summary
The Company expects to have an opera
ting fleet comprising approximately 620
narrow
-
body aircraft at Mar
ch
31, 2026, depending on the level of lease hand
-
backs and aircraft disposals.
Training and Regulatory Co
mplianc
e
At March 31, 2022 Ryanair ow
ned and operated 11
Boeing 737
-
800NG, 3 Boeing 737
-
8200 and 2 A320 full flight
simulators for pilot
training. The simulators were pu
rchased from CAE Inc
of Queb
ec, Canada (“CAE”). In additi
on,
Ryanair currently owns and
operates 9 state of the art, fixed base simu
lators from Multi Pilot Simulations (“MPS”) whi
ch
are used for pilot assessm
ents and pilot training. In autumn 2021
, Ryanai
r, in partnership with Aviat
ion Flight Academy
(
AFA
), opened a new
,
state of the art, training center in Dublin which inc
ludes both
Boeing 737
-
8200 and A320 full flight
simulators, and a full Boeing 73
7 Cabin Trainer. At the end of 2021
,
Ryanair agreed to purchase an additiona
l 8 (
6
confirmed and 2 options) fu
ll flight simulators from CAE, and 1 fixed based sim
ulator from MPS. In fisc
al
year 2023
,
Ryanair will take delivery of up to 3 Boeing 73
7
-
8200 full
flight simulators and the
new
fixed b
ased simulator.
Management believes that Ryana
ir is currently in compliance with all applicable regulations and EU dir
ectives
concerning its fleet of Boei
ng 737 and Airbus A320 aircraft and will comply with any regu
lations or applicable EU and
U.K.
directives that may come into effect in the future.
However, there can be no assurance that the FAA, E
ASA, the
U.K.
CAA or other regulat
ory authorities will not re
commend or require other safety
-
related u
ndertakings that could adversely
impact the Compan
y’s results of operations or financ
ial condition, in particular safety
-
re
lated undertakings related to
the Boeing 737
-
8
200.
See “Item 3. Key I
nformation
Risk Factors
Risks Related to the Airline Industry
Safet
y-Related
Undertakings Could Affect the Comp
any’s Results.”
ANCILLARY SERVICES
Ryanair provides various ancillary services and engages in other activities connected with its core air pas
seng
er
service, including non
-
flig
ht scheduled services, internet
-
related services, and the in
-
flight sale of beverages, food, dut
y
-
free and merchandise.
Ryanair primarily markets car hire, travel insurance and accommodat
ion services through its website and mobile
app. Ryanair offers car hire services via a contract with RentalCars. Ryanair re
ceives a commission on these sales.
Ryanair markets
car parking, fast
-
track, airport transfers, attra
ctions and activities on its website and mob
ile
app. Ryanair
also
sells gift vouchers which are redeemable online.
MAINTENANCE
AND REPAIRS
General
As part of its commitment to safety
, Ryanair endeavors to hire qualified ma
intenance personnel, provide prope
r
training to such personnel, and m
aintain its aircraft in accordance with EA
SA and
U.K.
Reg
ulations and European industry
92
standards. While Ryanair s
eeks to maintain its fleet in
a cost
-
effec
tive manner, management do
es not seek to extend
Ryanair’s low
-
cost operatin
g strategy to the areas of continuing airworthine
ss management, maintenance
, training, or
quality assurance.
EASA, came into being on September 28, 2003: through the adoption of Regulation (EC) No. 1592/2002 of the
European Parliamen
t, and its standards superseded th
e previous Joint Aviation Authority (“
JAA”) re
quirements. See “
---
Government Regulation
---
” Regulatory Authorities” below.
Post Brexit, with the
U.K.
leaving EASA, aircraft registered in the
U.
K.
are managed in accordan
ce with the
U.K.
equivalent regulations.
Ryanair Engineering
and Safety & C
ompli
ance department manage the Con
tinuing Airworthiness of the Grou
p
fleet in accordance with C
ommission Regulation (EU)
No 1321/2014 of 26 November 201
4
-
Continuing Airworthiness
and
U.K.
Reg (EU) 1321/2014
-
the
U.
K.
Continuing Airworthin
ess regulation. Each Group Airline holds app
licable
approval with their respe
ctive National Airworthiness
Authority (IAA Ireland, TM
CAD Malta, ULC Poland and
U.K. CAA),
providing robust oversight
of all maintenance activities.
Maintenance activities are undertaken in a
c
cordance with EASA and
U.K.
Part 145 as applicable, by Ryanair DAC
under IAA approval and app
roved contracted provid
ers.
Ryanair is approved to deliver maintenance type training courses under EASA and
U.K.
Part 147 approvals, with
6 approved training si
tes located ac
ross the Ryanair netw
ork, in London Stansted, Berg
amo Italy, Glasgow P
restwick,
Kaunas Lithuania, Wroclaw
Poland and Seville Spain.
Ryanair is itself an EASA Part 145
-
approved ma
intenance organization and provides its own routine aircraft
main
tenan
ce and repair services. Ryanair also perf
orms certain line maintenance chec
ks on its aircraft, including pre
-
flight and daily checks at some of its bases, as well as A
-
checks at its Dublin, London (Stansted), Madrid, Hahn, Vienna
and Bergamo facilitie
s to support line maintenance on Boeing 7
37 and Airbus A320
aircraft. Ryanair performs the
majority of its Boeing 73
7 heavy airframe maintenance
utilizing a Ryanair associated Part 14
5 approval/organization for
heavy maintenance with a seasonal use of thir
d-
party maintenance repair and overhaul (the “MRO”) faci
lities. Ryanair
operates a six
-
bay h
angar facility at its base at Glasgo
w (Prestwick) in Scotland. In addition
, Ryanair has hangar facilities
in Kaunas (Lithuania), Wroclaw (Poland) and Seville (Spain
) which are used for C
-
check maintenan
ce activities. Ryanair
will invest in additional ha
ngar facilities over the co
ming years to ensure there is su
fficient hangar capacity for the
increased fleet size.
Ryanair has a 5
-
bay hangar and stores facility at its London (Stansted) airport base enabling Ryanair to carry out
line maintenance on its expanding fleet.
This facility has flight simulators, fixed base simulators and the a
ssociated
training rooms. Ryana
ir in partnership with AFA has developed
a separate
training facility adj
acent to the hangar to
accommodate a full
-
si
ze Boeing 737NG training aircraft to allow for cabin crew and engineering training. R
yanair has
simulators in its East Midla
nds facility (both full flight and fixed based)
. Ryanair operates
a 2
-
bay hangar in
Vienna to
maintain a mix of A
irbus and Boeing aircraft and
, in autumn 2021, opened a ne
w pilot and cabin crew t
raining facility in
Dublin which accommodat
es both Boeing and Airbus full flight simulators to meet the increased tr
aining need
s of the
Group. Ryanair has a 30
-
year sole tenancy agreement
with Frankfurt (Hahn) airport where it maintains a 2
-
b
ay hangar
and stores facility. This facility allows Ryanair to carry out 2
-
year base maintenance checks. Frankfur
t (Hahn) airport has
gone in
to administration an
d as a result of this the future utilization of this hangar facility is under review beyo
nd 2022.
Ryanair has two single
-
ba
y hangars and an additional l
eased hangar in Bergamo, I
taly (3 in total), which are used for line
maintenance act
i
vities and A
-
checks. Ryanair h
as a 1
-
bay hangar in Madrid
to support aircraft located in
Spain and
operates 2 leased hangars at Dublin Airport. Ryanair has also built a technological center of excellence in Bergamo with
full flight simulators, a fixed b
ase simulator and a full
-
size Boeing 737NG training aircraft to allow for pilot, eng
ineering,
and cabin crew training. Ryanair currentl
y plans to develop further training facilities over the c
oming years to manage
fleet growth.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
92
91
At March 31, 2022, the average aircraft age of the Comp
any’s Boeing 737 fleet
was approximately
8
years.
Airbus Aircraft
As of June 30, 2022,
the
C
ompany had a fleet of
29
leased Airbus A320 aircraft (unchanged from M
arch 3
1,
2022). These aircraft are operated by Lauda, as a wet lease operator for the Group, and
have 180 seats. They are powered
by a mix of CFM 56
-5
B and Pratt & Whitney V2500 engi
nes. At March 31, 2022, the average
aircraft age of the Company’s
leased Airbus A320 fleet was approxima
tely
14.9
years. The first aircraft is due to return off lease in No
vember 2022.
Summary
The Company expects to have an opera
ting fleet comprising approximately 620
narrow
-
body aircraft at Mar
ch
31, 2026, depending on the level of lease hand
-
backs and aircraft disposals.
Training and Regulatory Co
mplianc
e
At March 31, 2022 Ryanair ow
ned and operated 11 B
oeing 737
-
800NG, 3 Boeing 737
-
8200 and 2 A320 full flight
simulators for pilot
training. The simulators were pu
rchased from CAE Inc
of Queb
ec, Canada (“CAE”). In additi
on,
Ryanair currently owns and
operates 9 state of the art, fixed base simu
lators from Multi Pilot Simulations (“MPS”) whi
ch
are used for pilot assessm
ents and pilot training. In autumn 2021
, Ryanai
r, in partnership with Aviat
ion Flight Academy
(
AFA
), opened a new
,
state of the art, training center in Dublin which inc
ludes both
Boeing 737
-
8200 and A320 full flight
simulators, and a full Boeing 73
7 Cabin Trainer. At the end of 2021
,
Ryanair agreed to purchase an additiona
l 8 (
6
confirmed and 2 options) fu
ll flight simulators from CAE, and 1 fixed based sim
ulator from MPS. In fisc
al
year 2023
,
Ryanair will take delivery of up to 3 Boeing 73
7
-
8200 full
flight simulators and the
new
fixed b
ased simulator.
Management believes that Ryana
ir is currently in compliance with all applicable regulations and EU dir
ectives
concerning its fleet of Boei
ng 737 and Airbus A320 aircraft and will comply with any regu
lations or applicable EU and
U.K.
directives that may come into effect in the future.
However, there can be no assurance that the FAA, E
ASA, the
U.K.
CAA or other regulat
ory authorities will not re
commend or require other safety
-
related u
ndertakings that could adversely
impact the Compan
y’s results of operations or financ
ial condition, in particular safety
-
re
lated undertakings related to
the Boeing 737
-
8
200.
See “Item 3. Key I
nformation
Risk Factors
Risks Related to the Airline Industry
Safet
y-Related
Undertakings Could Affect the Comp
any’s Results.”
ANCILLARY SERVICES
Ryanair provides various ancillary services and engages in other activities connected with its core air pas
seng
er
service, including non
-
flig
ht scheduled services, internet
-
related services, and the in
-
flight sale of beverages, food, dut
y
-
free and merchandise.
Ryanair primarily markets car hire, travel insurance and accommodat
ion services through its website and mobile
app. Ryanair offers car hire services via a contract with RentalCars. Ryanair re
ceives a commission on these sales.
Ryanair markets
car parking, fast
-
track, airport transfers, attra
ctions and activities on its website and mobile
app. Ryanair
also
sells gift vouchers which are redeemable online.
MAINTENANCE
AND REPAIRS
General
As part of its commitment to safety
, Ryanair endeavors to hire qualified ma
intenance personnel, provide prope
r
training to such personnel, and m
aintain its aircraft in accordance with EA
SA and
U.K.
Reg
ulations and European industry
92
standards. While Ryanair s
eeks to maintain its fleet in
a cost
-
effec
tive manner, management do
es not seek to extend
Ryanair’s low
-
cost operatin
g strategy to the areas of continuing airworthine
ss management, maintenance, tr
aining, or
quality assurance.
EASA, came into being on September 28, 2003: through the adoption of Regulation (EC) No. 1592/2002 of the
European Parliamen
t, and its standards superseded th
e previous Joint Aviation Authority (“
JAA”) re
quirements. See “
---
Government Regulation
---
” Regulatory Authorities” below.
Post Brexit, with the
U.K.
leaving EASA, aircraft registered in the
U.
K.
are managed in accordan
ce with the
U.
K.
equivalent regulations.
Ryanair Engineering
and Safety & C
ompli
ance department manage the Con
tinuing Airworthiness of the Grou
p
fleet in accordance with C
ommission Regulation (EU)
No 1321/2014 of 26 November 201
4
-
Continuing Airworthiness
and
U.K.
Reg (EU) 1321/2014
-
the
U.
K.
Continuing Airw
orthiness regulation. Each Group Airline holds app
licable
approval with their respe
ctive National Airworthiness Authori
ty (IAA Ireland, TMCAD Malta, ULC
Poland and U.K. CAA),
providing robust oversight
of all maintenance activities.
Maintenance activities are undertaken in a
c
cordance with EASA and
U.K.
Part 145 as applicable, by Ryanair DAC
under IAA approval and app
roved contracted provid
ers.
Ryanair is approved to deliver maintenance type training courses under EASA and
U.K.
Part 147 approvals, with
6 approved training si
tes located ac
ross the Ryanair netw
ork, in London Stansted, Berg
amo Italy, Glasgow P
restwick,
Kaunas Lithuania, Wroclaw
Poland and Seville Spain.
Ryanair is itself an EASA Part 145
-
approved ma
intenance organization and provides its own routine aircraft
main
tenan
ce and repair services. Ryanair also perf
orms certain line maintenance chec
ks on its aircraft, including pre
-
flight and daily checks at some of its bases, as well as A
-
checks at its Dublin, London (Stansted), Madrid, Hahn, Vienna
and Bergamo facilitie
s to support line maintenance on Boeing 7
37 and Airbus
A320 aircraft. Ryanair performs the
majority of its B
oeing 737 heavy airframe maintenan
ce utilizing a Ryanair asso
ciated Part 145 approval/o
rganization for
heavy maintenance with a seasonal use of thir
d-
party maintenance repair and overhaul (the “MRO”) faci
lities. Ryanair
operates a six
-
bay h
angar facility at its base at Glasgo
w (Prestwick) in Scotland. In addition
, Ryanair has hangar facilities
in Kaunas (Lithuania), Wroclaw (Poland) and Seville (Spain
) which are used for C
-
check maintenan
ce activities. Ryanair
will invest in additional ha
ngar facilities over the com
ing years to ensure there is sufficient hang
ar capacity for the
increased fleet size.
Ryanair has a 5
-
bay hangar and stores facility at its London (Stansted) airport base enabling Ryanair to carry out
line maintenance on its expanding fleet.
This facility has flight simulators, fixed base simulators and the a
ssociated
training rooms. Ryana
ir in partnership with AFA has developed
a separate
training facility adj
acent to the hangar to
accommodate a full
-
si
ze Boeing 737NG training aircraft to allow for cabin crew and engineering training. R
yanair has
simulators in its East Midla
nds facility (both full flight and fixed based)
. Ryanair operates
a 2
-
bay hangar in
Vienna to
maintain a mix of A
irbus and Boeing aircraft and
, in autumn 2021, opened a ne
w pilot and cabin crew t
raining facility in
Dublin which accommodat
es both Boeing and Airbus full flight sim
ulators to meet the increased training ne
ed
s of the
Group. Ryanair has a 30
-
year sole tenancy agreement
with Frankfurt (Hahn) airport where it maintains a 2
-
b
ay hangar
and stores facility. This facility allows Ryanair to carry out 2
-
year base maintenance checks. Frankfur
t (Hahn) airport has
gone in
to administration an
d as a result of this the future utilization of this hangar facility is under review beyond
2022.
Ryanair has two single
-
ba
y hangars and an additional l
eased hangar in Bergamo, I
taly (3 in total), which are used for line
maintenance act
iviti
es and A
-
checks. Ryanair h
as a 1
-
bay hangar in Madrid
to support aircraft
located in Spain and
operates 2 leased hangars at Dublin Airport. Ryanair has also built a technological center of excellence in Bergamo with
full flight simulators, a fixed
base simulator and a full
-
size Boeing 737NG training aircraft to allo
w for pilot, engineering,
and cabin crew training. Ryanair currentl
y plans to develop further training facilities over the c
oming years to manage
fleet growth.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
94
93
93
Maintenance and repair
services th
at may become nec
essary while an aircraft is located at othe
r airports served
by Ryanair are provided by other EASA Part 145
-
approved cont
ract maintenance providers. A
ircraft return each evening
to Ryanair’s bases, where they are exam
ined by eit
her Ryanair’s app
roved personnel or by local EASA Part 145
-approved
companies.
Heavy Main
tenance
Ryanair expects to be dep
endent on external service
contractors for Airbus A320
and Boeing 737 maintenan
ce,
particularly for engine and c
omponent maintenance
, for the foreseeable future, notwithstanding the capabilitie
s provided
by its current maintenance facilities. Se
e “Item 3. Key Information
Risk Factors
Risks Related to the Company
-
The
Company Is Dependent on Extern
al Service Providers”.
Ryanair co
ntracts out engine overhaul service for its Boeing 737
-
800 aircraft to CFM under a ten
-
year agreement
to December 2027, with an option for extension, which is a follo
w on to the previous General Electric Engine Services
agreement. This comprehens
ive mainte
nance contrac
t provides for the repair and overhaul of the CFM56
-
7B series
engines fitted to Ryanair’s Boeing 737
-
800 aircraft, the repair of parts and general technical support for the fleet of
engines. CFM uses its EA
SA Part 145
-
approved repair facilities in
Cardiff (Wales), Celma (B
razil), Paris (France), Kuala
Lumpur (Malaysia) and Queretaro (Mexi
co). By contracting with experienced EASA Part 145
-
ap
proved maintenance
providers, management believes it is better able to ensure the quality of its engine
ma
intenance. CFM LEAP
-
1B Engines
installed on the Boeing 737
-
82
00 aircraft are subject to warranty by CFM. Any requi
red repairs/overhauls subject to this
warranty will be accompl
ished by CFM at its EASA Part
145
-
approved repair facilities. Engine mainten
ance
p
roviders are
also monitored closely by the nationa
l authorities under EASA and national regul
ations. Ryanair trained engineering
staff with both Boeing and CFM in advance of the int
roduction of the Boeing 737
-
8200 aircraft to the Ryanair fleet.
SAFETY RECORD
Ryanair has not had a single passenger or flight crew fatality in its 37
-
year operating history. Ryanair
demonstrates its commitment to safe operations through
its
safety
policy, training, procedures, its investment in safety
-
related equipment, and its adop
tion of internal, open and confidential reporting sy
stem for safety and security matters.
The Company’s Board of Directors also has a Safety & Security C
ommittee to revie
w and discuss air safety an
d security
performance. Mike O’Brien,
a Non
-
Executive Director, and Carol Sharkey (who both act as Co
-
Chair), are joined on the
committee by the Accountable Managers of each of the Ryanair Group Airlines. Nominated persons and
re
levant
managers/specialists,
as necessary, are invited to atte
nd. Mr. O’Brien and Ms. Sharkey
report to the Board of Direct
ors
each quarter. Nominated P
ersons and managers, as necessary, are invited t
o attend.
Ryanair’s flight crew trai
ning is oriented to
wards
accident prevention and integrates with the Saf
ety
Management System to cover all aspects of flight operati
ons. Threat and Error Management (“TEM”) is at the core of
all flight crew training p
rograms. Ryanair maintains
full control of the content and
deliver
y of all flight crew training,
including initial, recurrent, and
upgrade phases. All training programs are accept
ed by the relevant National Competent
Aviation Authority, (includin
g the IAA, TM
-
CAD M
alta, the Polish CAA and the U.
K. CAA) which regu
l
arly audits operations
control standards and fligh
t crew training standards for complian
ce with EU and U.K. legislation. All Boeing
737s that
Ryanair has bought are certified for Ca
tegory IIIA landings (automatic landings wi
th minimum horizontal visibil
it
y of
200
meters and a 50 feet decision height).
Ryanair has a comprehensive and documented Safety
Management System. Management encourages flight
crews to report any safety
-
related issues through the
Air Safety Report (“ASR”) rep
orting program, which is
available
online. Also available to crew is Ryanair’s Confidential Repo
rting System (“RCRS”) which affords personnel the
opportunity to report dire
ctly to Safety Officers any ev
ent, error, or discrepancy in operati
ons that they do not wish to
report throug
h stand
ard reporting channels. Management uses the de
-
identified information repor
ted through all
reporting systems to modify operating pro
cedures and improve flight operations s
tandards as necessary. Additionally,
94
Ryanair promotes the use o
f
CHIRP
, a conf
idential reporting system
that is endorsed by the U.K. C
AA as an alternative
confidential reporting chan
nel.
Ryanair has installed an automat
ic data capturing system on each of its Boeing 73
7 and Airbus A320 aircraft.
This system captures and downloads
ai
rcraft perfor
mance information for use as part of Op
erational Flight Data
Monitoring (“OFDM”)
which automatically provides
a confidential report on e
xceedances from normal operating
limitations detected during
the course of each flight. The purpose of this
system is to monitor operati
onal trends and
inform management of any
instance of an operational limit being exce
eded. By analyzing these reports, ma
nagement
can identify undesirable trends and potential areas of operational risk, so as to take steps to rectify such deviations,
thereby ensuring adheren
ce to Ryanair’s flight safety standards.
AIRPORT OPERAT
IONS
Airport Handling Servi
ces
Ryanair provides its own aircraft and passenger handling and ticketing services at Dublin Airport. Third partie
s
provid
e these services to Ryanair at most other airp
orts it serves. Blue Handling (part of the Omniserve Group
) provides
Ryanair’s ticketing, passenger and aircraft handling, and ground handling services at Ryanair’s largest base, Stansted,
while similar service
s in continental Eur
ope are generally provided by the local airport authorities, either directly through
sub-
contractors, or pa
rtners in self
-
handling
at airports in Spain, P
ortugal, and Poland. Management
attempts to obtain
competitive rates for such
services by negoti
ating multi
-
year contra
cts at fixed prices with growth in
centives where
possible. These contracts
are generally scheduled to
expire in one to five years, unless renewed.
Ryanair will need to
enter into similar agreemen
ts in any new markets it
may enter. See “Item 3. Key Information
Risk Factors
Risk
s Related
to the Company
The Com
pany Is Dependent on External Service Providers.”
Airport
Cha
rges
As with other airlines, Ryan
air must pay airport charges each time it lands and
accesses facilitie
s at the airports
it serves. Depending on the policy of the individual airport, such charges can include landing fees
, passenger loading
fees, security fees and p
arking fees. Ryanair attempt
s to negotiate discounted fees
by delivering annual increases
in
p
assenger traffic and/or access to new destinations, and
opts, when practicable, for less expensive facil
ities, such as
less convenient gates and the u
se of outdoor boarding stairs rather than m
ore expensive jetways. Neverthe
less, there
can be no assurance that the airports Ryanair uses will not impose higher airport charges in the future and that any such
increases would not advers
ely affect the Company’s operations.
See “Item 3. Key Information
Risk Factors
Risks R
elated to the Company
R
yanair’s Continued
G
rowth is
Dependent on Access to Suitable A
irports; Charges for Airport Access are Su
bject to Increase.” See also “Item 8.
Financial Information
Other Financial Inform
ation
Legal Proceedings
EU State Aid
-
Related Pro
ceedings” for
information regarding leg
a
l proceedings in which Ryan
air’s economic arrangement
s with several publicly owned airports
are being contested
.
FUEL
The cost of jet fuel accounted for approximately
33
% and 22% of Ryanair’s total operating expenses in the fiscal
years ended 2022 and 202
1,
respectively. In
each c
ase, this accounts for cos
ts after giving effect to the Company’s fu
el
hedging activities but exclu
des de
-
icing costs, which a
ccounted for appro
xim
ately
1.1
% and 0.8
%
of total fuel costs in
the fiscal years ended 2022 and 2021 respectively. The future availability and cost of jet fuel cannot be predicted with
any degree of certainty, and Ryanair’s low
-
fares policy limits its ability to pass on inc
reased
fuel costs to passengers
through increased fares. Jet fuel prices are dependent on crude oil prices, which are quoted in U.S. dollars. If
the value
of the U.S. dollar strengthens against the euro, Ryanair’s fuel costs, expressed in euro, may increas
e even in absence of
any increase in the U.S. dollar price of jet fuel. Ryanair has also entered into foreign currency forward contr
acts to hedge
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
94
93
Maintenance and repair
services th
at may become nec
essary while an aircraft is located at othe
r airports served
by Ryanair are provided by other EASA Part 145
-
approved cont
ract maintenance providers. A
ircraft return each evening
to Ryanair’s bases, where they are examined b
y either Ryanair’s approved personne
l or by local EASA Part 145
-app
roved
companies.
Heavy Main
tenance
Ryanair expects to be dep
endent on external service
contractors for Airbus A320
and Boeing 737 maintenan
ce,
particularly for engine and c
omponent maintenance
, for the foreseeable future, notwithstanding the capabilitie
s provided
by its current maintenance facilities. Se
e “Item 3. Key Information
Risk Factors
Risks Related to the Company
-
The
Company Is Dependent on Extern
al Service Providers”.
Ryanair co
ntracts out engine overhaul service for its Boeing 737
-
800 aircraft to CFM under a ten
-
year agreement
to December 2027, with an option for extension, which is a follo
w on to the previous General Electric Engine Services
agreement. This comprehens
ive mainte
nance contrac
t provides for the repair and overhaul of the CFM56
-
7B series
engines fitted to Ryanair’s Boeing 737
-
800 aircraft, the repair of parts and general technical support for the fleet of
engines. CFM uses its EA
SA Part 145
-
approved repair facilities in
Cardiff (Wales), Celma (B
razil), Paris (France), Kuala
Lumpur (Malaysia) and Queretaro (Mexi
co). By contracting with experienced EASA Part 145
-
ap
proved maintenance
providers, management believes it is better able to ensure the quality of its engine
ma
intenance. CFM LEAP
-
1B Engines
installed on the Boeing 737
-
8
200 aircraft are subject to warranty by CFM. Any requi
red repairs/overhauls subject to this
warranty will be accompl
ished by CFM at its EASA Part
145
-
approved repair facilities. Engine mainten
ance
p
roviders are
also monitored closely by the nationa
l authorities under EASA and national regul
ations. Ryanair trained engineering
staff with both Boeing and CFM in advance of the int
roduction of the Boeing 737
-
8200 aircraft to the Ryanair fleet.
SAFETY RECORD
Ryanair has not had a single passenger or flight crew fatality in its 37
-
year operating history. Ryanair
demonstrates its commitment to safe operations through
its
safety
policy, training, procedures, its investment in safety
-
related equipment, and its adop
tion of internal, open and confidential reporting sy
stem for safety and security matters.
The Company’s Board of Directors also has a Safety & Security C
ommittee to revie
w and discuss air safety an
d security
performance. Mike O’Brien,
a Non
-
Executive Director, and Carol Sharkey (who both act as Co
-
Chair), are joined on the
committee by the Accountable Managers of each of the Ryanair Group Airlines. Nominated persons and
re
levant
managers/specialists,
as necessary, are invited to atte
nd. Mr. O’Brien and Ms. Sharkey
report to the Board of Direct
ors
each quarter. Nominated P
ersons and managers, as necessary, are invited t
o attend.
Ryanair’s flight crew trai
ning is oriented to
wards
accident prevention and integrates with the Saf
ety
Management System to cover all aspects of flight operati
ons. Threat and Error Management (“TEM”) is at the core of
all flight crew training p
rograms. Ryanair maintains
full control of the content and
deliver
y of all flight crew training,
including initial, recurrent, and
upgrade phases. All training programs are accept
ed by the relevant National Competent
Aviation Authority, (includin
g the IAA, TM
-
CAD M
alta, the Polish CAA and the U.
K. CAA) which regu
l
arly audits operations
control standards and fligh
t crew training standards for complian
ce with EU and U.K. legislation. All Boeing
737s that
Ryanair has bought are certified for Ca
tegory IIIA landings (automatic landings wi
th minimum horizontal visibil
it
y of
200
meters and a 50 feet decision height).
Ryanair has a comprehensive and documented Safety
Management System. Management encourages flight
crews to report any safety
-
related issues through the
Air Safety Report (“ASR”) rep
orting program, which is
available
online. Also available to crew is Ryanair’s Confidential Repo
rting System (“RCRS”) which affords personnel the
opportunity to report dire
ctly to Safety Officers any ev
ent, error, or discrepancy in operati
ons that they do not wish to
report throug
h stand
ard reporting channels. Management uses the de
-
identified information repor
ted through all
reporting systems to modify operating pro
cedures and improve flight operations s
tandards as necessary. Additionally,
94
Ryanair promotes the use o
f
CHIRP
, a conf
idential reporting system
that is endorsed by the U.K. C
AA as an alternative
confidential reporting chan
nel.
Ryanair has installed an au
tomatic data capturing system on each of its Boeing 7
37 and Airbus A320 aircraft.
This system captures and downloads
ai
rcraft perform
ance information for use as part of Op
erational Flight Data
Monitoring (“OFDM”)
which automatically provides
a confidential report on e
xceedances from normal operating
limitations detected during
the course of each flight. The purpose of this
system is to monitor operati
onal trends and
inform management of any
instance of an operational limit being exce
eded. By analyzing these reports, ma
nagement
can identify undesirable trends and potential areas of operational risk, so as to take steps to rectify such deviations,
thereby ensuring adheren
ce to Ryanair’s flight safety standards.
AIRPORT OPERAT
IONS
Airport Handling Servi
ces
Ryanair provides its own aircraft and passenger handli
ng and ticketing services at Dublin Airport. Third parties
provid
e thes
e services to Ryanair at most other airp
orts it serves. Blue Handling (part of the Omniserve Group
) provides
Ryanair’s ticketing, passenger and aircraft handling, and ground handling services at Ryanair’s largest base, Stansted,
while similar service
s in continental Eur
ope are generally provided by the local airport authorities, either directly through
sub-
contractors, or pa
rtners in self
-
handling
at airports in Spain, P
ortugal, and Poland. Managem
ent attempts to obtain
competitive rates for such
services by negoti
ating multi
-
year contra
cts at fixed prices with growth in
centives where
possible. These contracts
are generally scheduled to
expire in one to five years, unless renewed.
Ryanair will need to
enter into similar agreemen
ts in any new markets it
may enter. See “Item 3. Key Information
Risk Factors
Risk
s Related
to the Company
The Com
pany Is Dependent on External Service Providers.”
Airport
Cha
rges
As with other airlines, Ryan
air must pay airport charges each time it lands and
accesses facilitie
s at the airports
it serves. Depending on the policy of the individual airport, such charges can include landing fees
, passenger loading
fees, security fees and p
arking fees. Ryanair attempt
s to negotiate discounted fees
by delivering annual increases
in
p
assenger traffic and/or access to new destinations, and opts, when p
racticable, for less expensive fac
ilities, such as
less convenient gates and
the use of outdoor boardin
g stairs rather than more e
xpensive jetways. Nevertheless, there
can be no assurance that the airports Ryanair uses will not impose higher airport charges in the future and that any such
increases would not advers
ely affect the Company’s operations.
See “Item 3. Key Information
Risk Factors
Risks R
elated to the Company
R
yanair’s Continued
Growth is
Dependent on Access to Suitable A
irports; Charges for Airport Access are Su
bject to Increase.” See also “Item 8.
Financial Information
Other Financial Inform
ation
Legal Proceedings
EU State Aid
-
Related Pro
ceedings” for
information regarding leg
a
l proceedings in which Ryan
air’s economic arrangement
s with several publicly owned airports
are being contested
.
FUEL
The cost of jet fuel accounted for approximately
33
% and 22% of Ryanair’s total operating expenses in the fiscal
years ended 2022 and 202
1,
respectively. In
each c
ase, this accounts for cos
ts after giving effect to the Company’s fu
el
hedging activities but exclu
des de
-
icing costs, which a
ccounted for appro
xim
ately
1.1
% and 0.8
%
of total fuel costs in
the fiscal years ended 2022 and 2021 respectively. The future availability and cost of jet fuel cannot be predicted with
any degree of certainty, and Ryanair’s low
-
fares policy limits its ability to pass on inc
reased
fuel costs to passengers
through increased fares. Jet fuel prices are dependent on crude oil prices, which are quoted in U.S. dollars. If
the value
of the U.S. dollar strengthens against the euro, Ryanair’s fuel costs, expressed in euro, may increas
e even in absence of
any increase in the U.S. dollar price of jet fuel. Ryanair has also entered into foreign currency forward contr
acts to hedge
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
96
95
95
against some currency fluctuations. See “Item 11.
Quantitative and Qualitative Disclosures About Market Risk
Foreign
Currency Exposure and He
dging.”
Ryanair typically enters into
arrangements providing for significant pr
otection against fluctuations in fuel prices
,
through both forward contracts and call options covering periods of up
to 18
to 24 months of antic
ipated jet fuel
requirements. If capacity is
significantly reduced, as was the case in fiscal year 20
21 due to European Governments
response to the spread of
Covid
-
19, forward
contracts may become ineffe
ctive for hedge accounting p
urposes. See
“Item 3. Key
Information
Risk Factors
Risks Related to the Company
Changes in Fuel Costs and Avail
ability Affect
the Company’s Results” and “Item 11. Quantitative and Qualitative Discl
osures About Market Risk
Fuel Price Exposure
and Hedging” for additional informati
on
on re
cent trends in fuel costs and the Company’s related hedging activities, as
well as certain associated risks. See als
o “Item 5. Operating and Financial Review and Prospects
Fis
cal Year 2022
Compared with Fiscal Year 2
021
Fuel and Oil.”
INSURANCE
Rya
nair is exposed t
o potential catastrophic losses that may be incurred in the event of an air
craft accident or
terrorist incident. Any such ac
cident or incident could involve costs related to the repair or replacement of a dam
aged
aircraft and its consequen
t temp
orary o
r permanent loss from service. In addition, an accident or incident could result
in significant legal claims ag
ainst the Company from injured passen
gers and others who experienced injury or propert
y
damage as a result of the accident or incide
nt, including ground victims. Ryanair maintains aviation third
-
party liability
insurance, passenger li
ability insurance, employer liability insur
ance, directors’ and officers’ liabilit
y insurance, aircraf
t
insurance for aircraft loss or dam
age, and other b
usine
ss insurance in amounts pe
r occurrence consistent with industry
standards. Ryanair believes
its insurance coverage is adequate, although not
comprehensive. There can be no assurance
that the amount of su
ch coverage will not need to be i
ncreased, that
insurance premium
s will not increase significantly
or that Ryanair will not be forced to bear substantial losses from accidents.
Ryanair’s insurance does not cover claims
for losses incurred when, due to unforeseen events, airsp
ace is clo
sed and aircra
ft are g
rounded, such as the airspace
closures described in “Item
3. Key Information
Risk Factors
Risks Related to th
e Company
The C
ovid
-
19 pandemic
and measures to reduce its sp
read have had, and will likely continue to have, a material adverse imp
act on the
Comp
any’s
business, results of opera
tions, financial conditions an
d liquidity and “
Risks Related to the Airline Industr
y
Extrem
e
Weather Events Could Affect the
Company and Have a Material Adverse Effect on the Company’s Results of Operati
ons.”
The cost of insurance coverage for certain third
-
party liabilities arising from “acts of war” or terrorism increased
dramatically as a resu
lt of the September 11, 2001
terrorist attacks. Ryanair’s insu
rers have indicated that the
scope of
the Company’s current war
-
related insuran
ce coverage may exclude certain types of catastrophic incidents, which may
result in the Company seeking
alternative coverage.
Ryanair has established
Aviation Insurance Limite
d (“AIL”), a wholly owned capti
ve insurance company
subsidiary
based in Malta, to provide the Company with self
-
insurance as part of its ongoing risk
-
managemen
t strategy.
AIL underwrites a portion of the Company’s aviati
on insurance program, which covers not only the Compan
y’s aircraft
but also its liability to pa
ssen
gers and to third pa
rties. AIL reinsures virtually
all o
f the aviation insur
ance risk it
underwrites with recognized third parties in the aviation reinsurance mar
ket, with the amount of AIL’s maximum
aggregate exposure not cu
rrently subject to such reinsur
ance agreements being
equal to approximately US$15
m. In
addition to aviation insu
rance, AIL underwrites most of the sing
le and multi
-
trip travel insu
rance policies sold on
Ryanair.com.
96
Council Regulation (EC) No.
2027/97, as amended by Council Regulation
(EC) No. 8
89/2002, governs air carrier
liability. This legislation pro
vides for unlimited liability of an air car
rier in the event of death or bodily injuries s
uffe
red by
passengers, implementing
the Warsaw Convention of 1929
for the Unification of Certain
Rul
es Relating to
Transportation by Air, as
amended by the Montreal C
onvention of 1999. Ryanair
has extended its liability insurance to
meet the appropriate requi
rements of the legislation.
See “Item 3. Key Information
Risk Fa
ctors
Risks Related to the
Ai
rline Industry
The Company Faces the Risk of Loss and Liability” for information on the Company’s risks of loss an
d
liability.
FACILITIES
The following are the principal facilities owned or leas
ed by the Ryanair Group:
Site
Area
Floo
r
Space
Locati
on
(Sq. Meters)
(Sq. Meters)
Tenure
Activity
Dublin Airport
8,190
8,269
Leasehold
Administrati
v
e Of
fices / Ai
rcraft
Maintena
nce
Airside Busin
es
s Park,
Dublin
37,752
163,890
Freehold
Offices, Travel Labs Dublin & Training Center
Woodford Business Park, Dublin
4,113
4,113
Freehold
Cabin Crew & Pilot Simulator Training Center
Vienna Airport (Hangar)
12,591
7,720
Leasehold
Aircraft Maintena
n
ce
Vienna, Aust
ria
1,325
1,325
Leasehold
Administrati
v
e Of
fices
Stansted Airport
17,262
14,302
Leasehold
Aircraft Main
tenance
& Sim
ulator Training C
e
nter
East Midlands
Airport
5,935
3,435
Freehold
Simulator T
raining Center
Prestwick Airport (Hangar)
16,022
14,295
Leasehold
Aircraft Maintena
n
ce
Frankfurt (Ha
hn) Airport (Ha
ngar)
5,064
5,064
Leasehold
Aircraft M
aintenance & Simulator Training
Center
Bergamo Airpo
rt
16,647
9,563
Leasehold
Aircraft Maintena
n
ce & Trai
ning Cen
ter
Wroclaw Airport,
Poland (Hangar)
8,701
7,484
Leasehold
Aircraft Maintena
n
ce
Wroclaw, Polan
d
1,935
1,935
Leasehold
Travel Labs Polan
d
Warsaw, Pola
nd
747
747
Leasehold
Administrati
v
e Of
fices
Kaunas Airpo
rt (Hangar)
4,500
4,500
Leasehold
Aircraft Maintena
n
ce
Pieta, Malt
a
480
480
Leasehold
Admi
nistr
ative
Offices
Malta Airport
(Hangar)
6,729
3,696
Leasehold
Aircraft Maintena
n
ce
Madrid Airp
ort (Hangar)
1,850
1,850
Leasehold
Aircraft Maintena
n
ce
Madrid, Spain
1,914
1,914
Leasehold
Travel Labs Madri
d
Seville, Spain
(
Han
gar)
9,800
8,000
Leasehold
Aircraft Maintena
n
ce
Modlin A
irport
129
129
Leasehold
Administrati
v
e Of
fices
Kraków Airpor
t
248
248
Leasehold
Administrati
v
e Of
fices
Katowice,
Airport
144
144
Leasehold
Administrati
v
e Of
fices
Ryanair has
agreements wi
th the DAA,
the Irish governm
ent authority charged with operating Dublin Airport, to
lease check
-
in counters and other space at the passeng
er and cargo terminal facilities at Dublin Airport. The airport
office facilities used by R
yanair at Lon
don (Stansted) are leas
ed from the airport authori
ty; similar facilities at each of
the other airports Ryanair
g
roup
airlines
serve are provided by third p
arty service providers.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
96
95
against some currency fluctuations. See “Item 11.
Quantitative and Qualitative Disclosures About Market Risk
Foreign
Currency Exposure and He
dging.”
Ryanair typically enters into
arrangements providing for significant pr
otection against fluctuations in fuel prices
,
through both forward contracts and call options covering periods of up to 18 to 24 months of antic
ipated jet fuel
requirements. If capacity is
significantly reduced, as was the case in fiscal year 20
21 due to European Governments
response to the spread of
Covid
-
19, forward
contracts may become ineffe
ctive for hedge accounting p
urposes. See
“Item 3. Key
Information
Risk Factors
Risks Related to the Company
Changes in Fu
el Costs and Availability Affect
the Company’s Results” and “Item 11. Quantitative and Qualitative Discl
osures About Market Risk
Fuel Price Exposure
and Hedging” for additional informati
on
on re
cent trends in fuel costs and the Company’s related hedging activities, as
well as certain associated risks. See als
o “Item 5. Operating and Financial Review and Prospects
Fis
cal Year 2022
Compared with Fiscal Year 2
021
Fuel and Oil.”
INSURANCE
Rya
nair is exposed t
o potential catastrophic losses that may be incurred in the event of an air
craft accident or
terrorist incident. Any such ac
cident or incident could involve costs related to the repair or replacement of a dam
aged
aircraft and its consequen
t temp
orary
or permanent loss from service. In addition, an accident or incident could result
in significant legal claims ag
ainst the Company from injured passen
gers and others who experienced injury or propert
y
damage as a result of the accident or incide
nt, including ground victims. Ryanair maintains aviation third
-
party liability
insurance, passenger li
ability insurance, employer liability insur
ance, directors’ and officers’ liabilit
y insurance, aircraf
t
insurance for aircraft loss or dam
age, and other b
usine
ss insurance in amounts pe
r occurrence consistent with industry
standards. Ryanair believes
its insurance coverage is adequate, although not
comprehensive. There can be no assurance
that the amount of su
ch coverage will not need to be i
ncreased, that
insurance premium
s will not increase significantly
or that Ryanair will not be forced to bear substantial losses from accidents.
Ryanair’s insurance does not cover claims
for losses incurred when, due to unforeseen events, airsp
ace is clo
sed and aircra
ft are g
rounded, such as the airspace
closures described in “Item
3. Key Information
Risk Factors
Risks Related to th
e Company
The C
ovid
-
19 pandemic
and measures to reduce its sp
read have had, and will likely continue to have, a material adverse imp
act on the
Comp
any’s
business, results of opera
tions, financial conditions an
d liquidity and “
Risks Related to the Airline Industr
y
Extrem
e
Weather Events Could Affect the
Company and Have a Material Adverse Effect on the Company’s Results of Operati
ons.”
The cost of insurance coverage for certain third
-
party liabilities arising from “acts of war” or terrorism increased
dramatically as a resu
lt of the September 11, 2001
terrorist attacks. Ryanair’s insu
rers have indicated that the
scope of
the Company’s current war
-
related insuran
ce coverage may exclude certain types of catastrophic incidents, which may
result in the Company seeking
alternative coverage.
Ryanair has established
Aviation Insurance Limite
d (“AIL”), a wholly owned capti
ve insurance company
subsidiary
based in Malta, to provide the Company with self
-
insurance as part of its ongoing risk
-
managemen
t strategy.
AIL underwrites a portion of the Company’s aviati
on insurance program, which covers not only the Compan
y’s aircraft
but also its liability to pa
ssen
gers and to third part
ies. AIL reinsures virtually all of the aviation insur
ance risk it
underwrites with recognized third parties in the aviation reinsurance mar
ket, with the amount of AIL’s maximum
aggregate exposure not cu
rrently subject to such reinsur
ance agreements being
equal to approximately US$15
m. In
addition to aviation insu
rance, AIL underwrites most of the sing
le and multi
-
trip travel insu
rance policies sold on
Ryanair.com.
96
Council Regulation (EC) No.
2027/97, as amended by Council Regulation
(EC) No. 8
89/2002, governs air carrier
liability. This legislation pro
vides for unlimited liability of an air car
rier in the event of death or bodily injuries s
uffe
red by
passengers, implementing
the Warsaw Convention of 1929
for the Unification of Certain
Rul
es Relating to
Transportation by Air
, as amended by the Mon
treal Convention of 19
99. Ryanair has extended
its liability insurance to
meet the appropriate requi
rements of the legislation.
See “Item 3. Key Information
Risk Fa
ctors
Risks Related to the
Ai
rline Industry
The Company Faces the Risk of Loss and Liability” for information on the Company’s risks of loss an
d
liability.
FACILITIES
The following are the principal facilities owned or leas
ed by the Ryanair Group:
Site
Area
Floo
r
Space
Locati
on
(Sq.
Meters)
(Sq.
Meters)
Tenure
Activity
Dublin Airport
8,190
8,269
Leasehold
Administrati
v
e Of
fices / Ai
rcraft
Maintena
nce
Airside Business Park, Dublin
37,752
163,890
Freehold
Offices, Travel Labs Dublin & Training Center
Woodford Business Park, Dublin
4,113
4,113
Freehold
Cabin Crew & Pilot Simulator Training Center
Vienna Airport (Hangar)
12,591
7,720
Leasehold
Aircraft Maintena
n
ce
Vienna, Aust
ria
1,325
1,325
Leasehold
Administrati
v
e Of
fices
Stansted Airport
17,262
14,302
Leasehold
Aircraft Main
tenance
& Sim
ulator Training Center
East Midlands
Airport
5,935
3,435
Freehold
Simulator T
raining Center
Prestwick Airport (Hangar)
16,022
14,295
Leasehold
Aircraft Maintena
n
ce
Frankfurt (Ha
hn) Airport (Ha
ngar)
5,064
5,064
Leasehold
Aircraft M
aintenance & Simulator Training
Center
Bergamo Airpo
rt
16,647
9,563
Leasehold
Aircraft Maintena
n
ce & Trai
ning Cen
ter
Wroclaw Airport,
Poland (Hangar)
8,701
7,484
Leasehold
Aircraft Maintena
n
ce
Wroclaw, Polan
d
1,935
1,935
Leasehold
Travel Labs Polan
d
Warsaw, Pola
nd
747
747
Leasehold
Administrati
v
e Of
fices
Kaunas Airpo
rt (Hangar)
4,500
4,500
Leasehold
Aircraft Maintena
n
ce
Pieta, Malt
a
480
480
Leasehold
Admi
nistr
ative
Offices
Malta Airport
(Hangar)
6,729
3,696
Leasehold
Aircraft Maintena
n
ce
Madrid Airp
ort (Hangar)
1,850
1,850
Leasehold
Aircraft Maintena
n
ce
Madrid, Spain
1,914
1,914
Leasehold
Travel Labs Madri
d
Seville, Spain
(
Han
ga
r)
9,800
8,000
Leasehold
Aircraft Maintena
n
ce
Modlin A
irport
129
129
Leasehold
Administrati
v
e Of
fices
Kraków Airpor
t
248
248
Leasehold
Administrati
v
e Of
fices
Katowice,
Airport
144
144
Leasehold
Administrati
v
e Of
fices
Ryanair has
agreements wi
th the DAA, the Irish government authority charged with operating Dublin Airpo
rt, to
lease check
-
in counters and
other space at the passenger and cargo terminal facilities at Dublin Airport. The airport
office facilities used by R
yanair at Lon
don (Stansted)
are leased from the ai
rport authority; similar fa
cilities at each of
the other airports Ryanair
g
roup
airlines
serve are provided by third p
arty service providers.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
98
97
97
TRADEMARKS
Ryanair’s name, logo, certa
in other names and logos, as well
as certain slogans,
are registered as Europea
n
Union Trademarks (“EUTMs”
) and as national
tradem
arks in certain countries, including the U.K. An EUTM allows a
trademark owner to obtain a single registrat
ion of its trademark, which affords uniform protecti
o
n for that trademark in
all EU member states. The registrati
on gives Ryanair an exclusive monop
oly over the use of its trade name in respect of
similar services and the right to sue for tradema
rk infringement should another party use an identical or simi
la
r mark in
relation to identical or sim
ilar services. As of Januar
y 1, 2021, registered EUTMs
have been automati
cally registered as
equivalent national U.K. tr
ademarks.
Trademarks owned by the
Ryanair
Group
include:
European Uni
on (Word) Trademark registr
ation number 004168721 comprised of the word “Ryanair” in classes
16, 28,
35, 36,
37, 38,
39 an
d 42 (N
ice Cl
assificatio
n),
and equivalent U.K. trademark number UK0
0904168721,
protected until December 1
3, 2024.
European Uni
on (Figurative) Trademark registra
tion number 000
338301 comprising the following graphic
representation:
in classes 16, 35, 36, 37, 38, 39 and 42 (Nice Classification) and class 22
.01.16 (Vienna classification),
an
d
equivalent U.K. tradem
ark number UK009003
38301,
protected until August
21, 2026.
European Union (Figura
tive) Trademark registration number 001493329 comprising the following graphic
representation
in classes 16, 35, 36, 37, 38, 39 and 42 (Nice Classification) and class 27
.05.01 (Vienna classification),
a
nd
equivalent U.K. tradem
ark number UK009014
93329,
protected until February 4, 20
30.
European Uni
on (Word) Trademark registrati
on number 004187721 comprised of t
he word “Ryanairhotels.co
m”
in classes 16, 39 and 43 (Ni
ce Classification),
and e
quivalent U.K. trademark numb
e
r UK00904187721,
protected
until January 13, 2025.
European Union (Word) Tra
demark registration number 0131
85988 c
omprised of the word “LOW FARES. MADE
SIMPLE” in classes 16, 28
, 35, 36, 37, 38, and 42 (Nice Classification),
and equiva
lent U.K. trademark number
UK009131859
88,
protected until August 1
9, 202
4.
European Union (W
ord) Trademark registration numbe
r 018295804 comprised of the word “Lauda Europe” in
class
es 12, 16, 18,
25, 28, 35, 36, 37,
38, 39, 43 (
Nice
Classificat
ion) protected unti
l August 25,
2030, and
equivalent U.K. tradem
ark number UK00003
680730, pr
otected until
August 12, 203
1.
98
European Union (Word) Trademark registr
ation number 003330685 comprised of the word “Laudamotion” in
classes 9, 14, 25, 35, 39 (
Nice Classification) and equivalent U.K. trademark number UK0
0903330685, protected
unt
il August 29, 2023.
European Union (
Figurativ
e
) Trademark registration numb
er
015102321 comprising the following graphic
representation
in classes 3, 9, 14, 25, 35,
39 (Nice Classification) and classes 18.0
5.03, 27.05.22, 27.99.12
, 27.99.13 (Vienna
C
lassification) and equivale
nt U.K. trademark number UK0091
5102321, protected until February 10, 2026.
European Union (Figurativ
e) Trademark registration number 018062738 comprising the following graphic
representation
in cla
sses 12, 16,
35, 36, 37, 3
8,
39, 43 (Nice Classification) and
classes 03.13.04, 03.13.24, 27.05.2
1, 27.99.02
(Vienna Classification) pro
tected until May 9, 2029, and equivalent U.K. tradem
ark number UK00003680736
protected until August 12, 2031
.
United Kingdo
m (Word) Trademark regi
stration number UK0
0003247027 comprised of the word “Buz
z About”
in class 39 (Nice Classification), protected until July 2
9, 2027.
European Union (Figurativ
e) Trademark registration number 018409229 comprising the following graphic
representation
in classes 12, 35, 36, 39, 41, 43
(Nic
e Classifica
tion) and classes 04.01.03, 22
.01.16, 24.17.20 (Vienna
Classification) protected u
ntil February 26, 2031 and equivalent U.K. tradem
ark number WO000000
1606144,
protected until April 26, 2031.
THE ENVIR
ONM
ENT
Ryanair’s Environmental Po
licy, commits the Group to what the Board and management believe are ambi
tious
future environment
al targets, building on imp
ressive achievements t
o date, including commitments
to address climate
change, and the priorities and
policies which will allow the Group to continue to lower CO2 emissions and noise pollution.
Ryanair’s Environmental Str
ategy illustrates Ryanair’s commitment to managing its impact on the environme
nt,
with key targets and achievements including:
Targets
Achieving net carb
on zero by 2050, as set out in Ryanair’s “Aviation with Purpose” Sustainability Repo
rt;
Reduce CO2
p
er passenger/kilometer to 60 g
rams by 2030;
Set a goal to power 12.5% of our flights with Sustaina
ble Aviation Fuel (SAF) by 2030;
Improvement in the G
roup’s CDP (Climate Disclosure Project) climate prot
ection rating to “A” from “B“; and
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
98
97
TRADEMARKS
Ryanair’s name, logo, certa
in other names and logos, as well
as certain slogans,
are registered as European
Union Trademarks (“EUTMs”
) and as national
tradem
arks in certain countries, including the U.K. An EUTM allows a
trademark owner to obtain a single registrat
ion of its trademark, which affords uniform protecti
o
n for that trademark in
all EU member states. The registrati
on gives Ryanair an exclusive monop
oly over the use of its trade name in respect of
similar services and the right to sue for tradema
rk infringement should another party use an identical or simi
la
r mark in
relation to identical or sim
ilar services. As of Januar
y 1, 2021, registered EUTMs
have been automati
cally registered as
equivalent national U.K. tr
ademarks.
Trademarks owned by the
Ryanair
Group
include:
European Uni
on (Word) Trademark registr
ation number 004168721 comprised of the word “Ryanair” in classes
16, 28,
35, 36,
37, 38,
39 an
d 42 (N
ice Cl
assificatio
n),
and equivalent U.K. trademark number UK0
0904168721,
protected until December 1
3, 2024.
European Uni
on (Figurative) Trademark registra
tion number 000
338301 comprising the following graphic
representation:
in classes 16, 35, 36, 37, 38, 39 and 42 (Nice Classification) and class 22
.01.16 (Vienna classification),
an
d
equivalent U.K. tradem
ark number UK009003
38301,
protected until August
21, 2026.
European Union (Figurativ
e) Trademark registration number 001493329 comprising the following graphic
representation
in classes 16, 35, 36, 37, 38, 39 and 42 (Nice Classification) and class 27
.05.01 (Vienna classification),
a
nd
equivalent U.K. tradem
ark number UK009014
93329,
protected until February 4, 20
30.
European Uni
on (Word) Trademark registrati
on number 004187721 comprised of t
he word “Ryanairhotels.co
m”
in classes 16, 39 and 43 (Ni
ce Classification),
and e
quivalent U.K. trademark numb
e
r UK00904187721,
protected
until January 13, 2025.
European Union (Word) Tra
demark registration number 01318598
8
comprised of the word “LOW FARES. MADE
SIMPLE” in classes 16, 28
, 35, 36, 37, 38, and 42 (Nice Classification),
and equiva
lent U.K. trademark number
UK009131859
88,
protected until August 1
9, 202
4.
European Union (W
ord) Trademark registration numbe
r 018295804 comprised of the word “Lauda Europe” in
class
es 12, 16, 18,
25, 28, 35, 36, 37,
38, 39, 43 (
Nice
Classificat
ion) protected unti
l August 25,
2030, and
equivalent U.K. tradem
ark number UK00003
680730, pr
otected until
August 12, 20
31.
98
European Union (Word) Trademark registr
ation number 003330685 comprised of the word “Laudamotion” in
classes 9, 14, 25, 35, 39 (
Nice Classification) and equivalent U.K. trademark number UK0
0903330685, protected
unt
il August 29, 2023.
European Union (
Figurativ
e
) Trademark registration numb
er
015102321 comprising the following graphic
representation
in classes 3, 9, 14, 25, 35,
39 (Nice Classification) and classes 18.0
5.03, 27.05.22, 27.99.12
, 27.99.13 (Vienna
C
lassification) and equivale
nt U.K. trademark number UK0091
5102321, protected until February 10, 2026.
European Union (Figura
tive) Trademark registration number 018062738 comprising the following graphic
representation
in cla
sses 12, 16,
35, 36, 37, 3
8,
39, 43 (Nice Classification) and
classes 03.13.04, 03.13.24, 27.05.2
1, 27.99.02
(Vienna Classification) pro
tected until May 9, 2029, and equivalent U.K. tradem
ark number UK00003680736
protected until August 12, 2031
.
United Kingdo
m (Word) Trademark regi
stration number UK0
0003247027 comprised of the word “Buz
z About”
in class 39 (Nice Classification), protected until July 2
9, 2027.
European Union (Figura
tive) Trademark registration number 018409229 comprising the following graphic
representation
in classes 12, 35, 36, 39, 41, 43
(Nic
e Classifica
tion) and classes 04.01.03, 22
.01.16, 24.17.20 (Vienna
Classification) protected u
ntil February 26, 2031 and equivalent U.K. tradem
ark number WO000000
1606144,
protected until April 26, 2031.
THE ENVIR
ONM
ENT
Ryanair’s Environmental Po
licy, commits the Group to what the Board and management b
elieve are ambitious
future environment
al targets, building on imp
ressive achievements t
o date, including commitments
to address climate
change, and the priorities and
policies which will allow the Group to continue to lower CO2 emissions and noise pollution.
Ryanair’s Environmental Str
ategy illustrates Ryanair’s commitment to managing its impact on the environme
nt,
with key targets and achievements including:
Targets
Achieving net carb
on zero by 2050, as set out in Ryanair’s “Aviation with Purpose” Sustainability Repo
rt;
Reduce CO2
p
er passenger/kilometer to 60 g
rams by 2030;
Set a goal to power 12.5% of our flights with Sustaina
ble Aviation Fuel (SAF) by 2030;
Improvement in the G
roup’s CDP (Climate Disclosure Project) climate protect
ion rating to “A” from “B“; and
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
100
99
99
To date, we are ahead of our 5
-
year target, having intr
oduced recyclable plastics on over 80% of our product lines.
We have a goal to be 100% single
use plastic free by 2025.
Achievements
Becoming the first Airline G
roup to publish its CO2 statistics monthly;
Investing billions of euro in new fuel and noise eff
icient aircraft;
Commercia
l SAF partnership with Neste;
Top rated European airline
by ESG risk rating agency (Sustaina
lytics) and rated B by CDP;
Partnered with T
rinity College Dublin to launch a Sustainable Aviation Resear
ch Centre; and
Investment in Verified Carb
on Standard (
VCS) and Gold Standard carbon proje
cts funded by our Voluntary Carbo
n
Contribution scheme;
Appointment
of a Director of Sustainability, reporti
ng at least quarterly to the Board, to achieve am
bitious
environmental commitmen
ts.
Ryanair manages its impact on the environment and lowers CO2 emissions by operating
one of
the
youngest
fleets
of any major
European
airline group, achieving
high load factors and efficient fu
el burn. These enable Ryanair to
minimize fuel and energy consump
tion and reduce noise pollution.
Climate Governan
ce and Strategy
Ryanair’s Board has ultim
ate oversight of the Gr
oup’s climate strategy, sustainabili
ty goals and climate
-related
risks and opportunities. The Board and Audit Commi
ttee receive quarterly updates on Ryanair’s
climate related risks and
performance from the Director of Sustain
ability.
Climate-
related risks and
opportunities are incorporated into the Ryan
air Group's environmental policy. The
Board reviews the environmental policy annually and receives quarterly updates on performance. Environmenta
l
opportunities and threats
are factored
into our fin
ancial and operational plann
ing, including operational fue
l efficiencies
and regulatory impacts.
These risks are identified through scenario analysis,
horizon sca
nning and ong
oing industry scrutiny. Key
transitional risks are asses
sed and man
aged across the organiza
tion primarily through the
enterprise risk management
register with upstream climate risks also raised to the Sustainability Comm
ittee. These risks include Market and
Technology Shifts, Reputation, Poli
cy,
Legal and Physi
cal Risks.
Ryanair’s long
-
term strateg
y identifies climate change as a key area that will impact the business
in coming
years. Short and medium
-
term risks and opportuni
ties are addressed on an ongoing b
asis by the Ryanair Sustainability
Committee and Sustainab
ility
team who, ultimately, report bac
k to the Board.
In fiscal year 2022, the Ryanair Group published its pathway
to Net Zero (“Aviation with Purpose” Sustainability
Report (updated in July 2022), which is available on the Ryanair website), including a
detailed plan on where the Group
aims to achieve its emissions reductions. This pathway forms a key pillar of Ryanair’s ongoing strategy. Emission
reductions are expected to come from a combin
ation of technological and operational impro
vements, the increas
ed use
of SAF, the reform of European air traffic management
and carbon offsetting.
GOVERNMENT
REGULATION
Regulatory Authorities
EU air carriers su
ch as the Company and the G
roup Airlines are generally able
to provide passenger ser
vices on
domestic routes w
ithin any EU member state outs
ide their home country, as
well as between EU member sta
tes without
restriction, subject to applicable EU and national regulations implemented b
y co
mpetent authorities
, including the
European Commissi
on and EASA, as well
as oversight by the European Organiza
tion for the Safety of Air Navigation
100
(“Eurocontrol”). The Group Airlines are also subject to national regulation in their home countries, which is implemented
primarily by (i) in Ireland, the Irish Commission for Avia
tion Regulation (“CAR”), the Irish Aviation Authority (“IAA”) and
the Irish Department of Transp
ort (
“DoT”) in the case of Ryana
ir DAC, (ii) in Poland, the Polish Civil Aviation Authority
(“Polish CAA”) in the case of Buzz, (iii) in Malta, Transport Malta
and the
Maltese Civil Aviation Directorate (“Maltese
CAD”) in the case of Laud
a Europe and Malta
Air, and (iv) in the United Kingdom
, the U.K. Civil Aviation Auth
ority and the
U.K. Department for Transport (“U.K. DfT”) in the case of Ryanair U.K.
Manageme
nt believes that
the present regulatory environment in the
EU is generally characterized b
y high
sensitivity to safety and security issues, which is demonstra
ted by intensive reviews of safety
-
related procedures,
training and equipment by the
national and EU regulatory auth
orities. During the Covid
-
19 cr
isis, various public health
measures were imposed
on airlines, including requirements in
certain countries to verify passeng
er’s health
documentation and, in cert
ain cases, restrictions on the freedom to ope
rate flights.
Ireland
Commission for
Aviation Regulation
. CAR is responsible for issuing
operating licenses to Irish air carriers
under
the provisions of EU Regula
tion 1008/2008. The criteria for g
ranting an operating license include,
inter alia
,
an air carrier’s
financial fitness, the adequ
acy of its insurance
and the fitness of its man
agement. In addition, EU regulations require
that (i) the air carrier must be owned, for the purposes of EU Regulation 1008/2008, and continue to be owned (direc
tly
or through majority ownership
) by EU member states and/or EU nat
ionals and (ii) the air carrier must at all times be
effectively controlled by such EU mem
ber states or EU n
ationals. CAR has broad authority to revoke an operating
license.
See “Item 10. Additional Inf
ormation
Limitations on
Share Ownership by Non
-
E
U Nati
onals.” See also “Item 3. Key
Information
Risk Facto
rs
Risks Related to Ownership of the Company’s Ordinary Shares or ADRs
EU Rules Impose
Restrictions on the O
wnership of Ryanair Holding
s’ Ordinary Shares by N
on
-
EU na
tionals and the Compan
y has Applied
a
Ban on the Purchase of Ordinary Sh
ares by Non
-
EU N
ationals since 2002” above.
Ryanair’s current ope
rating license (No 05/16) was iss
ued by the CAR on Septem
ber 20, 2016 and is subject
to
periodic review.
Irish Aviation Authority.
The IAA is primarily responsible for regulating the safety, security and technical aspect
s
of aviati
on
in Ireland. The IAA has broad regulatory and enforcement powers, including the authority to require reports
and investigate and institute enf
orcement proceedings.
To operate in the EU, an Irish air carrier
is required to hold an AOC granted by the IAA at
testing to the air carrier’s
operational and technical competence to conduct airline services with specified types of aircraft. The IAA has broad
authority to amend or revoke an AOC, with Ryanair’
s ability to continue to hold its AOC being subject to ongoi
ng
compliance with current and fu
ture applicable statutes, rules and regulations pertaining to the airline industry. Ryanair
DAC’s current AOC (No IE 07/94) was issued by the IAA on January 11
, 2022
.
Each aircraft operated
by Ryanair DAC is required
to have a
Certificate of Airworthiness
issued by the IAA. The
validity of each Certificate of Airworthiness, and the Company’s Flight Operations Department, flight p
ersonnel, flight
and emergency pro
cedures, aircraft, and m
aintenance facilities
are each subjec
t to periodic review
and inspections by
the IAA.
Department of Tran
sport
. The DoT is responsible for
implementation of certain EU and Irish legislation a
nd
international standards rela
ting to air transport.
Malta
Maltese Civil Aviation Direc
torate
.
Th
e Maltese CAD is
Malta's aviation regulator, assisting the M
altese Direc
tor
General for Civil Aviation in fostering the development of civil aviation in Malta within a safety oversight system. The
RY
ANAIR GROUP ANNUAL REPOR
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100
99
To date, we are ahead of our 5
-
year target, having intr
oduced recyclable plastics on over 80% of our product lines.
We have a goal to be 100% single
use plastic free by 2025.
Achievements
Becoming the first Airline G
roup to publish its CO2 statistics monthly;
Investing billions of euro in new fuel and noise eff
icient aircraft;
Commercia
l SAF partnership with Neste;
Top rated European airline
by ESG risk rating agency (Sustaina
lytics) and rated B by CDP;
Partnered with T
rinity College Dublin to launch a Sustainable Aviation Resear
ch Centre; and
Investment in Verified Carb
on Standard (
VCS) and Gold Standard carbon proje
cts funded by our Voluntary Carbo
n
Contribution scheme;
Appointment
of a Director of Sustainability, reporti
ng at least quarterly to the Board, to achieve am
bitious
environmental commitmen
ts.
Ryanair manages its impact on the environment and lowers CO2 emissions by operating
one of
the
youngest
fleets
of any major
European
airline group, achieving
high load factors and efficient fu
el burn. These enable Ryanair to
minimize fuel and energy consump
tion and reduce noise pollution.
Climate Governan
ce and Strategy
Ryanair’s Board has ultim
ate oversight of the Gr
oup’s climate strategy, sustainabili
ty goals and climate
-related
risks and opportunities. The Board and Audit Commi
ttee receive quarterly updates on Ryanair’s
climate related risks and
performance from the Director of Sustain
ability.
Climate-
related risks and
opportunities are incorporated into the Ryan
air Group's environmental policy. The
Board reviews the environmental policy annually and receives quarterly updates on performance. Environmenta
l
opportunities and threats
are factored
into our fin
ancial and operational plann
ing, including operational fue
l efficiencies
and regulatory impacts.
These risks are identified through scenario analysis,
horizon sca
nning and ong
oing industry scrutiny. Key
transitional risks are asses
sed and man
aged across the organiza
tion primarily through the
enterprise risk management
register with upstream climate risks also raised to the Sustainability Comm
ittee. These risks include Market and
Technology Shifts, Reputation, Poli
cy,
Legal and Physi
cal Risks.
Ryanair’s long
-
term strateg
y identifies climate change as a key area that will impact the business
in coming
years. Short and medium
-
term risks and opportuni
ties are addressed on an ongoing b
asis by the Ryanair Sustainability
Committee and Sustainab
ility
team who, ultimately, report bac
k to the Board.
In fiscal year 2022, the Ryanair Group published its pathway
to Net Zero (“Aviation with Purpose” Sustainability
Report (updated in July 2022), which is available on the Ryanair website), including a
detailed plan on where the Group
aims to achieve its emissions reductions. This pathway forms a key pillar of Ryanair’s ongoing strategy. Emission
reductions are expected to come from a combin
ation of technological and operational impro
vements, the increas
ed use
of SAF, the reform of European air traffic management
and carbon offsetting.
GOVERNMENT
REGULATION
Regulatory Authorities
EU air carriers su
ch as the Company and the G
roup Airlines are generally able
to provide passenger ser
vices on
domestic routes w
ithin any EU member state outs
ide their home country, as
well as between EU member sta
tes without
restriction, subject to applicable EU and national regulations implemented b
y co
mpetent authorities
, including the
European Commissi
on and EASA, as well
as oversight by the European Organiza
tion for the Safety of Air Navigation
100
(“Eurocontrol”). The Group Airlines are also subject to national regulation in their home countries, which is implemented
primarily by (i) in Ireland, the Irish Commission for Avia
tion Regulation (“CAR”), the Irish Aviation Authority (“IAA”) and
the Irish Department of Transp
ort (
“DoT”) in the case of Ryana
ir DAC, (ii) in Poland, the Polish Civil Aviation Authority
(“Polish CAA”) in the case of Buzz, (iii) in Malta, Transport Malta
and the
Maltese Civil Aviation Directorate (“Maltese
CAD”) in the case of Laud
a Europe and Malta
Air, and (iv) in the United Kingdom
, the U.K. Civil Aviation Auth
ority and the
U.K. Department for Transport (“U.K. DfT”) in the case of Ryanair U.K.
Manageme
nt believes that
the present regulatory environment in the
EU is generally characterized b
y high
sensitivity to safety and security issues, which is demonstra
ted by intensive reviews of safety
-
related procedures,
training and equipment by the
national and EU regulatory auth
orities. During the Covid
-
19 cr
isis, various public health
measures were imposed
on airlines, including requirements in
certain countries to verify passeng
er’s health
documentation and, in cert
ain cases, restrictions on the freedom to ope
rate flights.
Ireland
Commission for
Aviation Regulation
. CAR is responsible for issuing
operating licenses to Irish air carriers
under
the provisions of EU Regula
tion 1008/2008. The criteria for g
ranting an operating license include,
inter alia
,
an air carrier’s
financial fitness, the adequ
acy of its insurance
and the fitnes
s of its management. In addition, EU regulat
ions require
that (i) the air carrier must be owned, for the purposes of EU Regulation 1008/2008, and continue to be owned (direc
tly
or through majority ownership
) by EU member states and/or EU nat
ionals and (ii) the air carrier must at all times be
effectively controlled by such EU mem
ber states or EU n
ationals. CAR has broad authority to revoke an operating
license.
See “Item 10. Additional Inf
ormation
Limitations on
Share Ownership by Non
-
E
U Nati
onals.” See also “Item 3. Key
Information
Risk Factors
Risks Related to Ownership of the Company’s Ordinary Shares or ADRs
EU Rules Impose
Restrictions on the O
wnership of Ryanair Holding
s’ Ordinary Shares by N
on
-
EU na
tionals and the Compan
y has Applied
a
Ban on the Purchase of Ordinary Sh
ares by Non
-
EU N
ationals since 2002” above.
Ryanair’s current ope
rating license (No 05/16) was iss
ued by the CAR on Septem
ber 20, 2016 and is subject
to
periodic review.
Irish Aviation Authority.
The IAA is primarily responsible for regulating the safety, security and technical aspect
s
of aviati
on
in Ireland. The IAA has broad regulatory and enforcement powers, including the authority to require reports
and investigate and institute enf
orcement proceedings.
To operate in the EU, an Irish air carrier
is required to hold an AOC granted by the IAA at
testing to the air carrier’s
operational and technical competence to conduct airline services with specified types of aircraft. The IAA has broad
authority to amend or revoke an AOC, with Ryanair’
s ability to continue to hold its AOC being subject to ongoi
ng
compliance with current and
future applicable statutes, rules and regulations pertaining to the airline industr
y. Ryanair
DAC’s current AOC (No IE 07/94
) was issued by the IAA on January 11
, 2022
.
Each aircraft operated
by Ryanair DAC is required
to have a
Certificate of Airworth
iness issued by the IAA. The
validity of each Certificate of Airworthiness, and the Company’s Flight Operations Department, flight p
ersonnel, flight
and emergency pro
cedures, aircraft, and m
aintenance facilities
are each subjec
t to periodic review and inspections by
the IAA.
Department of Tran
sport
. The DoT is responsible f
or implementation of certain
EU and Irish legislation and
international standards rela
ting to air transport.
Malta
Maltese Civil Aviation Direc
torate
.
Th
e Maltese CAD is
Malta's aviation regulator, assisting the M
altese Direc
tor
General for Civil Aviation in fostering the development of civil aviation in Malta within a safety oversight system. The
RY
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102
101
101
Maltese CAD is responsib
le for: the safety of aircraft,
air
craft and aerodrome operators, air navigation service providers
,
licensing of aeronautical pe
rsonnel and the conclusion
of international air services agreements. T
o operate in the EU, a
Maltese air carrier is required to hold an AOC granted
by the Maltese
CAD attesti
ng to the air carrier’s operational and
technical competence to conduct airline se
rvices with specified types of air
craft. The Maltese CAD has authority to
amend or revoke the AOC, with Lauda Europe’s and Malt
a Air’s ability to co
ntinue to hold
its AOC being subject to ongoing
compliance with applicable statutes.
Lauda Europe’s and Malta Air’s flight oper
ations, aircraft, maintenance facilities
and air crew are subject to ongoing review and inspec
tions by the Maltese CAD.
The Company’s subsidia
ry, Malta Air, obtained
an AOC (No MT
-
57) and
operating license (No (CA
D/MT
-
57) from
the Maltese CAD on June 12, 2019.
The Company’s subsidiary, L
auda Europe, obtained an AOC (No MT
-
6
2) and operating license (No (CAD/MT
-
62)
from the Maltese CAD on Septemb
er 4,
2020.
Transport Malta.
Transport Malta is a g
overnment body overseeing
transport in Malta, including the
work of the
Maltese CAD. It is responsible for implementation of certain EU and Maltese leg
islation and international standards
relating to air
transp
ort.
Poland
Polish Civil Aviation
Authority
. The Poli
sh CAA is a government body and the civil aviation supervisory authority
in Poland. Apart from certifi
cation and licensing of airlines, the Polish CAA perf
orms operational and regulatory f
unctions
in all matters relating to qualifications of personnel, safety, security, as well as maintaining registers of aircraft,
personnel and training entit
ies, amongst others.
The Company’s subsidiary Ryana
ir Sun S.A., operating as Buzz, obtained an AOC (No PL
-
066) and operatin
g
license (No ULC
-
LER
-
1/4000
-
0156/06
/17) from the Po
lish CAA in April 2018.
U.K.
U.K. Civil Aviation
Authority
.
The U.K. CAA is primarily responsible f
or: ensuring safety standards, consu
mer
protection, efficient use of airspace and security risks. A U.K. air carrier is required to hold an AOC granted by the U.K.
CAA attesting to the air carrier’s operat
ional and technical competence to conduct airline s
er
vices with specified types
of aircraft. The U.K. CAA has an authority to amend or revoke the AOC, with Ryanair U.K.’s ability to continue to hold its
AOC being subject to ongoing complian
ce wit
h applicab
le statutes. Ryanair U.K.’s flight operations, airc
raft, maintenance
facilities and air crew are sub
ject to o
ngoing revie
w and inspections by the U.K. CAA.
The Company’s subsidiary, Ryanair U.K., obtained an AOC (No GB 2451) and an operating license (OL/A/624)
from the U.K. CAA on December 20, 2018.
U.
K. Department for Transport
. The U.K. DfT is respons
ible for implementation of certain EU
and U.K. legislation
and international standards
relating to air transport.
European Union
The European Aviation
Safety Agency
. EASA is an agenc
y of the EU that has been given specific regulatory and
executive tasks in the field of aviation safety. The purpose of EASA is to draw
-
up
common standards to ensure the
highest levels of safety, oversee their uniform appli
cation across Europe and promote them at the global
level.
102
The European Or
ganization for the
Safety of Air N
avigation
. Eurocontrol is an autonomous in
ternational
organization established u
nder the Eurocontrol Convention of December 13, 1960. Eurocontrol is responsibl
e for,
inter
alia
, the safety of air na
viga
tion and the collection of charges for air navigation services throughout Europe.
International
agreements concerning Eurocontr
ol
p
rovide
for the payment of charges to Euroc
ontrol in respect
of air navigation services f
or aircraft in airspace under t
he control of Euroc
ontrol. The relevant legislation imp
oses
liability for the payment of any
charges upon the operators of the aircraft in respect of w
hich services are provided and
upon the owners of such ai
rcraft or the managers of ai
rports used by such
aircraft.
The Company’s airline sub
sidiaries
,
as aircraft
operators, are
primarily responsible for the
payment to Eurocontrol of charges incurred in relation to
their
aircraft. The legislation also authorizes the detention of aircraft in the case of de
fault in the payment of any
charge for
air navigation services
by the aircraft operator or the
aircraft owner, as the
case may be. This power of de
tention extends
to any equipment
, stores or documents, which m
ay be onboard the aircraft whe
n it is detained and may resu
lt in the
possible sale of the aircraft
.
European Commission.
The European Commission is the EU body with primary responsibility for the preparation
of legis
lative proposals (for adoption by the European Parl
iament and the Council of the EU) and for the monitoring of
the implementation of EU legislation by member states of the EU. The
European Commission is also responsible for the
enforcement of EU competiti
on law and certain other laws
.
The European Commission
has published guidelines on the financing of airports
and start
-
up aid to airlines by
regional airports that place restrictions on the incentives public airports can offer to airlines delivering traff
ic, when
compared with the commercial freed
om available to private airports.
The European Union has adopted severa
l legislative acts aimed at modernizing
the EU’s air traffic co
ntr
ol
system, including the legislative pa
ckage known as the “single European
sky”, and its sub
sequent amendments “SES2”
and “SES2+” For example
, EU Regulation 1070/09 (under “SES2”)
focused on air traffic control perf
ormance and
extended the authority of EASA to include airports and
air traffic management. The objective of the EU’
s p
olic
y in this
area is to enhance safety standards and the overall ef
ficiency of air traffic control in Europe, as well as to reduce the
cost of air traffic contr
ol services.
The European Union has also adopted legislation on airport charges (EU Directi
ve 2
009/12), which was originally
intended to address abusive pricing at monopoly airports.
However, the legislation includes all European airports with
over five million passenger
s per year. Managemen
t believes that the scope that
exists within this Dire
c
ti
ve to address
abuses of their dominant positions by Europe’s larger airports is very limited. See “Item 8. Financial Information
Other
Financial Information
Legal Proceedings
EU St
ate Aid
-
Related Proceedings.”
The European Union has passed legislation calling
for increased transparency in airline fares, which requires the
inclusion of all mandatory taxes, fees, and charges in advertised prices. Ryanair includes this information in its
advertised fares in all mar
kets where it operates. So
me consumer law enforcement authorities argu
e that certain
option
al
price comp
onents should be included in adverti
sed prices and/or that certain optional services should be
considered mandator
y, w
hich could limit the Compan
y’s com
mercial freedom.
The European Union has also passed legislation governing the allocation and use of airport slo
ts, a directive
governing access to the ground handling market at EU airports, a directive on the terms of airlines’ p
artic
ipation in the
EU Em
issions Trading Scheme, regulations on passenger rights and the rights of passengers with reduced mobility, and
several other legislative acts affecting air tr
ansport, including matters of aviation security, noise and soc
ial security.
Registration of Air
craft
Pursuant to the Irish Aviation Authority (Nationality and Reg
istration o
f Aircraft)
Order 2015 (the “Order”), the
IAA regulates the registration of aircraft in Ireland. In order to be registered or continue to be registered in Ireland, an
RY
ANAIR GROUP ANNUAL REPOR
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2
102
101
Maltese CAD is responsib
le for: the safety of aircraft,
air
craft and aerodrome operators, air navigation service providers
,
licensing of aeronautical pe
rsonnel and the conclusion
of international air services agreements. T
o operate in the EU, a
Maltese air carrier is required to hold an AOC granted
by the Maltese
CAD attesti
ng to the air carrier’s operational and
technical competence to conduct airline se
rvices with specified types of air
craft. The Maltese CAD has authority to
amend or revoke the AOC, with Lauda Europe’s and Malt
a Air’s ability to co
ntinue to hold
its AOC being subject to ongoing
compliance with applicable statutes.
Lauda Europe’s and Malta Air’s flight oper
ations, aircraft, maintenance facilities
and air crew are subject to ongoing review and inspec
tions by the Maltese CAD.
The Company’s subsidia
ry, Malta Air, obtained
an AOC (No MT
-
57) and
operating license (No (CA
D/MT
-
57) from
the Maltese CAD on June 12, 2019.
The Company’s subsidiary, L
auda Europe, obtained an AOC (No MT
-
6
2) and operating license (No (CAD/MT
-
62)
from the Maltese CAD on Septemb
er 4,
2020.
Transport Malta.
Transport Malta is a g
overnment body overseeing
transport in Malta, including the
work of the
Maltese CAD. It is responsible for implementation of certain EU and Maltese leg
islation and international standards
relating to air
transp
ort.
Poland
Polish Civil Aviation
Authority
. The Poli
sh CAA is a government body and the civil aviation supervisory authority
in Poland. Apart from certifi
cation and licensing of airlines, the Polish CAA perf
orms operational and regulatory f
unctions
in all matters relating to qualifications of personnel, safety, security, as well as maintaining registers of aircraft,
personnel and training entit
ies, amongst others.
The Company’s subsidiary Ryana
ir Sun S.A., operating as Buzz, obtained an AOC (No PL
-
066) and operatin
g
license (No ULC
-
LER
-
1/4000
-
0156/06
/17) from the Polish CAA in April 2018.
U.K.
U.K. Civil Aviation
Authority
.
The U.K. CAA is primarily responsible f
or: ensuring safety standards, consum
er
protection, efficient use of airspace and security risks. A U.K. air carrier is required to hold an AOC granted by the U.K.
CAA attesting to the air carrier’s operat
ional and technical competence to conduct airline s
er
vices with specified types
of aircraft. The U.K. CAA has an authority to amend or revoke the AOC, with Ryanair U.K.’s ability to continue to hold its
AOC being subject to ongoing complian
ce wit
h applicab
le statutes. Ryanair U.K.’s flight operations, airc
raft, maintenance
facilities and air crew are sub
ject to o
ngoing revie
w and inspections by the U.K. CAA.
The Company’s subsidiary, Ryanair U.K., obtained an AOC (No GB 2451) and an operating license (OL/A/624)
from the U.K. CAA on December 20, 2018.
U.
K. Department for Transport
. The U.K. DfT is respons
ible for implementation of certain EU
and U.K. legislation
and international standards
relating to air transport.
European Union
The European Aviation
Safety Agency
. EASA is an agenc
y of the EU that has been given specific regulatory and
executive tasks in the field of aviation safety. The purpose of EASA is to draw
-
up
common standards to ensure the
highest levels of safety, oversee their uniform appli
cation across Europe and promote them at the global
level.
102
The European Or
ganization for the
Safety of Air N
avigation
. Eurocontrol is an autonomous in
ternational
organization established u
nder the Eurocontrol Convention of December 13
, 1960. Eurocontrol is responsible for,
inter
alia
, the safety of air na
viga
tion and the collection of charges for air navigation services throughout Europe.
International
agreements concerning Eurocontr
ol
p
rovide
for the payment of charges to Eurocontrol in respect
of air navigation services f
or aircraft in airspace under t
he control of Euroc
ontrol. The relevant legislation imp
oses
liability for the payment of any
charges upon the operators of the aircraft in respect of w
hich services are provided and
upon the owners of such ai
rcraft or the managers of ai
rports used by such
aircraft.
The Company’s airline sub
sidiaries
,
as aircraft
operators, are
primarily responsible for the
payment to Eurocontrol of charges incurred in relation to
their
aircraft. The legislation also authorizes the detention of aircraft in the case of default in the payment of any charge for
air navigation services
by the aircraft operator or the
aircraft owner, as the
case may be. This power of de
tention extends
to any equipment
, stores or documents, which m
ay be onboard the aircraft whe
n it is detained and may resu
lt in the
possible sale of the aircraft
.
European Commission.
The European Commission is the EU body with primary responsibility for the preparation
of legis
lative proposals (for adoption by the European
Parliament and the Council of the EU) and for the monitoring of
the implementation of EU legislation by member states of the EU. The
European Commission is also responsible for the
enforcement of EU competiti
on law and certain other laws
.
The European Commission
has published guidelines on the financing of airports
and start
-
up aid to airlines by
regional airports that place restrictions on the incentives public airports can offer to airlines delivering traff
ic, when
compared with the commercial freed
om available to private airports.
The European Union has adopted severa
l legislative acts aimed at modernizing
the EU’s air traffic co
ntr
ol
system, including the legislative pa
ckage known as the “single European
sky”, and its sub
sequent amendments “SES2”
and “SES2+” For example
, EU Regulation 1070/09 (under “SES2”)
focused on air traffic control perf
ormance and
extended the authority of EASA to include airports and
air traffic management. The objective of the EU’
s p
olic
y in this
area is to enhance safety standards and the overall ef
ficiency of air traffic control in Europe, as well as to reduce the
cost of air traffic contr
ol services.
The European Union has also adopted legislation on airport charges (EU Directi
ve 2009/12
), which was o
riginally
intended to address abusive pricing at monopoly airports.
However, the legislation includes all European airports with
over five million passenger
s per year. Managemen
t believes that the scope that
exists within this Dire
cti
ve to address
abuses of their dominant positions by Europe’s larger airports is very limited. See “Item 8. Financial Information
Other
Financial Information
Legal Proceedings
EU St
ate Aid
-
Related Proceedings.”
The European Union has passed legislation calling
for increased transparency in airline fares, which requires the
inclusion of all mandatory taxes, fees, and charges in advertised prices. Ryanair includes this information in its
advertised fares in all mar
kets where it operates. Som
e consumer law enforcement authorities argue tha
t certain
option
al
price comp
onents should be included in adverti
sed prices and/or that certain optional services should be
considered mandator
y, w
hich could limit the Compan
y’s com
mercial freedom.
The European Union has also passed legislation governing the allocation and use of airport slo
ts, a directive
governing access to the ground handling market at EU airports, a directive on the terms of airlines’ p
artic
ipation in the
EU Em
issions Trading Scheme, regulations on passenger rights and the rights of passengers with reduced mobility, and
several other legislative acts affecting air tr
ansport, including matters of aviation security, noise and soc
ial security.
Registration of Air
craft
Pursuant to the Irish Aviation Authority (Nationality and
Registration o
f Aircraft)
Order 2015 (the “Order”), the
IAA regulates the registration of aircraft in Ireland. In order to be registered or continue to be registered in Ireland, an
RY
ANAIR GROUP ANNUAL REPOR
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104
103
103
aircraft m
ust be wh
olly owned by either (i) a citizen of Ireland or a
citizen of another member state of the E
U having a
place of residence or business in I
reland or (ii
) a company registered in and
having a place of business in Ireland and
having its principal plac
e of business in Ireland o
r another member sta
te of the EU and not less than t
wo
-
thirds of the
Directors of which are citizens of Ireland or of another member state of the EU. As of the date of this report, ten of the
eleven Directors of Ryanair Holdings a
re citizens of Ireland. An aircraft will also fulfill these conditi
ons if it is wholly
owned by such citizens or comp
anies in combination. Notwithstanding
the fact that these particular conditio
ns may not
be met, the IAA retains
discretion to register an
aircraft in I
reland so long as it is in compliance
with the other conditions
for registration under th
e Order. Any such regis
tration may, however, be made
subject to certain c
onditions. In order to
be registered, an aircr
aft must also continue to c
omply wit
h any applicable provi
sions of Irish law. The registrati
on of
any aircraft can be
canceled if it is found that it is n
ot in compliance with the
requirements for registrati
on under the
Order and, in particular: (i) if the ownership requireme
nts are not met;
(ii) if the aircraft has failed to comply with any
applicable safety requi
rements specified by
the IAA in relation to
the aircraft or aircraft of
a similar type; or (iii)
if th
e IAA
decides in any case that it is not in the public interest for the aircraf
t to remain reg
istered in Ireland.
The Company’s aircraft operated by M
alta Ai
r and Laud
a Europe are registered in Malta, the aircraft operated by
Buzz are registered in P
oland and the aircraft opera
ted by Ryanair U.K. are re
gistered in the U.K. In ea
ch
of these
countries similar regulati
ons apply to the registration of aircraft as
those described above in relation to a
ircraft operated
by Ryanair DAC, which are registered in Ireland.
Regulation of Competition
Competition/Antitrust L
aw.
It
is a general
principle of EU competition law that no agreement may be concluded
between two or more separate economic undertakings that p
revents, restric
ts, or distorts competition in the common
market or any part of the c
ommon market. Such an arrangement may never
theless
be exempted by the
European
Commission, on either an individual or category basis. The second general principle of EU competition law is that any
business or businesses having a dominant pos
ition in the EU common market or any sub
stantial part of the c
omm
on
market may not abuse such
dominant position. Similar compet
ition laws apply at national level in EU me
mber states
, as
well as in the U.K. and
other non
-
EU countr
ies where the Company opera
tes.
Ryan
air is subject to the application of the
general rule
s of competitio
n law
as well as specific rules on competition in the air
line sector.
An aggrieved person may s
ue for breach of competition law in the cou
rts of a member state and/or petition t
he
European Commission
or a nation
al competition authority
for
an order to put an
end to the breach of c
ompetition law.
The European Commissi
on
and national
competition authorities
also may impose fines and d
aily penalties on
businesses and the courts
may award damages and ot
her remedies (such as injunctions) in app
r
opri
ate circumstances.
Competition law in Ireland is p
rimarily embodied in the Competition Acts 2002
to 2017. This legislation is
modeled on the EU compe
tition law system. The Irish rules general
ly prohibit anti
-
competitive arrangeme
nts among
businesses
and prohibit the abuse of a dominant position. These rules are enforced either by public enforcement
(primarily by the Competition and Consumer Protection Commissi
on) through both criminal and civil sanctions or by
private action in the courts. These rules
apply to the airline sector but are subject to EU rules that override any contrary
provisions of Irish competition law.
Ryanair has been subject to an abuse
-
of
-
dominance investigation by the Competition and Consumer Protec
tion
Commission in relation t
o service between Dublin an
d Cork. The Competition and Consumer Protec
tion Commission
(then known as the Competition Authorit
y) closed its investigation in July 2009 with a finding in favor of Ryanair.
Certain operators of s
creenscraping websites (includin
g Lastminute and On the Beach) have a
lleged in court
proceedings that Ryanair’s objection to the unauthoriz
ed selling of its flight ti
ckets by online travel agents to consumers
is an attempt to restrict competition. Ryanair is vigor
ously defending such cla
ims.
104
State Aid.
The EU rules control aid granted by member states to businesses
on a
selective
and
discriminat
ory
basis. The EU Treaty preve
nts member states from gr
anting such aid unless approved in advan
ce by the EU. Any such
grant of state aid to an a
irline
is subject to challenge before the
European Commission
or, in certain
circumstances,
national courts. If aid is held to have been
unlawfully granted it may have to be
repaid by the airline to the granting
member state, together wit
h interest thereon
.
Under the terms of the EU
U.K. TCA, the U.K. has committed to introduce a new subsidy control regime in order
to prevent distortions of competition between the U.K. and the EU.
See “Item 3. Key Information
Risk Factors
Risks Re
lated to the
Company
The Company is subject t
o legal
proceedings alleging state aid at certain airp
orts” and “Item 8. Financial Information
Other Financial
Information
Legal Procee
dings.”
Data Protection
Ryanair’s processing of personal data is subject to increasingly complex data protection laws including the EU’s
GDPR as well as relevant
national implementing legislati
on (Irish Data Protection Act 2018).
The GDPR is directly
applicable across the member states of the European Union and an
equivalent data
protection regime operat
es in the
U.K. post
-
Brexit (the
European Commission h
as considered the U.K. r
egime to be adequa
te by way of the ‘adequa
cy
decision’ adopted on 28 June 2021). The GDPR imposes strict obligations on companies which process personal da
ta
,
including requirements to imp
lement appropriate security measures to ensure that processing, storing, and transferring
of personal data is d
one in accordance with the key
data protection principles contained in
the GDPR. There is an
obligation to report dat
a breaches which are likely to result in a risk to the rights and
freedoms of natural persons (and
in some instances an obligation to inform the data subjects) within stipulated timeframes. The G
DPR
also provides data
subjects with enhanced rig
hts in
respect of the
ir personal data. It introduces ne
w data subject rights, su
ch as the “right
to be forgotten” (to be erased
from the databases of organizations holding
their personal data, including er
ased from
third party providers’ dat
abases, provided there
are no
legitimate grounds for reta
ining the personal data) and
the right
to “data portability” (the right to re
ceive the personal data con
cerning the data subject in a structured
and commonly
used and machine
-
re
adable format and to transmit that data to a
nomin
ated third party).
A breach of the GDPR may result in the imposition of fines by su
pervisory authorities u
p to
€20m or 4% of annual
group
-
wide turnover (whichever is higher).
Supervisory authorities also have the p
ower to audit businesses and requir
e
measures be taken by businesses to rectify any non
-
compliance (which can include orders to suspend data processing
activities). Additionally, data sub
jects are entitled to seek compensation for any damage (including non
-material
damage) suffered in the e
vent that the processing of t
heir personal data is in breach of the GDPR’s requirements.
See
“Item 3. Key Information
Risk Factors
Risks Re
lated to the Company
Ryanai
r is subject to increasingly complex data
protection laws and regulations
”.
Environmental
Regulation
Aircraft Noise
Regulations.
Ryanair is subject to internationa
l, national and, in some cases, lo
cal noise regulation
standards. EU and Irish reg
ulations have required that all aircraft operated b
y Ryanair comply with Stage
3 noise
requirements
. All
of Ryanair’s aircraft currently
comply with these regulations. Certain
airports in
Ryanair’s network
(including London Stanste
d
,
London Gatwick
, Rome
Ciampino, Dublin
and
Amsterdam)
h
ave established local no
ise
restrictions, including limits
on the number of hourly or daily operations or the time
of such operations.
Company Facilities.
Environmental controls are g
enerally imposed under Irish law through property planning
legislation, specifically the
Local Government (Planni
ng and Development) Acts
of 1
963 to 1999, the Planning and
Development Acts 2000 to 2016 and regulations made thereunder. At Dublin Airport, Ryanair operates on land controlled
by the DAA. Planning perm
ission for its facilities has been granted in acco
rdance with both the zoning an
d planning
requirements of Dub
lin Airport. There is also spe
cific Irish environmental
legislation implementing app
licable EU
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
104
103
aircraft m
ust be wh
olly owned by either (i) a citizen of Ireland or a
citizen of another member state of the E
U having a
place of residence or business in I
reland or (ii
) a company registered in and
having a place of business in Ireland and
having its principal plac
e of business in Ireland o
r another member state of
the EU and not less than t
wo
-
thirds of the
Directors of which are citizens of Ireland or of another member state of the EU. As of the date of this report, ten of the
eleven Directors of Ryanair Holdings a
re citizens of Ireland. An aircraft will also fulfill these conditi
ons if it is wholly
owned by such citizens or comp
anies in combination. Notwithstanding
the fact that these particular conditio
ns may not
be met, the IAA retains
discretion to register an
aircraft in I
reland so long as it is in compliance
with the other conditions
for registration under th
e Order. Any such regis
tration may, however, be made
subject to certain c
onditions. In order to
be registered, an aircr
aft must also continue to c
omply wit
h any applicable provi
sions of Irish law. The regi
stration of
any aircraft can be
canceled if it is found that it is n
ot in compliance with the
requirements for registrati
on under the
Order and, in particular: (i) if the ownership requireme
nts are not met;
(ii) if the aircraft has failed to comply with any
applicable safety requi
rements specified by
the IAA in relation to
the aircraft or aircraft of
a similar type; or (iii)
if th
e IAA
decides in any case that it is not in the public interest for the aircraf
t to remain reg
istered in Ireland.
The Company’s aircraft operated by M
alta Ai
r and Laud
a Europe are registered in Malta, the aircraft operated by
Buzz are registered in P
oland and the aircraft opera
ted by Ryanair U.K. are re
gistered in the U.K. In ea
ch
of these
countries similar regulati
ons apply to the registration of aircraft as
those described above in relation to a
ircraft operated
by Ryanair DAC, which are registered in Ireland.
Regulation of Competition
Competition/Antitrust L
aw.
It
is a general
principle of EU competition law that no agreement may be concluded
between two or more separate economic undertakings that p
revents, restric
ts, or distorts competition in the common
market or any part of the c
ommon market. Such an arrangement may never
theless b
e exempted by the
European
Commission, on either an individual or category basis. The second general principle of EU competition law is that any
business or businesses having a dominant pos
ition in the EU common market or any sub
stantial part of the c
omm
on
market may not abuse such
dominant position. Similar compet
ition laws apply at national level in EU me
mber states
, as
well as in the U.K. and
other non
-
EU countr
ies where the Company opera
tes.
Ryan
air is subject to the application of the
general rule
s of competitio
n law as
well as specific rules on competition in the air
line sector.
An aggrieved person may s
ue for breach of competition law in the cou
rts of a member state and/or petition t
he
European Commission
or a nation
al competition authority
for
an order to put an
end to the breach of c
ompetition law.
The European Commissi
on
and national
competition authorities
also may impose fines and d
aily penalties on
businesses and the courts
may award damages and ot
her remedies (such as injunctions) in app
r
opri
ate circumstances.
Competition law in Ireland is p
rimarily embodied in the Competition Acts 2002
to 2017. This legislation is
modeled on the EU compe
tition law system. The Irish rules general
ly prohibit anti
-
competitive arrangeme
nts among
businesses
and prohibit the abuse of a dominant position. These rules are enforced either by public enforcement
(primarily by the Competition and Consumer Protection Commissi
on) through both criminal and civil sanctions or by
private action in the courts. These rules
apply to the airline sector but are subject to EU rules that override any contrary
provisions of Irish competition law.
Ryanair has been subject to an abuse
-
of
-
dominance investigation by the Competition and Consumer Protec
tion
Commission in relation t
o service between Dublin an
d Cork. The Competition and Consumer Protec
tion Commission
(then known as the Competition Authorit
y) closed its investigation in July 2009 with a finding in favor of Ryanair.
Certain operators of s
creenscraping websites (includin
g Lastminute and On the Beach) have a
lleged in court
proceedings that Ryanair’s objection to the unauthorized selling of its flight tickets by online travel agents to consumers
is an attempt to restrict competition. Ryanair is vigor
ously defending such cla
ims.
104
State Aid.
The EU rules control aid granted by member states to businesses
on a
selective
and
discriminat
ory
basis. The EU Treaty preve
nts member states from gr
anting such aid unless approved in advan
ce by the EU. Any such
grant of state aid to an airl
ine is subject to challenge before the
European Commission
or, in certain cir
cumstances,
national courts. If aid is held to have been
unlawfully granted it may have to be
repaid by the airline to the granting
member state, together wit
h interest thereon
.
Under the terms of the EU
U.K. TCA, the U.K. has committed to introduce a new subsidy control regime in order
to prevent distortions of competition between the U.K. and the EU.
See “Item 3. Key Information
Risk Factors
Risks Re
lated to the
Compan
y
The Company is subje
ct to legal
proceedings alleging state aid at certain airp
orts” and “Item 8. Financial Information
Other Financial
Information
Legal Procee
dings.”
Data Protection
Ryanair’s processing of personal data is subject to increasingly complex data protection laws including the EU’s
GDPR as well as relevant
national implementing legislati
on (Irish Data Protection Act 2018).
The GDPR is directly
applicable across the member states of the European Union and an equivalent data
protection regime operates in the
U.K. post
-
Brexit (the
European Commission h
as considered the U.K. r
egime to be adequa
te by way of the ‘adequa
cy
decision’ adopted on 28 June 2021). The GDPR imposes strict obligations on companies which process personal da
ta
,
including requirements to imp
lement appropriate security measures to ensure that processing, storing, and transferring
of personal data is d
one in accordance with the ke
y data protection principles
contained in the GDPR. T
here is an
obligation to report dat
a breaches which are likely to result in a risk to the rights and
freedoms of natural persons (and
in some instances an obligation to inform the data subjects) within stipulated timeframes. The G
DPR
also provides data
subjects with enhanced rig
hts in
respect of the
ir personal data. It introduces ne
w data subject rights, su
ch as the “right
to be forgotten” (to be erased
from the databases of organizations holding
their personal data, including er
ased from
third party providers’ dat
abases, provided there
are no
legitimate grounds for reta
ining the personal data) and
the right
to “data portability” (the right to re
ceive the personal data con
cerning the data subject in a structured
and commonly
used and machine
-
re
adable format and to transmit that data to a
nomin
ated third party).
A breach of the GDPR may result in the imposition of fines by su
pervisory authorities u
p to
€20m or 4% of annual
group
-
wide turnover (whichever is higher).
Supervisory authorities also have the p
ower to audit businesses and requir
e
measures be taken by businesses to rectify any non
-
compliance (which can include orders to suspend data processing
activities). Additionally, data sub
jects are entitled to seek compensation for any damage (including non
-material
damage) suffered in the e
vent that the processing of t
heir personal data is in breach of the GDPR’s requirements. See
“Item 3. Key Information
Risk Factors
Risks Re
lated to the Company
Ryanair is su
bject to increasingly complex data
protection laws and regulations
”.
Environmental
Regulation
Aircraft Noise
Regulations.
Ryanair is subject to internationa
l, national and, in some cases, lo
cal noise regulation
standards. EU and Irish reg
ulations have required that all aircraft operated b
y Ryanair comply with Stage
3 noise
requirements
. All
of Ryanair’s aircraft currently
comply with these regulations. Certain
airports in
Ryanair’s network
(including London Stanste
d
,
London Gatwick
, Rome
Ciampino, Dublin
and
Amsterdam)
ha
ve established local no
ise
restrictions, including limits
on the number of hourly or daily operations or the time
of such operations.
Company Facilities.
Environmental controls are g
enerally imposed under Irish law through property planning
legislation, specifically the
Local Government (Planni
ng and Development) Acts
of 1
963 to 1999, the Planning and
Development Acts 2000 to 2016 and regulations made thereunder. At Dublin Airport, Ryanair operates on land controlled
by the DAA. Planning perm
ission for its facilities has been granted in acco
rdance with both the zoning an
d p
lanning
requirements of Dub
lin Airport. There is also spe
cific Irish environmental
legislation implementing app
licable EU
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
106
105
105
directives and regulations, to which Ryanair adheres. From time to time, noxious or potentially toxic substance
s are held
on a temp
orary basis within Ryanair’s engineering fac
ilities at
Dublin Airport, Glasgow (Prestwick)
, London (Stansted),
Frankfurt (Hahn), Stockholm
(Skav
sta), Bergamo, Wr
oclaw, Kaunas, Seville, Madrid and Vienna. However, at all times
Ryanair’s storage and handling
of thes
e substances co
mplies with the relevant reg
ulatory requirements. At Glasgow
(Prestwick) and London (Stansted) m
aintenance facilities, all norma
l waste is removed in accordance with the
Environmental Protecti
on Act of 1996 and Duty o
f Care W
aste Reg
ulations. For spe
cial waste removal, Ryanair operates
under the Special Waste Regulations 1998. Ryanair adh
eres to all
local and EU regulations as applicable at its facilities.
Ryanair’s Policy on Noise
and Emissions.
Ry
anair is committed to reducing emissions and noise throu
gh
investments in new, effici
ent aircraft and engine technologies and the imp
lementation of certain operation
al and
commercial decisions to minimize the envir
onmental impact of its operations. Accord
ing to the Air Travel Carbon and
En
ergy Efficiency Report p
ublished by Brighter Planet, Ryanair is the industry leader
in terms of environmental efficiency,
and the Company is constantly working towards improving its performance. Additionally, in December 2020, CDP
awarded Ryanair a (first
time) “B
-
rating.
This was upgraded to a “B” rating in D
ecember 2021, which included an “A”
rating for environmental co
rporate governance.
In December 2005, Ryanair
completed the fleet replac
ement program it commenced in 199
9. All of Ryanair’s
older Boei
ng 737
-
200A aircr
aft were replaced with Boei
ng 737
-
800 “next generation” (“NG”) aircraft. T
he design of these
aircraft is aimed at minimizi
ng drag, thereby reducing the rate of fuel bu
rn and noise levels. The engines are a
lso quieter
and more fuel
-efficien
t. The Boeing 73
7
-
800NG aircraft have a significantly superior fuel
-
burn to passenger
-kilometer
ratio than Ryanair’s former fleet of Boeing 737
-
200A aircraft. Ryanair has installed winglets on all of its Boeing 737
-
800NG aircraft. Winglets reduce both the
rate of fuel burn and carbon dioxide emiss
ions by approximately 4%, and also
reduce noise emissions.
In September 2014, Ryanair entered into an agreement with Boeing to purchase up to 200 Boeing 737
-
8200
“Gamechanger” aircraft (including 1
00 firm orders a
nd 100 aircraft subject to option). The contract was approved by the
shareholders of the Comp
any at an extraordinary general meet
ing (“EGM”) on November 28, 201
4. In June 2017, the
Group agreed to purchase
an additional 10 Boeing 737
-
8200
aircraft. In April 2018, the Company announ
ced that it had
converted 25 Boeing 737
-
8200 options into firm orders. In December 2020, the Company announced that it had
converted the remaining 75
options to firm orders. This brought the Compan
y’s firm order to 210 Boeing 737
-
8200s with
a total contract value of
approximately US$9.6
bn at standard list price of U
S$102.5m per aircraft (net
of basic credits
and reflective of price escalation over the originally sc
heduled delivery timeframe). These aircraft have 197 seats and
are f
itted with CFM
-LE
AP-
1B engines which, combin
ed with the Advanced Techno
logy winglet and other aerodynami
c
improvements, redu
ce fuel consumption by up to approxima
tely 16% on a per seat basis compared to the Bo
eing 737
-
800NGs in Ryanair’s configuration and
reduce operational noise emissions by approximately 40%. See “
Aircraft” above
for details on Ryanair’s flee
t plan.
In addition, Ryanair has distinctive operation
al characteristics that management believes are helpfu
l to th
e
general environment. I
n particular, Ryanair:
operates with a high
-
seat density of 189 seats on the Boeing 737
-
800
NGs and 1
97 on the Boeing 737
-
82
00
aircraft. This is in contrast to the 162 seats and
two
-
class configuration of the B
oeing 737
-
800 aircraft used
by traditional network airlin
es, reducing fuel burn and emissions per passenger/kil
ometer flown. The Lauda
Europe A320 fleet has a high densit
y of 180 seats;
has reduced per passeng
er
/Km emissions through high load factors (95% in fiscal year 2020, pre Covid
-
19);
better utilizes existing infrastructure b
y operating out of underutilized seco
nda
ry and regional airports
throughout Europe, which limits the use of holding patterns and taxiing times, thus reducing fuel burn and
emissions and reducing the need
for new air
port infrastructure;
provides mainly direct servi
ces as opposed to co
nnecting
flights, in order to limit
the need for passengers
to transfer at main hubs and thus reduces the number of take
-
offs and landings per journey from four to
two, reducing fuel bur
n and emissions per journey; and
106
has minimal schedu
led late-
night dep
artures of aircraft, reducing the impact of noise emissions.
In 2021, a law was passed in France prohibiting do
mestic flights where an alternative direct train servi
ce
operates in under 2.5 hours, with an exception made for connecting flig
hts. This exception distorts the market, giving an
unfair advantage to airlin
es which operate connecting flight netw
orks. The European Commissi
on is currently
investigating this possible breach of the
EU freedom to provide services, and the French government has not yet adopted
a necessary implementing decree that defines approp
riate train alternatives and eligible connecting flights. There is
currently no visibility on when the prohibition will enter
into force. Ryanair does not believe that any such mea
sures can
in fact make a significant contribution to reducing aviation’s environmental impact given that over half of all emissions
from European aviation com
e from long
-
haul flights (which account for
just a few percent of total European
flights) and
has argued that policy
-
m
akers should instead focus on measures that discourage connecting flights, the most
environmentally ineffi
cient form of air travel. A widespread introduction of bans
on short haul f
lights could have a
negative impact on the Company’s results and operations.
“Fit for 55”.
We engage w
ith European decision makers
to support a fair green transition of the aviation se
ctor.
Among the measures included
in the “Fit for 55” pac
kage, we welco
med the proposal to increase the use of SAF and
engaged relevant stakeh
olders to stress the importanc
e of using sustainable fuels to cut the sec
tor’s carbon footprint.
We have highlighted the limited environmental benefit and the harmful consequences for t
he EU economy and
connectivity resulting from other elements of the package, e.g., a kerosene tax that applies only to intra
-
EU flights. We
welcomed the European P
arliament’s vote in June 202
2 to include all flights departing from the
EEA in the ETS, endin
g
a legislative loophole which
exempts long
-
haul flights from
any contribution to decarboni
z
ation.
Emissions Trading.
On N
ovember 19, 2008, the Eur
opean Union adopted legislati
on to add aviation to the
EU
ETS as of 2012. This sche
me, which had previously
applied mainly t
o energy producers, is a cap
-and-
trade system for
CO2 emissions to encourage industries to improve their CO2 efficiency. Under the legislation, airlines were granted initial
CO2 allowances based on historical “revenue ton kilometers” and a
CO2 efficiency benchmark. Any sh
ortage of
allowances has to be purchased in the open m
arket and/or at government auct
ions. Management believes that this
legislation has a negative im
pact on the European airline industry as it does n
ot sufficiently promote
en
vironmentally
efficient growth.
On January 1, 2021, a
U.
K.
ETS rep
laced the U.K.’s participation in the EU ETS. This scheme contai
ns many
consistent features with the concurrent EU ETS. Airlines have been granted allowances under the scheme with a
subs
equent deduction in al
located EU allowances. These were d
istributed in proportion to
U.K.
ETS activity
based on
historical “revenue ton kilo
meter”.
Ryanair takes its envir
onmental responsibilities seri
ously and intends to c
ontinue to improve its environme
nt
al
efficiency and to minimiz
e emissions. Under Reg
ulation 7 of The U.K. Compan
ies Act 2006 (Strategic Report and
Directors’ Report) Regulations 2
013, Ryanai
r is obliged to state its annual quantity of emissions in tons of
carbon dioxide
equivalent. Ryana
i
r’s EU Emissions Trading Scheme
monitoring, reporting and allowan
ce surrender obligations are
mandated on a calendar year basis. During calendar year 2021, the Ryanair Group emitted 7.0m tCO2 (calendar 2020:
5.0m), which equates to 0.097 tCO2 (calendar 20
20: 0
.097) per passenger. In calendar year 2021, tCO2 per
passenger
were in line with 2020 level
s. As load factors restore t
o pre Covid
-
19 pandemic levels, the expec
tation is that tCO2 per
passenger will decline.
Aviation Taxes
/ Minimum Prices Propos
als
.
Ryana
ir is fundamentally opposed to the introduction of additional
aviation taxes, including ne
w environmental taxes, fuel taxes or emissions levi
es. Ryanair has offered, and continues to
offer, among the lowest far
es in Europe, to make p
assenger air travel affordable
and accessible to European consumers.
Ryanair remitted
approximately €255m in various envi
ronmental taxes in fiscal ye
ar 2022 up from approxima
tely €54m
in fiscal year 2021 (and app
roximately €630m in fiscal year 2
020, pre
-Covid-
19). Ryanai
r believes that the imposition of
additional taxes on airlines will not only increase airfares, b
ut will disco
urage new entrants into the market, resu
lting in
RY
ANAIR GROUP ANNUAL REPOR
T 2
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2
106
105
directives and regulations, to which Ryanair adheres. From time to time, noxious or potentially toxic substance
s are held
on a temp
orary basis within Ryanair’s engineering fac
ilities at
Dublin Airport, Glasgow (Prestwick)
, London (Stansted),
Frankfurt (Hahn), Stockholm
(Skav
sta), Bergamo, Wr
oclaw, Kaunas, Seville, Madrid and Vienna. However, at all times
Ryanair’s storage and handling
of thes
e substances co
mplies with the relevant reg
ulatory requirements. At Glasgow
(Prestwick) and London (Stansted) m
aintenance facilities, all norma
l waste is removed in accordance with the
Environmental Protecti
on Act of 1996 and Duty o
f Care W
aste Reg
ulations. For spe
cial waste removal, Ryanair operates
under the Special Waste Regulations 1998. Ryanair adh
eres to all
local and EU regulations as applicable at its facilities.
Ryanair’s Policy on Noise
and Emissions.
Ryanair is committed to reducing emissions and noise throu
gh
investments in new, effici
ent aircraft and engine technologies and the imp
lementation of certain operation
al and
commercial decisions to minimize the envir
onmental impact of its operations. Accord
ing to the Air Travel Carbon and
En
ergy Efficiency Report p
ublished by Brighter Planet, Ryanair is the industry leader
in terms of environmental efficiency,
and the Company is constantly working towards improving its performance. Additionally, in December 2020, CDP
awarded Ryanair a (first
time) “B
-
rating. This was u
pgraded to a “B” rating in Dec
ember 2021, which included an “A”
rating for environmental co
rporate governance.
In December 2005, Ryanair
completed the fleet replac
ement program it commenced in 199
9. All of Ryanair’s
older Boei
ng 737
-
200A aircr
aft were replaced with Boei
ng 737
-
800 “next generation” (“NG”) aircraft. T
he design of these
aircraft is aimed at minimizi
ng drag, thereby reducing the rate of fuel bu
rn and noise levels. The engines are a
lso quieter
and more fuel
-efficien
t. The Boeing 73
7
-
800NG aircraft have a significantly superior fuel
-
burn to passenger
-kilometer
ratio than Ryanair’s former fleet of Boeing 7
37
-
200
A
aircraft. Ryanair has installed winglets on all of its Boeing 737
-
800NG aircraft. Winglets reduce both the
rate of fuel burn and carbon dioxide emiss
ions by approximately 4%, and also
reduce noise emissions.
In September 2014, Ryanair entered into an agreement with Boeing to purchase up to 200 Boeing 737
-
8200
“Gamechanger” aircraft (including 1
00 firm orders a
nd 100 aircraft subject to option). The contract was approved by the
shareholders of the Comp
any at an extraordinary general meet
ing (“EGM”) on November 28, 201
4. In June 2017, the
Group agreed to purchase
an additional 10 Boeing 737
-
8200
aircraft. In April 2018, the Company announ
ced that it had
converted 25 Boeing 737
-
8200 options into firm orders. In December 2020, the Company announced that it had
converted the remaining 75
options to firm orders. This brought the Compan
y’s firm order to 210 Boeing 737
-
8200s with
a total contract value of
approximately US$9.6
bn at standard list price of U
S$102.5m per aircraft (net
of basic credits
and reflective of price escalation over the originally sc
heduled delivery timeframe). These aircraft have 197 seats and
are f
itted with CFM
-LE
AP-
1B engines which, combin
ed with the Advanced Techno
logy winglet and other aerodynami
c
improvements, redu
ce fuel consumption by up to approxima
tely 16% on a per seat basis compared to the Bo
eing 737
-
800NGs in Ryanair’s configuration and
reduce operational noise emissions by approximately 40%. See “
Aircraft” above
for details on Ryanair’s flee
t plan.
In addition, Ryanair has distinctive operation
al characteristics that management believes are helpfu
l to th
e
general environment. I
n particular, Ryanair:
operates with a high
-
seat density of 189 seats on the Boeing 737
-
800
NGs and 1
97 on the Boeing 737
-
82
00
aircraft. This is in contrast to the 162 seats and
two
-
class configuration of the B
oeing 737
-
800 airc
raft used
by traditional network airlin
es, reducing fuel burn and emissions per passenger/kil
ometer flown. The Lauda
Europe A320 fleet has a high densit
y of 180 seats;
has reduced per passeng
er
/Km emissions through high load factors (95% in fiscal year 2020, pre Covid
-
19);
better utilizes existing infrastructure b
y operating out of underutilized seco
nda
ry and regional airports
throughout Europe, which limits the use of holding patterns and taxiing times, thus reducing fuel burn and
emissions and reducing the need
for new air
port infrastructure;
provides mainly direct servi
ces as opposed to co
nnecting
flights, in order to limit
the need for passengers
to transfer at main hubs and thus reduces the number of take
-
offs and landings per journey from four to
two, reducing fuel bur
n and emissions per journey; and
106
has minimal schedu
led late-
night dep
artures of ai
rcraft, reducing the impac
t of noise emissions.
In 2021, a law was passed in France prohibiting do
mestic flights where an alternative direct train servi
ce
operates in under 2.5 hours, with an exception made for connecting flig
hts. This exception distorts the market, giving an
unfair advantage to airlin
es which operate connecting flight netw
orks. The European Commissi
on is currently
investigating this possible breach of the
EU freedom to provide services, and the French governmen
t has not yet adopted
a necessary implementing decree that defines app
ropriate train alternatives and eligible connecting flights. There is
currently no visibility on when the prohibition will enter
into force. Ryanair does not believe that any such mea
sures can
in fact make a significant contribution to reducing aviation’s environm
ental impact given that over half of all emissions
from European aviation com
e from long
-
haul flights (which account for
just a few percent of total European
flights) and
has argued that policy
-
m
akers should instead focus on measures that discourage connecting flights, the most
environmentally inefficient
form of air
travel. A widesp
read introduction of bans on short haul f
lights could have a
negative impact on the Company’s results and operations.
“Fit for 55”.
We engage w
ith European decision mak
ers to support a fair green tran
sition of the aviation sector.
Among the measures included
in the “Fit for 55” pac
kage, we welco
med the proposal to increase the use of SAF and
engaged relevant stakeh
olders to stress the importanc
e of using sustainable fuels to cut the sec
tor’s carbon footprint.
We have highlighted the limited environmental benefit and the harmful consequences for t
he EU economy and
connectivity resulting from other elements of the packag
e, e.g., a kerosene tax that
applies only to intra
-
EU flights. We
welcomed the European P
arliament’s vote in June 202
2 to include all flights departing from the
EEA in the ETS, endin
g
a legislative loophole which
exempts long
-
haul flights from
any contribution to decarboni
z
ation.
Emissions Trading.
On N
ovember 19, 2008, the Eur
opean Union adopted legislati
on to add aviation to the
EU
ETS as of 2012. This sche
me, which had previously
applied m
ainly to energy producers, is
a cap
-and-
trade system for
CO2 emissions to encourage industries to improve their
CO2 efficiency. Under the legislation, airlines were granted initial
CO2 allowances based on h
istorical “
revenue ton kilomete
rs” and a
CO2
efficiency
benchmark. Any sh
ortage of
allowances has to be purchased in the open m
arket and/or at government auct
ions. Management believes that this
legislation has a negative im
pact on the European airline industry as it does n
ot sufficiently promote
en
vironmentally
efficient growth.
On January 1, 2021, a
U.
K.
ET
S replaced the U.K.’s participation in the EU ETS. This scheme contains many
consistent features with the concurrent EU ETS. Airlines have been granted allowances under the scheme with a
subs
equent deduction in al
located EU allowances. These were d
istributed in proportion to
U.K.
ETS activity
based on
historical “revenue ton kilo
meter”.
Ryanair takes its envir
onmental responsibilities seri
ously and intends to c
ontinue to improve its environme
nt
al
efficiency and to minimiz
e emissions. Under Reg
ulation 7 of The U.K. Compan
ies Act 2006 (Strategic Report and
Directors’ Report) Regulations 2
013, Ryanai
r is obliged to state its annual quantity of emissions in tons of
carbon dioxide
equivalent. Ryana
i
r’s EU Emissions Trading Scheme
monitoring, reporting and allowan
ce surrender obligations are
mandated on a calendar year basis. During calendar year 2021, the Ryanair Group emitted 7.0m tCO2 (calendar 2020:
5.0m), which equates to 0.097 tCO2 (calendar 20
20: 0.097) per passenger. In c
alendar year 2021, tCO2 per passenger
were in line with 2020 level
s. As load factors restore t
o pre Covid
-
19 pandemic levels, the exp
ectation is that tCO2 per
passenger will decline.
Aviation Taxes
/ Minimum Prices Propos
als
.
Ryana
ir is fundamentally opposed to the introduction of additional
aviation taxes, including ne
w environmental taxes, fuel taxes or emissions levi
es. Ryanair has offered, and continues to
offer, among the lowest far
es in Europe, to make p
assenger air travel affordable
and accessible to European consumers.
Ryanair remitted
approximately €255m in various envi
ronmental taxes in fiscal ye
ar 2022 up from approxima
tely €54m
in fiscal year 2021 (and app
roximately €630m in fiscal year 2
020, pre
-Covid-
19). Ryanair b
elieves that the imposition of
additional taxes on airlines will not only increase airfares, but will discourage new entrants into the market, resulting in
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
108
107
107
less choice for consumers. Ryanair belie
ves this would ultimately have
adverse effects on the European ec
onomy in
general.
As a company, Ryanair believes in free mark
et competition and that the imposition of aviation taxati
on would
distort competition by favor
ing
the less efficient flag carriers which genera
lly have smaller
and older aircraft, lowe
r load
factors,
which
offer connecting flights and
operate primarily into congested airports
, and which, as a result, have a much
higher fuel burn per passenger
. Furthermore, the introducti
on of a tax at a European level only, such
as that proposed
under the ETD, would distort competition between airlines operating
solely within Europe and those operating also
outside of Europe.
In 2020, some national politicians in Austria and Italy called for the introduction of minimum prices on
airli
ne
tickets and/or for a ban on prices lower than the sum of applicable governme
nt taxes and airport charges. While
management believes that
any such restriction of airlines’ commercial freedom
would be incompatible with EU law, it
cannot be guarantee
d that
some form of government intervention in airline ticket prices will not be introduced at a
national or European level. This would severely impact the Company’s ability to attract the most pric
e sensitive
consumers.
Airport charges
The EU Airport C
harges Directive of March 200
9 sets f
orth general principles that are to be followed by airports
with more than five million passen
gers per annum, and the airport with the highest passenger movement in each
Member State, when setting
airport c
harges, and p
rovides for an appeals procedure for airlines in the event th
at they are
not satisfied with the level
of charges. However, Rya
nair does not believe that this procedure is effe
ctive or that it
constrains those airports that are currently abusing their domin
ant position, in part because the legislation was
transposed improperly in certain countries, such as Ireland and Spain, thereby
depriving airlines of even the basic
safeguards provided for in the Directive. This legislation may in fact lead to higher airp
ort charges, dependi
ng on how
its provisions are applied by EU mem
ber states and subsequently by the courts.
Slots
Currently, many of Ryana
ir Group’s airports have no
“slot” allocation restrictions; however, a su
bstantial number
of the airports the Ryan
air Group airlines serve, including its primary bases, are regulated by means of “slot” allocations
,
which represent authorizations to take off or land at a particular airport within
a specified time period. EU law regulates
the acquisition, transfer and l
oss of slots. Under
EU R
egulation No. 793/2004
, sl
ots may be transferred from one route
to another by the same ca
rrier, transferred within a group or as part of a chang
e of control of a carrier, or swapped
between carriers. In April
2008, the European Com
m
ission issued
a communication on the application
of the slot
regulation, signaling the ac
ceptance of secondary trading of airport slots between
airlines. This was intended to allow
more flexibility and m
obility in the use of slots
and further enhance possi
bilities
for market entry at slo
t constrained
airports. Any future legislat
ion that might create an official secondary mar
ket for slots could create a potential source
of revenue for certain
of Ryanair’s current and potential com
petitors, many of which hav
e man
y more slots allocated a
t
primary airports at present than Ryana
ir. The European Commission propose
d a revision to the slots’ legislation
reflecting the principle of secondary trading.
This revision has been negotiated by the EU institutions since 201
4 and is
currently stalled. Slot valu
es depend on several fa
ctors, including the airp
ort, time of day covered, the a
vailability of slo
ts
and the class of aircraft. Ryanair’s ab
ility to gain access to and develop its operations at slot
-
controlled airports w
ill be
affected by the availab
ility of slots for takeoffs and
landings at these specific airp
orts. New entrants to an airport
are
currently given certain privileges in terms of obtaining slots, but such privileges are subject to the grandfathered rights
of
exi
sting operat
ors that are utilizing their slots. In Mar
ch 2020, the European Union susp
ended the “80/20 use it or lose
it” rule for the IATA summ
er season 2020 due to the C
ovid
-
19
crisis. The “80/20” rule prov
ides that an airline is entitled
to the same
slot in the next equivalent scheduling period if it has used the allocated slot 80% of the ti
me. Due to the
Covid
-
19 c
risis, airlines were unlikely to be able to
demonstrate 80% use in the IATA summ
er season 2020. The
suspension of the “80/20
” rule was su
bse
quently extended to the I
ATA winter season 2020
/21, for the same reason. For
the summer season 2021
, the European Union adopted an amendment to the “80/20
” rule, that allowed airlines not to
108
use 50% of their airport slots whilst maintaining historic rig
hts to these slots, and that imposed a reduced “50/50” usage
requirement on the rem
aining slots. For the winter season
2021/22, the European Union adopted
another amendment
to the “80/20” rule, that allowed airlines to retain slo
ts if the usage rate was 50%. The “80/20” rule was fu
rther amended
to a “64/36” usage requi
rement for the IATA su
mmer season 2022 and ma
y possibly be extended in s
ome form in future
scheduling seasons until tr
affic recovers to pre
-
Covid levels. There is no assuran
ce that the Ryanair
Group
will
be able
to obtain a sufficient number of slots at the slot
-
c
ontrolled airports that it desires to serve in the future at the time it
needs them or on acceptable terms.
Othe
r
The Company transitioned
to local contracts of emp
loyment in a number of EU
countries in recent years.
Where
this transition has occurred
, the Company is subject to local laws and regulations (examples below).
Health and occupation
al safety issues relati
ng t
o Ryanair employees employed un
der Irish law are addressed in
Ireland by the Safety, Health and Welfare at Work Act, 2005 (as amended) and other regulations under that Act. Althoug
h
licenses or permits are not issued under such legislation, comp
liance is monit
ored by the Health and Safety Authority
(the “Authority”), which is the reg
ulating body in this area. The Authority peri
odically reviews Ryanair DA
C’s health and
safety record and when appropriate, issues improvement notices or prohibition notices.
Ryanair DAC has responded to
all such notices to the satisfaction of the Authority.
For Malta Air and Lauda Europe, health and occup
ational safety issues are addressed in the Maltese
Occupational Health and S
afety Authority Act XXVII of
2000. Compliance
is m
onitored by the Occupational Health and
Safety Authority (“OHSA”), which enfor
ces the law in workplaces. OHSA advises the Minister resp
onsible for
occupational health and safety regarding the m
aking of regulations to promote, maintain and pro
tect a hi
gh level of
occupational health and
safety, as well as takes enf
orcement action. OHSA c
an also carry out inves
tigations on any
matter concerning o
ccupational health and safety.
The Polish Labor Code (Journal of Laws of 2020, item
1320, with amendments) co
v
ers health and occupational
safety issues. Under Articl
e 18
4
of the Labor Code, compliance with provisions on health and occupat
ional safety is
monitored
b
y
the
National
Labor
Inspectorate
(“
Państwowa
Inspekcja
Pracy”)
and
the
National
S
anitary
Inspectorat
e
(“Państwowa Inspekcja S
anitarna”).
Occupational health and sa
fety issues relating to Ryanair U.K.
are governed by various legisl
ation, the primary
statute in England being the Health and
Safety at Work etc. Act 1974 (the “Health and Safet
y at Work
Act”). The Health
and Safety Executive
(“HSE”),
monitors complianc
e with the Health and Safety at Work Act and related legisl
ation.
DESCRIPTION
OF PROPERTY
For certain informati
on about each of the Company’
s key facilities, see “
Facilities” ab
ove. Mana
gemen
t
believes that the Comp
any’s facilities are suitable for
its needs and are well maintained.
Item 4A.
Unresolved Staff Comments
There are no unresolved staff
comments.
Item 5.
Operating and Financial Review an
d Prospects
The following discussion s
hould be read in conjunction
with the audited consolidated finan
cial statements of
the Company and the note
s thereto included in Item 18. Those consolidated fina
ncial statements have been prepared
in accordance with IFRS.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
108
107
less choice for consumers. Ryanair belie
ves this would ultimately have
adverse effects on the European ec
onomy in
general.
As a company, Ryanair believes in free mark
et competition and that the imposition of aviation taxati
on would
distort competition by favor
ing
the less efficient flag carriers which genera
lly have smaller
and older aircraft, lowe
r load
factors,
which
offer connecting flights and
operate primarily into congested airports
, and which, as a result, have a much
higher fuel burn per passenger
. Furthermore, the introducti
on of a tax at a European level only, such
as that proposed
under the ETD, would distort competition between airlines operating
solely within Europe and those operating also
outside of Europe.
In 2020, some national politicians in Austria and Italy called for the introduction of minimum prices on
airli
ne
tickets and/or for a ban on prices lower than the sum of applicable governme
nt taxes and airport charges. While
management believes that
any such restriction of airlines’ commercial freedom
would be incompatible with EU law, it
cannot be guarantee
d that
some form of government intervention in airline ticket prices will not be introduced at a
national or European level. This would severely impact the Company’s ability to attract the most pric
e sensitive
consumers.
Airport charges
The EU Airport C
harges Directive of March 200
9 sets f
orth general principles that are to be followed by airports
with more than five million passen
gers per annum, and the airport with the highest passenger movement in each
Member State, when setting
airport c
harges, and p
rovides for an appeals procedure for airlines in the event th
at they are
not satisfied with the level
of charges. However, Rya
nair does not believe that this procedure is effe
ctive or that it
constrains those airports that are currently abusing their domin
ant position, in part because the legislation was
transposed improperly in certain countries, such as Ireland and Spain, thereby
depriving airlines of even the basic
safeguards provided for in the Directive. This legislation may in fact lead to higher airp
ort charges, dependi
ng on how
its provisions are applied by EU mem
ber states and subsequently by the courts.
Slots
Currently, many of Ryana
ir Group’s airports have no
“slot” allocation restrictions; however, a su
bstantial number
of the airports the Ryan
air Group airlines serve, including its primary bases, are regulated by means of “slot” allocations
,
which represent authorizations to take off or land at a particular airport within
a specified time period. EU law regulates
the acquisition, transfer and l
oss of slots. Under
EU R
egulation No. 793/2004
, sl
ots may be transferred from one route
to another by the same ca
rrier, transferred within a group or as part of a chang
e of control of a carrier, or swapped
between carriers. In April
2008, the European Com
m
ission issued
a communication on the application
of the slot
regulation, signaling the ac
ceptance of secondary trading of airport slots between
airlines. This was intended to allow
more flexibility and m
obility in the use of slots and fu
rther enhance possi
bilities for mar
ket entry at slot c
onstrained
airports. Any future legislat
ion that might create an official secondary mar
ket for slots could create a potential source
of revenue for certain
of Ryanair’s current and potential com
petitors, many of which hav
e man
y more slots allocated a
t
primary airports at present than Ryana
ir. The European Commission propose
d a revision to the slots’ legislation
reflecting the principle of secondary trading.
This revision has been negotiated by the EU institutions since 201
4 and is
currently stalled. Slot valu
es depend on several fa
ctors, including the airp
ort, time of day covered, the a
vailability of slo
ts
and the class of aircraft. Ryanair’s ab
ility to gain access to and develop its operations at slot
-
controlled airports w
ill be
affected by the availab
ility of slots for takeoffs and
landings at these specific airp
orts. New entrants to an airport
are
currently given certain privileges in terms of obtaining slots, but such privileges are subject to the grandfathered rights
of
exi
sting operat
ors that are utilizing their slots. In Mar
ch 2020, the European Union susp
ended the “80/20 use it or lose
it” rule for the IATA summ
er season 2020 due to the C
ovid
-
19
crisis. The “80/20” rule prov
ides that an airline is entitled
to the same
slot in the next equivalent scheduling period if it has used the allocated slot 80% of the time. D
u
e to the
Covid
-
19 c
risis, airlines were unlikely to be able to
demonstrate 80% use in the IATA summ
er season 2020. The
suspension of the “80/20
” rule was su
bse
quently extended to the I
ATA winter season 2020
/21, for the same reason. For
the summer season 2021
, the European Union adopted an amendment to the “80/20
” rule, that allowed airlines not to
108
use 50% of their airport slots whilst maintaining historic rig
hts to these slots, and that imposed a reduced “50/50” usage
requirement on the rem
aining slots. For the winter season
2021/22, the European Union adopted
another amendment
to the “80/20” rule, that allowed airlines to retain slo
ts if the usage rate was 50%. The “80/20” rule was further amen
ded
to a “64/36” usage requi
rement for the IATA su
mmer season 2022 and ma
y possibly be extended in s
ome form in future
scheduling seasons until tr
affic recovers to pre
-
Covid levels. There is no assuran
ce that the Ryanair
Group will be abl
e
to obtain a sufficient number of slots at the slot
-
c
ontrolled airports that it desires to serve in the future at the time it
needs them or on acceptable terms.
Othe
r
The Company transitioned
to local contracts of emp
loyment in a number of EU
countries in recent years.
Where
this transition has occurred
, the Company is subject to local laws and regulations (examples below).
Health and occupation
al safety issues relati
ng
to Ryanair employees employed un
der Irish law are addressed in
Ireland by the Safety, Health and Welfare at Work Act, 2005 (as amended
) and other regulations under that Act. Although
licenses or permits are not issued under such legislation, comp
liance is monit
ored by the Health and Safety Authority
(the “Authority”), which is the reg
ulating body in this area. The Authority peri
odically reviews Ryanair DA
C’s health and
safety record and when appropriate, issues improvement notices or prohibition notices.
Ryanair DAC has responded to
all such notices to the satisfaction of the Authority.
For Malta Air and Lauda Europe, health and occup
ational safety issues are addressed in the Maltese
Occupational Health and Safety Auth
ority Act XXVII of 2000
. Compliance
is monit
ored by the Occupational Health and
Safety Authority (“OHSA”), which enfor
ces the law in workplaces. OHSA advises the Minister resp
onsible for
occupational health and safety regarding the m
aking of regulations to promote, maintain and pro
tect a hi
gh level of
occupational health and
safety, as well as takes enf
orcement action. OHSA c
an also carry out inves
tigations on any
matter concerning o
ccupational health and safety.
The Polish Labor Code (Journal of Laws of 2020, item
1320, with amendments) co
vers health and occupational
safety issues. Under Articl
e 18
4
of the Labor Code, compliance with provisions on health and occupat
ional safety is
monitored
b
y
the
National
Labor
Inspectorate
(“
Państwowa
Inspekcja
Pracy”)
and
the
National
S
anitary
Inspectorat
e
(“Państwowa Inspekcja S
anitarna”).
Occupational health and sa
fety issues relating to Ryanair U.K.
are governed by various legisl
ation, the primary
statute in England being the Health and
Safety at Work etc. Act 1974 (the “Health and Safet
y at Work
Act”). The Health
and Safety Executive
(“HSE”),
monitors complianc
e with the Health and Safety at Work Act and related legisl
ation.
DESCRIPTION
OF PROPERTY
For certain informati
on about each of the Company’
s key facilities, see “
Facilities” ab
ove. Mana
gemen
t
believes that the Comp
any’s facilities are suitable for
its needs and are well maintained.
Item 4A.
Unresolved Staff Comments
There are no unresolved staff
comments.
Item 5.
Operating and Financial Review an
d Prospects
The following discussion s
hould be read in conjunction
with the audited consolidated finan
cial statements of
the Company and the note
s thereto included in Item 18. Those consolidated fina
ncial statements have been prepared
in accordance with IFRS.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
110
109
109
HISTORY
Ryanair’s current business
strategy dates to the early
1990s, when Ryanair became the
first European airline to
replicate the low
-
fares
, low
-
cost operating model pioneered
by Southwest Airlines Co. in the United States. During the
period between 1992
and 1994, Ryanair expanded its route network to include scheduled passenger service
s between
Dublin and Birmingham,
Manchester and Glasgow (Pres
twick). In 1994, Ryanair began standardizing it
s fleet by
purchasing used Boeing 737
-
20
0A aircraft
to replace su
bstantially all of its lea
sed aircraft. Beginning in 1996, Ryanair
continued to expand its ser
vice from Dublin to new provincia
l destinations in the U.K. In August 19
96, Irish Air, L.P., an
investment vehicle led by David Bonderman and certain
of his associates at the Texas Pacific Group, acquired a minority
interest in the Company. Ryanair Holdings completed it
s initial
public offering in June 19
97.
From 1997 through June
30, 2022, the Ryanair Group launched service on more than 2,300 routes throug
hout
Eu
rope and also increased
the frequency of service o
n a number of its principal routes. Ryanair has est
ablished 90
airports as bases of operations. During fisca
l years 2019 and 2020 the Company established a low
-
cost airline group
adding startup airlines in Poland (Buzz) and the U.K.
(Ryanair U.K.), along with the acquisition of Lauda and Malta Air
(both now based in Malt
a), to Ryanair DAC in Irelan
d. See “Item 4. Informatio
n on the Company
Rout
e System,
Scheduling and Fares” for
a list of these bases. Ryanai
r has inc
reased the number of booked passen
gers from
approximately 5m in fisca
l year 1999 to approximately 1
49m in fiscal year 2020 (pre Covid
-
19),
although this dropped
to 97.1m in fiscal year 2022 and 27.5m in fiscal year 2021
as a result of travel restr
ictions and European governmen
t
lockdowns due to the Co
vid
-
19 crisis. As of June 30, 20
22, Ryanair had a principal fleet of 483 Boeing
737 (including 73
Boeing 737
-
8
200 “Gamechangers”) aircraft, and 29 Airbus A32
0 aircraft and serves over 220 airports.
R
yanair expects to have
approximately 620
narrow-b
ody
aircraft in its
operating fleet following the deliver
y of
all of the Boeing 737
-
8200s currently on order over the next four years, subject to lease hand
-
backs and disposals over
the period.
See “
Liquidi
ty and Cap
ital Reso
urces” and “Item 4. Information on the Company
Aircraft” for additional
details.
BUSINESS OVERVIEW
Since Ryanair pioneered its low
-
cost operating model in Europe in the early 1990s, its passenger volumes and
scheduled passenger r
evenue
s have increased s
ignificantly because the Compan
y has substantially incre
ased capacity
and demand has been sufficient to mat
ch the increased capacity. Ryanair’s annu
al booked passenger volume has grown
from approximately 1m p
assengers in 1991 to approxima
tely 149
m
passengers in
fiscal year 2020 before the Covid
-
19
pandemic resulted in a severe decline in Eur
opean traffic.
Total revenues increased fr
om €1.64bn in fiscal year 2021 to €4.80bn in fiscal year 2022 du
e to a 25
3% increase
in traffic to approximat
ely 97m passengers. While traffic incre
ased significantly, the delayed relaxati
on of EU
Governments’ Covid
-
1
9 travel restrictions until July 20
21 (October in the case of the
U.K.
Government)
combined with
the damaging impact of the Omicr
on variant and Rus
sia’s invasion
of Ukraine in the second half of the year, meant that
fares required signifi
cant price stimulation with aver
age fares in fiscal year 2022 down 27
% to just €27. Ancillary
revenues increased b
y 258% to €2.15bn due to the reb
ound in traffic and
a solid p
erformance in discretionary p
roducts
such as priority boarding and reserved seating. W
hile traffic increased by 253%, costs only increased by 113% in fiscal
year 2022.
Ryanair’s total break
-
even load factor was 108% in fiscal year 2021 and 88% in fiscal year 2022. Ryanair recorded
an operating loss of €839m in fiscal year 2021 and an operating loss of €34
0m in fiscal
year 2022. T
he Co
mpany
recorded a loss after ta
xation of €1,015m in fiscal year 2
021 and a significantly lower loss after t
ax of €2
41
m in fiscal
year 2022.
110
Historical results are not predictive of f
uture results
The historical results of operations dis
cussed herein may not be indicat
ive of Ryanair’s future operating
performance. Ryanair’s future resu
lts of operatio
ns will be affect
ed by, among other things, flight disruptions and other
global economic impac
ts caused by the Covid
-
19 pandemic and the inv
asion of Ukraine in February 202
2, overall
passenger traffic volume; t
he availability of new airports for expansion; fuel prices;
the
airline pricing environment in a
period of increased compet
ition; the ability of Ryanair to finance its planned acquisition of aircraft and to dis
charge the
resulting debt servi
ce obligations; economic and po
litical conditions in Ireland, th
e U.K. and the
EU; the ability of th
e
Company to generate profi
ts for new acquisitions; terrorist threats or atta
cks (including cyber
-
attacks) with
in the EU;
seasonal variations in travel; developments in g
overnment regulations, litigation and labor relations; foreig
n c
urrency
fluctuations, potential brea
k
-
up of the Eurozone; Brex
it; global inflation and suppl
y chain pressures; the availability
of
aircraft; competition and th
e public’s perception regard
ing the safety of low
-
fares a
irlines; changes in aircraft a
cquisition
,
leasing, and other operating costs; fligh
t interruptions caused by extreme weather events or other atmospheric
disruptions; aircraft safety concerns; flig
ht disruptions caused by periodic and prolong
ed ATC strikes in Europe; the rates
of income and corp
o
rate taxes paid, the financi
al impact of the Covid
-
19 crisis and the Russian inv
asion of Ukraine on
European economies.
Ryanair expects its depreciation, staff and fue
l charges to increase as additiona
l aircraft and
related flight equipment ar
e acquired. F
uture fu
el co
sts may also increase as a
result of the depletion of petroleum
reserves, the shortage
of fuel production cap
acity, production restri
ctions imposed by fuel
oil producers, sanctions
imposed on oil produce
rs, geopolitical tensions affe
cting oil
pr
oducing countries and the imposition
of sustainable
aviation fuel (SAF) mandates by the EU. Maintenance exp
enses may also increase as a result of Ryanair’s fleet expansion
and replacement program
. In addition, the financing of new Boeing 737
-
8200 aircraf
t will increase the total amount of
the Company’s outstand
ing debt and the payments
it is obliged to make to ser
vice such debt. The cost of
insurance
coverage for certain third
-
party liabilities arising from “acts of war” or terrorism increased dramaticall
y following the
September 11, 2001 terrorist attacks. See “Item
3. Key Information
Risk Factors
Risks Related to the Company
The
Covid
-
19 p
andemic and measures to redu
ce its spread have had, and may
continue to have, a material ad
verse impact
on the Compan
y’s busines
s, results of operations, financia
l condition and liquidity” and “
Risks r
elated to the Airline
Industry
The Comp
any is substantially dependent on discretionary air trave
l
.”
RECENT OPERATING
RESULTS
The Company’s net profit for the quarter ended June 30, 2022 (the first quarter of the Company’s fiscal year
2023) was €188m as compared to a net loss of €273m for the c
orresponding period of the previous year. The Company
recorded an operating profit of €240m in the first quarter of fisc
al year 2023, having recorded an operating lo
ss of €305m
in the comparative quarter in fiscal year 2022.
Total operating revenues increased from €
371
m in the first quarter of
fiscal year 2022 to €2,602
m in the first quarter of fis
cal year 2023. Operating e
xpenses incre
ased from €675m in the
first quarter of fiscal year 2022 to €2,362m in the first
quarter of fiscal year 2023, driven primarily by variable costs as
traffic increased from 8
.1m to 45.5m passengers. The Comp
any’s cash and cash equivalents, restr
icted cash and
financial assets with terms of less than three months am
ounted to €4.64
bn
at June 30, 2022 as compared with €3.63bn
at March 31, 2022 and net debt decreased to €0.4
bn at
June 30, 2022 compared to €1.45b
n at March 31, 202
2.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
110
109
HISTORY
Ryanair’s current business
strategy dates to the early
1990s, when Ryanair became the
first European airline to
replicate the low
-
fares
, low
-
cost operating model pion
eered by Southwest Airlines Co. in the United States. During the
period between 1992
and 1994, Ryanair expanded its route network to include scheduled passenger service
s between
Dublin and Birmingham,
Manchester and Glasgow (Pres
twick). In 1994, Ryanair began standardizing it
s fleet by
purchasing used Boeing 737
-
20
0A aircraft to
replace su
bstantially all of its lea
sed aircraft. Beginning in 1996, Ryanair
continued to expand its ser
vice from Dublin to new provincia
l destinations in the U.K. In August 19
96, Irish Air, L.P., an
investment vehicle led by David Bonderman and certain
of his associates at the Texas Pacific Group, acquired a minority
interest in the Company. Ryanair Holdings completed it
s initial
public offering in June 19
97.
From 1997 through June
30, 2022, the Ryanair Group launched service on more than 2,300 routes throug
hout
Eu
rope and also incre
ased the frequency of service o
n a number of its principal routes. Ryanair has est
ablished 90
airports as bases of operations. During fisca
l years 2019 and 2020 the Company established a low
-
cost airline group
adding startup airlines in Poland (Buzz) and the U.K.
(Ryanair U.K.), along with the acquisition of Lauda and Malta Air
(both now based in Malt
a), to Ryanair DAC in Irelan
d. See “Item 4. Informatio
n on the Company
Rout
e System,
Scheduling and Fares” for
a list of these bases. Ryanai
r has inc
reased the number of booked passen
gers from
approximately 5m in fisca
l year 1999 to approximately 1
49m in fiscal year 2020 (pre Covid
-
19),
although this dropped
to 97.1m in fiscal year 2022 and 27.5m in fiscal year 2021
as a result of travel restr
ictions and European governmen
t
lockdowns due to the Co
vid
-
19 crisis. As of June 30, 20
22, Ryanair had a principal fleet of 483 Boeing
737 (including 73
Boeing 737
-
8
200 “Gamechangers”) aircraft, and 29 Airbus A32
0 aircraft and serves over 220 airports.
R
yanair expects to have
approximately 620
narrow-b
ody
aircraft in its
operating fleet following the deliver
y of
all of the Boeing 737
-
8200s currently on order over the next four years, subject to lease hand
-
backs and disposals over
the period.
See “
Liquidi
ty and Cap
ital Reso
urces” and “Item 4. Information on the Company
Aircraft” for additional
details.
BUSINESS OVERVIEW
Since Ryanair pioneered its low
-
cost operating model in Europe in the early 1990s, its passenger volumes and
scheduled passenger r
evenue
s have increased s
ignificantly because the Compan
y has substantially incre
ased capacity
and demand has been sufficient to mat
ch the increased capacity. Ryanair’s annu
al booked passenger volume has grown
from approximately 1m p
assengers in 1991 to approxima
tely 149
m
passengers in
fiscal year 2020 before the Covid
-
19
pandemic resulted in a severe decline in Eur
opean traffic.
Total revenues increased fr
om €1.64bn in fiscal year 2021 to €4.80bn in fiscal year 2022 du
e to a 25
3% increase
in traffic to approximat
ely 97m passengers. While traffic incre
ased significantly, the delayed relaxati
on of EU
Governments’ Covid
-
1
9 travel restrictions until July 20
21 (October in the case of the
U.K.
Government)
combined with
the damaging impact of the Omicr
on variant and Rus
sia’s invasion
of Ukraine in the second half of the year, meant that
fares required signifi
cant price stimulation with aver
age fares in fiscal year 2022 down 27
% to just €27. Ancillary
revenues increased b
y 258% to €2.15bn due to the reb
ound in traffic and
a solid p
erformance in discretionary p
roducts
such as priority boarding and reserved seating. W
hile traffic increased by 253%, costs only increased by 113% in fiscal
year 2022.
Ryanair’s total break
-
even load factor was 108% in fiscal year 2021 and 88% in fiscal year 2022. Ryanair recorded
an operating loss of €839m in fiscal year 2021 and an operating loss of €34
0m in fiscal
year 2022. T
he Co
mpany
recorded a loss after ta
xation of €1,015m in fiscal year 2
021 and a significantly lower loss after t
ax of €2
41
m in fiscal
year 2022.
110
Historical results are not predictive of f
uture results
The historical results of operations dis
cussed herein may not be indicat
ive of Ryanair’s future operating
performance. Ryanair’s future resu
lts of operatio
ns will be affect
ed by, among other things, flight disruptions and other
global economic impac
ts caused by the Covid
-
19 pandemic and the inv
asion of Ukraine in February 202
2, overall
passenger traffic volume; t
he availability of new airports for expansion; fuel prices;
the
airline pricing environment in a
period of increased compet
ition; the ability of Ryanair to finance its planned acquisition of aircraft and to dis
charge the
resulting debt servi
ce obligations; economic and po
litical conditions in Ireland, th
e U.K. and the
EU; the ability of th
e
Company to generate profi
ts for new acquisitions; terrorist threats or atta
cks (including cyber
-
attacks) with
in the EU;
seasonal variations in travel; developm
ents in government regulations, litigation and labor relations;
foreign c
urrency
fluctuations, potential brea
k
-
up of the Eurozone; Brex
it; global inflation and suppl
y chain pressures; the availability
of
aircraft; competition and th
e public’s perception regard
ing the safety of low
-
fares a
irlines; changes in aircraft acquisi
tion
,
leasing, and other operating costs; fligh
t interruptions caused by extreme weather events or other atmospheric
disruptions; aircraft safety concerns; flig
ht disruptions caused by periodic and prolong
ed ATC strikes in Europe; the rates
of income and corp
o
rate taxes paid, the financi
al impact of the Covid
-
19 crisis and the Russian inv
asion of Ukraine on
European economies.
Ryanair expects its depreciation, staff and fuel charges to in
crease as additional aircraft and
related flight equipment ar
e acquired. F
uture fu
el co
sts may also increase as a
result of the depletion of petroleum
reserves, the shortage
of fuel production cap
acity, production restri
ctions imposed by fuel
oil producers, sanctions
imposed on oil produce
rs, geopolitical tensions affe
cting oil
pr
oducing countries and the imposition
of sustainable
aviation fuel (SAF) mandates by the EU. Maintenance exp
enses may also increase as a result of Ryanair’s fleet expansion
and replacement progra
m. In addition, the financing of new Boeing 737
-
8200 aircraf
t will increase the total amount of
the Company’s outstand
ing debt and the payments it
is obliged to make to service su
ch debt. The cost of insurance
coverage for certain third
-
party liabilities arising from “acts of war” or terrorism increased dramati
call
y following the
September 11, 2001 terrorist atta
cks. See “Item 3. Key Information
Risk Fact
ors
Risks Related to the Comp
any
Th
e
Covid
-
19 p
andemic and measures to redu
ce its spread have had, and may
continue to have, a material ad
verse impact
on the Compan
y’s busines
s, results of operations, financia
l condition and liquidity” and “
Risks r
elated to the Airline
Industry
The Comp
any is substantially dependent on discretionary air trave
l
.”
RECENT OPERATING
RESULTS
The Company’s net profit for the quarter ended June 30, 2022 (the first quarter of the Company’s fiscal year
2023) was €188m as compared to a net loss of €273m for the c
orresponding period of the previous year. The Company
recorded an operating profit of €240m in the first quarter of fiscal year 2023, having recorded an operating loss of €305m
in the comparative quarter in fiscal year 2022.
Total operating revenues increased from €
371
m in the first quarter of
fiscal year 2022 to €2,602
m in the first quarter of fis
cal year 2023. Operating e
xpenses incre
ased from €675m in the
first quarter of fiscal year 2022 to €2,362m in the first
quarter of fiscal year 2023, driven primarily by variable costs as
traffic increased from 8
.1m to 45.5m passengers. The Comp
any’s cash and cash equivalents, restr
icted cash and
financial assets with terms of less than three months am
ounted to €4.64
bn
at June 30, 2022 as compared with €3.63bn
at March 31, 2022 and net debt decreased to €0.4
bn at
June 30, 2022 compared to €1.45b
n at March 31, 202
2.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
112
111
111
RESULTS OF
OPER
ATIONS
The following table sets forth certain income statemen
t data (c
alculated under IFRS) for Ryana
ir expressed as
a percentage of Ryanair’s total revenues for ea
ch of the periods indicated:
Fiscal Year ended Ma
rch 31,
2022
2021
2020
Total rev
enues
100
%
100
%
100
%
Scheduled revenues
55
63
66
Ancillary re
venues
45
37
34
Total oper
ating ex
penses
107
151
87
Fuel a
nd oil
35
33
33
Airport and handling ch
arges
17
18
13
Staff c
osts
14
29
13
Route charges
11
11
9
Depreci
ation
15
35
9
Marketing, distribution and other
9
12
7
Maintenance, materials
and repairs
5
13
3
Operating (lo
ss)/profit
(7)
(51)
13
Net finance expense
(2)
(17)
(5)
(Loss)/
profit
before
tax
(9)
(68)
8
Tax credit/(expense) on (loss)/profit
4
6
(Loss)/
profit
after
taxation
(5)
(62)
8
FISCAL YEA
R 2022 COMPARED WITH FISC
AL YEAR 2021
(Loss)/profit after taxati
on.
Ryanair recorded a loss after taxation of €241m in fiscal year 2022, as compared
with a loss after taxation of €1,015m in fiscal year 2021. This decrease in loss was primarily attributable to an 253%
increase in traffic as Eur
opean Governments gradua
lly eased
travel restrictions/lockdo
wns related to the Covid
-
19
pandemic.
Scheduled revenues
.
Ryanair's scheduled passenger revenues increased
by 156%, from €1,036m in fiscal year
2021 to €
2,
653m
in fiscal year 2022, primarily reflecting a
253% increase in traffic to 97m passengers
as
European
Governments graduall
y eased travel restrictions/lockd
owns related to the Covid
-
19 pandemic, offset by a 27% redu
ction
in average fare to just €27.
Scheduled passenger rev
enues accounted for 63%
of Ryanair's total revenu
es in
fiscal year 2021 and 55% in
fiscal year 2022.
Ancillary revenues
.
Ryanair's ancillary revenues
, which comprise revenues fr
om non
-
flight scheduled operations,
in
-
flight sales and in
ternet
-
related servi
ces, increased by
258
%, from €60
0m in fiscal year
2021 to €
2,
148
m in fiscal year
2022. The overall increase in ancillary revenues was
due to a 253%
increase in traffic
to 97m passengers and a solid
performance in discreti
onary products such as priority boarding and reserved sea
ting.
Operating expenses.
As a p
ercentage of total revenues, Ryanair'
s operating expenses were at 151% in fiscal year
2021 compared to
107
% in fiscal year 2022. In absolute
terms, total operating expenses increased by
108
%, from
€2,475m in fiscal year 2021
to €
5,141
m in fiscal year
2022, principally as a
result of an increase in se
ctors flown, arising
from the gradual easing of travel
restrictions/l
ockdowns related to the Covid
-
19 pandem
ic
throughout fiscal year 20
22.
Route charges remained fla
t as a percentage of total revenues. Ai
rport and handl
ing charges, staff costs, de
preciation,
marketing, distribution and
other and maintenance, m
aterials and repairs decreas
ed as a percentage of total revenues
due to higher load fact
ors and increased flights. Fue
l increased as a percen
tage of
total revenues prim
arily due to
the
global increase in the price of fuel and higher sectors fl
own.
112
The following table sets forth the am
ounts in euro cent of, and percentage chang
es in, Ryanair's operating
expenses (on a per passeng
er basis) for fiscal ye
a
rs 2022 and 2021 under I
FRS. This data is calculated by dividing the
relevant expense amount (as shown in the consolidated financial statemen
ts) by the number of booked passengers in
the relevant year as sho
wn in the table of "Selected Operating and
Other
Data" in Item 3 and rounding
to the nearest eur
o
cent; the percentage change is calculated on the basis of the relevan
t figures before rounding.
At March 31,
2022
2021
%
Change *
Fuel a
nd oil
17.51
19.72
11%
Airport and handling ch
arges
8.38
10.44
20%
Staff c
osts
7.11
17.16
59%
Route charges
5.68
6.81
17%
Depreci
ation
7.41
20.75
64%
Marketing, distribution and other
4.24
7.32
42%
Maintenance, materials
and repairs
2.63
7.51
65%
Aircraft rentals
-
0.24
100%
Total oper
ating ex
penses
52.96
89.95
41%
*
”+”
is favor
able and “
-
“ is adv
erse ye
ar
-
on
-
year.
Fuel and oil.
Ryanair's fuel and oil costs per passenger decre
ased by
11%, while in ab
solute terms, these costs
increased
by
213% from €543m in fiscal year 2021 to €1,699m in fiscal y
ear 2022, in each case after giving effect to the
Group’s fuel hedging activities. The
213% increase reflected a 203% increase in sectors flo
wn, arising from increased
activity following the re
la
xation of Covid
-
1
9 related restrictions/lockdowns
and
the higher cost of fu
el.
Fu
el and oil costs
include the direct cost of fu
el, the cost of delivering fuel to the aircraft, airc
raft de
-
icing and EU em
issions trading costs.
The average fuel price paid by
Ryanair (calculated by dividing total fuel costs by the number of U.S. gallons of fuel
consumed) increased by 10
% from €1.74 per U.S. gallon in fiscal year 2021 to €1.92
per U.S. gallon in fiscal year 2022,
excluding the ineffectiveness charge on jet fuel
hedges (included in finance expense in the consolidated income
statement) and the unreali
z
ed gains on jet fuel options (included in fuel and oil in the income statement), respectively.
Airport and handling
charges.
Ryanair's airport and handling charges
per passenger decreased by 20% in fisca
l
year 2022 compared to fiscal year 2021. In absolute terms, airport and handling charges increased by 183%, from €287m
in fiscal year 2021 to €813
m
in fiscal year 2022, broadly reflecting an increase in traffic and s
ectors flown.
Staff costs.
Ryanair's staff
costs, which consist primarily of salaries, wages and benefits, decreased by 59% on
a per passenger basis, while in absolute terms, these
costs increased by 46%, from €472 million in fiscal year 20
21 to
€690m in
fiscal year
2022. The increase in absolute terms was primarily attributable to increased flight hours and the
gradual removal of pa
y cuts.
Route charges.
Ryanair's route charges
per passenger decreased by 17
%. In absolute terms, r
oute charges
increased by
194%, from €187m in fiscal year 2021 to €
551
m in fiscal year 2022, primarily as a result
of increased
sectors arising from the gradu
al easing of Covid
-
19 tr
avel restrictions.
Depreciation.
Ryanai
r's depreciation per passeng
er d
ecreased by 64%, while in a
bsolute terms these costs
increased by 26% from €571m in fiscal year 2021 to €719m in fisca
l year 2022. The increase was primarily attributable
to the delivery of 61 new B737
-
8200 “Gamechanger” aircraft during fiscal year 2022, and hig
her amortization as a
result
of increased aircraft utilizat
ion.
Marketing, distribution and
other expenses.
Ryanair's marketing, distribution and other operating expenses,
including those applicable to the generati
on of ancillary revenues, decreased b
y 42% on a per passenger
basis in fiscal
year 2022, while in absolut
e terms, these costs increased b
y 104%, from €202m in fiscal year 2021 to €41
1m in fiscal
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
112
111
RESULTS OF
OPER
ATIONS
The following table sets forth certain income statemen
t data (c
alculated under IFRS) for Ryana
ir expressed as
a percentage of Ryanair’s total revenues for ea
ch of the periods indicated:
Fiscal Year ended Ma
rch 31,
2022
2021
2020
Total rev
enues
100
%
100
%
100
%
Scheduled revenues
55
63
66
Ancillary re
venues
45
37
34
Total oper
ating ex
penses
107
151
87
Fuel a
nd oil
35
33
33
Airport and handling ch
arges
17
18
13
Staff c
osts
14
29
13
Route charges
11
11
9
Depreci
ation
15
35
9
Marketing, distribution and other
9
12
7
Maintenance, materials
and repairs
5
13
3
Operating (lo
ss)/profit
(7)
(51)
13
Net finance expense
(2)
(17)
(5)
(Loss)/
profit
before
tax
(9)
(68)
8
Tax credit/(expense) on (loss)/profit
4
6
(Loss)/
profit
after
taxation
(5)
(62)
8
FISCAL YEA
R 2022 COMPARED WITH FISC
AL YEAR 2021
(Loss)/profit after taxati
on.
Ryanair recorded a loss after taxation of €241m in fiscal year 2022, as compared
with a loss after taxation of €1,015m in fiscal year 2021. This decrease in loss was primarily attribu
table to an 253%
increase in traffic as Eur
opean Governments gradua
lly eased
travel restrictions/lockdo
wns related to the Covid
-
19
pandemic.
Scheduled revenues
.
Ryanair's scheduled passenger revenues increased
by 156%, from €1,036m in fiscal year
2021 to €
2,
653m
in fiscal year 2022, primarily reflecting a
253% increase in traffic to 97m passengers
as
European
Governments graduall
y eased travel restrictions/lockd
owns related to the Covid
-
19 pandemic, offset by a 27% redu
ction
in average fare to just €27.
Scheduled passenger rev
enues accounted for 63%
of Ryanair's total revenu
es in
fiscal year 2021 and 55% in
fiscal year 2022.
Ancillary revenues
.
Ryanair's ancillary revenues
, which comprise revenues fr
om non
-
flight scheduled operations,
in
-
flight sales and in
ternet
-
related servi
ces, increased by
258
%, from €60
0m in fiscal year
2021 to €
2,
148
m in fiscal year
2022. The overall increase in ancillary revenues was
due to a 253%
increase in traffic
to 97m passengers and a solid
performance in discreti
onary products such as priority boarding and reserved sea
ting.
Operating expenses.
As a p
ercentage of total revenues, Ryanair'
s operating expenses were at 151% in fiscal year
2021 compared to
107
% in fiscal year 2022. In absolute
terms, total operating expenses increased by
108
%, from
€2,475m in fiscal year 2021
to €
5,141
m in fiscal year
2022, principally as a
result of an increase in se
ctors flown, arising
from the gradual easing of travel
restrictions/l
ockdowns related to the Covid
-
19 pandem
ic
throughout fiscal year 20
22.
Route charges remained fla
t as a percentage of total revenues. Ai
rport and handl
ing charges, staff costs, de
preciation,
marketing, distribution and
other and maintenance, m
aterials and repairs decreas
ed as a percentage of total revenues
due to higher load fact
ors and increased flights. Fue
l increased as a percen
tage of
total revenues prim
arily due to
the
global increase in the price of fuel and higher sectors fl
own.
112
The following table sets forth the am
ounts in euro cent of, and percentage chang
es in, Ryanair's operating
expenses (on a per passeng
er basis) for fiscal ye
a
rs 2022 and 2021 under I
FRS. This data is calculated by dividing the
relevant expense amount (as shown in the consolidated financia
l statements) by the number of booked passengers in
the relevant year as sho
wn in the table of "Selected Operating and
Other
Data" in Item 3 and rounding
to the nearest eur
o
cent; the percentage change is calculated on the basis of the relevan
t figures before rounding.
At March 31,
2022
2021
%
Change *
Fuel a
nd oil
17.51
19.72
11%
Airport and handling ch
arges
8.38
10.44
20%
Staff c
osts
7.11
17.16
59%
Route charges
5.68
6.81
17%
Depreci
ation
7.41
20.75
64%
Marketing, distribution and other
4.24
7.32
42%
Maintenance, materials
and repairs
2.63
7.51
65%
Aircraft rentals
-
0.24
100%
Total oper
ating ex
penses
52.96
89.95
41%
*
”+”
is favor
able and “
-
“ is adv
erse ye
ar
-
on
-
year.
Fuel and oil.
Ryanair's fuel and oil costs per passenger decre
ased by
11%, while i
n absolute terms, these costs
increased
by
213% from €543m in fiscal year 2021 to €1,699m in fiscal y
ear 2022, in each case after giving effect to the
Group’s fuel hedging activities. The
213% increase reflected a 203% increase in sectors flo
wn, arising from increased
activity following the re
la
xation of Covid
-
1
9 related restrictions/lockdowns
and
the higher cost of fu
el.
Fu
el and oil costs
include the direct cost of fu
el, the cost of delivering fuel to the aircraft, airc
raft de
-
icing and EU em
issions trading costs.
The average fuel price paid by
Ryanair (calculated by dividing total fuel costs by the number of U.S. gallons of fuel
consumed) increased by 10
% from €1.74 per U.S. gallon in fiscal year 2021 to €1.92
per U.S. gallon in fiscal year 2022,
excluding the ineffectiveness charge on jet fuel
hedges (included in finance expense in the
conso
lidated income
statement) and the unreali
z
ed gains on jet fuel options (included in fuel and oil in the income statement), respectively.
Airport and handling
charges.
Ryanair's airport and handling charges
per passenger decreased by 20% in fisca
l
year 2022 compared to fiscal year 2021. In absolute terms, airport and handling charges increased by 183%, from €287m
in fiscal year 2021 to €813
m
in fiscal year 2022, broadly reflecting an increase in traffic and s
ectors flown.
Staff costs.
Ryanair's staff
costs, which consist primarily of salaries, wages and benefits, decreased by 59% on
a per passenger basis, while in absolute terms, these
costs increased by 46%, from €472 million in fiscal year 20
21 to
€690m in
fiscal year 2022.
The increase in absolute terms was primarily attributable to increased flight hours and the
gradual removal of pa
y cuts.
Route charges.
Ryanair's route charges
per passenger decreased by 17
%. In absolute terms, r
oute charges
increased by
194%, from €187m in fiscal year 2021 to €
551
m in fiscal year 2022, primarily as a result
of increased
sectors arising from the gradu
al easing of Covid
-
19 tr
avel restrictions.
Depreciation.
Ryanai
r's depreciation per passeng
er d
ecreased by 64%, while in a
bsolute terms these costs
increased by 26% from €571m in fiscal year 2021 to €719m in fisca
l year 2022. The increase was primarily attributable
to the delivery of 61 new B737
-
8
200 “Gamechanger” aircraft during fiscal year 2022, and high
er amortization as a
result
of increased aircraft utiliz
ation.
Marketing, distribution and
other expenses.
Ryanair's marketing, distribution and other operating expenses,
including those applicable to the generati
on of ancillary revenues, decreased b
y 42% on a per passenger
basis in fiscal
year 2022, while in absolut
e terms, these costs increased b
y 104%, from €202m in fiscal year 2021 to €41
1m in fiscal
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
114
113
113
year 2022, with the overall increase r
eflecting higher activity (including incre
ased in
-
flight sales), partially offs
et by
cost
savings.
Maintenance, materials and repairs.
Ryanair's maintenance, materials and repair expenses, whi
ch consist
primarily of the cost of routine m
aintenance provision for leased aircraft and the
overhaul of spare parts, decreased by
65% on a per pas
senger basis, while in absolute terms thes
e expenses increased by 24% from €
207m in fiscal year 2021
to €256m in fiscal year 2022. T
he increase in absolute terms during the fisc
al year was due to higher aircraft utilization.
Operating (loss
)/profit.
As a
result of the factors
outlined above, an operating loss per passenger was re
corded
in both fiscal year 20
22 and fiscal year 2021.
Finance expense.
Ryanair's interest and similar charge
s decreased by €206m, from €297m in fiscal year 2021
to €91m in fiscal year 2022 primarily due to fiscal year 2021 hedge ineffecti
veness charge of €192m (net of tax) in
relation to jet fuel hedges and an €8m charge (net of tax) in relation to ineffective currency cashflow hedg
es arising
from delayed aircraft capital expenditu
re. This was partially offset by a higher average g
ross debt in the year.
Finance income.
Ryanair’s interest income decreased b
y €16m to €0m in fiscal year 2022, primarily due to a gain
from the sale of aircraft in fiscal year 2
021, which was
included in finance incom
e, and negative interest on euro deposits
in fiscal year 2022
.
Foreign exchange
gains/losses.
Ryanair recorded foreig
n exchange gains of €1m in fiscal year 2022, and fore
ign
exchange gains of €12m in fiscal year 202
1, primarily du
e to
the impact of eu
ro exchange rates against U.S.
dollar and
U.K. pound sterling
.
Taxation.
The effe
ctive tax rate for fiscal
year 2022 was approxim
ately 44% credit, as compared t
o an effective
tax rate of approximately 8
% credit in fiscal year 2021, r
eflecting the mix of profits and losses incu
rred by Ryanair’s
operating subsidiaries prim
arily in Ireland, Malta, Poland and the U.K., and
revised assessments of the value of deferred
tax assets in the wake of the Covid
-
1
9 pandemic.
FISCAL Y
EAR 2021 COMP
ARED WITH FISCAL YEAR 2020
A discussion of fiscal year 20
21 compared with fiscal year 2020 is included in Ryanair’s
2021 Annual Report
and Form 20
-
F.
SEASONAL
FL
UCTUATI
ONS
The Company’s results of operations ha
ve varied significantly from quarter to quarter, and management exp
ects
these variations to continue. Among
the factors causing these variations are the airline industry’s sen
sitivity to general
economic conditions and
t
he seasonal nature of air travel. R
yanair typically records h
igher revenues and income in the
first half of each fiscal year ended M
arch 31 than the sec
ond half of such year.
RECENTLY ISSUED
AC
COUNTING
STANDARDS
Please see Note 1 to the consolidated f
inancial statements included in Item 18 for information on recently
issued accounting standar
ds that are material to the Company.
LIQUIDITY AND CAPITAL
RE
SOURCES
Liquidity.
The Company finances its
working capital requirements
through a comb
ination of ca
sh generated
from operations, debt cap
ital market issuances and b
ank loans for general corporate purposes. See “Ite
m 3. Key
Information
Risk Fa
ctors
Risks Related to the Com
pany
The Company Wil
l Incur Significant Costs Acquiring New
114
Aircraft and any insta
bil
ity in the Credit and Capital Markets Could Negatively Impa
ct Ryanair’s Ability to Obtain Financing
on Acceptable Terms” fo
r more information
about risks relating to
liquidity and capital res
ources. The Company had
gross cash resources a
t March 31, 2022
and 2021 of €
3,626
m and €3,150m
, respectively. The €476m increase in gross
cash resources year on ye
ar primarily reflects the increase in for
ward bookings as European G
overnment’s Covid
-
19
travel restrictions eas
ed, offset by capital e
xpenditure of approx
imately €1,18
2m in fiscal year 2022 and the r
epayment
of maturing debt.
The Company’s net cash
inflow from operating
activities in fiscal year 2022 amo
unted to €
1,941
m (fiscal year
2021 net cash outflow of €2,448m).
The €
4,389m
increase in net cash flows from operat
ing activities year on year
primarily reflects the Comp
any’s recovery from the Covid
-
19 travel restrictions.
During fiscal year 2022, Ryanair’s primary cash requiremen
ts have been for operating expenses, refunds in
respect of cancelled services, capital expenditures and payments on indebtedness. Cash generated from operations
and proceeds from a new long
-
term borrowing were the p
rimary sources of cash inflows in fiscal year 2022
. In fiscal
year 2021, Ryanair’s prim
ary cash requirements were f
or
oper
ating expenses, refunds
in respect of cancelled services,
payments due on unutilized fuel hedg
es and payments on indebtedness. Proceeds from long
-
term borrow
ings and net
proceeds from shares issu
ed were the primary source of funding
cash requirements i
n fiscal year 2021.
The Company’s net cash
outflow from investing a
ctivities in fiscal year 2022
totaled €
1,414
m, primarily
reflecting
61 aircraft deliver
ies, aircraft pre
-
delivery dep
osits and capitalized maintenance
.
The Company’s net cash provided by investing activit
ies in fiscal year 2021 totaled €937m, primarily reflecting
a reduction in financial assets and the receipt of supplier reimbursements, offset b
y €295m capital
expenditure in
relation to property, plant a
nd equipment.
Net cash outflows from financing activities (inclusive of net foreign exchange differences) totaled €537m in
fiscal year 2022, largely reflecting the repayment of the Group’s €850m (2014) Eurobond issued at a coupon of 1.875%
and the
£600m HMT and Bank of England CCFF, offset by the issuance of a senior unsecured €1,20
0m Eurobond at a
coupo
n of
0.875%
in May 2021.
Net cash provided by financing activities (inclusive of net foreign exchange di
fferences) totaled €1,623m in
fiscal year 2
021, largely re
flecting proceeds from new borrowings and net proceeds from sh
ares issued offset by
repayments of long
-
term borrowings and
lease liabilities.
Capital Expenditur
es.
Capital Expenditures
in fiscal years 2022 and 2021 were €
1,182
m and
295
m re
spectively.
Prior to fiscal year 2014, Ryanai
r funded a significant portion of its acquisi
tion of new Boeing 737 aircraft and related
equipment through borro
wings under facilities provided by internationa
l financial institutions on the basis of guarantees
issued by the Export
-
Imp
ort Bank of the United
States (“Ex
-
Im Bank”
). At March
31, 2022, Ryanair had a fleet of 471
Boeing 737 aircraft, 50 of whic
h were funded by Ex
-
Im Bank
-
guaranteed financing. At March 31, 2022, over 90%
of
Ryanair’s Boeing 737s were u
nencumbered. Ryanair has g
enerally been able to generate sufficient fund
s from
operations to meet its non
-
aircraft acquisition
-
related working capital requirements. Manag
ement believes that the
working capital available to the Company is su
fficient for its
present requirements and
will be sufficient to meet its
anticipated requirements fo
r capital expenditures and other
cash requirements for fiscal y
ear 2023.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
114
113
year 2022, with the overall increase r
eflecting higher activity (including incre
ased in
-
flight sales), partially offs
et by
cost
savings.
Maintenance, materials and repairs.
Ryanair's maintenance, materials and repair expenses, whi
ch consist
primarily of the cost of routine m
aintenance provision for leased aircraft and the
overhaul of spare parts, decreased by
65% on a per pas
senger basis, while in absolute terms thes
e expenses increased by 24% from €
207m in fiscal year 2021
to €256m in fiscal year 2022. T
he increase in absolute terms during the fisc
al year was due to higher aircraft utilization.
Operating (loss
)/profit.
As a
result of the factors
outlined above, an operating loss per passenger was re
corded
in both fiscal year 20
22 and fiscal year 2021.
Finance expense.
Ryanair's interest and similar charge
s decreased by €206m, from €297m in fiscal year 2021
to €91m in fiscal year 2022 primarily due to fiscal year 2021 hedge ineffecti
veness charge of €192m (net of tax) in
relation to jet fuel hedges and an €8m charge (net of tax) in relation to ineffective currency cashflow hedg
es arising
from delayed aircraft capital expenditu
re. This was partially offset by a higher average g
ross debt in the year.
Finance income.
Ryanair’s interest income decreased b
y €16m to €0m in fiscal year 2022, primarily due to a gain
from the sale of aircraft in fiscal year 2
021, which was
included in finance incom
e, and negative interest on euro deposits
in fiscal year 2022
.
Foreign exchange
gains/losses.
Ryanair recorded foreig
n exchange gains of €1m in fiscal year 2022, and fore
ign
exchange gains of €12m in fiscal year 202
1, primarily du
e to
the impact of euro e
xchange rates against U.S.
dollar and
U.K. pound sterling
.
Taxation.
The effe
ctive tax rate for fiscal
year 2022 was approxim
ately 44% credit, as compared t
o an effective
tax rate of approximately 8
% credit in fiscal year 2021, r
eflecting the mix of profits and losses incu
rred by Ryanair’s
operating subsidiaries prim
arily in Ireland, Malta, Poland and the U.K., and
revised assessments of the value of deferred
tax assets in the wake of the Covid
-
1
9 pandemic.
FISCAL Y
EAR 2021 COMP
ARED WITH FISCAL YEAR 2020
A discussion of fiscal year 20
21 compared with fiscal year 2020 is included in Ryanair’s
2021 Annual Report
and Form 20
-
F.
SEASONAL
FL
UCTUATI
ONS
The Company’s results of operations ha
ve varied significantly from quarter to quarter, and management exp
ects
these variations to continue. Among
the factors causing these variations are the airline industry’s sen
sitivity to general
economic conditions and
t
he seasonal nature of air travel. R
yanair typically records h
igher revenues and income in the
first half of each fiscal year ended M
arch 31 than the sec
ond half of such year.
RECENTLY ISSUED
AC
COUNTING
STANDARDS
Please see Note 1 to the consolidated f
inancial statements included in Item 18 for information on recently
issued accounting standar
ds that are material to the Company.
LIQUIDITY AND CAPITAL
R
ESOURCES
Liquidity.
The Company finances i
ts working capital requirements
through a comb
ination of ca
sh generated
from operations, debt cap
ital market issuances and b
ank loans for general corporate purposes. See “Ite
m 3. Key
Information
Risk Factors
Risks Rela
ted to the Company
T
he Company Will Incur Significant Costs A
cquiring New
114
Aircraft and any insta
bil
ity in the Credit and Capital Markets Could Negatively Impa
ct Ryanair’s Ability to Obtain Financing
on Acceptable Terms” fo
r more information
about risks relating to
liquidity and capital res
ources. The Company had
gross cash resources a
t March 31, 2022
and 2021 of €
3,626
m and €3,150m
, respectively. The €476m increase in gross
cash resources year on year primari
ly reflects the increase in forward booking
s as European Government’s Covid
-
19
travel restrictions eas
ed, offset by capital e
xpenditure of approx
imately €1,18
2m in fiscal year 2022 and the r
epayment
of maturing debt.
The Company’s net cash
inflow from operat
ing activities in fiscal year 202
2 amounted to €
1,941
m (fiscal ye
ar
2021 net cash outflow of €2,448m).
The €
4,389m
increase in net cash flows from operat
ing activities year on year
primarily reflects the Comp
any’s recovery from the Covid
-
19 travel restrictions.
During fiscal year 2022, Ryanair’s primary cash requiremen
ts have been for operating expenses, refunds in
respect of cancelled services, capital expenditures and payments on indebtedness. Cash generated from operations
and proceeds from a new long
-
term borrowing were the p
rimary sources of cash inflows in fiscal year 2022
. In fiscal
year 2021, Ryanair’s prim
ary cash requirements were f
or
oper
ating expenses, refunds
in respect of cancelled services,
payments due on unutilized fuel hedg
es and payments on indebtedness. Proceeds from long
-
term borrow
ings and net
proceeds from shares issu
ed were the primary source of funding
cash requirements i
n fiscal year 2021.
The Company’s net cash
outflow from investing a
ctivities in fiscal year 2022
totaled €
1,414
m, primarily
reflecting
61
airc
raft deliveries, air
craft pre
-
delivery deposits and capi
talized maintenance
.
The Company’s net cash provided by investing activit
ies in fiscal year 2021 totaled €937m, primarily reflecting
a reduction in financial assets and the receipt of supplier reimbursements, offset b
y €295m capital
expenditure in
relation to property, plant a
nd equipment.
Net cash outflows from financing activities (inclusive of net foreign exchange differences) totaled €537m in
fiscal year 2022, largely reflecting the repayment of the Group’s €850m (2014) Eurobond issued at a coupon of 1.875%
and the
£600m HMT and Bank of England CCFF, offset by the issuance of a senior unsecured €1,20
0m Eurobond at a
coupo
n of
0.875%
in May 2021.
Net cash provided by financing activities (inclusive of net foreign exchange di
fferences) totaled €1,623m in
fiscal year 2
021, largely re
flecting proceeds from new borrowings and net proceeds from sh
ares issued offset by
repayments of long
-
term borrowings and lease l
iabilities.
Capital Expenditur
es.
Capital Expenditures
in fiscal years 2022 and 2021 were €
1,182
m and
295
m re
spectively.
Prior to fiscal year 2014, Ryanai
r funded a significant portion of its acquisi
tion of new Boeing 737 aircraft and related
equipment through borro
wings under facilities provided by internationa
l financial institutions on the basis of guarantees
issued by the Export
-
Import Bank of the United States (“Ex
-
Im B
ank”). At March
31, 2022, Ryanair had a fleet of 471
Boeing 737 aircraft, 50 of whic
h were funded by Ex
-
Im Bank
-
guaranteed financing. At March 31, 2022, over 90%
of
Ryanair’s Boeing 737s were u
nencumbered. Ryanair has g
enerally been able to generate sufficient fund
s from
operations to meet its non
-
aircraft acquisition
-
related working capital requirements. Manag
ement believes that the
working capital available to the Comp
any is sufficient for its
present requireme
nts and will be sufficient to meet its
anticipated requirements fo
r capital expenditures and other
cash requirements for fiscal y
ear 2023.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
116
115
115
The following table sets for
th the dates on which and the num
ber of aircraft that will be deliver
ed, returned and
disposed by the Company:
At March 31,
Fiscal Year End
2022
2023
2024
2025
2026
2027
Total
Opening F
leet
452
500
553
603
626
621
452
Firm
deliveries under 2014 B
oeing Contract
61
55
57
37
210
Planned returns or
disposals
(13)
(13)
A320 ope
rating
leases
(2)
(7)
(14)
(5)
(1)
(29)
Closing Fleet
500
553
603
626
621
620
620
Capital Resources
. Ryanair’s debt (including curren
t maturities) totaled €5,427
m
at March 31, 2021 and
€5,077m
at March 31, 2022, with the change being primarily attributable to the repayment of
the Group’s €850m (2014) Eurobond
issued at a coupon of 1.875% and the earl
y repayment of the £600m HMT and Bank of Engl
and CCFF, offset by the
issuance of a senior
u
nsecured €1,200m Eurobond a
t a coupon of 0.875% in May 2021
. Please see the table “Obligations
Due by Period” on page
118
for more information
on Ryanair’s long
-
term debt
(including current maturities) and leases
as of March 31, 2022. See also Note 12 to the consolidated financial statements included in Item 18 for further
information on the maturity
profile of the interest
rate structur
e and other information on the Company’s borrowings.
At Marc
h 31, 2022,
50
of the aircraft in Ryanair’s fleet had been
financed through loan facilities with various
financial institutions active in the structured expor
t finance sector and supported by a loan guarantee from Ex
-
Im
Bank.
Each of these facilities takes essentially t
he same form and is based on the documentati
on developed by Ryanair and
Ex
-
Im Bank, which follows standard market forms for this type of financing. In November 2010, Ryanair financed 7
aircraft through a U.S. dollar
-
denominated Ex
-
Im Bank Cap
ital Markets P
roduct (“Eximbond”). The Exim
bond has
essentially the same characteristics as all previous Ex
-
Im Bank guaranteed financings with no additional obligations on
Ryanair. On the basis of
an Ex
-
Im Bank guar
antee with regard to the finan
cing of up to
85
% of
the
eligible U.S. and foreign
content represented in the net purchase price of the relevant aircraft, the financial institution investor enters into a
commitment letter with the Company to provide financing for a sp
ecified number of aircraft benefiting fro
m such
guarantee; loans are then
drawn down as the a
ircraft are delivered and paymen
ts to Boeing become du
e. Each of the
loans under the fa
cilities are on substantially simil
ar terms, having a maturity of 1
2 years from the drawd
own date and
being secured by a first priority mortgage in fav
or of a security trustee on behalf of Ex
-
Im Bank.
Through the use of interest rate sw
aps or cross currency interest rate swaps, R
yanair has effectively convert
ed
a portion of its floating
-
rate deb
t under its financing facilities into fixed
-
ra
te debt. Approximately 16% of the loans for
the aircraft acquired under
the above facilities are not covered by su
ch swaps and have therefore rema
ined at floating
rates linked to EURIBOR, th
is is currently managed as part of the Ryanai
r risk manag
ement strategy. The net result is
that Ryanair has effectively swapped or drawn down fixed
-
rate eur
o
-
denominated debt with remaining maturities of up
to 5 years in respect of appr
oximately 86% of its outstanding
aircraft debt financing at March
31, 2022
and approximately
16% of total debt was floating rate at that date.
Ryanair’s ability to obtain add
itio
nal loans pu
rsuant to each of the facilities to finance the price of future Boeing
737
-
8200 aircraft purchases is subject to the issuance of f
u
rther bank commitments and the satisfac
tion of various
contractual conditions. These conditions include, am
ong other things, the execution of satisfactory documentation, the
requirement that Ry
anair perform all of its obl
igations under the Boeing ag
reemen
ts and provide satisfa
ctory security
interests in the aircraft (and related assets) in favor of the lenders and Ex
-
Im
Bank,
and that Ryanair not suffer a m
aterial
adverse change in its conditions or prospects (finan
cial or otherwise). In addition, as a res
ult of the Company obtaining
a BBB (stable) credit rating from Standard & Poor’s (“S&P”) and Fitch Ratings and following Ry
anair’s issuance of €850m
in 1.875% unsecured Eurobonds with a 7
-
year tenor in June 2
014 (repaid in June 2021), issuance of €850m in
1.125%
unsecured Eurobonds with an 8
-
year tenor in March 2015, issuance of €750m in
1.125% unsecured Eurobonds with an
6.5-
year tenor in February 2017, issuance of €850m in 2.875% unsecured Eurobonds with a 5
-
year tenor in September
2020 and €
1,200m un
secu
red Eurobonds with a 5
-
year tenor at
a coupon of 0.875% in May 2021 under its EMTN
116
program, the Company may decide in the future to issue additional debt from capital markets to finance future aircraft
deliveries. As part of its Ex
-
Im Bank gu
arantee
-based
fi
nancing of the Boeing 737s, Ryanair has entered into certain lease
agreements and related arrangements.
Pursuant to these arrangements, legal title to
50
airc
raft delivered and remaining
in the fleet as of March 31, 2022 rests with a number of United Sta
tes special purpose vehicles (the “SPVs”). SPVs are
the borrowers of record under the loans made or to be m
ade under the facilities, with all of their o
bligations
under the
loans being guaranteed by Ryana
ir Holdings.
These aircraft are finan
ced using a st
andard E
x
-
Im Bank “orphan”
ownership structure. The shares of the SPV
s
(which are owned by an unrelated charitable association and
not by Ryanai
r) are in turn pledged to a security trustee in
favor of Ex
-
Im Bank and th
e lenders. Ryanair operates each of th
e aircraft pursuant to a lease it has entered
into with
the SPVs, the terms of
which mirror those of the releva
nt loans under the facilities.
Ryanair has the right to purchase the
aircraft upon termination of the lease for a nominal am
ount. Pursuant to thi
s arrangem
ent, Ryanair is considered to own
the aircraft for ac
counting purposes under IFRS.
Ryanair does not use sp
ecial purpose entities for off
-
bala
nce sheet
financing or any other purpose which results in assets or liabilities not being reflec
ted in Ry
anair’s consolidate
d financial
statements. In addition to its purchase option under the lease, Ryanair is entitled to rec
eive the balance of any proceeds
received in respect of the a
ircraft that remain after Ex
-
Im Bank and the lenders
are paid what they are
owed under the
loan guarantees.
Ryanair has a track record
in securing finance for similar sized a
ircraft purchases. The 1
998, 2002, 2003 and
2005 Boeing Contracts totaling 348 aircraft were financed with approximately 66% U.S. Ex
-
Im Bank loan guarante
es and
capital markets (with 85% loan to value) finan
cing, 24% through sale and leaseb
ack financing, and 10% through
Japanese Operating Leases
with Call
Options (JOLCOs)
and commercial debt. See “Item 5. Operating and
Financial
Review and Prospects
L
iquidi
ty and Capital Resources.”
Under the Aviation Sector Understanding which came into effect from Janu
ary 1, 2013, the fees
payable to Ex
-
Im Bank for the provision of loan guar
antees significantly increased, thereb
y making it more expensive than more
tradit
ional forms of fin
ancing. As a result, Ryanair’s current intent
ion is to finance the new aircraft obta
ined under the
2014 Boeing Contract throu
gh a combination of internally genera
ted cash flows, debt financing fr
om commercial banks,
debt financing through
the c
apital markets in a secured and unsecured manner, JOLCOs and sale and leasebacks. These
forms of financing are g
enerally accepted in the
aviation industry and are
currently widely available for c
ompanies who
have the credit quality of Ryanair. Ryanai
r may periodically use Ex
-
Im B
ank loan g
uarantees when appropriat
e. Ryanair
intends to finance pre
-
delivery payments (“Air
craft Deposits”) to Boeing in resp
ect of the new aircraft via
internally
generated cash flows simi
lar to all previous Aircr
aft Deposit p
ayments.
At March 31, 2022, Ryanair had
29 leased
Airbus A32
0 aircraft in the Lauda Europe fleet. As a resu
lt, Ryanair
operates, but does not own, these
aircraft, which were leased to provide flexibi
lity for the aircraft delivery program.
Ryanair has no
right or obligation to acquire these aircraft at the end of the relevant lease terms. All
29
leases
are U.S.
dollar-
denominated and require Ryanair to make fixed rental payments and, following the adoption of IFRS16 are shown
as lease liabilities on the G
roup’s balance sheet (with related right of use assets also recognized). Unless they are
extended,
9
of these
leases are due to matu
re in the next 2 years. In additi
on to the above, the Comp
any financed 30 of
the Boeing 737 aircraft delivered between March
2005 and
March 2014
with 13
-
year euro
-
denominated JOLCOs. None
of these JOLCO arrang
ements are still outstanding
as of March 31, 2022. T
hese structures were or
iginally accounted
for as finance leases under IAS 17 and were initially recorded at fair value
on the Group’s balance sheet. Under each of
these contracts, Ryanair h
ad a call option to purch
ase the aircraft at a pre
-
determined p
rice after a period of 10.5 years.
Since, under each of the Group’s leases, the Group has a co
mmitment to maintain the rel
evant aircraft, an
accounting provision is made du
ring the lease term for this obligation based on estimated future
costs of major airframe
checks, engine maintenanc
e checks and restitution of major life limited parts by making appropriate charges to the
i
ncome statement c
alculated by reference to the numb
er of hours or cycles operated during the ye
ar. Under IFRS, the
accounting treatment for these costs with respect to leased aircraft differs from th
at for aircraft owned by the Company,
for which such cost
s are ca
pitalized and depreciated.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
116
115
The following table sets for
th the dates on which and the num
ber of aircraft that will be deliver
ed, returned and
disposed by the Company:
At March 31,
Fiscal Year End
2022
2023
2024
2025
2026
2027
Total
Opening F
leet
452
500
553
603
626
621
452
Firm
deliveries under 2014 B
oeing Contract
61
55
57
37
210
Planned returns or
disposals
(13)
(13)
A320 ope
rating
leases
(2)
(7)
(14)
(5)
(1)
(29)
Closing Fleet
500
553
603
626
621
620
620
Capital Resources
. Ryanair’s debt (including curren
t maturities) totaled €5,427
m
at March 31, 2021 and
€5,077m
at March 31, 2022, with the change being primarily attributable to the repayment of
the Group’s €850m (2014) Eurobond
issued at a coupon of 1.875% and the earl
y repayment of the £600m HMT and Bank of Engl
and CCFF, offset by the
issuance of a senior
u
nsecured €1,200m Eurobond a
t a coupon of 0.875% in May 2021
. Please see the table “Obligations
Due by Period” on page
118
for more information
on Ryanair’s long
-
term debt
(including current maturities)
and leases
as of March 31, 2022. See also Note 12 to the consolidated financial statements included in Item 18 for further
information on the maturity
profile of the interest
rate structur
e and other information on the Company’s borrowings.
At Marc
h 31, 2022,
50
of the aircraft in Ryanair’s fleet had been
financed through loan facilities with various
financial institutions active in the structured expor
t finance sector and supported by a loan guarantee from Ex
-
Im
Bank.
Each of these facilities takes essentially t
he same form and is based on the documentati
on developed by Ryanair and
Ex
-
Im Bank, which follows standard market forms for this type of financing. In November 2010, Ryanair financed 7
aircraft through a U.S. dollar
-
denominated Ex
-
Im Bank Cap
ital Markets P
roduct (“Eximbond”). The Eximb
ond ha
s
essentially the same characteristics as all previous Ex
-
Im Bank guaranteed financings with no additional obligations on
Ryanair. On the basis of
an Ex
-
Im Bank guar
antee with regard to the finan
cing of up to
85
% of
the
eligible U.S. and foreign
content represented in the net purchase price of the relevant aircraft, the financial institution investor enters into a
commitment letter with the Company to provide financing for a sp
ecified number of aircraft benefiting fro
m such
guarantee; loans are then
drawn down as the a
ircraft are delivered and paymen
ts to Boeing become du
e. Each of the
loans under the fa
cilities are on substantially simil
ar terms, having a maturity of 1
2 years from the drawd
own date and
being secured by a first priority mortgage in fav
or of a security trustee on behalf of Ex
-
Im Bank.
Through the use of interest rate sw
aps or cross currency interest rate swaps, R
yanair has effectively convert
ed
a portion of its floating
-
rate deb
t under its financing facilities into fixed
-
ra
te debt. Approximately 16% of the loans for
the aircraft acquired under
the above facilities are not covered by su
ch swaps and have therefore rema
ined at floating
rates linked to EURIBOR, th
is is currently managed as part of the Ryanai
r risk manag
ement strategy. The net result is
that Ryanair has effectively swapped or drawn down fixed
-
rate eur
o
-
denominated debt with remaining maturities of up
to 5 years in respect of appr
oximately 86% of its outstanding
aircraft debt financing at March
31, 2022
and approximately
16% of total debt was floating rate at that date.
Ryanair’s ability to obtain add
itio
nal loans pu
rsuant to each of the facilities to finance the price of future Boeing
737
-
8200 aircraft purchases is subject to the issuance of f
u
rther bank commitments and the satisfac
tion of various
contractual conditions. These conditions include, am
ong other things, the execution of satisfactory documentation, the
requirement that Ry
anair perform all of its obl
igations under the Boeing ag
reemen
ts and provide satisfa
ctory security
interests in the aircraft (and related assets) in favor of the lenders and Ex
-
Im
Bank, and that Ryanair not suffer a material
adverse change in its conditions or prospects (finan
cial or otherwise). In addition, as a res
ult of the Company obtaining
a BBB (stable) credit rating from Standard & Poor’s (“S&P”) and Fitch Ratings and foll
owing Ryanair’s issuance of €850m
in 1.875% unsecured Eurobonds with a 7
-
year tenor in June 2
014 (repaid in June 2021), issuance of €850m in
1.125%
unsecured Eurobonds with an 8
-
year tenor in March 2015, issuance of €750m in
1.125% unsecured Eurobonds with an
6.5-
year tenor in February 2017, issuance of €850m in 2.875% unsecured Eurobonds with a 5
-
year tenor in September
2020 and €
1,200m un
secu
red Eurobonds with a 5
-
year tenor at
a coupon of 0.875% in May 2021 under its EMTN
116
program, the Company may decide in the future to issue additional debt from capital markets to finance future aircraft
deliveries. As part of its Ex
-
Im Bank gu
arantee
-based
fi
nancing of the Boeing 737s, Ryanair has entered into certain lease
agreements and related arrangements.
Pursuant to these arrangements, legal title to
50
airc
raft delivered and remaining
in the fleet as of March 31, 2022 rests with a number of United Sta
tes special purpose vehicles (the “SPVs”). SPVs are
the borrowers of record under
the loans made or to be made under the facilities, with all of their obligations u
nder the
loans being guaranteed by Ryana
ir Holdings.
These aircraft are finan
ced using a st
andard E
x
-
Im Bank “orphan”
ownership structure. The shares of the SPV
s
(which are owned by an unrelated charitable association and
not by Ryanai
r) are in turn pledged to a security trustee in
favor of Ex
-
Im Bank and th
e lenders. Ryanair operates each of th
e aircraft pursuant to a lease it has entered
into with
the SPVs, the terms of
which mirror those of the releva
nt loans under the facilities.
Ryanair has the right to purchase the
aircraft upon termination of the lease for a nominal am
ount. Pursuant to thi
s arrangem
ent, Ryanair is considered to own
the aircraft for ac
counting purposes under IFRS.
Ryanair does not use sp
ecial purpose entities for off
-
bala
nce sheet
financing or any other purpose which results in assets or liabilities not being reflec
ted in Ry
anair’s consolidate
d financial
statements. In addition to its purchase option under the lease, Ryanair is entitled to rec
eive the balance of any proceeds
received in respect of the aircr
aft that remain after Ex
-
Im Bank and the lenders are p
aid what they ar
e owed und
er the
loan guarantees.
Ryanair has a track record
in securing finance for similar sized a
ircraft purchases. The 1
998, 2002, 2003 and
2005 Boeing Contracts totaling 348 aircraft were financed with approximately 66% U.S. Ex
-
Im Bank loan guarante
es and
capital markets (with 85% loan to value) finan
cing, 24% through sale and leaseb
ack financing, and 10% through
Japanese Operating Leases
with Call
Options (JOLCOs)
and commercial debt. See “Item 5. Operating and
Financial
Review and Prospects
L
iquidi
ty and Capital Resources.”
Under the Aviation Sector Understanding whi
ch came into effect from January 1, 2013, the fees payable to Ex
-
Im Bank for the provision
of loan guarantees significantly increased, thereb
y making it more expensive than more
tradit
ional forms of fin
ancing. As a result, Ryanair’s current intent
ion is to finance the new aircraft obta
ined under the
2014 Boeing Contract thr
ough a combination of interna
lly generated cash flows, deb
t financing from commercial banks,
debt financing through
the capit
al markets in a secured and unsecured manner, JOLCOs and sale and leasebacks. These
forms of financing are g
enerally accepted in the
aviation industry and are
currently widely available for c
ompanies who
have the credit quality of Ryanair. Ryanair may periodically use Ex
-
Im Bank loan guarantees when appropriate. Ryanair
intends to finance pre
-
delivery payments (“Air
craft Deposits”) to Boeing in resp
ect of the new aircraft via
internally
generated cash flows simi
lar to all previous Aircr
aft Deposit p
ayments.
At March 31, 2022, Ryanair had
29 leased Airbus A32
0 aircraft in the Lauda Eur
ope fleet. As a result, Ryanair
operates, but does not own, these
aircraft, which were leased to provide flexibi
lity for the aircraft delivery program.
Ryanair has no
right or obligation to acquire these airc
raft at the end of the relevant lease terms. All
29
lease
s
are U.S.
dollar-
denominated and require Ryanair to make fixed rental payments and, following the adoption of IFRS16 are shown
as lease liabilities on the G
roup’s balance sheet (with related right of use assets also recognized). Unless they are
extended,
9
of these
leases are due to matu
re in the next 2 years. In additi
on to the above, the Comp
any financed 30 of
the Boeing 737 aircraft delivered between March
2005 and
March 2014
with 13
-
year euro
-
denominated JOLCOs. None
of these JOLCO arrang
ements are still outstanding
as of March 31, 2022. T
hese structures were or
iginally accounted
for as finance leases under IAS 17 and were initially recorded at fair value
on the Group’s b
alance sheet. Under each o
f
these contracts, Ryanair h
ad a call option to purch
ase the aircraft at a pre
-
determined p
rice after a period of 10.5 years.
Since, under each of the Group’s leases, the Group has a commitment to maintain the rel
evant aircraft, an
accounting provision is made du
ring the lease term for this obligation based on estimated future
costs of major airframe
checks, engine maintenance checks and restitution of major life limited parts by making appropriate charges to the
i
ncome statement c
alculated by reference to the numb
er of hours or cycles operated during the ye
ar. Under IFRS, the
accounting treatment for th
ese costs with respect to leased aircraft differs from th
at for aircraft owned by the Company,
for which such cost
s are ca
pitalized and depreciated.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
118
117
117
Ryanair currently has corporate ratings of BB
B (
stable) from both S&P and Fitch Ratings and a €5bn
EMTN
program. Ryanair issued €850m in unsecured Eurobonds with a 7
-
year tenor at a coupon of 1.875% in June 2014 (repaid
in June 2021), €850
m in unsec
ured Eurobonds
with an 8
-
year tenor at a c
oupon of 1.125% in March 2015
, €750m in
unsecured Eurobonds with a 6.5
-
year tenor at a coupon of 1.125% in February 2017, €850m in unsecured Eurobonds
with a 5
-year tenor at a coupon of
2.875% in September 2020, and €1,200m in
unsecured Eurobonds with a 5
-year tenor
at a coupon of 0.875% in May 2021
under this program. All of these issuances a
re guaranteed by Ryanair Hold
ings. The
Company used the proceeds from thes
e issuances for genera
l c
orporate purposes.
In May 2019, Ryanair DAC entered
into a €750m general corporate purposes uns
ecured term loan facility, with
a syndicate of 10 banks. T
he facility is at a cost of 0.75%
per annum and has a 5
-
year
tenor. Additionally, in April 2020,
Ry
anair raised £600m unsecured debt under the HMT and Bank of England CCFF at a 0.44% interest rate. This debt was
subsequently extended in March 2021 for a further 12 months at a 0.46% interest rate and was repaid in full in October
2021.
CONTRACTUAL OBLIG
ATIONS
The table below sets forth the contrac
tual obligations and commercial commit
ments of the Company with
definitive payment terms, which will require significant cash outlays in the future, as of March 31, 2022. These
obligations primarily relate to R
yan
air’s aircraft purchase and related financing obligations, which are describ
ed in more
detail above. For additional
information on the Company’s contra
ctual obligations and commercial comm
itments, see
Note 23 to the consolidated financial statements in
cluded in I
tem 18.
The amounts listed under “Purchase Obligati
ons” in the table reflect future obligations for
firm aircraft
purchases under the existi
ng 2014 Boeing Contract. This table is calculated by
multiplying the number of firm aircraf
t
the Group is obligated to purchase under its agreement with Boeing during the relevant period by the standard
list price
o
f approximately U.S. $10
2.5m for each ai
rcraft, adjusted for (i) basic
credits (approximately 60% of the standard list
price); (ii) price escalation over the original scheduled d
elivery timeframe; and (iii) advance pa
yments paid in prior fiscal
years. The
dollar-
denominated oblig
ations are converted into euro
at
the year
-e
nd
exchange r
ate of U.S. $
1.1065
=
€1.00
.
T
he Group is eligible for further cust
omer specific credits, refle
ctive, inter alia, of its longstand
ing partnership with
Boeing, its launch cust
omer status
for the Boeing 737
-
8200 aircraft, its co
mmitment to purchase 210 Boeing 73
7
-
8200
aircraft under the 2014 Boeing Contract and the delayed commen
cement of aircraft deliveries. These customer sp
ecific
credits are not included in the
table below but will reduce the averag
e amount payable per aircraft, and therefore
, the
Group’s obligations due under the 2014 Boeing Contract. The Group considers that Boeing customer specific credits
are not material to the Group’s cash outflows over the time horizo
n of the 2014 Boeing contract. Under the terms o
f the
2014 Boeing Contract, the G
roup is required to make periodic advan
ce payments of the purchase price f
or aircraft it has
agreed to purchase over the two
-
y
ear period preceding the scheduled delivery of a
ircraft with the balance of the purchase
price being due at the time of delivery. Pur
chase Obligations detailed below are based
on an agreed delivery schedule
as of March 31, 20
22
.
118
The amounts listed under “Operat
ing Lease Obligations” reflect the Compan
y’s
obligations under its aircraft
operating lease arrangements
at March 31, 2022.
Obligations Due
by
Period
Contractual Obligation
s
Total
Less
than
1
year
1-2
ye
ars
2-5
ye
ars
After
5
years
€M
€M
€M
€M
€M
Debt (
a)
4,939
1,224
860
2,855
Purchase Obligation
s (b)
5,828
2,151
2,230
1,447
Operating Lease O
bligations
141
59
52
30
Future Interest P
ayments (c)
184
62
50
72
Total Contractual O
bligations
11,092
3,496
3,192
4,404
(a)
For additi
onal information
on Ryanair’s
debt obligations, see
No
te
12 an
d
No
te
23 to t
he consoli
dated financial st
atements inclu
ded in
Item 18.
(b)
T
his reflects the 149
firm aircraft ordered under
the 2014 Boeing
Contract (61 already d
elivered in fiscal
year 2022) assumin
g deli
very
of 55 aircraft in
fiscal year 2023,
57 in fiscal year 2024
and 37 in 2025. F
or additional inf
ormation on the Company’
s p
urchase obligation,
see
Note
23 to the consolidated
f
inancial st
atements included
in Item 18.
(c)
In determining an appropri
ate methodology to e
stimate future in
terest payments, the C
ompany has applied
either the applica
ble
f
i
xed
rate or currently a
pplicable variable rate where
appropriate. These inter
est rates are
subject to change and
a
mounts actuall
y due ma
y
be higher or l
ower than
not
e
d in the table above.
TREND INFORMA
TION
For information concerning the principal trends and uncertaint
ies affecting the Co
mpany’s resu
lts of o
perations
and financial condition, see “Item 3. Key Information
Risk Factors,” “Item 5. Operating and Financial Review and
Prospects
Business Ove
rview,” “
Results of Operations,” “
Liquidity and Capital Resources” and “Item 4. Informati
on
on the Company
Strategy
Responding to Market Challenges
above.
OFF
-
BALANCE SHEET
TRANSACT
IONS
The Company uses certain off
-
balance sheet arrangements in the ordinary course of business, includi
ng
financial guarantees. De
tails of these arrangements th
at have or are reasonably lik
ely to have a current or future material
effect on the Company’s financial condition, results of operations, liquidit
y or capital resources are discussed below.
Guarantees.
Ryan
air Holdings has provided an aggregate of approx
imately
€5,085m (as
at March
31, 2022)
in
letters of guarantee to secure obligati
ons of certain of its subsidiaries in respect
of loans, capital market transactions
and bank advances, in
cluding those relating to airc
raft financing and related hedg
ing trans
actions. This amount
excludes guarantees given in relation to the 2014 Boeing Contract under which there was a tota
l of 149 firm aircraft
under order
and yet to be delivered
as at March 31, 2022 amounting to approximately U.S. $
6.99
bn at the standard list
price of US$102.5m (net of basic credits and reflective of price escalation over the originally scheduled delivery
timeframe).
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
118
117
Ryanair currently has corporate ratings of BB
B (
stable) from both S&P and Fitch Ratings and a €5bn
EMTN
program. Ryanair issued €850m in unsecured Eurobonds with a 7
-
year tenor at a coupon of 1.875% in June 2014 (repaid
in June 2021), €850
m in unsec
ured Eurobonds
with an 8
-
year tenor at a c
oupon of 1.125% in March 2015
, €750m in
unsecured Eurobonds with a 6.5
-
year tenor at a coupon of 1.125% in February 2017, €850
m in unsecured Eurobonds
with a 5
-year tenor at a coupon of
2.875% in September 2020, and €1,200m in
unsecured Eurobonds with a 5
-year tenor
at a coupon of 0.875% in May 2021
under this program. All of these issuances a
re guaranteed by Ryanair Hold
ings. The
Company used the proceeds from thes
e issuances for genera
l c
orporate purposes.
In May 2019, Ryanair DAC entered
into a €750m general corporate purposes uns
ecured term loan facility, with
a syndicate of 10 banks. T
he facility is at a cost of 0.75%
per annum and has a 5
-
year
tenor. Additionally, in April 2020,
Ry
anair raised £600m unsecured debt under the HMT and Bank of England CCFF at a 0.44% interest rate. This debt was
subsequently extended in March 2021 for a further 12 months at a 0.46% interest rate and was repaid in full in October
2021.
CONTRACTUAL OBLIG
ATIONS
The table below sets forth the contrac
tual obligations and commercial commit
ments of the Company with
definitive payment terms, which will require significant cash outlays in the future, as of March 31, 2022. These
obligations primarily relate to R
yan
air’s aircraft purchase and related financing obligations, which are describ
ed in more
detail above. For additional
information on the Company’s contra
ctual obligations and commercial comm
itments, see
Note 23 to the consolidated financial statements in
cluded in I
tem 18.
The amounts listed under “Purchase Obligati
ons” in the table reflect future obligations for
firm aircraft
purchases under the existi
ng 2014 Boeing Contract. This table is calculated by
multiplying the number of firm aircraf
t
the Group is obligated to purchase under its agreement with Boeing during the relevant period by the standard
list price
o
f approximately U.S. $10
2.5m for each aircraft, adjusted for (i) basic credits (approximately 60% of the sta
ndard list
price); (ii) price escalation over the original scheduled d
elivery timeframe; and (iii) advance pa
yments paid in prior fiscal
years. The
dollar-
denominated oblig
ations are converted into euro
at
the year
-e
nd
exchange r
ate of U.S. $
1.1065
=
€1.00
.
T
he Group is eligible for further cust
omer specific credits, refle
ctive, inter alia, of its longstanding
partnership with
Boeing, its launch cust
omer status
for the Boeing 737
-
8200 aircraft, its co
mmitment to purchase 21
0 Boeing 737
-
8200
aircraft under the 2014 Boeing Contract and the delayed commen
cement of aircraft deliveries. These customer sp
ecific
credits are not included in the
table below but will reduce the aver
age amount payable per aircraft, and therefore
, the
Group’s obligations due under the 2014 Boeing Contract. The Group considers that Boeing customer specific credits
are not material to the Group’s cash outflows over the time horizo
n of the 2014 Boeing contract. Under the ter
ms of the
2014 Boeing Contract, the G
roup is required to make periodic advan
ce payments of the purchase price f
or aircraft it has
agreed to purchase over the two
-
y
ear period preceding the scheduled delivery of a
ircraft with the balance of the purchase
price being due at the time of delivery. Pur
chase Obligations detailed below are based
on an agreed delivery schedule
as of March 31, 20
22
.
118
The amounts listed under “Operat
ing Lease Obligations” reflect the Compan
y’s
obligations under its aircraft
operating lease arrangements
at March 31, 2022.
Obligations Due
by
Period
Contractual Obligation
s
Total
Less
than
1
year
1-2
ye
ars
2-5
ye
ars
After
5
years
€M
€M
€M
€M
€M
Debt (
a)
4,939
1,224
860
2,855
Purchase Obligation
s (b)
5,828
2,151
2,230
1,447
Operating Lease O
bligations
141
59
52
30
Future Interest P
ayments (c)
184
62
50
72
Total Contractual O
bligations
11,092
3,496
3,192
4,404
(a)
For addit
ional information
on Ry
anair’s
debt obligations, see
Note
12 an
d
No
te
23 to
the consoli
dated financial
statements inclu
de
d in
Item 18.
(b)
T
his reflects the 149
firm aircraft ordered under
the 2014 Boeing
Contract (61 already d
elivered in fiscal
year 2022) assumin
g deliv
ery
of 55 aircraft in
fiscal year 2023,
57 in fiscal year 2024
and 37 in 2025. F
or additional inf
ormation on the Company’
s p
urchase obligation,
see
Note
23 to the consolidated
financial statement
s included in
Item 18.
(c)
In determining an appropri
ate methodology to e
stimate future in
terest payments, the C
ompany has applied
either the applica
ble
f
i
xed
rate or currently a
pplicable variable rate where
appropriate. These inter
est rates are
subject to change and
amounts actually d
ue
ma
y
be higher or l
ower than
not
e
d in the table above.
TREND INFORMA
TION
For information concerning the principal trends and uncertaint
ies affecting the Co
mpany’s
results of o
perations
and financial condition, see “Item 3. Key Information
Risk Factors,” “Item 5. Operating and Financial Review and
Prospects
Business Ove
rview,” “
Results of Operations,” “
Liquidity and Capital Resources” and “Item 4. Informati
on
on the Company
Strategy
Responding to Market Challenges
above.
OFF
-
BALANCE SHEET
TRANSACT
IONS
The Company uses certain off
-
balance sheet arrangements in the ordinary course of business, includi
ng
financial guarantees. De
tails of these arrangements th
at have or are reasonably lik
ely to have a current or future material
effect on the Company’s financial conditi
on, results of operations, liquidity or capital resources are dis
cussed below.
Guarantees.
Ryan
air Holdings has provided an aggregate of approx
imately
€5,085m (as
at March
31, 2022)
in
letters of guarantee to secure obligati
ons of certain of its subsidiaries in respect
of loans, capital market transactions
and bank advances, in
cluding those relating to airc
raft financing and related hedg
ing trans
actions. This amount
excludes guarantees given in relation to the 2014 Boeing Contract under which there was a total of 149 firm airc
raft
under order
and yet to be delivered
as at March 31, 2022 amounting to approximately U.S. $
6.99
bn at the standard list
price of US$102.5m (net of basic credits and reflective of price escalation over the originally scheduled delivery
timeframe).
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
120
119
119
Item 6.
Directors, Senior Management a
nd Employees
Ryanair Holdings was esta
blished in 1996 as a holding company for Ryanair. Th
e management of Ryanai
r
Holdings and Ryanair are in
tegrated, with the two companies having the same Direct
ors and Executive Officers.
DIRECTORS
The following table sets forth certain inform
ation concerning the Directors of Ryanair Holding
s and Ryanair as
of July
21, 2022:
Name
Age
Positions
Stan McCarthy (b)(c)
64
Chairman & Director
Louise Phelan (b)(c)
55
Senior Independent Directo
r
Róisín Brennan (a)(d)
57
Direct
or
Michael Cawley (b)(d)
68
Direct
or
Emer Daly
(a)
59
Direct
or
Geoff Doherty (a)
51
Direct
or
Howard Millar (b)(c)
61
Direct
or
Dick Milliken (a)
71
Direct
or
Mike O’Brien (e)
78
Direct
or
Michael O’Leary (b)
61
Director & Group CEO
Julie O’Neill (d)
67
Direct
or
(a)
Aud
it Committee.
(d)
Remuneration Committee.
(b)
Executive Committee.
(e)
S
afety & Security Committee.
(c)
Nomin
ation Committee.
Stan McCarthy
w
as appointed as a Director of R
yanair in May 2017, Deputy Chai
rman in April 2019 and
Ch
airman in
June 2020. M
r. McCarthy was Chief Executive of Ker
ry Group plc from Januar
y 2008 until September 2017. Mr.
McCarthy
joined Kerry Group in 1976 and worked in a number of finance roles before being appointed as Vice President of Sales
and Marketi
ng in the U
SA in 1991, as President of
Kerry North America
in 1996 and as a Director of Kerr
y Group in 1999.
Mr. McCarthy is an investor, advisor and Board member of a sm
all number o
f privately
-
owned companies in
diverse
industries. An active philant
hropis
t in both Ireland and the U.S., he donates to variou
s organizations in health, education
and poverty reduction. He has du
al Irish and U.S. citizenship.
Louise Phelan
has served as a Director since December 201
2 and was appointed Senio
r Independent Directo
r (SID) in
June 2020, having previously been Group CEO of the Phelan Energy Group, and for
mer Vice President of PayPal (leading
a global team in Continental Europe, Middle East and Africa). Prior to that she spent 16 years with General Electric in
variou
s
leadership roles. Ms. Phelan is a member of the Top Level Appointments Committee (TLAC) for the o
ffice of An
Taoiseach. She is an Irish citizen.
Róisín Br
ennan
has served as a Director since May 2018. M
s. Brennan is a for
mer Chief Executive of IBI
Corp
orate
Finance Ltd. where she had extensive experience advising p
ublic co
mpanies in Ireland. She is currently a Non
-Executive
Director of Musgrave Grou
p plc, Glanbia plc and Dell Bank International DAC ha
ving previously been a Non
-Executive
Director of
DCC plc from 2005
until 2016 and Hibernia REIT plc from 2019 to 2022. She is an Irish Citizen.
Michael Cawley
has served
as a Director since Septem
ber 2014. Mr. Cawley previo
usly worked with Ryanair f
or 17 years
as Deputy CEO and COO unt
il he retired in M
arch 2014. Mr. Cawle
y’s other Non
-
Executive Dir
ectorships include Kingspan
Group plc and Hostelworld
Group plc, and he is a former Director of Flutter Entertainment plc. He is an Irish citizen.
Emer Daly
has served as
a Director of Ryanair since December
2017. Ms. Daly is currentl
y Board Chairman at RSA
Insurance Ireland DAC and a Non
-
Executive Director of Chetwood Financ
ial Limited and RGA International Reinsurance
120
Company DAC. Ms. Daly previously served as a N
on
-
Executive D
irector of Permanent T
SB Group
plc and as a Director
of Payzone plc. Ms. Daly also held senior roles with P
wC and AXA Insurance for over 20 years. She is an Irish citizen.
Geoff Doherty
was ap
pointed as a Director of Ryanair in October 2021. Mr. Doherty is the G
roup Chief Financial Off
icer,
and an executive director of King
span Group plc. Prior to that, he was an executive director and Chief Finan
cial Officer
of Greencore Group plc. He is an Irish
citiz
en.
Howard Millar
w
as appointed as a Director of Ryanair in Aug
ust 2015. Mr. Millar
had served as Ryanair’s Deputy CEO
and CFO from 2003 to December 2014 having previously been Director of Finance from 1993 and Financial Controller in
1992. Mr. M
illar c
urrently serves as
CEO of Sirius Aviation Capita
l Holdings Ltd., a global aircraft l
es
sor. Mr. Millar is
Non
-
E
xecutive Chairman of Fast Colomb
ia, the holding company for the airl
ines Viva Colombia and Viva Pe
ru. He is an
Irish citizen.
R.A. (Dick) Milliken
has served as a Director since July 2013 having p
reviously been Chief Financial Offi
cer of Alma
c
Group and former Chief Exe
cutive of Lamont plc. Mr. Milliken is currently Chairman
of both the Lotus Group (a Northern
Ireland based property c
ompany) and CV6 Inc, a Life Sciences spin
-
out from Quee
ns University Belfast and is a Director
of a
number of private comp
anies. He is a former Council Member of the Institut
e of Chartered Accountants in Ireland
and a former Director of Bank of Ireland Mortgag
es. He is a British citizen.
Mike O’Brien
was appointed as a Director of Ryanair in May 2016. Prior to that, he was Head of Flight Operations
Inspectorate with the Malt
ese Civil Aviation Authority until he retired in 2016, having p
reviously spent 10 years as the
Head of Operating Standards with the Irish Aviation Authority until 2001. Capt. O’Brien
served 4 years as the Chief Pil
ot
and Flight Operations Mana
ger of Ryanair from 1987 to 1991. He is an Irish citizen.
Michael O’Leary
has served as a Director of Ryanair since 1988 and as CEO since 1994. Mr. O’Leary was appointed
Group CEO in April 2019. H
e is an Irish citizen.
Julie O’Neill
has served as a Director since December 2012. She is Chairperson of The Convention Centre Du
blin, a Non
-
Executive Director of AXA Life Europe, XL Insurance Company SE and Architas Multi
-
manager Europe Ltd. and a Senior
Advisor at AMP Capital (U.K.) Ltd.
She previously chaired the Sustainable Energ
y Authority of Ireland and served as
Senior Independent Director of Permanent TSB G
roup plc. She was Secretary General of the Irish Department of
Transport from 2002 to 2009 an
d is a P
atron of Chapter Zero Ireland, the Irish Chapter of the Climate Governance
Initiative. She is an Irish citizen.
The Board of Directors has established a number of comm
ittees, including the following:
(a)
Audit Committee.
The Board of Directors established t
he Audit Committee in September 199
6 to make
recommendations conce
rning the engagement of independent external auditors; t
o review with the auditors the plans
for and scope of ea
ch annual audit, the audit pro
cedures to
be utilized and the
results of the audit; to ap
prove the
professional services provi
ded by the auditors; to review the independence of the auditors; and to rev
iew the adequacy
and effectiveness of the Company’s internal accounting
contro
ls. Mr. Milliken, M
s. Brennan, Ms. Daly and Mr. Doherty
are the members of the A
udit Committee. In accordance with the recommendations of the Irish Combined Code of
Corporate Governance (the
“Combined Code”), an independent Non
-
Executive
Director, Mr. Milliken, is the chair
of the
Audit Committee. All memb
ers of the Audit Committee are independent for the purposes of the listing rules of the
NASDAQ and the U.S. federal securi
ties laws.
(b)
Executive Committee.
The Board of Directors establ
ished the Executive Commit
tee in August
1996. The
Executive Committee can exercise the powers exercisa
ble by the full Board o
f Directors in circumstances in which action
by the Board of Directors is required but it is impract
icable to co
nvene a meetin
g of the full Board of Directors. Ms.
Phelan
(Chair), Mr.
McCarthy, Mr. Cawley, Mr. Millar and Mr. O’Leary are members
of the Executive Committee.
RY
ANAIR GROUP ANNUAL REPOR
T 2
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2
120
119
Item 6.
Directors, Senior Management a
nd Employees
Ryanair Holdings was esta
blished in 1996 as a holding company for Ryanair. Th
e management of Ryanai
r
Holdings and Ryanair are in
tegrated, with the two companies having the same Direct
ors and Executive Officers.
DIRECTORS
The following table sets forth certain inform
ation concerning the Directors of Ryanair Holding
s and Ryanair as
of July
21, 2022:
Name
Age
Positions
Stan McCarthy (b)(c)
64
Chairman & Director
Louise Phelan (b)(c)
55
Senior Independent Directo
r
Róisín Brennan (a)(d)
57
Direct
or
Michael Cawley (b)(d)
68
Direct
or
Emer Daly
(a)
59
Direct
or
Geoff Doherty (a)
51
Direct
or
Howard Millar (b)(c)
61
Direct
or
Dick Milliken (a)
71
Direct
or
Mike O’Brien (e)
78
Direct
or
Michael O’Leary (b)
61
Director & Group CEO
Julie O’Neill (d)
67
Direct
or
(a)
Aud
it Committee.
(d)
Remuneration Committee.
(b)
Executive Committee.
(e)
S
afety & Security Committee.
(c)
Nomin
ation Committee.
Stan McCarthy
was appointed as a Director of R
yanair in May 2017, Deputy Chai
rman in April 2019 and
Ch
airman in
June 2020. M
r. McCarthy was Chief Executive of Ker
ry Group plc from Januar
y 2008 until September 2017. Mr.
McCarthy
joined Kerry Group in 1976 and worked in a number of finance roles before being appointed as Vice President of Sales
and Marketi
ng in the U
SA in 1991, as President of
Kerry North America
in 1996 and as a Director of Kerr
y Group in 1999.
Mr. McCarthy is an investor, advisor and Board member of a sm
all number o
f privately
-
owned companies in
diverse
industries. An active philant
hropis
t in both Ireland and the U.S., he donates to variou
s organizations in health, education
and poverty reduction. He has du
al Irish and U.S. citizenship.
Louise Phelan
has served as a Director since December 201
2 and was appointed Senio
r Independent Directo
r (SID) in
June 2020, having previously been Group CEO of the Phelan Energy Group, and for
mer Vice President of PayPal (leading
a global team in Continental Europe, Middle East and Africa). Prior to that she spent 16 years with General Electric in
variou
s
leadership roles. Ms. Phelan is a member of the Top Level Appointments Committee (TLAC) for the o
ffice of An
Taoiseach. She is an Irish citizen.
Róisín Br
ennan
has served as a Director since May 2018. M
s. Brennan is a for
mer Chief Executive of IBI
Corp
orate
Finance Ltd. where she had extensive experience advising p
ublic co
mpanies in Ireland. She is currently a Non
-Executive
Director of Musgrave Grou
p plc, Glanbia plc and Dell Bank International DAC ha
ving previously been a Non
-Executive
Director of
DCC plc from 2005
until 2016 and Hibernia REIT plc from 2019 to 2022. She is an Irish Citizen.
Michael Cawley
has served
as a Director since Septem
ber 2014. Mr. Cawley previo
usly worked with Ryanair f
or 17 years
as Deputy CEO and COO unt
il he retired in M
arch 2014. Mr. Cawle
y’s other Non
-
Executive Dir
ectorships include Kingspan
Group plc and Hostelworld
Group plc, and he is a former Director of Flutter Entertainment plc. He is an Irish citizen.
Emer Daly
has served as
a Director of Ryanair since December
2017. Ms. Daly is currentl
y Board Chairman at RSA
Insurance Ireland DAC and a Non
-
Executive Director of Chetwood Financ
ial Limited and RGA International Reinsurance
120
Company DAC. Ms. Daly previously served as a N
on
-
Executive D
irector of Permanent T
SB Group p
lc and as a Director
of Payzone plc. Ms. Daly also held senior roles with P
wC and AXA Insurance for over 20 years. She is an Irish citizen.
Geoff Doherty
was app
ointed as a Director of Ryanair in October 2021. Mr. Doherty is the G
roup Chief Financial Off
icer,
and an executive director of King
span Group plc. Prior to that, he was an executive director and Chief Finan
cial Officer
of Greencore Group plc. He is an Irish
citiz
en.
Howard Millar
w
as appointed as a Director of Ryanair
in August 2015. Mr. Millar
had served as Ryanair’s De
puty CEO
and CFO from 2003 to December 2014 having previously been Director of Finance from 1993 and Financial Controller in
1992. Mr. M
illar c
urrently serves as
CEO of Sirius Aviation Capita
l Holdings Ltd., a global aircraft l
es
sor. Mr. Millar is
Non
-
E
xecutive Chairman of Fast Colomb
ia, the holding company for the airl
ines Viva Colombia and Viva Pe
ru. He is an
Irish citizen.
R.A. (Dick) Milliken
has served as a Director since July 2013 having p
reviously been Chief Financial Offi
cer of Alma
c
Group and former Chief Exe
cutive of Lamont plc. Mr. Milliken is currently Chairman
of both the Lotus Group (a Northern
Ireland based property c
ompany) and CV6 Inc, a Life Sciences spin
-
out from Quee
ns University Belfast and is a Director
of a
number of private com
panies. He is a former Council Member of the Ins
titute of Chartered Acc
ountants in Ireland
and a former Director of Bank of Ireland Mortgag
es. He is a British citizen.
Mike O’Brien
was appointed as a Director of Ryanair in May 2016. Prior to that, he was Head of Flight Operations
Inspectorate with the Malt
ese Civil Aviation Authority until he retired in 2016, having p
reviously spent 10 years as the
Head of Operating Standards with the Irish Aviation Authority until 2001. Capt. O’Brien
served 4 years as the Chief Pil
ot
and Flight Operations Mana
ger of Ryanair from 1987 to 1991. He is an Irish citizen.
Michael O’Leary
has served as a Director of Ryanair since 1988 and as CEO since 1994. Mr. O’Leary was appointed
Group CEO in April 2019. H
e is an Irish citizen.
Julie O’Neill
has served as a Director since December 2012. She is Chairperson of The Convention Centre Du
blin, a Non
-
Executive Director of AXA Life Europe, XL Insurance Company SE and Architas Multi
-
manager Europe Ltd. and a Senior
Advisor at AMP Capital (U.K.) Ltd.
She previously chaired the Sustainable Energ
y Authority of Ireland and served as
Senior Independent Direct
or of P
ermanent TSB G
roup plc. She was Secretary General of the Irish Depa
rtment of
Transport from 2002 to 2009 an
d is a
Patron of Chapter Zero Ireland, the Irish Chapter of the Climat
e Governan
ce
Initiative. She is an Irish citizen.
The Board of Directors has established a number of comm
ittees, including the following:
(a)
Audit Committee.
The Board of Directors established t
he Audit Committee in September 19
96 to make
recommendations conce
rning the engagement of independent external auditors; t
o review with the auditors the plans
for and scope of ea
ch annual audit, the audit pro
cedures to
be utilized and the
results of the audit; to app
rove the
professional services provi
ded by the auditors; to review the independence of the auditors; and to rev
iew the adequacy
and effectiveness of the Company’s internal accounting
contro
ls. Mr. Milliken, M
s. Brennan, Ms. Daly and Mr. Doherty
are the members of the A
udit Committee. In accordance with the recommendations of the Irish Combined Code of
Corporate Governance (the
“Combined Code”), an independent Non
-
Executive
Director, Mr. Milliken, is the chair
of the
Audit Committee. All memb
ers of the Audit Committee are independent for the purposes of the listing rules of the
NASDAQ and the U.S. federal securi
ties laws.
(b)
Executive Committee.
The Board of Directors establ
ished the Executive Commit
tee in August
1996. The
Executive Committee can exercise the powers exercisa
ble by the full Board o
f Directors in circumstances in which action
by the Board of Directors is required but it is impract
icable to co
nvene a meetin
g of the full Board of Directors. Ms.
Phelan
(Chair), Mr.
McCarthy, Mr. Cawley, Mr. Millar and Mr. O’Leary are members
of the Executive Committee.
RY
ANAIR GROUP ANNUAL REPOR
T 2
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122
121
121
(c)
Nominati
on Committee.
The Board of Directors establish
ed the Nomination Committee in May 1999 to
make recommendations an
d proposals to the full Board of Directors concerning the selection of individuals to serve as
Executive and Non
-
E
xecutive Directors. The Board of Directors
as a whole then makes appropriate deter
minations
regarding such matters aft
er considering such recommendations
and proposals. Mr. McCarthy (Chair), Ms.
Phelan and
Mr. Millar are the members of the Nomination Committ
ee.
(d)
Remuneration Committee.
The Board o
f Directors established the Remuneration Committee in
September 1996. Th
is committee has authority to determine the remu
neration of Senior E
xecutives of the Comp
any and
to administer the share
-
based remuneration pl
ans described below. Senior Mana
gement rem
uneration is comp
rised of
a fixed basic pay and performance related bonuses which are awarded based on a combination of budget and non
-
budget performance criter
ia. The Remuneration Com
mittee determines the remunerati
on and bonuses of the Group
CEO, who is
the only Exe
cutive Director. Ms. O’Neill (Chair)
, Ms. Brennan and Mr. Cawley are
the members of the
Remuneration Commit
tee. Following Ms. O’Neill’s p
lanned retirement from the B
oard in September 2022, Ms. Brennan
will take over as chair of the Remuneration
Committee.
(e)
Safety & Security Committee.
The Board of Directors established the Safety and Security Committee in
March 1997 to review and discuss
air safety and security performan
ce. The Safety and Security Commi
ttee reports to
the full Board of Directors
each quarter. The Safet
y and Security Committee is composed of Mr.
O’Brien and Ms.
Carol
Sharkey who both act as C
o
-
Chair. Other attendees in
clude the Accountable Managers of each of the Ryanair Group
Airlines, a
number of other Nominated Persons and mana
gers who are invited to
attend, as required, from t
ime to time.
Each airline has a separate Safety & Security Comm
ittee to comply with their local regulators’ requirements.
Powers of, and Action
by, the Board of Directors
The Board of Directors is empower
ed by the Articles of Association of Ryanair Holdings (the “Articles”) to carry
on the business of Ryanair
Holdings, subject to the Articles, provisions
of general law and the right of shareh
olders to
give directions to the Direct
ors by way of ordinary res
olutions. Every Direct
or who is present at a meeting of the B
oard
of Directors of Ryanair Holdings has one vote. In the case of a
tie on a vote,
the chairman of the Board of Directors has
a second or tie
-
bre
aking vote. A Director may designat
e an alternate
Director to attend any Board of D
irectors meeting,
and such alternate Director sh
all have al
l the rights of a Director at such meeting.
The quorum for a meeting of the Board
of Directors, unless another number is fi
xed by the Directors, consists
of three
Directors, a maj
ority of whom must be EU nationals. The Articles require the vote of a majority of the Direct
ors
(or alternates) present at a duly convened meeting for
the approval of any action by the Board of Directors.
Composition and Term of Office
T
he Articles provide that the Board of Directors shall consist of no fewer than three and no more than fifteen
Directors, unless othe
rwise determined by the sh
areholders. There is no m
aximum age for a Director
and no Director is
required to own any shares o
f Ryanair Holdings.
Directors are elected (or have their appointmen
ts confirmed) at the annual general
meetings of shareholders.
Exemptions from NASDA
Q Corporate Governa
nce Rules
The Company relies on certain exemptions from the NASD
AQ
corporate go
vernance rules. These exemptions,
and the practices the Company adheres to, are as follows:
The Company is exempt from NASDAQ’s quorum requ
irements applicable to meetings of shareholders,
which require a minimum quorum of 33
1/3% for any meeti
ng of the holders of common stock, which in the
Company’s case are its Ordinary Shares. In keep
ing
with Irish generally accepted business p
ractic
e, the
122
Articles provide for a quoru
m for general meetings of shareholde
rs of
two
sh
areholders, regardless of the
level of their aggregate share ownersh
ip.
The Company is exempt from NASDAQ’s requirement
with respect to Audit Committee approval of related
party transactions, as well
as its requirement that shareholders
approve certain
s
tock or asset purchases
when a Director, officer or substantial shareh
older has an interest. The Company is subject to extensive
provisions under the Listing Rules of Euronext Dublin governing transactions
with related parties, as defined
therein, and th
e Irish Companies Act also restricts the extent to which Irish compan
ies may enter into rela
ted
party transactions. In addition, the Articles contain provisions regarding discl
osure of interests by the
Directors and restrictions on their votes in circumsta
nces involving confli
cts of interest. The concept of a
related party for purposes
of NASDAQ’s Audit Commi
ttee and shareholder approval rules diff
ers in certain
respects from the definition of a transaction with a related party under the Irish Listing Rules
and the Irish
Companies Act.
NASDAQ requir
es shareholder approval for
certain transactions involving the sal
e or issuance by a listed
company of common st
ock other than in a public off
ering
and when a plan or o
ther equity compensation
arrangement is esta
blished or material
ly amended
. Under the NASDAQ rules, whether shareholder appro
val
is required for transactions
other than public offerings
depends, among other things, on the numb
er of
shares to be issued or sold in connection with a transaction, while t
he Irish Listing Rules require shareholder
approval when the value of a transaction, as measured under any one or
more of four class tests, exc
eeds
a certain percentage of the size of the listed company undertaking the trans
action as measured for the
purpo
ses of same tests.
The I
rish Listing Rules also require shareholde
r approval of equity compensation
arrangements but, subject to certain exceptions, if provided by the plan, permit amendments to the plan by
a board committee without fu
rther shareholder app
roval.
NASDAQ requires that ea
ch issuer solicit proxies and provide proxy statements
for all meetings of
shareholders and provide copies of such proxy solicitation to NASDAQ. The Company is exempt from this
requirement as the soli
citation o
f holders
of AD
Rs is not requ
ired under the Irish Listing Rules or the Irish
Companies Act. However, it has been Ryanair’s policy to solicit holders of ADRs, and will do so again, once
the restriction on non
-
EU sh
areholders voting rights because of Brexit has been
remove
d. F
or additional
information, please see “Item 3 Key Informati
on
Risk Factors
R
isks Related to Ownership of the
Company’s Ordinary Share
s or ADRs”. Details of Ryanair’s annual general meetings and other shareh
older
meetings, together with the requiremen
ts
for admissi
on, voting or the appointment of a proxy are available
on the website of the Company in acc
ordance with the Irish Companies Act, the Company’s Articles of
Association and the Irish Listing Rules.
NASDAQ requires tha
t all members of a listed co
mpany’s Nominating Committee b
e independent Directors,
unless the Company,
as a foreign private issuer, pr
ovides an attestation of non
-
conforming practice based
upon home country practic
e and then discloses such non
-
conforming practice annually in its Form
20
-
F.
The Company also follows certain other practices under the U.
K. Corporate Governance Code in lieu of those
set forth in the NASDAQ corporate governan
ce rules, as expressly permitted there
by.
Most significantly:
Independence
. NASD
AQ requires th
at a majority of an
issuer’s Board of Directors b
e “independent” under the
standards set forth in the NASDAQ rules and that Directors deemed indep
endent be identified in the Company’s Annual
Report on Form 20
-
F. Th
e
Board of Directors has determined
that e
ach of the Company’s ten serving
Non
-Executive
Directors is “independent” under the standards set for
th in the U.K. Corporate Governance Code (the “Code”).
RY
ANAIR GROUP ANNUAL REPOR
T 2
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2
122
121
(c)
Nominati
on Committee.
The Board of Directors establish
ed the Nomination Committee in May 1999 to
make recommendations an
d proposals to the full Board of Directors concerning the selection of individuals to serve as
Executive and Non
-
E
xecutive Directors. The Board of Directors
as a whole then makes appropriate deter
minations
regarding such matters aft
er considering such recommendations
and proposals. Mr. McCarthy (Chair), Ms.
Phelan and
Mr. Millar are the members of the Nomination Committ
ee.
(d)
Remuneration Committee.
The Board o
f Directors established the Remuneration Committee in
September 1996. Th
is committee has authority to determine the remu
neration of Senior E
xecutives of the Comp
any and
to administer the share
-
based remuneration pl
ans described below. Senior Mana
gement rem
uneration is com
prised of
a fixed basic pay and performance related bonuses which are awarded based on a combination of budget and non
-
budget performance criter
ia. The Remuneration Com
mittee determines the remunerati
on and bonuses of the Group
CEO, who is
the onl
y Executive Director. Ms. O’Neill (Chair)
, Ms. Brennan and Mr. Cawley are
the members of the
Remuneration Commit
tee. Following Ms. O’Neill’s p
lanned retirement from the B
oard in September 2022, Ms. Brennan
will take over as chair of the Remuneration
Committee.
(e)
Safety & Security Committee.
The Board of Directors established the Safety and Security Committee in
March 1997 to review and discuss
air safety and security performan
ce. The Safety and Security Commi
ttee reports to
the full Board of Directors
each quarter. The Safet
y and Security Committee is composed of Mr.
O’Brien and Ms.
Carol
Sharkey who both act as C
o
-
Chair. Other attendees in
clude the Accountable Managers of each of the Ryanair Group
Airlines, a
number of other Nominated Persons and mana
gers who are invited to
attend, as required, from t
ime to time.
Each airline has a separate Safety & Security Comm
ittee to comply with their local regulators’ requirements.
Powers of, and Action
by, the Board of Directors
The Board of Directors is empower
ed by the Articles of Association of Ryanair Holdings (the “Articles”) to carry
on the business of Ryanair
Holdings, subject to the Articles, provisions
of general law and the right of shareh
olders to
give directions to the Direct
ors by way of ordinary res
olutions. Every Direct
or who is present at a meeting of the B
oard
of Directors of Ryanair Holdings has one vote. In the case of a
tie on a vote,
the chairman of the Board of Directors has
a second or tie
-
bre
aking vote. A Director may designat
e an alternate
Director to attend any Board of D
irectors meeting,
and such alternate Director sh
all have al
l the rights of a Director at such meeting.
The quorum for a meeting of the B
oard of Directors, unless another number is fi
xed by the Directors, consists
of three
Direct
ors, a majority of whom must be EU nationals. The Articles require the vote of a majority of the Direct
ors
(or alternates) present at a duly convened meeting for
the approval of any action by the Board of Directors.
Composition and Term of Office
T
he Articles provide that the Board of Directors shall consist of no fewer than three and no more than fifteen
Directors, unless othe
rwise determined by the sh
areholders. There is no m
aximum age for a Director
and no Director is
required to own any shares o
f Ryanair Holdings.
Directors are elected (or have their appointmen
ts confirmed) at the annual general
meetings of shareholders.
Exemptions from NASDA
Q Corporate Governa
nce Rules
The Company relies on certain exemptions from the NASD
AQ
corporate go
vernance rules. These exemptions,
and the practices the Company adheres to, are as follows:
The Company is exempt from NASDAQ’s quorum requ
irements applicable to meetings of shareholders,
which require a minimum quorum of 33
1/3% for any meeti
ng of the holders of common stock, which in the
Company’s case are its Ordinary Shares. In keep
ing
with Irish generally accepted business p
ractic
e, the
122
Articles provide for a quoru
m for general meetings of shareholde
rs of
two
sh
areholders, regardless of the
level of their aggregate share ownersh
ip.
The Company is exempt from NASDAQ’s requirement
with respect to Audit Committee approval of related
party transactions, as well
as its requirement that shareholders
approve certain
s
tock or asset purchases
when a Director, officer or substantial shareh
older has an interest. The Company is subject to extensive
provisions under the Listing Rules of Euronext Dublin g
overning transactions with related parties, as defined
therein, and th
e Irish Companies Act also restricts the extent to which Irish companies m
ay enter into rela
ted
party transactions. In addition, the Articles contain provisi
ons regarding disclosure of interests by the
Directors and restrictions on their votes in circumsta
nces involving
conflicts of interest. The concept of a
related party for purposes
of NASDAQ’s Audit Commi
ttee and shareholder approval rules diff
ers in certain
respects from the definition of a transaction with a related party under the Irish Listing Rules
and the Irish
Companies Act.
NASDAQ requir
es shareholder approval for
certain transactions involving the sal
e or issuance by a listed
company of common st
ock other than in a public off
ering
and when a plan or o
ther equity compensation
arrangement is esta
blished or material
ly amended
.
Under the NASDAQ rules, whether shareholder appro
val
is required for transactions
other than public offerings
depends, among
other things, on the number of
shares to be issued or sold in connection with a transaction, while t
he Irish Listing Rules require shareholder
approval when the value of a transaction, as measured under any one or more of f
our class tests, exceeds
a certain percentage of the size of the listed company undertaking the trans
action as measured for the
purpo
ses of same tests. The I
rish Listing Rules also require shareh
older approval of equity compens
ation
arrangements but, subject to certain exceptions, if provided by the plan, permit amendments to the plan by
a board committee without fu
rther shareholder app
roval.
NASDAQ requires that ea
ch issuer solicit proxies and provide proxy statements for all meeting
s of
shareholders and provide copies of such proxy solicitation to NASDAQ. The Company is exempt from this
requirement as the soli
citation o
f holders
of AD
Rs is not requ
ired under the Irish Listing Rules or the Irish
Companies Act. However, it has been Ryanair’s policy to solicit holders of ADRs, and will do so again, once
the restriction on non
-
EU sh
areholders voting rights because of Brexit has been
remove
d. F
or additional
information, please see “Item 3 Key Inf
ormation
Risk Factors
Risks Related to Ownership of the
Company’s Ordinary Share
s or ADRs”. Details of Ryanair’s annual general meetings and other shareh
older
meetings, together with the requiremen
ts
for admissi
on, voting or the appointment of a proxy are available
on the website of the Company in acc
ordance with the Irish Companies Act, the Company’s Articles of
Association and the Irish Listing Rules.
NASDAQ requires tha
t all members of a listed co
mpany’s Nominating Committee b
e independent Directors,
unless the Company,
as a foreign private issuer, pr
ovides an attestation of non
-
conforming practice based
upon home country practic
e and then discloses such non
-
conforming practice annually in its Form
20
-
F.
The Company also follows certain other practices under the U.
K. Corporate Governance Code in lieu of those
set forth in the NASDAQ corporate governan
ce rules, as expressly permitted there
by.
Most significantly:
Independence
. NA
SDAQ requires th
at a major
ity of an issuer’s Board of Dire
ctors be “independent” under th
e
standards set forth in the NASDAQ rules and that Directors deemed indep
endent be identified in the Company’s Annual
Report on Form 20
-
F. Th
e
Board of Directors has determined
that e
ach of the Company’s ten serving Non
-Executive
Directors is “independent” under the standards set for
th in the U.K. Corporate Governance Code (the “Code”).
RY
ANAIR GROUP ANNUAL REPOR
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124
123
123
Under the Code, there is no bright
-
line test establishing set criteria for independen
ce, as there i
s under NASDAQ
Rule 5605(a)(12). Instead, the B
oard of Directors determines whether the Dir
ector is independent, and whethe
r there are
relationships or circumstan
ces which are likely to affect, or could appear to affec
t, the Director’s judgment. Under the
Code, the Board of Dire
ctors may determine that a Direct
or is independent notwithstanding
the existence of relationships
or circumstances whi
ch may appear relevant to its d
etermination, but it should state its r
easons if it makes such a
determination. The C
ode specifies that relationships or cir
cumstances that may be relevant inc
lude whether the Director:
(i) is or has been an
employee of the relevant company or group within the last five years; (ii) has, or has
had within the
last three years a direct or i
ndirect material business relationship with such company; (iii) has received or receives
payments from such comp
any, subject to certain exceptions; (iv) has close family ties with any of the Company’s
advisers, Directors
or senior employees; (v) h
olds cros
s-
Directorships or other
significant links with other Directors; (vi)
represents a significant shareholder; or (vii) has serve
d on the Board o
f Directors for more than nine years.
In determining that each of
the ten serving Non
-Executi
ve
Di
rectors is independent under the Code s
tandard, the
Ryanair Holdings Board of Directors identified such relevant factors with respect to Non
-
Exe
cutive Directors Ms. Phelan
and Messrs. Cawley, Millar,
Milliken and O’Brien.
The Board considered Michael Ca
wl
ey’s independence given that he served as Deputy CEO and COO of Ryanair
from 2003 to March 2014 and b
efore that as Ryanair’s CFO and Comm
ercial Director from 1997. The Board has
considered Michael’s employment and has concluded
that Michael Cawley is an
independent Non
-
Executive Director
within the spirit and meaning
of the Code.
The Board considered Howard Millar’s independ
ence given that he was Ryanai
r’s Deputy CEO up to December
31, 2014, and CFO up to Sep
tember 30, 2014. The Board has considered H
o
w
ard’s employment and has concl
uded that
Howard Millar is an independent Non
-
Executive Director within the spirit and mea
ning of the Code.
The Board considered Mik
e O’Brien’s independence g
iven that he served as Chie
f Pilot and Flight Operation
s
Manager
of Ryanair from 198
7 to 1991. The Board has considered Mr. O’Brien’
s employment and has conc
luded that he
is an independent Non
-
Exe
cutive Director within the spirit and meaning of the Code.
The Board has further c
onsidered the independen
ce of Ms. Phelan
and Mr. Millike
n as they have each served
just over nine years on the Board and concluded that they are both independent Non
-
Executive Directors within the spirit
and meaning of the Code. Add
itio
nally, in light of Julie O’Neill’s decision t
o retire from th
e B
oard in September 2022, the
Chairman asked both Ms. Phelan and Mr. Milliken to remain on the Board to facilitate orderly and planned succession
over the next 2 years. Mr. Milliken (as Audit Committee Chair) will oversee the rotation of external auditors
from KPMG
to PwC during the fiscal year 20
23.
The Board considered that
each of these Directors is in
dependent in character and ju
dgment as they either have
other significant commercial and professional c
ommitments and/or bring their own level of senior
experience gained in
their fields of international business and p
rofessional practice.
The NASDAQ independen
ce criteria specifically state that an individual m
ay not be considered independent
if,
within the last three years, such individual or a member of
his or her
immediate family has had certain specified
relationships with the Com
pany, its parent, any consolidated subsidiary, its intern
al or external auditors, or any company
that has significant busin
ess relationships with the Company
, its parent or an
y consolidated subsidi
ary. Neither
ownership of a signific
ant amount of stock nor length
of service on the Bo
ard is a
p
er se
bar to independenc
e under the
NASDAQ rules.
124
EXECUTIV
E OFFICERS
The following table sets forth certain informat
ion concerning the Executive Officers of the Ryanair Group at July
21, 2022:
Name
Age
Position
Michael O’Leary
61
Group CEO
Neil Sorahan
50
Group CFO
Juliusz Komorek
44
Group CLO; Co. Secretary
Edward Wilson
58
Ryanair DAC CEO
Carol Sharkey
47
Chief Risk Officer
Tracey McCann
48
Ryanair DAC CFO
Andreas Gruber
37
Lauda Joint CEO
David O'Brien
58
Malta Air CEO & Lauda Joint
CEO
Michal Kaczmarzyk
43
Buzz CEO
John Hurley
47
CTO
Michael O’Leary.
Michael h
as served as a Director of Ryanair DAC since 1988
and a Director of Ryanair Holdings since
1996. Michael was app
ointed CEO of Ryanair in 199
4 and Group CEO in April 2019
, having previously served as CFO
since 1988.
Neil Sorahan.
Neil was
appointed Group CFO in Octob
er 2019, having previously
served as Ryanair’s CFO fro
m October
2014. Prior to this he was Ryanair’s Finance Director since June 2006 and Treasurer from January 2003. Before joining
Ryanair, Neil held various finance and tre
asury roles at CRH plc.
Juliusz Komorek.
Juliusz
was appointed Gr
oup CLO; Company Secret
ary in late 2019 having p
reviously served as
Ryanair’s
Chief Legal & Regulatory Officer; Company Secretary from May 2009 and Deputy Director of Leg
al and
Regulatory Affairs since 2
007. Prior to joining the Company in 2004, Juliusz had gained relev
ant experience in the
European Commissi
on’s Directorate General for Compe
titio
n and in the Polish Emb
assy to the EU in Brussels, as well as
in the private sector in
Poland and the
N
etherlands.
Juliusz is a lawyer, hold
ing degrees from the unive
rsities of Warsaw
and Amsterdam.
Edward Wilson.
Eddie was
appointed Ryanair DAC’s CEO in September 2019, having previously served as Ryanair’s CPO
since December 2002
. Prior to this he served
as Head of Personnel sin
ce December 1997. Before joining
Ryanair, Eddie
was the Human Res
ources Manager for Gatew
ay 2000 and held a number of othe
r human resources
-
related positions
in the Irish financial service
s sector.
Carol Sharkey.
Carol was app
oint
ed Chief Risk Officer in May 2018 having held the position of D
irector of Safety and
Security since 2014. She has worked at Ryan
air since 1995 having previously held roles in inflight, flight opera
tions and
in recent years has overseen
the flight safety de
partment.
Trace
y McCann.
Tracey was appointed Ryanair DAC’s CFO in January 2020 having previously served as Ryanair’s
Director of Finance. She joined Ryanair in 1
991 and has held various senior finance roles.
Andrea
s Gruber.
Andreas was appoin
ted CEO of Lauda in 2018.
Prior to
that, he held various
operational and network
planning roles within the Aerberlin Group. Following L
auda’s acquisition by the Ryanair Group, Andreas remained as
Lauda’s Joint CEO.
David O’Brien.
David
was appointed Joint CEO of Lauda in April 2020 and CEO of Malta Air in December 2020, having
previously served as Ryanair’s CCO since January 2014. Prior to that David was Ryanair’s Director of Flight and Ground
RY
ANAIR GROUP ANNUAL REPOR
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2
124
123
Under the Code, there is no bright
-
line test establishing set criteria for independen
ce, as there i
s under NASDAQ
Rule 5605(a)(12). Instead, the B
oard of Directors determines whether the Dir
ector is independent, and whethe
r there are
relationships or circumstan
ces which are likely to affect, or could appear to affec
t, the Director’s judgment. Under the
Code, the Board of Dire
ctors may determine that a Direct
or is independent notwithstanding
the existence of relationships
or circumstances whi
ch may appear relevant to its d
etermination, but it should state its r
easons if it makes such a
determination. The C
ode specifies that relationships or cir
cumstances that may be relevant inc
lude whether the Director:
(i) is or has been an
employee of the relevant company or group within the last five years; (ii) has, or has
had within the
last three years a direct or i
ndirect material business relationship with such company; (iii) has received or receives
payments from such comp
any, subject to certain exceptions; (iv) has close family ties with any of the Company’s
advisers, Directors
or senior employees; (v) h
olds cros
s-
Directorships or other
significant links with other Directors; (vi)
represents a significant shareholder; or (vii) has serve
d on the Board o
f Directors for more than nine years.
In determining that each of
the ten serving Non
-Executi
ve
Di
rectors is independent under the Code s
tandard, the
Ryanair Holdings Board of Directors identified such relevant factors with respect to Non
-
Exe
cutive Directors Ms. Phelan
and Messrs. Cawley, Millar,
Milliken and O’Brien.
The Board considered Michael Ca
wl
ey’s independence given that he served as Deputy CEO and COO of Ryanair
from 2003 to March 2014 and b
efore that as Ryanair’s CFO and Comm
ercial Director from 1997. The Board has
considered Michael’s employment and has concluded
that Michael Cawley is an
independent Non
-
Executive Director
within the spirit and meaning
of the Code.
The Board considered Howard Millar’s independ
ence given that he was Ryanai
r’s Deputy CEO up to December
31, 2014, and CFO up to Sep
tember 30, 2014. The Board has considered H
o
w
ard’s employment and has concl
uded that
Howard Millar is an independent Non
-
Executive Director within the spirit and mea
ning of the Code.
The Board considered Mik
e O’Brien’s independence g
iven that he served as Chie
f Pilot and Flight Operation
s
Manager
of Ryanair from 198
7 to 1991. The Board has considered Mr. O’Brien’
s employment and has conc
luded that he
is an independent Non
-
Exe
cutive Director within the spirit and meaning of the Code.
The Board has further c
onsidered the independen
ce of Ms. Phelan
and Mr. Millike
n as they have each served
just over nine years on the Board and concluded that they are both independent Non
-
Executive Directors within the spirit
and meaning of the Code. Add
itio
nally, in light of Julie O’Neill’s decision t
o retire from th
e B
oard in September 2022, the
Chairman asked both Ms. Phelan and Mr. Milliken to remain on the Board to facilitate orderly and planned succession
over the next 2 years. Mr. Milliken (as Audit Committee Chair) will oversee the rotation of external auditors
from KPMG
to PwC during the fiscal year 20
23.
The Board considered that
each of these Directors is in
dependent in character and ju
dgment as they either have
other significant commercial and professional c
ommitments and/or bring their own level of senior
experience gained in
their fields of international business and p
rofessional practice.
The NASDAQ independen
ce criteria specifically state that an individual m
ay not be considered independent
if,
within the last three years, such individual or a member of
his or her
immediate family has had certain specified
relationships with the Com
pany, its parent, any consolidated subsidiary, its intern
al or external auditors, or any company
that has significant busin
ess relationships with the Company
, its parent or an
y consolidated subsidi
ary. Neither
ownership of a signific
ant amount of stock nor length
of service on the Bo
ard is a
p
er se
bar to independenc
e under the
NASDAQ rules.
124
EXECUTIV
E OFFICERS
The following table sets forth certain informat
ion concerning the Executive Officers of the Ryanair Group at July
21, 2022:
Name
Age
Position
Michael O’Leary
61
Group CEO
Neil Sorahan
50
Group CFO
Juliusz Komorek
44
Group CLO; Co. Secretary
Edward Wilson
58
Ryanair DAC CEO
Carol Sharkey
47
Chief Risk Officer
Tracey McCann
48
Ryanair DAC CFO
Andreas Gruber
37
Lauda Joint CEO
David O'Brien
58
Malta Air CEO & Lauda Joint
CEO
Michal Kaczmarzyk
43
Buzz CEO
John Hurley
47
CTO
Michael O’Leary.
Michael h
as served as a Director of Ryanair DAC since 1988
and a Director of Ryanair Holdings since
1996. Michael was app
ointed CEO of Ryanair in 199
4 and Group CEO in April 2019
, having previously served as CFO
since 1988.
Neil Sorahan.
Neil was
appointed Group CFO in Octob
er 2019, having previously
served as Ryanair’s CFO fro
m October
2014. Prior to this he was Ryanair’s Finance Director since June 2006 and Treasurer from January 2003. Before joining
Ryanair, Neil held various finance and tre
asury roles at CRH plc.
Juliusz Komorek.
Juliusz
was appointed Gr
oup CLO; Company Secret
ary in late 2019 having previ
ously served as
Ryanair’s
Chief Legal & Regulatory Officer; Company Secretary from May 2009 and Deputy Director of Leg
al and
Regulatory Affairs since 2
007. Prior to joining the Company in 2004, Juliusz had gained relev
ant experience in the
European Commissi
on’s Directorate General for Compe
titio
n and in the Polish Emb
assy to the EU in Brussels, as well as
in the private sector in
Poland and the
N
etherlands.
Juliusz is a lawyer, hold
ing degrees from the unive
rsities of Warsaw
and Amsterdam.
Edward Wilson.
Eddie was
appointed Ryanair DAC’s CEO in September 2019
,
having previously served as Ryanair’s CPO
since December 2002
. Prior to this he served
as Head of Personnel sin
ce December 1997.
Before joining Ryanair, Eddie
was the Human Res
ources Manager for Gatew
ay 2000 and held a number of othe
r human resources
-
related positions
in the Irish financial service
s sector.
Carol Sharkey.
Carol was app
oint
ed Chief Risk Officer in May 2018 having held the position of D
irector of Safety and
Security since 2014. She has worked at Ryan
air since 1995 having previously held roles in inflight, flight opera
tions and
in recent years has overseen
the flight safety de
partment.
Trace
y McCann.
Tracey was appointed Ryanair DAC’s CFO in January 2020 having previously served as Ryanair’s
Director of Finance. She joined Ryanair in 1
991 and has held various senior finance roles.
Andrea
s Gruber.
Andreas was appoin
ted CEO of Lauda in 2018.
Prior to
that, he held various
operational and network
planning roles within the Aerberlin Group. Following L
auda’s acquisition by the Ryanair Group, Andreas remained as
Lauda’s Joint CEO.
David O’Brien.
David
was appointed Joint CEO of Lauda in April 2020 and CEO of Malta Air in December 2020, having
previously served as Ryanair’
s CCO since January 2014. Prior to that David w
as Ryanair’s
Director of Flight and Ground
RY
ANAIR GROUP ANNUAL REPOR
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125
125
Operations from De
cember 2002. A graduate of the
Irish Military College, p
rior to join
ing Ryanair, David followed a
military career with positions
in the airport sector and agribusiness in the Middle East, Russia and
Asia.
Michal Kaczmarzyk.
Michal was appointed CEO of Buzz in April 2017. Prior to joining Buzz, Michal served as
the General
Director of the Polish Airports State C
ompany and CEO of Warsaw Chopin Airp
ort. A former CEO of LS Airport Services
and supervisory board member of Euro LOT Airline, K
rakow Airport and Gdansk Airport, Michal also held roles with the
Polish Ind
ustrial Devel
opment Agency, the Office of Competition and Consumer Protection and PwC.
John Hur
ley.
John
w
as appointed CTO in September 201
4. He joined Ryanair from Houghton Mifflin Harcourt, where he
was Vice
-
President
of Engineering and Product Operati
ons, Director of
Platform Developmen
t and Software
Development Program M
anager. He was previousl
y Production Manager at both Intu
ition Publishing Ltd and Education
Multimedia Group and has over 20 years of experienc
e in the IT industry.
COMPEN
SATION OF DI
RECTORS AND
EXECUTIV
E
OFFICERS
Compensation
The aggregate amoun
t of compensation paid by Ry
anair Holdings and its sub
sidiaries to its key managem
ent
personnel (defined as including each director, whether executive or otherwise, of the G
roup, as well as
the Executive
team reporting to the Boar
d of Directors) named above in fiscal
year 2022 was €11.3m (including a €3.7m (
non
-cash)
technical accounting ch
arge in relation to unvested
share options). For det
ails of Mr. O’Leary’s c
ompensation in such
fiscal ye
ar, see “
Remuner
ation Agreement with Mr. O’Leary” below.
Each of Ryanair Holdings’ Non
-
Executive Direc
tors is entitled to receive €35,000 plus expenses per annum, as
remuneration for their services to Ryanair Holdings. The Chairman of the Board
receiv
es a fee of €100
,000 per annum.
The additional remunerat
ion paid to all Committee me
mbers for service on that c
ommittee is €15,000 per annu
m, with
the exception of the Chair of the Safet
y and Security Committee who is entitl
ed to receive €40,000 per
annum in
connection with the additional duties in relation to that
committee.
Directors’ service agreeme
nts do not co
ntain pro
visions providing for compensation on their term
ination.
For further details of share
-
based
remuneration that have been granted
to the Company’s employees, includin
g
the Executive Officers, see “Item 10. Additional Informat
ion
Opt
ions to Purchase Securities from Regi
strant or
Subsidiaries,” as well as Note 19
to the co
nsolidated financia
l statements included herein.
Remuneration
Ag
reement with Mr. O’Leary
The Group CEO is the only Executive Dire
ctor of the Board. In February 2019, Mr. O’L
eary signed a five
-year
contract as Group CEO
commencing April, 2019 and ex
piring in July, 2024. As part of this contr
act the Group CEO agreed
to
a 50% cut in base pay from €1m to €500,000 per annum, a 50% cut to his maximum annual bonus (to €500,000)
and,
in line with best practice in the updated Corporate G
overnance Code, he does not receive any pension bene
fits from
Ryanair. This new contract al
so includes 10m sh
are options at a
strike price of €11.12 which are exercisable at a price
of €11.12 if the profit after tax (“PAT”) of Ryan
air Holdings plc is doubled to exceed €2b
n in any fiscal year up to March
31, 2024 and/or the share
price of Ryanair
Holdings plc exceeds €21
for a period of 28 days between April 1, 202
1 and
March 31, 2024 (and so long as M
r. O’Leary continues to be employed by the G
roup until July 31, 2024). Such options,
to the extent that they v
est, are exercisable between
September
30, 2024 and ear
ly February
2026. At July 21,
2022,
these options had not yet
vested. The technical accounting
charge (non
-
cash) for the share
-
b
ased remuneration is
approximately €1.8m
per annum over the 5 year
term of the G
roup CEO’s contract of employme
nt.
126
STAFF AND
LABOR RE
LATIONS
The following table sets fo
rth the details of Ryanair’s team (including
all Group airlines) at each of Mar
ch 31,
2022, 2021
and 2020:
Number
of
Staff
at
March
31,
Classification
2022
2021
2020
Management
116
97
150
Administrative
/IT Labs
828
759
859
Maintenance
483
417
395
Ground Operations
488
312
555
Pilots
5,860
5,170
5,584
Cabin
Crew
11,341
8,261
9,725
Total
19,116
15,016
17,268
Ryanair Group airlines are eng
aged in collective bargaining with unions in relation to long term pay and
conditions agreements, as well as the schedule for the restoration of agreed pay cuts implemented in response to the
Covid
-
19 cris
is to minimize job losses. Ryanair will continue to defend its existing high productivity business model.
Ryanair believes that existing terms and
conditio
ns for both pilots and cabin crew are industry leading among
European
low cost operators with co
mpetitive pay, advantageou
s fixed rosters, outstanding
promotional opportunities, and a wide
choice of base locations across Europe.
European regulations requi
re pilots to be licensed as comme
rcial pilots with specific ratings for ea
ch aircraft
type flown. In addition, Eu
ropean re
gula
tions require all commercial pilots to be
medically certified as physical
ly fit.
Licenses and medical certification are subject to periodic re
-
evaluation and require recurrent training
and recent flying
experience in order to be m
aintained. Maintenan
ce
engineers
must be licensed and
qualified for specific aircraft types.
Cabin crew must undergo initial and periodic competency training. T
raining programs are subject to approval and
monitoring by the competent authority. In addition, the appointment of se
nior management personnel directl
y invo
lved
in the supervision of flight operations, tr
aining, maintenance, and aircraft inspection must b
e satisfactory to the
competent authority. Based
on its experience in managing the airline’s growth to d
ate, managemen
t believes that there
is a sufficient pool of qualified and licensed pilo
ts, engineers, and mechanics within the EU to satisfy
Ryanair’s
anticipated future needs in
the areas of flight operations, mainten
ance and quality control.
The consolidation within
the
aviation industry, airline cl
osures and downsizing has resu
lted in an increase in pilot applications to join
R
yanair. Ryanair
has also been able to satisfy its needs for additional pilots and cabin crew thr
ough the use of contract agencies. T
hese
contr
act pilots and cabin crew are included in the table above.
Ryanair’s crew earn produ
ctivity
-
based in
centive payments, including a sa
les bonus for onboard sal
es for flight
attendants and payments based on the number of hours or sect
ors flown by pilots and
cabin crew (within limits set by
industry standards or regulations governing m
aximum working hours.)
Ryanair’s pilots and cabin crew are currently
subject to EASA
-
appr
oved limits of 900 flight
-
hours p
er calendar year.
If more stringent regulations on flight
-
hours were to b
e adopted, Ryanair’s flight personnel could experience a
reduction in their total pay due to lower compens
ation for the number of hours or sectors flown and Ryanair
could be
required to hire additional fl
ight personnel.
Ryanair Holdings’ shareho
lders have approved a numb
er of share
-
based r
emuneration plans for employees and
Directors including Sha
re Option Plan 2013 and LTI
P 2019 (which replaces Option Plan 2013 for sha
re based
remuneration granted after
the 2019 AGM).
Ryanair Ho
ldings has issu
ed share options to several of its senior managers.
For details of all outst
anding share options, see “Item 1
0. Additional Informati
on
Options to Pu
rchase Securities from
Registrant or Subsidiaries.”
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
126
125
Operations from De
cember 2002. A graduate of the
Irish Military College, p
rior to joining
Ryanair, David followed a
military career with positions
in the airport sector and agribusiness in the Middle East, Russia and
Asia.
Michal Kaczmarzyk.
Michal was appointed CEO of Buzz in April 2017. Prior to joining Buzz, Michal served as
the General
Director of the Polish Airports State C
ompany and CEO of Warsaw Chopin Airp
ort. A former CEO of LS Airport Services
and supervisory board member of Euro LOT Airline, K
rakow Airport and Gdansk Airport, Michal also held roles with the
Polish Ind
ustrial Devel
opment Agency, the Office of Competition and Consumer Protection and PwC.
John Hur
ley.
John
w
as appointed CTO in September 201
4. He joined Ryanair from Houghton Mifflin Harcourt, where he
was Vice
-
President
of Engineering and Product Operati
ons, Director of
Platform Developmen
t and Software
Development Program M
anager. He was previousl
y Production Manager at both Intu
ition Publishing Ltd and Education
Multimedia Group and has over 20 years of experienc
e in the IT industry.
COMPEN
SATION OF DI
RECTORS AND
EXECUTIV
E
OFFICERS
Compensation
The aggregate amoun
t of compensation paid by Ry
anair Holdings and its sub
sidiaries to its key managem
ent
personnel (defined as including each director, whether executive or otherwise, of the G
roup, as well as
the Executive
team reporting to the Boar
d of Directors) named above in fiscal
year 2022 was €11.3m (including a €3.7m (
non
-cash)
technical accounting ch
arge in relation to unvested
share options). For det
ails of Mr. O’Leary’s c
ompensation in such
fiscal ye
ar, see “
Remuner
ation Agreement with Mr. O’Leary” below.
Each of Ryanair Holdings’ Non
-
Executive Direc
tors is entitled to receive €35,000 plus expenses per annum, as
remuneration for their services to Ryanair Holdings. The Chairman of the Board
receives a fee of €100
,000 per annum.
The additional remunerat
ion paid to all Committee me
mbers for service on that c
ommittee is €15,000 per annu
m, with
the exception of the Chair of the Safet
y and Security Committee who is entitl
ed to receive €40,000 per
annum in
connection with the additional duties in relation to that
committee.
Directors’ service agreeme
nts do not co
ntain pro
visions providing for compensation on their term
ination.
For further details of share
-
based
remuneration that have been granted
to the Company’s employees, includin
g
the Executive Officers, see “Item 10. Additional Informat
ion
Opt
ions to Purchase Securities from Regi
strant or
Subsidiaries,” as well as Note 19
to the co
nsolidated financia
l statements included herein.
Remuneration
Ag
reement with Mr. O’Leary
The Group CEO is the only Executive Dire
ctor of the Board. In February 2019, Mr. O’L
eary signed a five
-year
contract as Group CEO
commencing April, 2019 and ex
piring in July, 2024. As part of this contr
act the Group CEO agreed
to
a 50% cut in base pay from €1m to €500,000 per annum, a 50% cut to his maximum annual bonus (to €500,000)
and,
in line with best practice in the updated Corporate G
overnance Code, he does not receive any pension bene
fits from
Ryanair. This new contract al
so includes 10m sh
are options at a
strike price of €11.12 which are exercisable at a price
of €11.12 if the profit after tax (“PAT”) of Ryan
air Holdings plc is doubled to exceed €2b
n in any fiscal year up to March
31, 2024 and/or the share
price of Ryanair
Holdings plc exceeds €21
for a period of 28 days between April 1, 202
1 and
March 31, 2024 (and so long as M
r. O’Leary continues to be employed by the G
roup until July 31, 2024). Such options,
to the extent that they v
est, are exercisable between
September
30, 2024 and ear
ly February
2026. At July 21,
2022,
these options had not yet
vested. The technical accounting
charge (non
-
cash) for the share
-
b
ased remuneration is
approximately €1.8m
per annum over the 5 year
term of the G
roup CEO’s contract of employme
nt.
126
STAFF AND
LABOR RE
LATIONS
The following table sets fo
rth the details of Ryanair’s team (including
all Group airlines) at each of Mar
ch 31,
2022, 2021
and 2020:
Number
of
Staff
at
March
31,
Classification
2022
2021
2020
Management
116
97
150
Administrative
/IT Labs
828
759
859
Maintenance
483
417
395
Ground Operations
488
312
555
Pilots
5,860
5,170
5,584
Cabin
Crew
11,341
8,261
9,725
Total
19,116
15,016
17,268
Ryanair Group airlines are eng
aged in collective bargaining with unions in relation to long term pay and
conditions agreements, as well as the schedule for the restoration of agreed pay cuts implemented in response to the
Covid
-
19 cris
is to minimize job losses. Ryanair will continue to defend its existing high productivity business model.
Ryanair believes that existing terms and
conditio
ns for both pilots and cabin crew are industry leading among
European
low cost operators
with competitive pay, advantageou
s fixed rosters
, outstanding promotional opportun
ities, and a wide
choice of base locations across Europe.
European regulations requi
re pilots to be licensed as comme
rcial pilots with specific ratings for ea
ch aircraft
type flown. In addition, Eu
ropean re
gula
tions require all commercial pilots to be
medically certified as physical
ly fit.
Licenses and medical certification are subject to periodic re
-
evaluation and require recurrent training and recent flying
experience in order to be m
aintained. Maintenan
ce
engineers
must be licensed and
qualified for specific aircraft types.
Cabin crew must undergo initial and periodic competency training. T
raining programs are subject to approval and
monitoring by the competent authority. In addition, the appointment of se
nior management personnel directl
y involv
ed
in the supervision of flight operations, tr
aining, maintenance, and aircraft inspection must b
e satisfactory to the
competent authority. Based
on its experience in managing the airline’s growth to d
ate, managemen
t believes that there
is a sufficient pool of qualified and licensed pilo
ts, engineers, and mechanics within the EU to satisfy
Ryanair’s
anticipated future needs in
the areas of flight operations, mainten
ance and quality control.
The consolidation within
the
aviation industry, airline cl
osures and downsizing has resu
lted in an increase in pilot applications to join
R
yanair. Ryanair
has also been able to satisfy its needs for additional pilots and cabin crew thr
ough the use of contract agencies. T
hese
contr
act pilots and cabin crew are included in the table above.
Ryanair’s crew earn produ
ctivity
-
based in
centive payments, including
a sales bonus for onbo
ard sales for flight
attendants and payments based on the number of hours or sect
ors flown by pilots and
cabin crew (within limits set by
industry standards or regulations governing m
aximum working hours.)
Ryanair’s pilots and cabin crew are currently
subject to EASA
-
appr
oved limits of 900 flight
-
hours p
er calendar year.
If more stringent regulations on flight
-
hours were to b
e adopted, Ryanair’s flight personnel could experience a
reduction in their total pay due to lower compens
ation for the number of hours or sectors flown and Ryanair
could be
required to hire additional fl
ight personnel.
Ryanair Holdings’ shareho
lders have approved a numb
er of share
-
based r
emuneration plans for employees and
Directors including Sha
re Option Plan 2013 and LTI
P 2019 (which replaces Option Plan 2013 for sha
re based
remuneration granted af
ter the 2019 AGM).
Ryanair Holdings has issued share options to several of its senior
managers.
For details of all outst
anding share options, see “Item 1
0. Additional Informati
on
Options to Pu
rchase Securities from
Registrant or Subsidiaries.”
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
128
127
127
Item 7.
Major Shareholder
s
and
Related Par
ty Transac
tions
As of June 30, 2022, there were 1,135,183,528 Ordinar
y Shares outstanding. As of that date,
97,672,993
ADRs,
representing
488,364,96
6
O
rdinary Shares, were held of record in the United States by 53
holders, and represented i
n the
aggregate 43% of the number of Ordinary Sha
res then outstanding. See “Item 10
. Additional Information
Arti
cles of
Association” and “
Limit
ations on Share Ownership by Non
-
EU Nationals.”
MAJOR SHAREHOLDERS
Based on information available to Ryanair H
oldings, the following table summ
arizes the holdings of those
shareholders holding 3% or more of the Ordinary Share
s as of June 30, 2022, June 30, 2021 and June 30, 2
020, the latest
practicable date prior to the Comp
any’s publication of its statutory Annua
l Report in each of the relevant years
.
As
of
June
30,
2022
As
of
June
30
,
2021
As
of
June
30
,
2020
%
of
%
of
%
of
No.
of
S
hares
Class
No.
of
S
hares
Class
No.
of
S
hares
Class
HSBC Holdings PLC
116,367,663
10.3
%
82,194,848
7.3
%
67,354,927
6.2
%
Capital
96,449,310
8.5
%
130,030,773
11.5
%
57,032,560
5.2
%
Baillie Giffor
d
84,361,020
7.4
%
102,427,272
9.1
%
66,071,123
6.1
%
AKO Capital
58,131,953
5.1
%
54,195,746
4.8
%
52,742,694
4.8
%
Parvus Asset M
anagement Europe
57,556,875
5.1
%
57,414,314
5.1
%
MFS
50,061,594
4.4
%
39,839,051
3.5
%
42,511,940
3.9
%
Fidelity
44,869,519
4.0
%
47,096,727
4.2
%
37,445,184
3.4
%
Société Générale SA
(SG SA)
44,813,877
3.9
%
79,113,810
7.0
%
Michael
O’Lear
y
44,096,725
3.9
%
44,096,725
3.9
%
44,096,725
4.0
%
Harris A
ssociat
es
37,426,765
3.3
%
25,418,560
2.3
%
57,307,445
5.3
%
Egerton Capital
46,430,130
4.1
%
51,570,640
4.7
%
As
of June 30
, 2022, the beneficial holdings in Ordin
ary Shares of the Directors of Ryanair H
oldings as a group
was 45,511,118 Ordinary Shares, represent
ing 4.01% of Ryanair Holdings’ outstanding Ordinary Shares as of such date.
See also Note 19(d) to the
consolidated finan
cial statements included herein.
As of March 31, 2022, there were 1,134,528,528 Ordinary Shares outstanding.
Based on information available to
Ryanair Holdings, the fol
lowing table summarizes holding
s of those shareholders holding 3% or
mo
re of the Ordinary
Shares as of March 31, 2022, March 31, 2021
and March 31, 2020.
As
of
March
31,
2
022
As
of
March
31,
2
021
As
of
March
31,
2020
%
of
%
of
%
of
No.
of
S
hares
Class
No.
of
S
hares
Class
No.
of
S
hares
Class
Capital
117,345,252
10.3
%
127,825,495
11.3
%
39,857,370
3.5
%
HSBC
Hold
ings PLC
103,285,582
9.1
%
81,175,344
7.2
%
62,229,577
5.7
%
Baillie G
if
ford
88,863,106
7.8
%
105,753,192
9.4
%
64,478,495
5.9
%
Société Générale SA
72,365,694
6.4
%
82,686,947
7.3
%
AKO Capit
al
57,494,324
5.1
%
54,526,393
4.8
%
55,240,252
4.5
%
Parvus Asset M
anagement Europe
49,760,850
4.4
%
41,007,236
3.6
%
MFS
44,973,351
4.0
%
39,933,396
3.5
%
42,478,088
3.9
%
Fidelity
44,399,286
3.9
%
47,674,061
4.2
%
34,436,688
3.1
%
Marshall Wace
44,356,764
3.9
%
Michael O
’L
eary
44,096,725
3.9
%
44,096,725
3.9
%
44,096,725
4.0
%
Egerton Capital
46,270,426
4.1
%
47,829,821
4.4
%
RELATED PARTY
TRANSACTIONS
The Company has not entered into any “related party transactions” (except for remuneration paid by Ryanair to
members of key managem
ent personnel as disclosed
in Note 27 to the consolida
ted financial statements) in
the three
fiscal years ending March 3
1, 2022 or in the period from March 31, 2022 to the date hereof.
128
Item 8.
Financial Informatio
n
CONSOLIDATED FINANCIAL
STATEMENT
S
Please refer to “Item 18. Financial Statements.”
OTHER FINANCIAL
INFOR
MATION
Legal Proceedings
The Company is engag
ed in litigation arising
in the ordinary course of
its business. Although no
assurance can
be given as to the outcome of any current or pending
litigation, management does not believe that any such
litigation
will, individually or in the aggregate, have a materi
al adverse effect on the results
of operations or financial condition of
the Company, except as described belo
w.
EU State Aid
-
Related Proceedings.
Since
2002, the European Commissi
on has examined the agreements
between Ryanair and
various airports to esta
blish whether they
constituted illegal state a
id. In many cases, the
European
Commission has concluded
that the agreements did
not constitute state aid. In other cases, Ryanair has successfully
challenged the European Commission finding
s
that there was sta
te aid. In 2014, the European Commission announced
findings of state aid to Ryanair in its arrangements
with Pau, Nimes, Angouleme, Altenburg and Zweibrüc
ken airports,
ordering Ryanair to repay a
total of approximately €10m of alleged aid. In 20
16, the Eu
ropean Commission a
nnounced
findings of state aid to Ryanair in its arrangements with Cagliari and Klagenfurt, ord
ering Ryanair to repay approximately
€13m of alleged aid. Ryanair appealed the seven “aid” decisions to the EU General Court. In 2018,
the EU
General Court
upheld the European Commission’s finding
s regarding Ryanair’s arrangements with Pau, Nimes, Angouleme and
Altenburg airports, and overturned the European
Commission’s finding regarding Ryanair’s arrangement with
Zweibrücken airport. Ry
anair a
ppealed these four neg
ative rulings to the Europe
an Court of Justice, but in December
2019 Ryanair discontinued
the appeals as the Court ha
d refused to grant an or
al hearing in any of the cases.
The appeal
before the General Court regarding Ryanair’s arran
gements with Cagliari airport is pending. In 2021, the General Court
upheld the European C
ommission’s finding rega
rding Ryanair’s arr
angements with Klagenfurt a
irport. Ryanair appealed
this negative finding to the European Court of Justice in late 2021 an
d a ruling is c
urrently expected in 2022. In August
2019, the European Commission announced findings of state aid to Ryanair in its arrangements with Montpellier airport,
ordering Ryanair to repay a total of approximately €9m of alleged aid. Ryanair appealed the Montpellier “aid” decision to
the General Court. It is currently expected that the ap
peal proceedings before the General Court regarding
Ryanair’s
arrangements at Montpellie
r airport will conclude in 2022 or 2023
.
Ryanair is facing similar legal challenges with respect to agreements with certain other airports, notably Paris
(Beauvais),
La
Rochelle
,
Carcass
onne,
Giron
a,
Reus,
T
ârgu
M
ureș,
B
eziers
and
Frankfurt
(Hahn).
These
investigations
are ongoing and Ryanair currently expects that they will con
clude in 2022, with any European Commission decisions
appealable to the EU General Court.
Ryanair is also facing an allegati
on that it has benefited from unlawful st
ate aid in a German court case
in
relation to its arrangements with Frankfurt (
Hahn).
Adv
erse rulings in the above or similar cases could be used as precedents by competitors to challenge Ryanair’s
agreements with other publicly
-
o
wned airports and could cause Ryanair to strongly reconsider its growth strategy in
relation to public or state
-
o
wn
ed
airports
across
Europ
e.
This
could
in
turn
lead
to
a
scaling
back
of
Ryan
air’s
g
rowth
strategy due to the smaller number of privately owned airports ava
ilable for development. No assurance can be given
as to the outcome of these p
roceedings, nor as to whether any unfa
vorable outcomes may, individually or in the
aggregate, have a material adverse effect on the results of operations or financial condition of the Comp
any.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
128
127
Item 7.
Major Shareholder
s
and
Related Par
ty Transac
tions
As of June 30, 2022, there were 1,135,183,528 Ordinar
y Shares outstanding. As of that date,
97,672,993
ADRs,
representing
488,364,9
66
O
rdinary Shares, were held of record in the United States by 53
holders, and represented i
n the
aggregate 43% of the number of Ordinary Sha
res then outstanding. See “Item 10
. Additional Information
Arti
cles of
Association” and “
Limit
ations on Share Ownership by Non
-
EU Nationals.”
MAJOR SHAREHOLDERS
Based on information available to Ryanair H
oldings, the following table summ
arizes the holdings of those
shareholders holding 3% or more of the Ordinary Share
s as of June 30, 2022, June 30, 2021 and June 30, 2
020, the latest
practicable date prior to the Comp
any’s publication of its statutory Annua
l Report in each of the relevant years
.
As
of
June
30,
2022
As
of
June
30
,
2021
As
of
June
30
,
2020
%
of
%
of
%
of
No.
of
S
hares
Class
No.
of
S
hares
Class
No.
of
S
hares
Class
HSBC Holdings PLC
116,367,663
10.3
%
82,194,848
7.3
%
67,354,927
6.2
%
Capital
96,449,310
8.5
%
130,030,773
11.5
%
57,032,560
5.2
%
Baillie Giffor
d
84,361,020
7.4
%
102,427,272
9.1
%
66,071,123
6.1
%
AKO Capital
58,131,953
5.1
%
54,195,746
4.8
%
52,742,694
4.8
%
Parvus Asset M
anagement Europe
57,556,875
5.1
%
57,414,314
5.1
%
MFS
50,061,594
4.4
%
39,839,051
3.5
%
42,511,940
3.9
%
Fidelity
44,869,519
4.0
%
47,096,727
4.2
%
37,445,184
3.4
%
Société Générale SA
(SG SA)
44,813,877
3.9
%
79,113,810
7.0
%
Michael
O’Lear
y
44,096,725
3.9
%
44,096,725
3.9
%
44,096,725
4.0
%
Harris A
ssociat
es
37,426,765
3.3
%
25,418,560
2.3
%
57,307,445
5.3
%
Egerton Capital
46,430,130
4.1
%
51,570,640
4.7
%
As
of June 30
, 2022, the beneficial holdings in Ordin
ary Shares of the Directors of Ryanair H
oldings as a group
was 45,511,118 Ordinary Shares, represent
ing 4.01% of Ryanair Holdings’ outstanding Ordinary Shares as of such date.
See also Note 19(d) to the
consolidated finan
cial statements included herein.
As of March 31, 2022, there were 1,134,528,528 Ordinary Shares outstanding.
Based on information available to
Ryanair Holdings, the fol
lowing table summarizes holding
s of those shareholders holding 3% or
mo
re of the Ordinary
Shares as of March 31, 2022, March 31, 2021
and March 31, 2020.
As
of
March
31,
2
022
As
of
March
31,
2
021
As
of
March
31,
2020
%
of
%
of
%
of
No.
of
S
hares
Class
No.
of
S
hares
Class
No.
of
S
hares
Class
Capital
117,345,252
10.3
%
127,825,495
11.3
%
39,857,370
3.5
%
HSBC
Hold
ings PLC
103,285,582
9.1
%
81,175,344
7.2
%
62,229,577
5.7
%
Baillie G
if
ford
88,863,106
7.8
%
105,753,192
9.4
%
64,478,495
5.9
%
Société Générale SA
72,365,694
6.4
%
82,686,947
7.3
%
AKO Capit
al
57,494,324
5.1
%
54,526,393
4.8
%
55,240,252
4.5
%
Parvus Asset M
anagement Europe
49,760,850
4.4
%
41,007,236
3.6
%
MFS
44,973,351
4.0
%
39,933,396
3.5
%
42,478,088
3.9
%
Fidelity
44,399,286
3.9
%
47,674,061
4.2
%
34,436,688
3.1
%
Marshall Wace
44,356,764
3.9
%
Michael O
’L
eary
44,096,725
3.9
%
44,096,725
3.9
%
44,096,725
4.0
%
Egerton Capital
46,270,426
4.1
%
47,829,821
4.4
%
RELATED PARTY
TRANSACTIONS
The Company has not entered into any “related party transactions” (except for remuneration paid by Ryanair to
members of key managem
ent personnel as disclosed
in Note 27 to the consolida
ted financial statements) in
the three
fiscal years ending March 3
1, 2022 or in the period from March 31, 2022
to the da
te hereof.
128
Item 8.
Financial Informatio
n
CONSOLIDATED FINANCIAL
STATEMENT
S
Please refer to “Item 18. Financial Statements.”
OTHER FINANCIAL
INFOR
MATION
Legal Proceedings
The Company is engag
ed in litigation arising
in the ordinary course of
its business. Although no
assurance can
be given as to the outcome of any current or pending
litigation, management does not believe that any such
litigation
will, individually or in the aggregate, have a materi
al adverse effect on the results
of operations or financial condition of
the Company, except as described belo
w.
EU State Aid
-
Related Proceedings.
Since
2002, the European Comm
ission has examined the agreements
between Ryanair and
various airports to esta
blish whether they
constituted illegal state a
id. In many cases, the
European
Commission has concluded
that the agreements did
not constitute state aid. In other cases, Ryanair has successfully
challenged the European Commission finding
s
that there was sta
te aid. In 2014, the European Commission announced
findings of state aid to Ryanair in its arrangements
with Pau, Nimes, Angouleme, Altenburg and Zweibrüc
ken airports,
ordering Ryanair to repay a
total of approximately €10m of alleged aid. In 20
16, the Eu
ropean Commission a
nnounced
findings of state aid to Ryanair in its arrangements with Cagliari and Klagenfurt, ord
ering Ryanair to repay approximately
€13m of alleged aid. Ryanair appealed the seven “aid” decisions to the EU General Court. In 2018,
the EU
General Court
upheld the European Commission’s findings regarding
Ryanair’s arrangements with Pau, Nimes, Angouleme and
Altenburg airports, and overturned the European
Commission’s finding regarding Ryanair’s arrangement with
Zweibrücken airport. Ry
anair a
ppealed these four neg
ative rulings to the Europe
an Court of Justice, but in December
2019 Ryanair discontinued
the appeals as the Court ha
d refused to grant an or
al hearing in any of the cases.
The appeal
before the General Court regarding Ryanair’s arran
gements with Cagliari airport is pending. In 2021, the General Court
upheld the European C
ommission’s finding rega
rding Ryanair’s arr
angements with Klagenfurt a
irport. Ryanair appealed
this negative finding to the European Court of Justice in late 2021 and a ruling is currently
expected in 2022. In August
2019, the European Commission announced findings of state aid to Ryanair in its arrangements with Montpellier airport,
ordering Ryanair to repay a total of approximately €9m of alleged aid. Ryanair appealed the Montpellier “aid” decision to
the General Court. It is currently expected that the ap
peal proceedings before the General Court regarding
Ryanair’s
arrangements at Montpellie
r airport will conclude in 2022 or 2023
.
Ryanair is facing similar legal challenges with respect to agreements with certain other airports, notably Paris
(Beauvais),
La
Rochelle
,
Carcass
onne,
Giron
a,
Reus,
T
ârgu
M
ureș,
B
eziers
and
Frankfurt
(Hahn).
These
investigations
are ongoing and Ryanair currently expects that they will con
clude in 2022, with any European Commission decisions
appealable to the EU General Court.
Ryanair is also facing an allegati
on that it has benefited from unlawful st
ate aid in a German court case
in
relation to its arrangements with Frankfurt (
Hahn).
Adv
erse rulings in the above or similar cases could be used as precedents by competitors to challenge Ryanair’s
agreements with other publicly
-
o
wned airports and could cause Ryanair to strongly reconsider its growth strategy in
relation to public or state
-
own
ed
airports
across
Europ
e.
This
could
in
turn
lead
to
a
scaling
back
of
Ryan
air’s
g
rowth
strategy due to the smaller number of privately owned airports ava
ilable for development. No assurance can be given
as to the outcome of these p
roceedings, nor as to whether any unfa
vorable outcomes may, individually or in the
aggregate, have a material adverse effect on the results of operations or financial condition of the Comp
any.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
130
129
129
Legal Proceedings
Against Internet
Ticket Touts.
The Company is
involved in a num
ber of legal proceedings
against internet ticket t
outs (“screenscraper websites
”) in the Czech Republic, G
ermany, Ireland, France, Ita
ly, Poland,
Switzerland, the U.K. and the
U.S. Screens
craper websites gain unauthorized ac
cess to Ryanair’s website and booking
system, extract flight and pricing information and disp
lay it o
n their own websites for sale to customers at prices which
include intermediary fe
es on top of Ryanair’s f
ares. Ryanair does not
allow any such commercial use of its w
ebsite and
objects to the practice of screenscr
aping also on the basis of certain legal principles, such as database righ
ts, copyright
protection, etc. The Company’s objective is to prevent any u
nauthorized use of it
s website and to prevent consumer
harm, and the resultant reputational damage to the C
ompany, that may arise due to the failure by some operators of
screenscraper websites t
o provide Ryanair with the passeng
ers’ genuine contact and pay
ment method details. T
he
Company also believes tha
t the selling of airline tickets by screenscraper websit
es is inherently anti
-
consumer as it
inflates the cost of air travel. At the same time, Ryanair encourages genuine p
rice co
mparison
websites which all
ow
consumers to compare pri
ces of several airlines and then refer c
onsumers to the airline website in order to per
form the
booking at the original fare.
Ryanair offers licensed access to its flight
and pricing information to such website
s.
Ryanair
also per
mits
GDSs to prov
ide access to Ryanair’s fares to traditional bric
ks and mortar travel agencies and closed
corporate portals. The Company has
received favorable rulings in France, Germany, the Czech Republic, Ireland, Italy,
the Netherlands and the U
.S.
, a
nd unfavor
able rulings in Germany, the Cz
ech Republic, Spain, Fran
ce, Switzerland and
Italy. However, pending the outcome of these legal proceed
ings and if Ryanair were to be ultimately unsuccessful in
them, the activities of screenscraper websites could l
ead to a reduction in the number of customers who book directly
on Ryanair’s website and l
oss of ancillary revenues which are an
important source of profitab
ility through the sale of car
hire, hotels, travel insurance, etc. Als
o, some customers may be lost
to the Company once they are pres
ented by a
screenscraper website with a Ryanair fare inflated
by the scr
eenscraper’s intermedia
ry fee. See “Item 3. Key
Information
Risk F
actors
Risks Related to the Com
pany
The Company Faces
Risks Related to Unauthorized
Use of
Information from the Company’s
Website”.
U.S. Litigation.
In November 2018, a putati
ve securities class action complaint was filed against the Company
and Mr. O’Leary in the United
States District Court for the Southern District of New York (th
e “D
istrict Court”).
The District
Court appointed lead plainti
ffs, the City of Birmingham Retiremen
t and Relief System and City of Birm
ingham Firemen’s
and Policemen’s Suppleme
ntal Pension System (the “Birmingham Funds”
), in January 2019. The Birmingham Funds
filed an amended complaint in Ap
ril 2019 that purports to be on behalf of purchasers of Ryanair American Depositary
Shares (“ADSs”) b
etween May 30, 2017 and Septemb
er 28, 2018. The amended compl
aint alleges, among o
ther things,
that in filings with the SEC
,
investor calls, interv
iews, and other communic
ations, the Company and/or Mr. O’
Leary made
materially false and misleading
statements and omissions regarding em
ployment and financial data,
employee
negotiation processes, the Septem
ber 2017 pilot rostering
management issue, and the likelihood and finan
cial impact
of unionization, which al
legedly artificially inflated th
e market value of the Com
pany’s securities. In June 2
020, the
District Court issued a rulin
g dismissing in part the Birmingham Funds’
claims
, in
cluding claims regarding employment
and financial data, empl
oyee negotiation processes, the Septem
ber 2017 pilot rostering management issu
e, and the
financial impact of unioni
zation. The Birmingham Funds’ claims rega
rding the likelihood of unionizat
ion
were not
dismissed. In March 2021, the Birming
ham Funds issued a motion to amend their claim
,
seeking,
among other things,
to re
-
introduce prior dism
issed claims. The Company
and Mr. O’Leary filed an opposition to the m
otion to amend in May
2021. The motion was refu
sed in March 2022 but the C
ompany believes that the plaintiffs ar
e likely to cont
inue pursuing
their complaint.
Dividend Policy
Since its incorporation as
the holding company for Ryanai
r in 1996, Ryanair Holdings has only occasi
onally
declared special dividends on both its Ordinary Shares and ADRs. The D
irectors of the Company declar
ed on May 21,
2012 that Ryanair Holdings intended to pay a special dividend of €0.34 per o
rdinary share (approximatel
y €492m) and
this special dividend was p
aid on November 30, 2012. The Company indi
cated on May 19, 2014 that it planne
d to pay a
special d
ividend of up to approximately €520m in the fourth quarter o
f fiscal year 2015, and this special dividend was
paid on February 27, 2015. In September 2015 the Co
mpany announced a B share scheme of €398m to return the
proceeds from the sale of its shares in
Aer Lingus to shareholders;
payments to shareholders issued in October 201
5.
130
Share
Buyback Pr
ogram
Following shareholder approval at the 20
06 annual general
meeting, a €300m share buyback program w
as
formally announced on June 5
, 2007. Permission was re
ceived at the annual ge
neral meeting held on September 2
0,
2007 to repurchase a maxi
mum of 75.6m Ordinary Shares representing 5
% of the Company’s then outstan
ding share
capital. The €300m sh
are buyback of approximat
ely 59.5m Ordinary Shares, re
presenting a
pproximate
ly 3.8% of the
Company’s pre
-
existing
share capital, was completed in November 2007. In February 2008, the Company announced a
second share buyback program of up to €200m worth of Ordinary Shares, which was ratified by shareholders at the
annual
general meeting
held on September 18, 2008. 18.1m Ordinary Shares were repurchased und
er this program at a
cost of approximately €46m. The Company also completed share buybacks of €125m in respect of 36.5m Ordinary
Shares in fiscal year 2012 and 15m Ordina
ry Shares at a cost of approximately €68
m in fiscal year 2013.
In April 2012, the Compan
y held an EGM to authorize
the Directors to repurchase Ordinary
Shares and ADRs fo
r
up to 5% of the issued share capital of the Company traded on the NASDAQ. Up until
April 2012, shareholder
s had only
authorized the Directors to repurchase Ordinary Shares. As the ADRs typically trade at a premium compared to Ordinary
Shares, this has resulted in increased costs in performing share buybacks and may continue to do so in the future. This
authority was renewed
at the Annual General Meeting
held on September 20, 2013
and at subsequent Annual General
Meetings and an Extraordin
ary General Meeting in 2016.
In fiscal year 2014, 69.5m Ordinary Shares (including Ordinary Shares
underlying ju
st
over 6m ADRs) were
repurchased at a cost of approximately €482m
. In February
2015, the Company announc
ed a €400m ordinary share
buyback program which was completed between Febru
ary and August 2015. In February 2016, the Company announced
a
n €800m Ordinary Share
buyback program (including Ordinary Sh
ares underlying ADRs) and this prog
ram was
subsequently increased to €886m in June 2016. €418m of this program was completed in fiscal year 2016 to buyback
approximately 29.1m
shares (
including a
pproximately 19.9m shares und
erlying A
DRs) with the remaining €468m spent
in fiscal year 2017 to buyb
ack approximately 36m shares (including app
roximately 3.9m shares und
erlying ADRs). In
addition to the abo
ve, in fiscal year 2017, the
Company bought back
36.4m sh
ares (including approximately 17.7
m
shares underlying ADRs) at a total cost of approximatel
y €550m during the period November 2016 to February 2017. In
February 2017
,
the Company announc
ed the commencement of a €150m share buyback program in respec
t of sh
ares
underlying ADRs. The Com
pany bought back approximately 2m shares under
lying ADRs at a cost of €39m under this
program during fiscal year
2018. In addition to the above, in fiscal year 2018, the Company bough
t back 33m shares at
a total cost of
€600m under its €600m share buyback
program which commenced in M
ay 2017 and 11.7m shares at a
total cost of €190m under its €750m share buyback which commenc
ed in February 2018. In fiscal year 2019
,
the
Company bought back 37.8m shares at a total cost of a
pproximately €56
1m under its €
750m share buyback which
commenced in Februa
ry 2018.
In fiscal y
ear 2020
,
the Company bought ba
ck approximately
47.2
m sh
ares (including
15.8m shares underlying ADRs) at a cost
of €5
81
m under its €700m share buyback program (in
cluding Ordinary Shares
underlying ADRs) which
was announced and commen
ced in May 2019. This share buyb
ack program was terminated in
March 2020 as part of a series of measures intr
oduced to preserve cash during the Covid
-
19 crisis.
In fiscal year 2021
,
t
he Company issued approximately 35.2
m shares under a non
-pre-
emptive placing to a
number of institutional investors and certain of the Company’s directors and members of its senio
r management team.
The shares were issued at a price of €11.35 per share rais
ing gross proceeds of approximately €400
m. The shares
issued represented approxi
mately 3.2% of the Company’s issued share capital immediately prior to the placing.
There were no share repur
chases in fiscal year 20
22.
See “Item 9. The Offer and Listing
Tr
ading Markets and Share Prices” below for further information rega
rding
share buybacks.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
130
129
Legal Proceedings
Against Internet
Ticket Touts.
The Company is
involved in a nu
mber of legal proceedings
against internet ticket t
outs (“screenscraper websites
”) in the Czech Republic, G
ermany, Ireland, France, Ita
ly, Poland,
Switzerland, the U.K. and the
U.S. Screens
craper websites gain unauthorized ac
cess to Ryanair’s website and booking
system, extract flight and pricing information and disp
lay it o
n their own websites for sale to customers at prices which
include intermediary fe
es on top of Ryanair’s f
ares. Ryanair does not
allow any such commercial use of its w
ebsite and
objects to the practice of screenscr
aping also on the basis of certain legal principles, such as database righ
ts, copyright
protection, etc. The Company’s objective is to prevent any u
nauthorized use of it
s website and to prevent consumer
harm, and the resultant reputational damage to the C
ompany, that may arise due to the failure by some operators of
screenscraper websites t
o provide Ryanair with the passeng
ers’ genuine contact and pay
ment method details. T
he
Company also believes tha
t the selling of airline tickets by screenscraper websit
es is inherently anti
-
consumer as it
inflates the cost of air travel. At the same time, Ryanair encourages genuine p
rice co
mparison
websites which all
ow
consumers to compare pri
ces of several airlines and then refer c
onsumers to the airline website in order to per
form the
booking at the original fare.
Ryanair offers licensed access to its flight
and pricing information to such website
s.
Ryanair
also per
mits
GDSs to prov
ide access to Ryanair’s fares to traditional bric
ks and mortar travel agencies and closed
corporate portals. The Comp
any has received favorable rulings in France, Germany, the Czech Republic, Ireland, Italy,
the Netherlands and the U
.S.
, a
nd unfa
vorable rulings in Germany, the Cz
ech Republic, Spain, Fran
ce, Switzerland and
Italy. However, pending the outcome of these legal proceed
ings and if Ryanair were to be ultimately unsuccessful in
them, the activities of screenscraper websites could l
ead to a reduction in the number of customers who book directly
on Ryanair’s website and l
oss of ancillary revenues which are an
important source of profitab
ility through the sale of car
hire, hotels, travel insurance, etc. Als
o, some customers may be lost
to the Company once they are pres
ented by a
screenscraper website with a Ryanair fare inflated
by the scr
eenscraper’s intermedia
ry fee. See “Item 3. Key
Information
Risk F
actors
Risks Related to the Com
pany
The Company Faces
Risks Related to Unauthorized
Use of
Information from the Company’s
Website”.
U.S. Litigation.
In November 2018, a putati
ve securities class action complaint was filed against the Company
and Mr. O’Leary in the United
States District Court for the Southern District of New York (th
e “D
istrict Court”).
The District
Court appointed lead plainti
ffs, the City of Birmingham Retiremen
t and Relief System and City of Birm
ingham Firemen’s
and Policemen’s Suppleme
ntal Pension System (the “Birmingham Funds”
), in January 2019. The Birmingham Funds
filed an amended complaint in Ap
ril 2019 that purports to be on behalf of purchasers of Ryanair American Depositary
Shares (“ADSs”) b
etween May 30, 2017 and Septemb
er 28, 2018. The amended compl
aint alleges, among o
ther things,
that in filings with the SEC
,
investor calls, interv
iews, and other communic
ations, the Company and/or Mr. O’
Leary made
materially false and misleading
statements and omissions regarding em
ployment and financial data,
employee
negotiation processes, the Septem
ber 2017 pilot rostering
management issue, and the likelihood and finan
cial impact
of unionization, which al
legedly artificially inflated th
e market value of the Com
pany’s securities. In June 2
020, the
District Court issued a rulin
g dismissing in part the Birmingham Funds’
claims
, in
cluding claims regarding employment
and financial data, empl
oyee negotiation processes, the Septem
ber 2017 pilot rostering management issu
e, and the
financial impact of unioni
zation. The Birmingham Funds’ claims rega
rding the likelihood of unionizat
ion
were not
dismissed. In March 2021, the Birming
ham Funds issued a motion to amend their claim
,
seeking,
among other things,
to re
-
introduce prior dism
issed claims. The Company
and Mr. O’Leary filed an opposition to the m
otion to amend in May
2021. The motion was refu
sed in March 2022 but the C
ompany believes that the plaintiffs ar
e likely to cont
inue pursuing
their complaint.
Dividend Policy
Since its incorporation as
the holding company for Ryanai
r in 1996, Ryanair Holdings has only occasi
onally
declared special dividends on both its Ordinary Shares and ADRs. The D
irectors of the Company declar
ed on May 21,
2012 that Ryanair Holdings intended to pay a special dividend of €0.34 per o
rdinary share (approximatel
y €492m) and
this special dividend was p
aid on November 30, 2012. The Company indi
cated on May 19, 2014 that it planne
d to pay a
special d
ividend of up to approximately €520m in the fourth quarter o
f fiscal year 2015, and this special dividend was
paid on February 27, 2015. In September 2015 the Co
mpany announced a B share scheme of €398m to return the
proceeds from the sale of its shares in
Aer Lingus to shareholders;
payments to shareholders issued in October 201
5.
130
Share
Buyback Pr
ogram
Following shareholder approval at the 2006 annual general meeting, a €300m share buyback program was
formally announced on June 5
, 2007. Permission was re
ceived at the annual ge
neral meeting held on September 2
0,
2007 to repurchase a maxi
mum of 75.6m Ordinary Shares representing 5
% of the Company’s then outstan
ding share
capital. The €300m share
buyback of approximately
59.5m Ordinary Shares, rep
resenting a
pproximately 3
.8% of the
Company’s pre
-
existing
share capital, was completed in November 2007. In February 2008, the Company announced a
second share buyback program of up to €200m worth of Ordinary Shares, which was ratified by shareholders at the
annual
general meeting
held on September 18, 2008. 18.1m Ordinary Sha
res were repurchased under this program at a
cost of approximately €46m. The Company also completed share buybacks of €125m in respect of 36.5m Ordinary
Shares in fiscal year 2012 and 15m Ordina
ry Shares at a cost of approximately €68
m in fiscal year 2013.
In April 2012, the Compan
y held an EGM to authorize
the Directors to repurchase Ordinary
Shares and ADRs fo
r
up to 5% of the issued share capital of the Company traded on the NASDAQ. Up until
April 2012, shareholder
s had only
authorized the Directors to repurchase Ordinary Shares. As the ADRs typically trade at a premium compared to Ordinary
Shares, this has resulted in increased costs in performing share buybacks and may continue to do so in the future. This
authority was renewed
at the Annual General Meet
ing held on September 20, 20
13 and at subsequent Ann
ual General
Meetings and an Extraordin
ary General Meeting in 2016.
In fiscal year 2014, 69.5m Ordinary Shares (including Ordinary Shares
underlying ju
st
over 6m ADRs) were
repurchased at a cost of approximately €482m
. In February
2015, the Company announc
ed a €400m ordinary share
buyback program which was completed between Febru
ary and August 2015. In February 2016, the Company announced
a
n €800m Ordinary Share
buyback program (including Ordinary Sh
ares underlying ADRs) and this prog
ram was
subsequently increased to €886m in June 2016. €418m of this program was completed in fiscal year 2016 to buyback
approximately 29.1m
shares (
including a
pproximately 19.9m shares underlying ADRs) with the remaining €468m sp
ent
in fiscal year 2017 to buyb
ack approximately 36m shares (including app
roximately 3.9m shares und
erlying ADRs). In
addition to the abo
ve, in fiscal year 2017, the
Company bought back
36.4m sh
ares (including approximately 17.7
m
shares underlying ADRs) at a total cost of approximatel
y €550m during the period November 2016 to February 2017. In
February 2017
,
the Company announc
ed the commencement of a €150m share buyback program in respec
t of sh
ares
underlying ADRs. The Com
pany bought back approximately 2m shares under
lying ADRs at a cost of €39m under this
program during fiscal year
2018. In addition to the above, in fiscal year 2018, the Company bough
t back 33m shares at
a total cost of
€600m under its €600m share buyback
program which commenced in M
ay 2017 and 11.7m shares at a
total cost of €190m under its €750m share buyback which commenc
ed in February 2018. In fiscal year 2019
,
the
Company bought back 37.8m shares at a total cost of a
pproximately €56
1m under its €
750m share buyback which
commenced in Februa
ry 2018.
In fiscal y
ear 2020
,
the Company bought ba
ck approximately
47.2
m shares
(including
15.8m shares underlying ADRs) at a cost
of €
581
m under its €700m share buyback program (in
cluding Ordinary Shares
underlying ADRs) which
was announced and commen
ced in May 2019. This share buyb
ack program was terminated in
March 2020 as part of a series of measures intr
oduced to preserve cash during the Covid
-
19 crisis.
In fiscal year 2021
,
t
he Company issued approximately 35.2
m shares under a non
-pre-
emptive placing to a
number of institutional investors and certain of the Company’s directors and members of its senio
r management team.
The shares were issued at a price of €11.35 per share rais
ing gross proceeds of approximately €400
m. The shares
issued represented approxi
mately 3.2% of the Company’s issued share capital immediately prior to the placing.
There were no share repur
chases in fiscal year 20
22.
See “Item 9. The Offer and Listing
Tr
ading Markets and Share Prices” below for further information rega
rding
share buybacks.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
132
131
131
SIGNIFICANT
CH
ANGES
There have been no significant changes b
etween
March 31, 2022
and the date of publication of this report.
Item 9
.
The Offer an
d Listing
TRADING MARKETS
The primary market for Ryanai
r Holdings’ Ordinary Shares is Euronext Dublin.
In December 2021, Ryanair
Holdings delisted from the London St
ock Exchange as the vol
um
e of trading on the London Stock Exchan
ge did not
justify the costs related
to such listing. The Ordinary S
hares were first listed for tr
ading on the Official List of Euronext
Dublin in June 1997 and were first admitted to the Official List of the London
Stock Exchange in July 1998.
ADRs, each representing 5 Ordinar
y Shares, are traded on NASDAQ. T
he Bank of New York Mellon is Ryanair
Holdings’ depositary for purp
oses of issuing ADRs evidencing the ADSs.
Ryanair Holdings’ shares trade und
er the followi
ng stock symbols:
Euronext Dublin
RY4C
NASDA
Q
RYAAY
Since certain of the Ordinary Shares are held by brokers or o
ther nominees, the number of direct record ho
lders
in the United States, which is reported as 53, may not be fully
indicative of the number of direct beneficial owners in the
United States, or of where the direct benefi
cial owners of such shares are resident.
In order to increase the per
centage of its share capital held
by EU nationals, beginning Ju
ne 26, 2001, Ryanai
r
Holdings instructed the D
epositary to suspend the issu
ance of new ADRs in exchang
e for the deposit of Ordinary Sh
ares
until further notice. Therefore, holders of Ordinary Shares cannot currently conve
rt their Ordinary Shares into ADRs. The
Deposi
tary wil
l however convert existing ADRs into Ordinary Shares at the request of the holders of such ADRs. The
Company in 2002 implemented additional measures to restrict the ability of non
-
EU nationals to purchase Ordinary
Shares. As a result, non
-
EU nationals are
currently effectively barred from purch
asing Ordinary Shares. See “Item 10.
Additional Information
L
imitations on Share Owners
hip by Non
-
EU Nationals” for addition
al information.
The Company, at its AGM
and EGM of the Shareholders, has, in re
cent years,
passed a special resolu
tion
permitting the Company to eng
age in Ordinary Share buyback programs subject
to certain limits noted below. Since
June 2007 (when the C
ompany engaged in its first Ordi
nary Share buyback program
) the Company has repurch
ased the
fo
llowing Ordinary Shares:
Year ended March 31,
No.
of
shares (m)
Approx.
cos
t
(€m
)
2009
-
2018
322.7
3,384.9
2019
37.8
560.5
2020
47.2
580.5
2021
2022
Period through July 21, 2022
Total
407.7
4,525.9
At an EGM of Shareho
lders held on April 19, 2012, the Comp
any obtained a new repurch
ase authority which
enables the Company to rep
urchase the Company’s ADRs which are trad
ed on NASDAQ. Any ADRs purchased are
converted to Ordinary Shares b
y the Company’s br
okers for sub
sequent repurchase and cancellation by the Company.
132
As of June 30, 2022, the total
number of options over Ordinary Shares outstanding under the Company’s Option
Plan 2013 was
21.96m
, representing approximately
1.9
% of the Company’s issued sh
are capital at that date. As of June
30, 2022, the total number of conditional share awards outstanding u
nder the Company’s LTIP 2019 was
0
.91
m,
representing approxima
tely 0.1% of the Company’s iss
ued share capital at that da
te. 18.51m options outstanding
and
all conditional shares referr
ed to above had not yet vested at July 21, 2022.
Item 10.
Additional Information
DESCRIPTION OF CAPITAL
STOCK
Ryanair Holdings’ cap
ital stock consists of Ordin
ary Shares, each having a pa
r value of 0.600 euro cent.
As of
March 31, 2022, a total of
1,134,528,528
Ordinary Shares were outstanding.
On February 26, 2007, Ryanair effected a 2
-for-
1 share
split as a re
sult of which each of its then existing Ordinary
Shares, with a par value of 1.27 euro cent, was split into two new Ordina
ry Shares, with a par value of 0.635 euro. On
October 27, 2015, the Company completed a capital reorganization which involved the cons
olidation of its ordinary share
capital on a 39 for 40 basi
s which resulted in the red
uction of ordinary shares i
n issue by 33.8m ordinary
shares to
1,319.3m as at that date. The par value of an
ordinary share was also reduced fro
m 0.635 euro cent each to
0.600
euro
each under the reorgani
zation. All ‘B’ Shares and
Deferred Shares issued in
connection with the B scheme
were either
redeemed or cancelled during fiscal year 2016 such that there were no ‘B’ Shares or D
eferred Shares remaining
in issue
as at Mar
ch 31, 2016. Each
Ordinary Share entitles the holder thereof t
o one vote in respect of any matter vot
ed upon by
Ryanair Holdings’ shareholders
subject to limitations described under
I
tem 10. A
dditional Information”
Limitations on
Share Ownership by Non
-
EU
Nation
als”.
OPTIONS
TO
PURCHASE
S
ECURITIES FROM REGISTR
ANT OR SUBSIDIARIES
During fiscal year 2014, R
yanair Holdings’ shareh
olders approved a stock option
plan at the Company’s
2013
AGM
(referred to herein as “Op
tion Plan 2013”), under which all employees and D
irectors were eligible to receive options.
Grants of options were permitted to take place at the close of any of the ten years beginning with fiscal year 2014 (Option
Plan 2013
wa
s replaced by LTIP 2019 following shareholder approval at the 2019 AGM
see details below).
O
ptions
are subject to
a 5
-
year performan
ce period. Under the rules
of Option Plan 2013, no option is
capable of being exer
cised
after the eighth anniversary of th
e date of grant.
The Remuneration Committee (“Remco”) has discretion to determine
the financial performance targets
that must be met with respect to the financial year.
Those targets relate d
irectly to
the achievement of certa
in year
-
on
-
year g
rowth targe
ts in the Company’s profit after tax (“PAT”) figures for ea
ch of the
financial years of the performance period and/o
r certain share price targets.
Under Option Plan 20
13, 36 senior managers were gra
nted 10m share options, in
aggregate, at a strike price
of
€6.25 in July 2014. These o
ptions vested in May 2019 for Managers/Directors who continued to be emp
loyed at
April
30, 2019 and were fully exercised at June 30
, 2022. Further, 3.5m share options were g
ranted, in aggregate, to Executive
Officers (excludi
ng M
r. O’Leary) at
a strike price of €6.7
4 in October 2014. These o
ptions vested in July 2019
.
I
n
November 2014, 5m options were granted to Mr. O’Leary as part of his 5
-
year employment contract. These options,
which were granted at a
strike price of €8.
35, vested in July 201
9. During fiscal year 2016, 30,000 options were g
ranted
to new N
on
-
Executive Bo
ard members at a strike pric
e of €11.38. These options vested in Ma
y 2019 and were fully
exercised at June 30, 2022. During the fiscal year 201
7, 34 manag
ers (excluding the Executive Officers) wer
e granted
3m share options, in aggregate, at a strike price of €12.00
. These options were subject to certain targets in relation to
PAT and/or share price and
partially vested in March 2021.
The balance will vest in M
arch 2023, subject to performance
conditions being met and the managers remaining
in the Group’s employment until March 31, 2023. During fiscal year
2018, 100,000 options were granted at a strike price of €17.55 to a new senior
manager as part of their
employment
contract. These options ve
sted in May 2018 and have since lapsed. During fisc
al year 2019, 10m options were granted
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
132
131
SIGNIFICANT
CH
ANGES
There have been no significant changes b
etween
March 31, 2022
and the date of publication of this report.
Item 9
.
The Offer an
d Listing
TRADING MARKETS
The primary market for Ryanai
r Holdings’ Ordinary Shares is Euronext Dublin.
In December 2021, Ryanair
Holdings delisted from the London St
ock Exchange as the vol
um
e of trading on the London Stock Exchan
ge did not
justify the costs related
to such listing. The Ordinary S
hares were first listed for tr
ading on the Official List of Euronext
Dublin in June 1997 and were first admitted to the Official List of the London
Stock Exchange in July 1998.
ADRs, each representing 5 Ordinar
y Shares, are traded on NASDAQ. T
he Bank of New York Mellon is Ryanair
Holdings’ depositary for purp
oses of issuing ADRs evidencing the ADSs.
Ryanair Holdings’ shares trade und
er the followi
ng stock symbols:
Euronext Dublin
RY4C
NASDA
Q
RYAAY
Since certain of the Ordinary Shares are held by brokers or o
ther nominees, the number of direct record ho
lders
in the United States, which is reported as 53, may not be fully
indicative of the number of direct beneficial owners in the
United States, or of where the direct benefi
cial owners of such shares are resident.
In order to increase the per
centage of its share capital held
by EU nationals, beginning Ju
ne 26, 2001, Ryanai
r
Holdings instructed the D
epositary to suspend the issu
ance of new ADRs in exchang
e for the deposit of Ordinary Sh
ares
until further notice. Therefore, holders of Ordinary Shares cannot currently conve
rt their Ordinary Shares into ADRs. The
Deposi
tary wil
l however convert existing ADRs into Ordinary Shares at the request of the holders of such ADRs. The
Company in 2002 implemented additional measures to restrict the ability of non
-
EU nationals to purchase Ordinary
Shares. As a result, non
-
EU nationals are
currently effectively barred from purch
asing Ordinary Shares. See “Item 10.
Additional Information
L
imitations on Share Owners
hip by Non
-
EU Nationals” for addition
al information.
The Company, at its AGM
and EGM of the Shareholders, has, in re
cent years,
passed a special resolu
tion
permitting the Company to eng
age in Ordinary Share buyback programs subject
to certain limits noted below. Since
June 2007 (when the C
ompany engaged in its first Ordi
nary Share buyback program
) the Company has repurch
ased the
fo
llowing Ordinary Shares:
Year ended March 31,
No.
of
shares (m)
Approx.
cos
t
(€m
)
2009
-
2018
322.7
3,384.9
2019
37.8
560.5
2020
47.2
580.5
2021
2022
Period through July 21, 2022
Total
407.7
4,525.9
At an EGM of Shareho
lders held on April 19, 2012, the Comp
any obtained a new repurch
ase authority which
enables the Company to rep
urchase the Company’s ADRs which are trad
ed on NASDAQ. Any ADRs purchased are
converted to Ordinary Shares b
y the Company’s br
okers for sub
sequent repurchase and cancellation by the Company.
132
As of June 30, 2022, the total
number of options over Ordinary Shares outstanding under the Company’s Option
Plan 2013 was
21.96m
, representing approximately
1.9
% of the Company’s issued sh
are capital at that date. As of June
30, 2022, the total number of conditional share awards outstanding u
nder the Company’s LTIP 2019 was
0.91
m
,
representing approxima
tely 0.1% of the Company’s iss
ued share capital at that da
te. 18.51m options outstanding
and
all conditional shares referr
ed to above had not yet vested at July 21, 2022.
Item 10.
Additional Information
DESCRIPTION OF CAPITAL
STOCK
Ryanair Holdings’ cap
ital stock consists of Ordin
ary Shares, each having a pa
r value of 0.600 euro cent.
As of
March 31, 2022, a total of
1,134,528,528
Ordinary Shares were outstanding.
On February 26, 2007, Ryanair effected a 2
-for-
1 sh
are split as a re
sult of which each of its then existing Ordinary
Shares, with a par value of 1.27 euro cent, was split into two new Ordina
ry Shares, with a par value of 0.635 euro. On
October 27, 2015, the Company completed a capital reorganization which involved the cons
olidation of its ordinary share
capital on a 39 for 40 basi
s which resulted in the red
uction of ordinary shares i
n issue by 33.8m ordinary
shares to
1,319.3m as at that date. The par value of an
ordinary share was also reduced fro
m 0.635 euro cent each to
0.60
0 euro
each under the reorgani
zation. All ‘B’ Shares and
Deferred Shares issued in
connection with the B scheme
were either
redeemed or cancelled during fiscal year 2016 such that there were no ‘B’ Shares or D
eferred Shares remaining
in issue
as at Mar
ch 31, 2016. Each
Ordinary Share entitles the holder thereof t
o one vote in respect of any matter vot
ed upon by
Ryanair Holdings’ shareholders
subject to limitations described under
Item 10. A
dditional Information”
Limitations on
Share Ownership by Non
-
EU
Nation
als”.
OPTIONS
TO
PURCHASE
S
ECURITIES FROM REGISTR
ANT OR SUBSIDIARIES
During fiscal year 2014, R
yanair Holdings’ shareh
olders approved a stock option
plan at the Company’s
2013
AGM
(referred to herein as “Op
tion Plan 2013”), under which all employees and D
irectors were eligible to receive options.
Grants of options were permitted to take place at the close of any of the ten years beginning with fiscal year 2014 (Option
Plan 2013
wa
s replaced by LTIP 2019 following shareholder approval at the 2019 AGM
see details below).
Option
s
are subject to
a 5
-
year performan
ce period. Under the rules
of Option Plan 2013, no option is
capable of being exer
cised
after the eighth anniversary of th
e date of grant.
The Remuneration Committee (“Remco”) has discretion to
determine
the financial performance targets
that must be met with respect to the financial year.
Those targets relate d
irectly to
the achievement of certa
in year
-
on
-
year g
rowth targe
ts in the Company’s profit after tax (“PAT”) figures for ea
ch of the
financial years of the performance period and/o
r certain share price targets.
Under Option Plan 20
13, 36 senior managers were gra
nted 10m share options, in
aggregate, at a strike price
of
€6.25 in July 2014. These o
ptions vested in May 2019 for Managers/Directors who continued to be emp
loyed at
April
30, 2019 and were fully exercised at June 30
, 2022. Further, 3.5m share options were g
ranted, in aggregate, to Executive
Officers (excludi
ng M
r. O’Leary) at
a strike price of €6.7
4 in October 2014. These optio
ns vested in July 2019
.
I
n
November 2014, 5m options were granted to Mr. O’Leary as part of his 5
-
year employment contract. These options,
which were granted at a
strike price of €8.
35, vested in July 201
9. During fiscal year 2016, 30,000 options were g
ranted
to new N
on
-
Executive Bo
ard members at a strike pric
e of €11.38. These options vested in Ma
y 2019 and were fully
exercised at June 30, 2022. During the fiscal year 201
7, 34 manag
ers (excluding the Executive Officers) wer
e granted
3m share options, in aggregate, at a strike price of €12.00
. These options were subject to certain targets in relation to
PAT and/or share price and
partially vested in March 2021.
The balance will vest in M
arch 2023, subject to performance
conditions being met and the managers remaining
in the Group’s employment until March 31, 2023. During fiscal year
2018, 100,000 options were granted at a strike price o
f €17.55 to a new senior manager as part of their
employment
contract. These options ve
sted in May 2018 and have since lapsed. During fisc
al year 2019, 10m options were granted
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
134
133
133
to Mr. O’Leary as part of his new 5
-
year contract as Group CEO. These options, which were granted at a strike price of
€11.12, wi
ll o
nly vest in thei
r entirety if the Group’s PAT
doubles to exceed €2bn in any fis
cal year up to, and including,
fiscal year 2024 or, alterna
tively, the Company’s share
price is equal to or exceeds
€21.00 for any 28 day calend
ar period
between April 1, 2021 and March 31, 2024 and, subject to the exceptions provided for in the rules of Option Plan 2013,
will only be available if Mr.
O’Leary continues to be employed by the Group through July 31, 2024. Also, during fiscal year
2019, 102 managers and the 9 Non
-
Executive Board Memb
ers were granted 10m share options, in aggregate (of which
a cumulative 450,000 relat
es to Non
-
Executi
ve Directors), at a strike price
of €11.12. These options have the same
vesting conditions as Mr. O’Leary’s fisca
l year 2019 grant re
ferred to ab
ove. At July 21, 2022, none of these options had
vested.
At the 2019 AGM, sharehol
ders approved a new Long Term Incentive Plan (“LTIP 20
19”), which replaces Option
Plan 2013 for all future gra
nts. The implementation of LTI
P 2019 followed a rev
iew by Remco (with the assi
stance of
Deloitte) of the Company’s remuneration poli
cy
for senior employees and direct
ors of the
Company to ensure it
continued to support the Company’s strategic objecti
ves and aligns with external views on executive compensat
ion.
Awards to employees u
nder LTIP 2019 will ordinarily b
e in the form of performan
ce
-
based shares (“conditional shares”)
with an upper limit on the market
value of such conditional shares of 15
0% of
base salary applicable in any year for an
employee or Executive Director of the Group, with the possibility of up to 200% of
base salary if the Board determines
that exceptional circumsta
nces exist. For flexibility, LTI
P 2019 also includes the ability to make awards
of share options,
with the expectation that
any such awards
will be on an infrequent basis and will be p
rincipally focused on a small
number of the Group’s exec
utive management team. Non
-
executive directors
will not be eligible to receive sh
are option
or performance
-bas
ed-
share awards under LTIP 2
019. LTIP 2019 also contains provisi
ons for the issue of conditional
shares to facilitate the recruitment of senior management. In aggregate, in any ten
-
year period, the nu
mber o
f shares
which may be in issue under the LTI
P 2019 (and Option Plan 2013) by
the Compan
y may not exceed 10% of the issued
ordinary share capital of the Comp
any from time to time. Remco has determ
ined that Mr. O’Leary will not be eligible to
participate in LTIP 2019 grants until after the vesting period for his 2019 sh
are options g
rant has elapsed.
The aggregate of 21.96
m
Ordinary Shares that would be issu
able upon exercise in full of the options that were
outstanding as of June 30, 2022 under Option Plan 2013 represen
t approximately 1.9% of the issued share capital of
Ryanair Ho
ldings as of such date. Of such total, options in respect of an aggregate of 16.95m Ordinary Shares were held
by the Directors and Exe
cutive Officers of Ryanair
Holdings. Only 3.45m of total options
outstanding at June 30, 2022
had vested. For further info
rmation, see Notes 15 and 19 to the consolidated fina
ncial statements included herein.
In both April 2021 and 20
22, as a
managem
ent retention tool, Remco granted cond
itional shares (approximately
0.6m and 0.3m resp
ectively in aggregate) under LTIP 2019 to
over 80 managers
(excluding the Group CEO and Non
-
Executive Directors). The m
arket value of such grants ranged between 20%
and 100% of base salary for partici
pants (at
the lower end of potential allocations). These conditional sh
ares have a 3
-
year vesting
period, with a 2
-
year h
old period
for certain senior managers, and will only vest in their entirety if (i) ambitious cumulative Group traffic targets (50%
weighting) is achieved o
ver the 3
-
yea
r vesting period; (ii) Ryana
ir’s Total Shareholder Return (30
%
weighting)
outperforms a peer gr
oup including AirFrance/KLM
, EasyJet, IAG, Southwest Ai
rlines & Wizz over the 3
-
year vesting
period; (iii) ESG (20% weigh
ting), if the Ryanair Group’s CDP environment
al protection score impr
oves from a “B“ rating
to an “A
-
or better rating over the 3
-
year vesting period;
(iv) participants sign a 12
-
month non
-
compe
te clause; and (v)
participants continue to be
employed by the Ryanair G
roup for a period of appro
ximately 3 years from the dat
e of grant.
These grants include malu
s
and clawback provisions
.
ARTICLES OF
ASS
OCIATION
The following is a summary of certa
in provisions of the Articles of
Association of Ryanair Holdings. Thi
s
summary does not purpor
t to be complete and is qualified in its entire
ty by reference to the
complete text
of the Articles.
Objects.
Ryanair Holdings’
objects, which are detailed i
n its Articles, are broad and
include carrying on busine
ss
as an investment and holding
company. Ryanair Holdings’ Irish company registra
tion number is 249885.
134
Directors.
Sub
ject to certain exceptions, Direct
ors may not vote on matters in
which they have a material inte
rest.
The ordinary remuneration of the Directors is determined from time to time by ordinary resolutions of the shareholders.
Any Director who holds any
executive office, serves on any committee or otherwise performs serv
ices, which, in the
opinion of the Directors, are
outside the scope of the ordinary duties of a D
irector, may be paid such extra remu
neration
as the Directors may determine. The Directors
may exercise all the powers of the Company to borrow money. The
Directors are not required to retire at any particular age. Th
ere is no requirement for Directors to hold shares. The Article
s
of Association provide that
one
-
third of the Directors (r
ounded d
own to the
next whole number if it
is a fractional number)
retire and offer themselves for re
-
election at each annual general meeting of the Company. However, in compliance with
the requirements of the U.K
. Corporate Governance Code, all Direct
ors retire a
nd p
resent themselves for r
e
-
election by
the shareholders annually. All of the shareholders entitled to attend and vote at the annual general meeting of the
Company may vote on the re
-
election of Directors.
Annual and Gener
al Meetings.
Annual and extraor
dina
ry meetings are called upon 21
days’ advance notice. All
Ryanair shareholders
who are
entitled to attend, speak at and vote at general meetings of the Company
may appoint
proxies electronically to attend, speak, ask questions and
vote o
n behalf of them
at
annual general meetings
.
All holders
of Ordinary Shares are entitled to attend
, speak at and vote at
general meetings
of the Company, subject to limitations
described under “
Limitati
ons on the Right to
Own Shares
” and “
Item 10. Additional Information
Limitations on Share
Ownership by Non
-
EU Nat
ionals”.
Rights, Preferences and Divi
dends Attaching to Shares.
The Company has only three classes of shares, Ordinary
Shares with a par value of 0
.600 euro cent per share, B Shares
with a nominal value of 0.050 cent per shar
e and Deferred
Shares with a nominal value of 0.0
50 cent per share. The B Shares and the Defer
red Shares were created a
t an EGM of
the Company held on October 22, 2015 in connection wit
h a return of value to shareholders arising from the sale of the
Company’s shareholding i
n Aer Lingus plc, and no such shares rem
ain in issue. Accordingly,
the Ordi
nary Shares
currently represent the
only class of shares in issue an
d rank equally with respe
ct to payment of dividends
and on any
winding-
up of the C
ompany. Any dividend, interes
t or other sum payable to a sh
areholder that remains unc
laimed for
one year a
fter having been
declared may be invested by the Directors for the benef
it of the Company until claimed. If the
Directors so resolve, any dividend which has remain
ed unclaimed for 12 years from the date of its declaratio
n shall be
forfeited and cease to remain owing by the Company. The Company is permitted under its Articles to issue redeemable
shares on such terms and in such manner as the Company may, by special resolution, determine. The Ordinary Shares
currently in issue are not redeemable. The liabilit
y of shareholders to invest add
itional capital is limited to the amounts
remaining unpaid on the shares held by them. T
here are no sinking fund provisions in the Articles of the Company.
Action Necessary to
Change the Rights
of Shareholder
s.
The rights attaching to shares in the Company may be
varied by special resolution
s passed at meetings of the shareholders of the Com
pany.
Limitations on the Rig
hts to Own Shares.
The Articles contain detailed provisions enabling the Directors of the
Company to limit t
he number of shares in which non
-
EU nationals have an interest or the exer
cise by non
-
EU nationals
of rights attaching to shares. See “
Limitations on Share Ownership by Non
-
EU Nationals” below. Such powe
rs may be
exercised by the Directors if they are of
the view that any license, consent, permit or privilege of the Comp
any or any of
its subsidiaries that enabl
es it to o
perate
an air service may be refused, withheld, susp
ended or revoked or have
conditions attached to it th
at inhibit its exercise and the e
xercise of the powers referred to ab
ove could prevent such an
occurrence. The exercise of such powers could result in non
-
EU holders of shares being prevented from attending,
speaking or voting at gener
al meetings of the Compan
y and/or being required t
o di
spose of shares held by them
to EU
nationals.
Disclosure of Share Owner
ship.
Un
der Irish law, the Company can require parties to disclose their interests in
shares. The Articles of the Comp
any provide that the Directors will no
t register any person as a
holder of sh
ares unless
such person has completed a declaration indicating his/her nationality and the
nat
ure and extent of any interest which
he/she holds in Ordinary Shares. See, a
lso “
Limitati
ons on Share Ownership by non
-
EU nationals” below. Under Iri
sh
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
134
133
to Mr. O’Leary as part of his new 5
-
year contract as Group CEO. These options, which were granted at a strike price of
€11.12, wi
ll o
nly vest in thei
r entirety if the Group’s PAT
doubles to exceed €2bn in any fis
cal year up to, and including,
fiscal year 2024 or, alterna
tively, the Company’s share
price is equal to or exceeds
€21.00 for any 28 day calend
ar period
between April 1, 2021 and March 31, 2024 and, subject to the exceptions provided for in the rules of Option Plan 2013,
will only be available if Mr.
O’Leary continues to be employed by the Group through July 31, 2024. Also, during fiscal year
2019, 102 managers and the 9 Non
-
Executive Board Memb
ers were granted 10m share options, in aggregate (of which
a cumulative 450,000 relat
es to Non
-
Executi
ve Directors), at a strike price
of €11.12. These options have the same
vesting conditions as Mr. O’Leary’s fisca
l year 2019 grant re
ferred to ab
ove. At July 21, 2022, none of these options had
vested.
At the 2019 AGM, sharehol
ders approved a new Long Term Incentive Plan (“LTIP 20
19”), which replaces Option
Plan 2013 for all future gra
nts. The implementation of LTI
P 2019 followed a rev
iew by Remco (with the assi
stance of
Deloitte) of the Company’s remuneration poli
cy
for senior employees and direct
ors of the
Company to ensure it
continued to support the Company’s strategic objecti
ves and aligns with external views on executive compensat
ion.
Awards to employees u
nder LTIP 2019 will ordinarily b
e in the form of performan
ce
-
based shares (“conditional shares”)
with an upper limit on the market
value of such conditional shares of 15
0% of
base salary applicable in any year for an
employee or Executive Director of the Group, with the possibility of up to 200% of
base salary if the Board determines
that exceptional circumsta
nces exist. For flexibility, LTI
P 2019 also includes the ability to make awards
of share options,
with the expectation that
any such awards
will be on an infrequent basis and will be p
rincipally focused on a small
number of the Group
’s executive management team. N
on
-
executiv
e directors will not be eligible to
receive share option
or performance
-bas
ed-
share awards under LTIP 2
019. LTIP 2019 also contains provisi
ons for the issue of conditional
shares to facilitate the recruitment of senior management. In aggregate, in any ten
-
year period, the nu
mber of shares
which may be in issue under the LTI
P 2019 (and Option Plan 2013) by
the Compan
y may not exceed 10% of the issued
ordinary share capital of the Comp
any from time to time. Remco has determ
ined that Mr. O’Leary will not be eligible to
participate in LTIP 2019 grants until after the vesting period for his 2019 sh
are options g
rant has elapsed.
The aggregate of 21.9
6m
Ordinary Shares that would be issu
able upon exercise in full of the options that were
outstanding as of June 30, 2022 under Option Plan 2013 represen
t approximately 1.9% of the issued share capital of
Ryanair Ho
ldings as of such date. Of such total, options in respect of an aggregate of 16.95m Ordinary Shares were held
by the Directors and Exe
cutive Officers of Ryanair
Holdings. Only 3.45m of total options
outstanding at June 30, 2022
had vested. For further info
rmation, see Notes 15 and 19 to the consolidated fina
ncial statements included herein.
In both April 2021 and 20
22, as a
managem
ent retention tool, Remco granted cond
itional shares (approximately
0.6m and 0.3m resp
ectively in aggregate) under LTIP 2019 to
over 80 managers
(excluding the Group CEO and Non
-
Executive Directors). The m
arket value of such grants ranged between 20%
and 100% of base salary for partici
pants (at
the lower end of potential allocations). These conditional sh
ares have a 3
-
year vesting
period, with a 2
-
year h
old period
for certain senior managers, and will only vest in their entirety if (i) ambitious cumulative Group traffic targets (50%
weighting) is achieved o
ver the 3
-
yea
r vesting period; (ii) Ryana
ir’s Total Shareholder Return (30
%
weighting)
outperforms a peer gr
oup including AirFrance/KLM
, EasyJet, IAG, Southwest Ai
rlines & Wizz over the 3
-
year vesting
period; (iii) ESG (20% weigh
ting), if the Ryanair Group’s CDP environment
al protection score impr
oves from a “B“ rating
to an “A
-
or better rating over the 3
-
year vesting period;
(iv) participants sign a 12
-
month non
-
compe
te clause; and (v)
participants continue to be
employed by the Ryanair G
roup for a period of appro
ximately 3 years from the dat
e of grant.
These grants include malu
s
and clawback provisions
.
ARTICLES OF
ASS
OCIATION
The following is a summary of certa
in provisions of the Articles of
Association of Ryanair Holdings. Thi
s
summary does not purpor
t to be complete and is qualified in its entire
ty by reference to the
complete text
of the Articles.
Objects.
Ryanair Holdings’
objects, which are detailed i
n its Articles, are broad and
include carrying on busine
ss
as an investment and holding
company. Ryanair Holdings’ Irish company registra
tion number is 249885.
134
Directors.
Sub
ject to certain exceptions, Dir
ectors may not vote on mat
ters in which they have a ma
terial interest.
The ordinary remuneration of the Directors is determined from time to time by ordinary resolutions of the shareholders.
Any Director who holds any
executive office, serves on any committee or otherwise performs serv
ices, which, in the
opinion of the Directors, are
outside the scope of the ordinary duties of a D
irector, may be paid such extra remu
neration
as the Directors may determine. Th
e Direc
tors
may exercise all the powers of the Company to borrow money. The
Directors are not required to retire at any particular age. Th
ere is no requirement for Directors to hold shares. The Article
s
of Association provide that one
-
third of the Directors (rounded d
own to the next wh
ole number if it is a fractional num
ber)
retire and offer themselves for re
-
election at each annual general meeting of the Company. However, in compliance with
the requirements of the U.K
. Corporate Governance Code, all Direct
ors retire a
nd p
resent themselves for r
e
-
election by
the shareholders annually. All of the shareholders entitled to attend and vote at the annual general meeting of the
Company may vote on the re
-
election of Directors.
Annual and Gener
al Meetings.
Annual and extraor
dina
ry meetings are called upon 2
1 days’ advance notice. All
Ryanair shareholders
who are
entitled to attend, speak at and vote at general meetings of the Company
may appoint
proxies electronically to attend, speak, ask questions and
vote o
n behalf of them
at
annual general meetings
.
All holders
of Ordinary Shares are entitled to attend
, speak at and vote at
general meetings
of the Company, subject to limitations
described under “
Limitati
ons on the Right to
Own Shares
” and “
Item 10. Additional Information
Limitations on Share
Ownership by Non
-
EU Natio
nals”.
Rights, Preferences and Divi
dends Attaching to Shares.
The Company has only three classes of shares, Ordinary
Shares with a par value of 0
.600 euro cent per share, B
Shares with a nominal valu
e of 0.050 cent per share and
Deferred
Shares with a nominal value of 0.0
50 cent per share. The B Shares and the Defer
red Shares were created a
t an EGM of
the Company held on October 22, 2015 in connection wit
h a return of value to shareholders arising from the sale of the
Company’s shareholding i
n Aer Lingus plc, and no such shares rem
ain in issue. Accordingly,
the Ordi
nary Shares
currently represent the
only class of shares in issue an
d rank equally with respe
ct to payment of dividends
and on any
winding-
up of the Comp
any. Any dividend, interes
t or other sum payable to a sh
areholder that remains unc
laimed for
one year a
fter having been
declared may be invested by the Directors for the benef
it of the Company until claimed. If the
Directors so resolve, any dividend
which has remained unclaimed for 1
2 years from the date of its declaration sh
all be
forfeited and cease to remain owing by the Company. The Company is permitted under its Articles to issue redeemable
shares on such terms and in such manner as the Company may, by special resolution, determine. The Ordinary Shares
currently in issue are not redeemable. The liabilit
y of shareholders to invest additi
onal capital is limited to the amounts
remaining unpaid on the shares held by them. T
here are no sinking fund provisions in the Articles of the Company.
Action Necessary to
Change the Rights
of Shareholder
s.
The rights attaching to shares in the Company may be
varied by special resolution
s passed at meetings of the shareholders of the Com
pany.
Limitations on the Rig
hts to Own Shares.
The Articles contain detailed provisions enabling the Directors of the
Company to limit t
he number of shares in which non
-
EU nationals have an interest or the exer
cise by non
-
EU nation
als
of rights attaching to shares. See “
Limitations on Share Ownership by Non
-
EU Nationals” below. Such powe
rs may be
exercised by the Directors if they are of
the view that any license, consent, permit or privilege of the Comp
any or any of
its subsidiaries that enabl
es it to o
perate
an air service may be refused, withheld, susp
ended or revoked or have
conditions attached to it th
at inhibit its exercise and the e
xercise of the powers referred to ab
ove could prevent such an
occurrence. The exercise of such powers could result in non
-
EU holders of shares being prevented from attending,
speaking or voting at gener
al meetings of the Compan
y and/or being required t
o di
spose of shares held by them
to EU
nationals.
Disclosure of Share Owner
ship.
Un
der Irish law, the Company can require parties to disclose their interests in
shares. The Articles of the Comp
any provide that the Directors will no
t register any person as a
holder of sh
ares unless
such person has completed a declaration indicating his/her nationality and the
nat
ure and extent of any interest which
he/she holds in Ordinary Shares. See, a
lso “
Limitati
ons on Share Ownership by non
-
EU nationals” below. Under
Iri
sh
RY
ANAIR GROUP ANNUAL REPOR
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2
136
135
135
law, if a party acquires o
r disposes of Ordinary Sha
res so as to bring his interest
above or below 3% of the t
otal voting
rights of the Company, and every whole percentage thereafter up to 100%, he must notify the Company and the Central
Bank of Ireland
of that. T
he
Company must disclose any notification it receives through the
regulatory announcement
service of Euronext Dublin.
Other Provisions of
the Articles of Ass
ociation.
There are no provisions in the Articles:
(i)
delaying or prohibiting a change in
the contro
l of the Company, but which operate only with respect to a
merger, acquisition or corporate res
tructuring;
(ii)
discriminating against any existing or prospective hol
der of shares as a result o
f such shareholder owning
a substantial number of
shares; or
(iii)
governing changes in c
apital,
in each case, where such provisions are more stringent
than those required by law.
MATERIAL CONTRAC
TS
In September 2014, the Group entered into an agreement with The Boeing Company to purchase up to 200
Boeing 7
37
-
8200 aircraft (100 firm orders and 100 aircraft subject to option), over a five
-
year period origin
ally due to
commence in fiscal year 2020 (the “2014
Boeing Contract”). This agreement was approved by shareholders at an EGM
of the Company on November 28,
2014. Subsequently, the
Group agreed to purchase an additional
10 Boeing 737
-
8200
aircraft bringing the total number of Boeing 737
-
8200 aircraft on order to 210 (assuming all options are exerc
ised). In
April 2018, the Company announced that it had converted 2
5 Boeing 737
-
8200 optio
ns into firm orders bringing
th
e
Company’s firm order to 135 Boeing 737
-
8200s with a further 75 options remaining. In December 2020, Ryanair
increased its firm orders fr
om 135 to 210 aircraft. The value of the 210 Boeing 73
7
-
8200
aircraft under the 2014 Boeing
Contract is approximately U.S.$9.6
bn at standard list pric
e of U.S.$102.5m per aircraft (net of basic credits and reflective
of price escalation over the originally sch
eduled delivery timeframe). T
he first Boeing 737
-
8200 ai
rcraft was delivered to
Ryanair in June 2021 and the Group had 73
of these ai
rcraft in its fleet at July 21, 2022.
EXCHANGE
CONTROL
S
Except as indicat
ed below, there
are no restricti
ons on non
-
residents of Ir
eland dealing
in Irish securiti
es
(includi
ng s
hares or
depositary r
eceipts of
Irish compa
nies such as
the C
ompany). Di
vidends and r
edemption p
roceeds
also continue to be fr
eely transferable t
o non-resident holders of
such securities.
It is an offence u
nder Irish l
aw (pursuant
to various sta
tutory i
nstruments) to transfer funds or make funds or
economic res
ources availa
ble, directly
or indirectly
to any p
erson or
entity in
contravention
of Irish,
EU or United
Nations sanctions or to otherwise contravene Irish, EU or United Nations sanctions. Any tra
nsfer of, or payment
in
respect of,
securities (inclu
ding shares or A
DSs) involvin
g a person
o
r entit
y that i
s currently the subje
ct of Ir
ish, EU
or
United Nations sanctions o
r any person or entity controlled by any of the foregoi
ng, or any person acting on behalf of
the foregoing, ma
y be subject to restri
ctions pursuant
to such sanctions a
s implemented in
to Irish law.
Under the Financial Transf
ers Act 19
92 (the “1992 Act
”), the Minister f
or Finance of Irelan
d may make pr
ovision
for the restricti
on of financial transfers b
etween Ir
eland and other
countries. Financial transfers
are broadl
y defined,
and the acquisition or dis
posal of the ADRs, which
represent shares issu
ed by an Ir
ish incorporated comp
any, the
acquisition or the d
isposal of Ordinar
y
Share
s and associated p
ayments ma
y fall within
this definition.
Dividends or
payments on
the redempti
on or purchase
of shares an
d payments on the liquidati
on of an Irish
-
inc
orporated company
would fall within this d
efinition.
136
The 1992 Act and und
erlying EU regulations pr
ohibit financial transfers wi
th certain persons and entitie
s listed
in the EU
Financial San
ctions List an
d United Nati
ons Se
curity Council C
onsolidated Lis
t and in
clude, but
are not li
mited
to, certain pers
ons and entities in Af
ghanistan, Bu
rma (Myanmar), Belaru
s, Burund
i, the Democratic
Republic of Cong
o,
China, the R
epublic of Gui
nea, the
Democratic Pe
ople’s Repub
lic of K
orea (North
Korea), Iraq,
Libya, Leba
non, Mali
,
Nicaragua, Pakistan,
P
alestin
ian Territory, Russia, Su
dan, South Su
dan, Somalia,
Tunisia, Venezuela, Ye
men, Zimbabwe
,
Syria, Iran, Ukraine, th
e Republic of Gu
inea
-
Bissau and certain known terr
orists and terrorist g
roups, and countries tha
t
harbour certain terr
orist gr
oups, including the Alb
anian bran
ch of Al
-
Haramain, and Bok
o Haram i
n Nigeria, without
the prior permission
of the Central Bank
of Ireland.
See “Risk Factors
Risks
Related to th
e Company” i
n relation to the ris
ks associated with Irish
exchange
controls or orders under
the 199
2 Act or United Na
tions sanctions implemented into Irish la
w.
LIMITATIONS ON SHARE
OWNERSHIP
BY NON-
EU NATIONALS
The Board of Directors
of Ryanair Holdings is given c
ertain powers under the
Articles to take action to ensur
e
that the number of Ordinary Shares held in Ryanair Holdings by n
on
-
EU nationals does not reach a level which co
uld
jeopardize the Comp
any’s entitlement to continue to h
old or enjoy the benefit of an
y license, permit, consent or privilege
which it holds or enjoys, and which enables it to carry on business as an ai
r carr
ier (a “
License”). In p
art
icular, EU
Regulation 1008/200
8 requires that, in order to obtain and
retain an operating license, an EU
air carrier must be majority
-
owned and effectively controlled by EU nationals. As described below, the Directors from time to
time set a “P
ermitted
Maximum” on the number of Ordinar
y Shares that may be owned by non
-
EU nationals at su
ch level as they believe will
comply with EU law. The Permitted Maximum
is currently set at 49.9%.
In accordance with its Arti
cles, Ryanair Holding
s m
aintains a separate register (the “Separa
te Register”) of
Ordinary Shares in which non
-
EU nationals, whether individuals, bodies corporate or other entities, have an interest (such
shares are referred to as “Affected
Shares” in the Articles). Interest i
n this context is widely defined and in
cludes any
interest held through A
DRs, through Belgian law righ
ts in the Euroclear Bank s
ettlement system, or throug
h CREST
Depositary Interests, in each case in the Ordinary Shares of Ryanair Holdings und
erlying the
relevant ADRs, Belgian law
rights or CREST Depositary I
nterests. The Directors can require relevant parties
to provide them with information to
enable a determination to be made by the Directors as
to whether Ordinary Shares are, or are to be treated as, A
ff
ected
Shares. If such information
is not available or forthcoming or is unsatisfactory then
the Directors can, at their discretion,
determine that Ordinary Shares are to be treated as Affected Shares.
Registered holders of Ordinary Shares are also
oblige
d to notify the Company if they are aware that any Ordinary Share whi
ch they hold o
ught to be treated as an
Affected Share for this purpose. With regard to ADRs, the Directors can treat all of the relevant underlying shares as
Affected Shares unless satisf
actory evidence as to why they should not be so trea
ted is forthcoming.
In the event that, inter alia, (
i) the refusal, withholding, suspension or revocation of any License or the imposition
of any condition which material
ly inhibits the exercise of any L
icense (an “Intervening Act”) has taken pla
ce, (ii) the
Company (or any subsidiary) receives a noti
ce or direction from any governmental body or any other body which
regulates the provision of air transport services to the eff
ect that an Intervening Act is
imminent, threatened or intended,
(iii) an Intervening Act ma
y occur as a consequence of the leve
l of non
-
EU ownership of Ordinary Sh
ares or (iv) an
Intervening Act is imminent, threatened
or intended because of the manner of share ownership or control of
Ryanair
Holdings generally, the Directors can take action pursuant to the Articles to deal with the situation. They can, inter alia,
(i) remove any Dire
ctors or change the chairman of th
e Board of Directors, (ii) ide
ntify those Ordinary Shares
, ADRs or
Af
fected Shares which give
rise to the need to take ac
tion and treat such Ordinary Shares, A
DRs, or Affected Shares as
Restricted Shares (see belo
w) or (iii) set a “Permitted Maximum” on the num
ber of Affected Shares wh
ich may subsist
at any time (which may not, save in the circumstances referred to below, be lower than 40% of the total number of issued
shares) and treat any Affected Shares (or ADRs representing such Affected Shares) in excess of this Permitted
Maximum as Restricted Shares (see belo
w).
RY
ANAIR GROUP ANNUAL REPOR
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2
136
135
law, if a party acquires o
r disposes of Ordinary Sha
res so as to bring his interest
above or below 3% of the t
otal voting
rights of the Company, and every whole percentage thereafter up to 100%, he must notify the Company and the Central
Bank of Ireland
of that. T
he Co
mpany must disclose any notification it receives through the
regulatory announcement
service of Euronext Dublin.
Other Provisions of
the Articles of Ass
ociation.
There are no provisions in the Articles:
(i)
delaying or prohibiting a change in
the contro
l of the Company, but which operate only with respect to a
merger, acquisition or corporate res
tructuring;
(ii)
discriminating against any existing or prospective hol
der of shares as a result o
f such shareholder owning
a substantial number of
shares; or
(iii)
governing changes in c
apital,
in each case, where such provisions are more stringent
than those required by law.
MATERIAL CONTRAC
TS
In September 2014, the Group entered into an agreement with The Boeing Company to purchase up to 200
Boeing 7
37
-
8200 aircraft (100 firm orders and 100 aircraft subject to option), over a five
-
year period origin
ally due to
commence in fiscal year 2020 (the “2014
Boeing Contract”). This agreement was approved by shareholders at an EGM
of the Company on November 28,
2014. Subsequently, the
Group agreed to purchase an additional
10 Boeing 737
-
8200
aircraft bringing the total number of Boeing 737
-
8200 aircraft on order to 210 (assuming all options are exerc
ised). In
April 2018, the Company announced that it had converted 2
5 Boeing 737
-
8200 options into
firm orders bringing
th
e
Company’s firm order to 135 Boeing 737
-
8200s with a further 75 options remaining. In December 2020, Ryanair
increased its firm orders fr
om 135 to 210 aircraft. The value of the 210 Boeing 73
7
-
8200
aircraft under the 2014 Boeing
Contract is approximately U.S.$9.6
bn at standard list pric
e of U.S.$102.5m per aircraft (net of basic credits and reflective
of price escalation over the originally sch
eduled delivery timeframe). T
he first Boeing 737
-
8200 ai
rcraft was delivered to
Ryanair in June 2021 and the Group had 73
of these ai
rcraft in its fleet at July 21, 2022.
EXCHANGE
CONTROL
S
Except as indicat
ed below, there
are no restricti
ons on non
-
residents of Ir
eland dealing
in Irish securiti
es
(includi
ng s
hares or
depositary r
eceipts of
Irish compa
nies such as
the C
ompany). Di
vidends and r
edemption p
roceeds
also continue to be fr
eely transferable t
o non-resident holders of
such securities.
It is an offence u
nder Irish l
aw (pursuant
to various sta
tutory i
nstruments) to transfer funds or make funds or
economic res
ources availa
ble, directly
or indirectly
to any p
erson or
entity in
contravention
of Irish,
EU or United
Nations sanctions or to otherwise contravene Irish, EU or United Nations sanctions. Any tra
nsfer of, or payment
in
respect of,
securities (inclu
ding shares or A
DSs) involvin
g a person
o
r en
tity that i
s currently the subje
ct of Ir
ish, EU
or
United Nations sanctions o
r any person or entity controlled by any of the foregoi
ng, or any person acting on behalf of
the foregoing, ma
y be subject to restri
ctions pursuant
to such sanctions a
s implemented in
to Irish law.
Under the Financial Transf
ers Act 19
92 (the “1992 Act
”), the Minister f
or Finance of Irelan
d may make pr
ovision
for the restricti
on of financial transfers b
etween Ir
eland and other
countries. Financial tran
sfers are broadl
y defined,
and the acquisition or dis
posal of the ADRs, which
represent shares issu
ed by an Ir
ish incorporated comp
any, the
acquisition or the d
isposal of Ordinar
y
Share
s and associated p
ayments ma
y fall within
this definition.
Dividends or
payments on
the redempti
on or purchase
of shares an
d payments on the liquidati
on of an Irish
-
inc
orporated company
would fall within this d
efinition.
136
The 1992 Act and und
erlying EU regulations pr
ohibit financial transfers wi
th certain persons and entitie
s listed
in the EU
Financial San
ctions List an
d United Nati
ons Se
curity Council C
onsolidated
List and in
clude, but
are not li
mited
to, certain pers
ons and entities in Af
ghanistan, Bu
rma (Myanmar),
Belarus, Burund
i, the Democratic
Republic of Cong
o,
China, the R
epublic of Gui
nea, the
Democratic Pe
ople’s Repub
lic of K
orea (North
Korea), Iraq,
Libya, Leba
non, Mali
,
Nicaragua, Pakistan,
P
alestin
ian Territory, Russia, Su
dan, South Su
dan, Somalia,
Tunisia, Venezuela, Ye
men, Zimbabwe
,
Syria, Iran, Ukraine, th
e Republic of Gu
inea
-
Bissau and certain known terr
orists and terroris
t groups, and countries tha
t
harbour certain terr
orist gr
oups, including the Alb
anian bran
ch of Al
-
Haramain, and Bok
o Haram i
n Nigeria, without
the prior permission
of the Central Bank
of Ireland.
See “Risk Factors
Risks
Related to th
e Company” i
n relation to the ris
ks associated with Irish
exchange
controls or orders under
the 199
2 Act or United Na
tions sanctions implemented into Irish la
w.
LIMITATIONS ON SHARE
OWNERSHIP BY N
ON-
EU NATIONALS
The Board of Direc
tors of Ryanair Holdings is gi
ven certain powers und
er the Articles to take acti
on to ensure
that the number of Ordinary Shares held in Ryanair Holdings by n
on
-
EU nationals does not reach a level which could
jeopardize the Comp
any’s entitlement to continue to h
old or enjoy the benefit of an
y license, permit, consent or privilege
which it holds or enjoys, and which enables it to carry on business as an ai
r carr
ier (a “
License”). In
part
icular, EU
Regulation 1008/200
8 requires that, in order to obtain and
retain an operating license, an EU
air carrier must be majority
-
owned and effectively controlled by EU nationals. As described below, the Directors from time to
time set a “P
ermitted
Maximum” on the number of Ordinar
y Shares that may be owned by non
-
EU nationals at su
ch level as they believe will
comply with EU law. The Permitted Maximum
is currently set at 49.9%.
In accordance with its Arti
cles, Ryanair Holding
s m
aintains a separate register
(the “Separate Register”) of
Ordinary Shares in which non
-
EU nationals, whether individuals, bodies corporate or other entities, have an interest (such
shares are referred to as “Affected
Shares” in the Articles). Interest i
n this context is widely defined and in
cludes any
interest held through A
DRs, through Belgian law righ
ts in the Euroclear Bank s
ettlement system, or throug
h CREST
Depositary Interests, in each case in the Ordinary Shares of Ryanair Holdings und
erlying the
relevant ADRs, Belgian law
rights or CREST Depositary I
nterests. The Directors can require relevant parties
to provide them with information to
enable a determination to be made by the Directors as
to whether Ordinary Shares are, or are to be treated as, A
ff
ected
Shares. If such information
is not available or forthcoming or is unsatisfactory then
the Directors can, at their discretion,
determine that Ordinary Shares are to be treated as Aff
ected Shares. Registered holders of Ordinary Sha
res are also
oblige
d to notify the Company if they are a
ware that any Ordinary Share which they h
old ought to be treated as an
Affected Share for this purpose. With regard to ADRs, the Directors can treat all of the relevant underlying shares as
Affected Shares unless satisf
actory evidence as to why they should not be so trea
ted is forthcoming.
In the event that, inter alia, (
i) the refusal, withholding, suspension or revocation of any License or the imposition
of any condition whi
ch materially inhibits the exercise of any L
icense (
an “Intervening Act”) has taken place, (ii) the
Company (or any subsidiary) receives a noti
ce or direction from any governmental body or any other body which
regulates the provision of air transport services to the eff
ect that an Intervening Act is
imminent, threatened or intended,
(iii) an Intervening Act ma
y occur as a consequence of the leve
l of non
-
EU ownership of Ordinary Sh
ares or (iv) an
Intervening Act is imminent, threatened
or intended because of the manner of share ownership or control of
Ryanair
Holdings generally, the Directors can take action pursuant to the Articles to deal with the situation. They can, inter alia,
(i) remove any Dire
ctors or change the chairman of th
e Board of Directors, (ii) ide
ntify those Ordinary Shares
, ADRs or
Af
fected Shares which give
rise to the need to take ac
tion and treat such Ordinary Shares, A
DRs, or Affected Shares as
Restricted Shares (see belo
w) or (iii) set a “Permitted Maximum” on the num
ber of Affected Shares wh
ich may subsist
at any time (which may not, save in the circumstances referred to below, be lower than 40% of the total number of issued
shares) and treat any Affected Shares (or ADRs representing such Affected Shares) in excess of this Permitted
Maximum as Restricted Shares (see belo
w).
RY
ANAIR GROUP ANNUAL REPOR
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138
137
137
In ad
dition to the above, if as a consequence of a change of law or a direction, notice or requirement of an
y
state, authority or person it is necessary t
o reduce the total number of Affected Shares b
elow 40% or reduce the number
of Affected Shares held by any p
articular shareholder or shareholders in order to overcom
e, prevent or avoid an
Intervening Act, the Directors may resolve to (i) set the Permitted Maximum at s
uch level below 40% as they c
onsider
necessary in order
to overcome, prevent or a
void such Inte
rvening Act, and/or (ii) treat su
ch number of Affected
Shares
(or ADRs representing Affected Shares) held by any particular shareh
older or shareholders as they consider necessary
(which could include all of such Affected Shares or ADRs) as Restricted Shares (s
ee below). The Directors may serve a
Restricted Share Notice in respect of any Affected Share, or any ADR representing any ADS, which is to
be treated as a
Restricted Share. Holders of Restricted Shares ma
y be deprived of the rights to attend, vote and
speak at general
meetings, which they would otherwis
e have as a consequence of holding such Ordinar
y Shares or ADRs. Holders of
Restricted Shares may also be required to dispose of the Ordinary Shares or ADRs concerned to an EU national (so that
the relev
ant shares (or sha
res underlying the relevant ADRs) will then cease t
o be Affected Shares) within 21 days or
such longer period as the
Directors may determine. The Dire
ctors are also given the power
to transfer and sell such
Restricted Shares, themsel
ves,
in cases of non
-
compli
ance with the Restricted Share Notice.
To enable the Directors to identify Affected Shares
, transferees of Ordinary Shares are generally required to
provide a declaration as t
o the nationality of persons having inter
ests in those sha
res. Shareh
olders are also obliged
to
notify Ryanair Holdings if they are aware that any shares, which they hold, ought to be treated as Affected Shares for
this purpose. Purchasers or transferees
of ADRs need not complete a nationality declaration b
ecause
the
Directors
automatically treat all of the Ordinar
y Shares held by the Depositary as
Affected Shares. ADS holders must
open ADR
accounts directly with the Depositary if the
y wish to provide to Ryanair Holdings nationality decl
arations (or such other
evi
dence as the Directors
may require) in order to establish to the Direct
ors’ satisfaction that the Ordinary Shares
underlying such holder’s ADRs are not Affected Shar
es. Holders of interests in Ordinary Shares through Belgian law
rights in the Euroclear s
ystem or CRE
ST Depositary Interests in the CREST
system must complete a
nationality
declaration in accord
ance with the processes and
procedures of Eurocle
ar Bank and Euroclear U.
K. & Ireland
respectively.
In deciding which Affected
Shares are to be selected
as Restricted Sh
ares, the Directors may take into a
ccount
which Affected Shares have given rise to the necessity to take acti
on. Subject to that they will, insofar as practicable,
firstly view as Restricted Shares those Affected Shares in respect of which
no declaration as to whether or not such
shares are Affected Shares has b
een made by the holder thereof and where information which has been requested
by
the Directors in accordance with the Articles has not been provided within specified time periods and
, secondly, have
regard to the chronological order in which details of Affected Shares have been entered in the Separate Register and,
accordingly, treat the m
ost recently registered Affecte
d Shares as Restricted Shares
to the extent necessary. Transf
ers
o
f Affected Shares to Affiliates (as that expression is defined in the Articles) will not affect the chronologi
cal order of
entry in the Separate Register for this purp
ose. The Directors do however have the discretion to appl
y another basis of
selection if,
in the
ir sole opinion, that would be more equitable. W
here the Directors have resolved to trea
t Affected
Shares held by any particular shareholder or shareholders as Restricted Shares
(i) because such Affected Shares have
given rise to the need to tak
e such action or (ii) becaus
e of a change of law or a requiremen
t or direction of a regu
latory
authority necessitating suc
h action (see above), such powers m
ay be exercised irresp
ective of the date upon which such
Affected Shares were enter
ed in the Separate R
egister.
The Permitted Maximum is currently set at 49.9%. T
his
maximum level can be reduced at any time if it becomes
necessary for the Directors to exercise their powe
rs in the circumstances described above. The decision to make any
such reduction or to
change the Permitted Maximu
m from time to time will be p
ublished in at least one national
newspaper in Ireland and in any country in whi
ch the Ordinary Shares or ADRs are listed. T
he relevant notice will specify
the provisions of the Articles that apply to
Res
tricted Shares and the name of the p
erson or persons who will answer
queries relating to Res
tricted Shares on behalf of
Ryanair Holdings. The Directors sh
all publish information as to the
number of shares held by EU nationals annuall
y.
138
In an
effort to increase the percentage of its share capital held by EU national
s, on June 26, 2001, Ryanair
Holdings instructed the
Depositary to suspend the issu
ance of new ADSs in exch
ange for the deposit of Ordin
ary Shares
until further notice to its shareholders. Holders of Ordinary Shares cannot convert their Ordinary Shares into ADRs during
such suspension, and there can be no assurance tha
t the suspension will ever be lifted.
As a further measure to increase the p
ercentage of Ordinary Shares held by EU n
ationals, on February 7, 20
02,
the Company issued a notice to sharehold
ers to the effect that any purchase of interests in Ordin
ary Shares by a non
-
EU national after such date will immed
iately result in the issue of a Restricted Share N
otice to such non
-
EU
national
purchaser. The Restricted Share N
otice compels the non
-
EU national purchaser to sell the interests in Affected Shares
to an EU national within 21 days of the date o
f issuance. In the event that any suc
h non
-
EU national shareholder does
not sell its interests in O
rdinary Shares to an EU n
ational within the specified time p
eriod, the Company can the
n compel
such a sale. As a result, non
-
EU nationa
ls are effectively barred from purchasing Ordinary Shares for as long as thes
e
restrictions remain in pla
ce. There can be no assurance that these restrictions wil
l ever be lifted.
As an additional measure to manage the Comp
any’s EU nationality requirements,
at the EGM held on April 19,
2012 the Company obtained a repurchase author
ity to enable the repurchas
e of ADRs for up to 5% of the issued share
capital of the Company traded on the NASDAQ. This authority (which in 20
17 was increased to 10% of the issued share
capital of the Company traded on the NASDAQ) was renewed at each subsequent Annual General Meetin
g up to and
including the September 20
21 meeting.
In order to protect the Company’s operating license and ensure that the Company
(and its subsidiary EU airlines)
remain majority EU owned
and controlled in the event of a no
-
de
al or “hard” Brexit, on
Mar
ch 8, 2019 the Board resolved
that with effect from the date on which U.K. nationals
cease to qualify as nationals of Member States for the
purposes
of Article 4 of EU Regulati
on 1008/2008 all Ordinary Shares and Deposit
ary Shares held by or on behalf
o
f non
-EU
(including U.K.) shareholde
rs would be treated as Restricted Shares.
In anticipation of the end
of the Brexit transition period on De
cember 31, 2020, on December 29, 2020 the
Company announced that,
with effect from January 1, 2021 U.K. nationals
would cease to qualify as EU na
tionals and
in accordance with the resolutions passed
by the Board of the Company on March 8, 2019 all Ordinary Shares and
Depositary Shares held b
y or on behalf of non
-
EU nationals
(including U.K. nationals) w
ould be treate
d
as “Restricted
Shares” (within the meaning of the Articles of Association). Restricted Share Notices were issued to the registered
holder(s) of each Restri
cted Share specifying that the
holder(s) of such shares ar
e not entitled to attend, sp
eak or vote
a
t any general meeting of the Company for so long as those shares are treated as Restricted Shares pursuant to Article
41(J)(i) of the Articles of Association. U.K. nationals are
not required to dispose of Ordinary Shares which they p
urchased
prior to Janua
ry 1, 2021.
In January 2021, the Company pub
lished a notice in the Financial Times, the Irish
Times and the Wall Street
Journal to again notify and
confirm to shareholders tha
t with effect from January 1, 20
21 U.K. nationals ceased to qualify
as EU nation
als and in a
ccordance with the res
olutions passed by the Board of
the Company on March 8,
2019, all
Ordinary Shares and Dep
ositary Shares held by or on beh
alf of non
-
EU nationals (in
cluding U.K. nationals) are treated as
“Restricted Shares” (within the mea
ning of the Articles of Association).
While the vast majority of non
-
EU (including U.K.) investors in the Company comply with the prohibition on non
-
EU nationals acquiring Ordinary Sha
res and invest instead through the ADRs listed on NASDA
Q, the Company h
as
recorded a number of a
cquisitions of its Ordina
ry Shares by non
-
EU nationals sin
ce 1 January 2021 in respe
ct of which
the relevant investors did not comply with the disposal requirements in the Restri
cted Share Notices issued to them by
the Company. On
8 Septemb
er 2021, the Company announced that it had initiated a forc
ed sale in accordance with the
Articles, that a broker had
been appointed to conduct the sale(s) of such Ord
inary Shares independentl
y of, and
uninfluenced by, the Comp
any over a period of
weeks, and that the net proceeds of such sale(s) would be transmitted
to the relevant investors in due course. The Comp
any also disclosed that it may init
iate further restricted share disposals
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
138
137
In ad
dition to the above, if as a consequence of a change of law or a direction, notice or requirement of an
y
state, authority or person it is necessary t
o reduce the total number of Affected Shares b
elow 40% or reduce the number
of Affected Shares held by any p
articular shareholder or shareholders in order to overcom
e, prevent or avoid an
Intervening Act, the Directors may resolve to (i) set the Permitted Maximum at s
uch level below 40% as they c
onsider
necessary in order
to overcome, prevent or a
void such Inte
rvening Act, and/or (ii) treat su
ch number of Affected
Shares
(or ADRs representing Affected Shares) held by any particular shareh
older or shareholders as they consider necessary
(which could include all of such Affected Shares or ADRs) as Restricted Shares (s
ee below). The Directors may serve a
Restricted Share Notice in respect of any Affected Share, or any ADR representing any ADS, which is to
be treated as a
Restricted Share. Holders of Restricted Shares ma
y be deprived of the rights to attend, vote and
speak at general
meetings, which they would otherwis
e have as a consequence of holding such Ordinar
y Shares or ADRs. Holders of
Restricted Shares may also be required to dispose of the Ordinary Shares or ADRs concerned to an EU national (so that
the relev
ant shares (or sha
res underlying the relevant ADRs) will then cease t
o be Affected Shares) within 21 days or
such longer period as the
Directors may determine. The Dire
ctors are also given the power
to transfer and sell such
Restricted Shares, themsel
ves,
in cases of non
-
compli
ance with the Restricted Share Notice.
To enable the Directors to identify Affected Shares
, transferees of Ordinary Shares are generally required to
provide a declaration as t
o the nationality of persons having inter
ests in those sha
res. Shareholders
are also obliged
to
notify Ryanair Holdings if they are aware that any shares, which they hold, ought to be treated as Affected Shares for
this purpose. Purchasers or transferees
of ADRs need not complete a nationality declaration b
ecause
the
Directors
automatically treat all of the Ordinar
y Shares held by the Depositary as
Affected Shares. ADS holders must
open ADR
accounts directly with the Depositary if the
y wish to provide to Ryanair Holdings nationality decl
arations (or such other
evi
dence as the Directors
may require) in order to establish to the Direct
ors’ satisfaction that the Ordinary Shares
underlying such holder’s ADRs are not Affected Shar
es. Holders of interests in Ordinary Shares through Belgian law
rights in the Euroclear s
ystem or CRE
ST Depositary Interests in the CREST
system must complete a
nationality
declaration in accord
ance with the processes and
procedures of Eurocle
ar Bank and Euroclear U.
K. & Ireland
respectively.
In deciding which Affected
Shares are to be selected
as Restricted Sh
ares, the Directors may take into a
ccount
which Affected Shares have given rise to the necessity to take acti
on. Subject to that they will, insofar as practicable,
firstly view as Restricted Shares those Affected Shares in respect of which
no declaration as to whether or not such
shares are Affected Shares has b
een made by the holder thereof and where information which has been requested
by
the Directors in accordance with the Articles has not been provided within specified time periods and
, secondly, have
regard to the chronological order in which details of Affected Shares have been entered in the Separate Register and,
accordingly, treat the m
ost recently registered Affecte
d Shares as Restricted Shares
to the extent necessary. Transf
ers
o
f Affected Shares to Affiliates (as that expression is defined in the Articles) will not affect the chronologi
cal order of
entry in the Separate Register for this purp
ose. The Directors do however have the discretion to appl
y another basis of
selection if,
in the
ir sole opinion, that would be more equitable. W
here the Directors have resolved to trea
t Affected
Shares held by any particular shareholder or shareholders as Restricted Shares
(i) because such Affected Shares have
given rise to the need to tak
e such action or (ii) bec
ause of a change of law or a requiremen
t or direction of a regu
latory
authority necessitating suc
h action (see above), such powers m
ay be exercised irresp
ective of the date upon which such
Affected Shares were enter
ed in the Separate R
egister.
The Permitted Maximum is currently set at 49.9%. T
his
maximum level can be reduced at any time if it becomes
necessary for the Directors to exercise their powe
rs in the circumstances described above. The decision to make any
such reduction or to
change the Permitted Maximu
m from time to time will be p
ublished in at least one national
newspaper in Ireland and in any country in whi
ch the Ordinary Shares or ADRs are listed. T
he relevant notice will specify
the provisions of the Articles that apply to
Res
tricted Shares and the name of the p
erson or persons who will answer
queries relating to Res
tricted Shares on behalf of
Ryanair Holdings. The Directors sh
all publish information as to the
number of shares held by EU nationals annuall
y.
138
In an
effort to increase the percentage of its share capital held by EU national
s, on June 26, 2001, Ryanair
Holdings instructed the
Depositary to suspend the
issuance of new A
DSs in exchange for the depos
it of Ordinary Shares
until further notice to its shareholders. Holders of Ordinary Shares cannot convert their Ordinary Shares into ADRs during
such suspension, and there can be no assurance tha
t the suspension will ever be lifted.
As a further measure to increase the p
ercentage of Ordinary Shares held by EU n
ationals, on February 7, 20
02,
the Company issued a notice to sha
reholders to the effect that any purchase
of interests in Ordinary Shares b
y a non
-
EU national after such date will immed
iately result in the issue of a Restricted Share N
otice to such non
-
EU
national
purchaser. The Restricted Share N
otice compels the non
-
EU national purchaser to sell the interests in Affected Shares
to an EU national within 21 days of the date o
f issuance. In the event that any suc
h non
-
EU national shareholder does
not sell its interests in O
rdinary Shares to an EU n
ational within the specified time p
eriod, the Company can the
n compel
such a sale. As a result, non
-
EU nationa
ls are effectively barred from purchasing Ordinary Shares for as long as thes
e
restrictions remain in pla
ce. There can be no assurance that these restrictions wil
l ever be lifted.
As an additional measure to manage the Comp
any’s EU nationality requirements,
at the EGM held on April 19,
2012 the Company obtained a repu
rchase authority to enable the repurchas
e of ADRs for up to 5% of the issued share
capital of the Company traded on the NASDAQ. This authority (which in 20
17 was increased to 10% of the issued share
capital of the Company traded on the NASDAQ) was renewed at each subsequent Annual General Meetin
g up to and
including the September 20
21 meeting.
In order to protect the Company’s operating license and ensure that the Company
(and its subsidiary EU airlines)
remain majority EU owned
and controlled in the event of a no
-
de
al or “hard” Brexit, on
Mar
ch 8, 2019 the Board resolved
that with effect from the date on which U.K. nationals
cease to qualify as nationals of Member States for the
purposes
of Article 4 of EU Regulati
on 1008/2008 all Ordinary Shares and Deposit
ary Shares held by or on behalf
o
f non
-EU
(including U.K.) shareholde
rs would be treated as Restricted Shares.
In anticipation of the end
of the Brexit transition period on De
cember 31, 2020, on December 29, 2020 the
Company announced that,
with effect from January 1, 2021
U.K. nationals
wou
ld cease to qualify as EU nationals and
in accordance with the resolutions passed
by the Board of the Company on March 8, 2019 all Ordinary Shares and
Depositary Shares held b
y or on behalf of non
-
EU nationals
(including U.K. nationals) w
ould be treate
d
as “Restricted
Shares” (within the meaning of the Artic
les of Association). Restricted Share Notices were issued to the
registered
holder(s) of each Restri
cted Share specifying that the
holder(s) of such shares ar
e not entitled to attend, sp
eak or vote
a
t any general meeting of the Company for so long as those shares are treated as Restricted Shares pursuant to Article
41(J)(i) of the Articles of Association. U.K. nationals are
not required to dispose of Ordinary Shares which they p
urchased
prior to Janua
ry 1, 2021.
In January 2021, the Company pub
lished a notice in the Financial Times, the Irish
Times and the Wall Street
Journal to again notify and
confirm to shareholders tha
t with effect from January 1, 20
21 U.K. nationals ceased to qualify
as EU nation
als and in a
ccordance with the res
olutions passed by the Board of
the Company on March 8,
2019, all
Ordinary Shares and Dep
ositary Shares held by or on beh
alf of non
-
EU nationals (in
cluding U.K. nationals) are treated as
“Restricted Shares” (within the mea
ning of the Articles of Association).
While the vast majority of non
-
EU (including U.K.) investors in the Company comply with the prohibition on non
-
EU nationals acquiring Ordinary Sha
res and invest instead through the ADRs listed on NASDA
Q, the Company h
as
recorded a number of a
cquisitions of its Ordina
ry Shares by non
-
EU nationals sin
ce 1 January 2021 in respe
ct of which
the relevant investors did not comply with the
disposal requirements in the Restricted Share Noti
ces issued to them by
the Company. On
8 Septemb
er 2021, the Company announced that it had initiated a forc
ed sale in accordance with the
Articles, that a broker had
been appointed to conduct the sale(s) of such Ord
inary Shares independentl
y of, and
uninfluenced by, the Comp
any over a period of
weeks, and that the net proceeds of such sale(s) would be transmitted
to the relevant investors in due course. The Comp
any also disclosed that it may init
iate further restricted share disposals
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
140
139
139
from time to time and may elect to
do so without further anno
uncement. Further restricted share disposals occurred in
2021 and 20
22.
In December 2021, the Company delisted from the L
ondon Stock Exchange (“LSE”).
Trading on the
LSE as a
percentage of overall trading volume in Ryanair’s Ordinary Shares reduced mater
ially during 2021 such that the vo
lume
no longer justified the
costs related to such listing and admissi
on to trading. Moreover, de
listing from the LSE
consolidated trading liquidi
ty to one regulated market for the benefit of all shareholders. The mig
ratio
n a
way from the
LSE was also consistent with the extension of the pro
hibition on non
-
EU nati
onals acquiring Ryanair’s Ordinary Shares
to include U.K. nationals following
Brexit.
Notwithstanding the power
s vested in the chairman of general meetings of the
Company pu
rsuant to Article
41(J)(i) of the Articles of Association, the chairman will not vote any Restricted S
hares at any
meeting of the Company.
Concerns about the foreign ownersh
ip restrictions described above could result in the exclusion of Ryanai
r from
certain stock tracking indi
ces. Any such exclusion may advers
ely affect the market price
of the Ordinary Shares and
ADRs. See also “Item 3. Ke
y Information
R
isk Factors
Risks Related t
o Ownership of the Com
pany’s Ordinary Shares
or ADRs
EU Rules Imp
ose Restri
ctions on the Ownership of Ryanair Holdings’ Ordinary Shares by Non
-
EU Nationals and
the Company has Ap
plied
a Ban on the Purchase of Ordinary Shares by Non
-
EU Nationals
since 2002
” above.
As a result of the measures
introduced by the Company at
the beginning of 2021 to protect the Group’s opera
ting
licenses under EU Regulation 100
8/2008 following Brexit, as at March 31, 2022, EU natio
nals owned 1
00% of the Ryanair
Holdings’ Ordinary Shares
with voting rights and approxim
ately 41% of the Ryanair
Holdings’ Ordina
ry Shares with
economic rights (in each case assum
ing conversion of all outstanding ADRs into Ordinary Sh
ares).
TAXATION
Irish Tax Considerations
The following is a discussi
on of certain Irish tax cons
equences of the purchase, ownersh
ip
and disposition of
Ordinary Shares or ADRs. This discussion is based upon tax laws and practice of Ireland at the date of this
document,
which are subject to change, possibly with retroactive
effect. Particular rules may apply to certain classes of taxpaye
rs
(such as dealers in securities) and this discussion do
es not purport to deal with the tax consequences of pu
rchase,
ownership or disposition of the relevant securities for all categories of invest
ors.
The discussion is intended
only as a general guide based on curren
t Irish law and practice and is n
ot intended
to be, nor should it be
considered to be, legal or tax adv
ice to any particular investo
r or stockholder. Accordingly, cu
rrent
stockholders or pot
ential investors should satisf
y themselves as to the overall t
ax consequences by consulting their
own tax advisers.
Dividends.
If Ryanair Holding
s pays dividends or makes other relevant distributions, the following is relevant:
Withholding Tax.
Unless
exemp
ted, a withholding tax (currently 25%) will apply to dividends or other re
levant
distributions paid by an Iris
h resident company. The withholding t
ax requirement will not apply to d
istributions paid to
certain categories of Irish resident sto
ckholders
or to distributions pa
id to certain categories of no
n
-resident
stockholders.
The following Irish res
ident stockholders, inter
-
alia, are exempt fr
om withholding if they ma
ke to the Company,
in advance of payment of any relevant distribu
tion, an appropriat
e declaration of entitlemen
t to exemption:
Irish residen
t companies;
Pension schemes app
roved by the Irish Revenue Commissioners (“Irish Revenue”
);
140
Qualifying fu
nd managers or qualifying savings managers in relation to approved retirement fu
nds (“ARF”s
) or
approved minimum retirem
ent funds (“AMRF”s);
Personal Retiremen
t Savings Account (“PRSA”) adm
inistrators who receive the re
levant distribution as income
arising in respect of PRSA assets;
Qualifying em
ployee share ownership trusts;
Collective inves
tm
ent undertakings;
Tax-
exempt cha
rities;
Designated br
okers receiving the distribution for special portfolio investmen
t accounts;
Any person who is entitled to exemption from income tax under Schedule F on dividends in respect of an
investment in whole or
in part of payments received
in respect of a civil action or from the
Personal Injuries
Assessment Board for dam
ages in respect of mental or ph
ysical
infirmity;
Certain qualifying trusts established
for the benefit of an inc
apacitated individual and/or per
sons in receipt o
f
income from such a qualifying
trust;
Any person entitled t
o exemption to income tax under Schedul
e F by virtue of Section 192(2) Taxes
Consolidation Act (“TCA”) 1997;
Unit trusts to which Section
731(5)(a) TCA 1997 applies; and
Certain Irish Revenu
e
-
approved amateur and athleti
c sport bodies.
The following non
-
resident stockholde
rs are exempt from withholding if they make to the Company, in advance
of payment of any dividend, an appropriate declaration of entitlemen
t to
exemption
:
Persons (o
ther than a comp
any) who (i) are neither resi
dent nor ordinarily residen
t in Ireland and
(ii) are resident
for tax purposes in (a) a country which has signed a Double Taxation Agreement with Ireland (a “tax treaty
country”) or (b) an EU membe
r state other than Ireland;
Companies n
ot resident in Ireland which are resident in an EU
member state or a tax treaty country, by virtue
of
the law of an EU member state or a tax treaty
country and are not controlled, directl
y or indirectly, by an
Irish
resident or Irish residents;
Companies no
t resident in Ireland which are directly or indirectly controlled b
y a person or persons who are, by
virtue of the law of a
tax treaty country or an
EU member state, residen
t for tax purposes in a tax treat
y c
ountry
or an EU member state other than I
reland and which are not controlled directly or indirec
tly by persons who are
not resident for tax purposes in a tax treaty country o
r EU member state;
Companies not resident in Ireland the principal class of share
s of which is substantially and regularly traded on
a recognized stock exchange in a tax treaty country or an EU member state including Ireland or on an approved
stock exchange; or
Companies no
t resident in Ireland that are 75
% subsidiaries of a single com
pany, or are wholly owned by two
or
more companies, in either case the principal classes
of shares of which is or are substantially and regularly
traded on a recognized sto
ck exchange in a tax treaty count
ry or an EU member state in
cluding Ireland or on an
approved stock exchange.
In the case of an individual non
-
resident stockholder resident in an EU member s
tate or tax treaty country, the
declaration must be accompanied by a current certificate of tax residence from the ta
x authorities in the stockholder’
s
country of residence. In the
case of both an individual a
nd corporate non
-
r
esident stockholder residen
t in an EU member
state or tax treaty coun
try, the declaration also must
contain an undertaking by th
e individual or corporate n
on
-resident
stockholder
that he, she or it will advise the Company accordingly if he, she or it ceases to meet the conditi
ons to be
entitled to the DWT exemption. No declaration is required if the stockholder is a 5% p
arent company in another EU
member state in accordanc
e with se
ction 831 TCA 199
7. Neither is a declaration required on the payment by a
company
resident in Ireland to anoth
er company so resident if the company making
the dividend is a 51% sub
sidiary of that other
compan
y.
The Irish Department of Finance had sought t
o introduce a Dividend Withholding Tax Real
-
T
ime Reporting
system from January 1, 20
21. Under this system, Irish residen
t companies would be required to obtain t
ax reference
numbers from shareholder
s in advance of making a distribution. A public consultati
on process bet
ween stakeholders,
shareholders and representative bodies with the
Irish Revenue Commissioners ran between October 2019 and March
2020, the outcomes
of which have yet to be published a
nd are expected in due cour
se. One of the main areas
of co
ncern
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
140
139
from time to time and may elect to
do so without further anno
uncement. Further restricted share disposals occurred in
2021 and 20
22.
In December 2021, the Company delisted from the L
ondon Stock Exchange (“LSE”).
Trading on the
LSE as a
percentage of overall trading volume in Ryanair’s Ordinary Shares reduced mater
ially during 2021 such that the vo
lume
no longer justified the
costs related to such listing and admissi
on to trading. Moreover, de
listing from the LSE
consolidated trading liquidi
ty to one regulated market for the benefit of all shareholders. The mig
ratio
n a
way from the
LSE was also consistent with the extension of the pro
hibition on non
-
EU nati
onals acquiring Ryanair’s Ordinary Shares
to include U.K. nationals following
Brexit.
Notwithstanding the power
s vested in the chairman of general meetings of the
Company pu
rsuant to Article
41(J)(i) of the Articles of Association, the chairman will not vote any Restricted S
hares at any
meeting of the Company.
Concerns about the foreign ownersh
ip restrictions described above could result in the exclusion of Ryanai
r from
certain stock tracking indi
ces. Any such exclusion may advers
ely affect the market price
of the Ordinary Shares and
ADRs. See also “Item 3. Ke
y Information
R
isk Factors
Risks Related t
o Ownership of the Com
pany’s Ordinary Shares
or ADRs
EU Rules Imp
ose Restri
ctions on the Ownership of Ryanair Holdings’ Ordinary Shares by Non
-
EU Nationals and
the Company has Ap
plied
a Ban on the Purchase of Ordinary Shares by Non
-
EU Nationals
since 2002
” above.
As a result of the measures
introduced by the Company at
the beginning of 2021 to protect the Group’s opera
ting
licenses under EU Regulation 100
8/2008 following Brexit, as at March 31, 2022, EU natio
nals owned 1
00% of the Ryanair
Holdings’ Ordinary Shares
with voting rights and approxim
ately 41% of the Ryanair
Holdings’ Ordina
ry Shares with
economic rights (in each case assum
ing conversion of all outstanding ADRs into Ordinary Sh
ares).
TAXATION
Irish Tax Considerations
The following is a discussi
on of certain Irish tax cons
equences of the purchase, ownersh
ip
and disposition of
Ordinary Shares or ADRs. This discussion is based upon tax laws and practice of Ireland at the date of this
document,
which are subject to change, possibly with retroactive
effect. Particular rules may apply to certain classes of taxpaye
rs
(such as dealers in securities) and this discussion do
es not purport to deal with the tax consequences of pu
rchase,
ownership or disposition of the relevant securities for all categories of invest
ors.
The discussion is intended
only as a general guide based on curren
t Irish law and practice and is n
ot intended
to be, nor should it be
considered to be, legal or tax adv
ice to any particular investo
r or stockholder. Accordingly, cu
rrent
stockholders or pot
ential investors should satisf
y themselves as to the overall t
ax consequences by consulting their
own tax advisers.
Dividends.
If Ryanair Holding
s pays dividends or makes other relevant distributions, the following is relevant:
Withholding Tax.
Unless
exemp
ted, a withholding tax (currently 25%) will apply to dividends or other re
levant
distributions paid by an Iris
h resident company. The withholding t
ax requirement will not apply to d
istributions paid to
certain categories of Irish resident sto
ckholders
or to distributions pa
id to certain categories of no
n
-resident
stockholders.
The following Irish res
ident stockholders, inter
-
alia, are exempt fr
om withholding if they ma
ke to the Company,
in advance of payment of any relevant distribu
tion, an appropriat
e declaration of entitlemen
t to exemption:
Irish resident compan
ies;
Pension schemes approv
ed by the Irish Revenue Commissioners (“Irish Revenue”
);
140
Qualifying fu
nd managers or qualifying savings managers in relation to approved retirement fu
nds (“ARF”s
) or
approved minimum retirem
ent funds (“AMRF”s);
Personal Re
tirement Savings Account (“PRSA”) adm
inistrators who receive the re
levant distribution as income
arising in respect of PRSA assets;
Qualifying em
ployee share ownership trusts;
Collective inves
tm
ent undertakings;
Tax-
exempt cha
rities;
Designated br
okers receiving the distribution for special portfolio investmen
t accounts;
Any person who is entitled to exemption from income tax under Schedule F on dividends in respect of an
investment in whole or
in part of payments received
in respect of a civil action
or from the Personal Injuri
es
Assessment Board for dam
ages in respect of mental or physical infirmity;
Certain qualifying trusts established
for the benefit of an inc
apacitated individual and/or p
er
sons in receipt o
f
income from such a qualifying
trust;
Any person enti
tled to exemption to income tax under Schedul
e F by virtue of Section 192(2) Taxes
Consolidation Act (“TCA”) 1997;
Unit trusts to which Secti
on 731(5)(a) TCA 1997 applies; and
Certain Irish Revenu
e
-
approved amateur and athletic sp
ort bodies.
The following non
-
resident stockholde
rs are exempt from withholding if they make to the Company, in advance
of payment of any dividend, an appropriate declaration of entitlemen
t to
exemption
:
Persons (o
ther than a company) wh
o (i) are neither resident nor
ordinarily resident in I
reland and (ii) are residen
t
for tax purposes in (a) a country which has signed a Double Taxation Agreement with Ireland (a “tax treaty
country”) or (b) an EU membe
r state other than Ireland;
Companies n
ot resident in Ireland which are resident in an EU
member state or a tax treaty country, by virtue
of
the law of an EU member state or a tax treaty
country and are not controlled, directl
y or indirectly, by an
Irish
resident or Irish residents;
Companies no
t resident in Ireland which are directly or indirectly controlled b
y a person or persons who are, by
virtue of the law of a
tax treaty country or an
EU member state, residen
t for tax purposes in a tax treat
y c
ountry
or an EU member state other than I
reland and which are not controlled directly or indirec
tly by persons who are
not resident for tax purposes in a tax treaty country o
r EU member state;
Companies not resident in Ireland the principal class of share
s of which is substantially and regularly traded on
a recognized stock exchange in a tax treaty country or an EU member state including Ireland or on an approved
stock exchange; or
Companies no
t resident in Ireland that are 75
% subsidiaries of a single com
pany, or are wholly owned by two
or
more companies, in either case the principal classes
of shares of which is or are substantially and regularly
traded on a recognized sto
ck exchange in a tax treaty count
ry or an EU member state in
cluding Ireland or on an
approved stock exchange.
In the case of an individual non
-
resident stockholder resident in an EU memb
er state or tax treaty country, the
declaration must be accompanied by a current certificate of tax residence from the tax authorities in the stockholder’
s
country of residence. In the
case of both an individual a
nd corporate non
-
r
esident stockholder residen
t in an EU memb
er
state or tax treaty coun
try, the declaration also must
contain an undertaking by th
e individual or corporate n
on
-resident
stockholder
that he, she or it will advise the Company accordingly if he, she or it ceases to meet the conditi
ons to be
entitled to the DWT exemption. No declaration is required if the stockholder is a 5% p
arent company in another EU
member state in accordanc
e with se
ction 831 TCA 199
7. Neither is a declaration required on the payment by a
company
resident in Ireland to anoth
er company so resident if the company making
the dividend is a 51% sub
sidiary of that other
compan
y.
The Irish Department of Finance had sought t
o introduce a Dividend Withholding Tax Real
-
T
ime Reporting
system from January 1, 20
21. Under this system, Irish residen
t companies would be required to obtain t
ax reference
numbers from shareholde
rs in advance of making a distribution. A public consult
ation p
rocess between stakeholders,
shareholders and representative bodies with the
Irish Revenue Commissioners ran between October 2019 and March
2020, the outcomes
of which have yet to be published a
nd are expected in due cour
se. One of the main areas
of co
ncern
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
142
141
141
raised was in regards the impractically of managing such a system in respect of listed companies who have a large and
diverse base of international investors. On M
ay
19,
2020, having regard to the scale of the chal
lenge facing the industry
in preparing for the transf
er of the Irish equities market to a new settlement s
ystem by March 2021, and business
challenges and disruption caused by the Covid
-
19 pandemic, the Irish Revenue Commissi
oners postponed the planned
introduction of the Real
-
Time Rep
orting
Sys
tem from January 1, 2021 until an undefined later date. Irish Revenu
e have
not made any further statements
on the issue.
American Deposit
ary Receipts.
Special arrangemen
ts with regard to the di
vidend withholding tax obligation
apply
in the case of Irish compani
es using ADRs through U.S.
depositary banks that have been authori
zed by the Irish Revenue.
Such banks, which re
ceive dividends from the C
ompany and pass them on to the
U.S. ADR holders beneficially enti
tled
to such dividends, will be allowed to
re
ceive and pass on the gross dividends (i.e., before w
ithholding) based on an
“address system” wher
e the recorded addresses of su
ch holder, as listed in the dep
ositary bank’s register of depositar
y
receipts, is in the United States.
Taxation on Dividends
.
Comp
anies’ resident in Ireland other than those taxable
on receipt of dividends as trading
income are exempt from
corporation tax on distribu
tions received on Ordinary Shares from
other Irish resident
companies. Stockholders that are “close”
companies fo
r Irish taxation purposes may, however, be subject to a
corporation tax surcharge (current
ly 20%) on undistributed investment income.
Individual stockholders who are resident or ordinarily resident in Ireland are subject to income tax on the gross
dividen
d at their marginal tax rate but are ent
itled to a credit for the tax withheld by the Company pay
ing the dividend.
The dividend will also be subject to the universal social charge. An individual stockholder who is not liable or not
fully
liable for income
t
ax by reason of exemp
tion or otherwise may be ent
itled to receive an appropriate refu
nd of tax
withheld. A charge to Irish social securi
ty taxes can also arise for such individuals on the amount of any
dividend
received from the Company.
Except in certain circumsta
nces, a person who is neither resident n
or ordinarily resident in Ireland and
is entitled
to receive dividends without ded
uctio
ns is not liable for Irish tax on the div
idends. Where a person who is neither resident
nor ordinarily resident in I
reland is subject to
withholding tax on the dividend
received due to not benefi
ting from any
exemption from such withholding, the amount of that
withholding will generally satisfy such person’s liability for Irish
tax, however individual shar
eholders should confirm
this with their own tax adviser.
Capital Gains
Tax.
A person who is either residen
t or ordinarily resident in Ireland will generally be liable for Iri
sh
capital gains tax on any gai
n realized on the disposal of the Ordinary Sh
ares or ADRs. The cu
rrent
capital gains tax rate
is 33%. A person who is neither resident nor ordinarily resident in Ireland and who does not carry on a trade in Ireland
through a branch or agency will not be subject to Irish
capital gains tax on the disposal of the Ordinary
Share
s or ADRs.
Irish Capital Acquisi
tions Tax.
A gift or inheritanc
e of the Ordinary Shares or AD
Rs will be within the charge
to
Irish Capital Acquisitions T
ax (“CAT”) notwithstanding that the donor or the done
e / successor in relation to such gift or
i
nheritance is resident
outside Ireland. CAT is charged a
t a rate of 33% above a tax
-
free threshold. Th
is tax
-
free threshold
is determined by the amount of the current benefit and of previous benefits taken since December 5, 199
1,
as relevant,
within the charge to CAT and
the relatio
nship bet
ween the donor and the successor or donee. Gifts and inheritan
ces
between spouses (and in certain cases
former spouses) are not subject to CAT.
In a case where an inheritance or gift of the Ordinar
y Shares or ADRs is subject t
o both Irish CAT and foreign tax
of a similar character, the f
oreign tax paid may in certa
in circumstances be credited in whole or in par
t against the Irish
tax.
Irish Stamp Duty.
It is assumed for the purposes of this paragraph that A
DRs are dealt
in on a r
ecognized stock
exchange in the United States (NASDAQ is a recognized stock exchange in the United Stat
es for this purpose). Under
current Irish law, n
o stamp duty will be payable
on the acquisition of ADRs b
y persons purchasing such A
DRs or on a
ny
142
subsequent transfer of ADRs. A transfer of Ordinary Shares (including transfers effected through Euro
clear
U.K.
& I
reland
Limited) wherever exe
cuted and whether on sale, in
contemplation of a sale or by way of a gift, will be sub
ject to duty at
the rate
of 1% of the consideration given or, in the case of a gift or if the purchase price is inadequa
te or
unasc
ertainable,
on the market value of the Ordinary Shares. Transfers
of Ordinary Shares that are not liable for duty at the rate of 1%
(e.g., transfers
under wh
ich there is no change in beneficial ownership) may be subject to a fixed duty of €1
2.50.
The Irish Revenue treats a conversion of Ord
inary Shares to ADRs made in contem
plation of a sale or a change
in beneficial ownership (und
er Irish law) as an event
subject to stamp duty at a rate of 1%. The Irish Rev
enue has
indicated that a re
-
conversi
on of ADRs to
Ordinary Shares made in contemplation of a sale or a change in
beneficial
ownership (under Irish law) will not be subject to a
stamp duty. However,
the sub
sequent sale of the re
-converted
Ordinary Shares ma
y give rise to Irish stamp du
ty at the 1% rate. If the transf
er of the Ordinary Shares is a trans
fer under
which there is no change in the beneficial ownership (under Irish law) of the Ordinary Sha
res being transferred, nominal
stamp duty only may be payable on the tr
ansfer. Under Irish law, it is not clear
whether the mere deposit of Ordinary
Shares for ADRs or ADRs for Ordinary Shares would be deemed to constitute a change in beneficial ownership.
Accordingly, it is possible th
at holders would be subject to stamp duty at the
1% rate when merely depositing Ordinary
Shares for ADRs or A
DRs for Ordinary Shares and
, consequently, the Depositar
y reserves the right in such circu
mstances
to require paymen
t of stamp du
ty at
the rate of 1% from the holders.
The person accountable for payment of stamp du
ty is
the transferee or, in the case of a transfer by way of a gif
t
or for a consideration less than the market value, all
parties to the transfer.
Stamp duty is normally payable within 30
days after the date of exe
cution of the transfer. Late or inade
quate payment of stamp duty will result
in liability for
interest, penalties, and fines.
United States Fed
eral Income Tax Considerations
The following
is a summ
ary of certain U.S. federal income tax consider
ations relating to the purchase, owne
rship
and disposition of Ordinar
y Shares or ADRs by a bene
ficial owner of the Ordinary Shares or
ADRs who is a citizen or
resident of the United St
ates, a U.S. do
mest
ic corporation or otherwise subject t
o U.S. federal income tax on a net income
basis in respect of the Ordinary Shares or the ADRs (
a “U.S. Holder”). This su
mmary does not
purport to be tax advice or
a comprehensive descripti
on of all of the tax consid
e
rations that may be relevant to a decision to purchase, hold, or
dispose of the Ordinary Sha
res or the ADRs. In particular, the summar
y deals only with U.S. Holders that
will hold Ordinary
Shares or ADRs as capital assets
and generally does not address th
e tax treatmen
t of U.S. Holders that may be subject
to special tax rules such as banks, regulated investment companies
, insurance companies, tax
-
exempt org
anizations
dealers in securities or curr
encies, partnerships or partners therein, ent
ities subject to
the branch profits tax, traders in
securities electing to ma
rk to market, persons that o
wn 10% or more of the sto
ck of the Company (m
easured by vote or
value), persons whose “functional curren
cy” is not U.S. dollars or persons that hold the Ordinary Share
s or the
ADRs as
a synthetic security or as part of an integrated
investment (including a “straddle”
or hedge) consisting of the Ordinary
Shares or the ADRs and on
e or more other positions.
Moreover, this summary does not address sta
te, local or foreign
ta
xes, the U.S. federal estate and gift taxes, the Medicare contribution tax on net investment income of certain non
-
corporate U.S. Holders, or alternat
ive minimum tax consequences of acquiring, holding
or disposing of Ordinary Shares
or ADSs.
This summary
is based on
the Internal Revenue Code
of 1986, as amended (the
“Code”), its legislative histor
y,
existing and proposed reg
ulations promulgated thereu
nder, published rulings and court decis
ions, all as currently in
effect. These authorities are subject to
change, possibly on a
retroactive basis. In addition, this summary assumes the
deposit agreement, and all other rel
ated agreements, will be performed in accord
ance with their terms.
Holders of the Ordinary Shares or the ADRs should consult their own tax
advisors as to the U.S. or other tax
consequences of the pur
chase, ownership, and disposi
tion of the Ordinary Shares or the ADRs in light of their
particular
circumstances, including, in
particular, the effect of any foreign, state or local tax laws.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
142
141
raised was in regards the impractically of managing such a system in respect of listed companies who have a large and
diverse base of international investors. On M
ay
19,
2020, having regard to the scale of the challenge facing the industry
in preparing for the transf
er of the Irish equities market to a new settlement s
ystem by March 2021, and business
challenges and disruption caused by the Covid
-
19 pandemic, the Irish Revenue Commissi
oners postponed the planned
introduction of the Real
-
Time Rep
orting
Sys
tem from January 1, 2021 until an undefined later date. Irish Revenu
e have
not made any further statements
on the issue.
American Deposit
ary Receipts.
Special arrangemen
ts with regard to the dividend
withholding tax obligation
apply
in the case of Irish compani
es using ADRs through U.S.
depositary banks that have been authori
zed by the Irish Revenue.
Such banks, which re
ceive dividends from the C
ompany and pass them on to the
U.S. ADR holders beneficially enti
tled
to such dividends, will be allowed to
re
ceive and pass on the gross dividends (i.e., before w
ithholding) based on an
“address system” wher
e the recorded addresses of su
ch holder, as listed in the dep
ositary bank’s register of depositar
y
receipts, is in the United States.
Taxation on Dividends
.
Comp
anies’ resident in Ireland other than those taxable
on receipt of dividends as trading
income are exempt from
corporation tax on distribu
tions received on Ordinary Shares from
other Irish resident
companies. Stockholders that are “close”
companies fo
r Irish taxation purposes may, however, be subject to a
corporation tax surcharge (current
ly 20%) on undistributed investment income.
Individual stockholders who are resident or ordinarily resident in Ireland are subject to income tax on the gross
dividen
d at their marginal tax rate but are ent
itled to a credit for the tax withheld by the Company pay
ing the dividend.
The dividend will also be subject to the universal social charge. An individual stockholder who is not liable or not
fully
liable for income
t
ax by reason of exemp
tion or otherwise may be ent
itled to receive an appropriate refu
nd of tax
withheld. A charge to Irish social securi
ty taxes can also arise for such individuals on the amount of any
dividend
received from the Company.
Except in certain circumsta
nces, a person who is neither resident n
or ordinarily resident in Ireland and
is entitled
to receive dividends without ded
uctio
ns is not liable for Irish
tax o
n the dividends. W
here a person who is neither resident
nor ordinarily resident in I
reland is subject to
withholding tax on the dividend
received due to not benefi
ting from any
exemption from such withholding, the amount of that
withholding will generally satisfy such person’s liability for Irish
tax, however individual shar
eholders should confirm
this with their own tax adviser.
Capital Gains
Tax.
A person who is either residen
t or ordinarily resident in Ireland will generally be liable for Iri
sh
capital gains tax on any gai
n realized on the disposal of the Ordinary Sh
ares or ADRs. The cu
rrent
capital gains tax rate
is 33%. A person who is neither resident nor ordinarily resident in Ireland and who does not carry on a trade in Ireland
through a branch or agency will not be subject to Irish
capital gains tax on the disposal of the Ordinary
Share
s or ADRs.
Irish Capital Acquisi
tions Tax.
A gift or inheritanc
e of the Ordinary Shares or
ADRs will be within the charge
to
Irish Capital Acquisitions T
ax (“CAT”) notwithstanding that the donor or the done
e / successor in relation to such gift or
i
nheritance is resident
outside Ireland. CAT is charged a
t a rate of 33% above a tax
-
free threshold. Th
is tax
-
free threshold
is determined by the amount of the current benefit and of previous benefits taken since December 5, 199
1,
as relevant,
within the charge to CAT and
the relatio
nship betwee
n the donor and the successor or donee. Gifts and inheritan
ces
between spouses (and in certain cases
former spouses) are not subject to CAT.
In a case where an inheritance or gift of the Ordinar
y Shares or ADRs is subject t
o both Irish CAT and foreign tax
of a similar character, the f
oreign tax paid may in certa
in circumstances be credited in whole or in par
t against the Irish
tax.
Irish Stamp Duty.
It is assumed for the purposes of this paragraph that A
DRs are dealt
in on a r
ecognized stock
exchange in the United States (NASDAQ is a recognized stock exchange in the United Stat
es for this purpose). Under
current Irish law, n
o stamp duty will be payable
on the acquisition of ADRs b
y persons purchasing such A
DRs or on a
ny
142
subsequent transfer of ADRs. A transfer of Ordinary Shares (including transfers effe
cted through Euroclear
U.K.
&
Ireland
Limited) wherever exe
cuted and whether on sale, in
contemplation of a sale or by way of a gift, will be sub
ject to duty at
the rate
of 1% of the consideration g
iven or, in the case of a gift or if the purchase price is inadequate or unas
certainable,
on the market value of the Ordinary Shares. Transfers
of Ordinary Shares that are not liable for duty at the rate of 1%
(e.g., transfers
under wh
ich there is no change in beneficial ownership) may be subject to a fixed duty of €1
2.50.
The Irish Revenue treats a conversion of Ord
inary Shares to ADRs made in contem
plation of a sale or a change
in beneficial ownership (und
er Irish law) as an event
subject to stamp duty at a rate of 1%. The Irish Rev
enue has
indicated that a re
-
conversi
on of ADRs to
Ordinary Shares made in contemplation
of a
sale or a change in
beneficial
ownership (under Irish law) will not be subject to a
stamp duty. However,
the su
bsequent sale of the re
-con
verted
Ordinary Shares ma
y give rise to Irish stamp du
ty at the 1% rate. If the transf
er of the Ordinary Shares is a trans
fer under
which there is no change in the beneficial ownership (under Irish law) of the Ordinary Sha
res being transferred, nominal
stamp duty only may be payable on the tr
ansfer. Under Irish law, it is not clear
whether the mere deposit of Ordinary
Shares for ADRs or ADRs for Ordinary Shares would be deemed to constitute a change in beneficial ownership.
Accordingly, it is possible th
at holders would be subject to stamp duty at the
1% rate when merely depositing Ordinary
Shares for ADRs
or ADRs for Ordinary Shares and
, consequently, the
Depositary reserves the right in such
circumstances
to require paymen
t of stamp du
ty at
the rate of 1% from the holders.
The person accountable for payment of stamp du
ty is
the transferee or, in the case of a transfer by way of a gif
t
or for a consideration less than the market value, all
parties to the transfer.
Stamp duty is normally payable within 30
days after the date of exe
cution of the transfer. Late or inade
quate payment of stamp duty will result
in liability for
interest, penalties, and fines.
United States Fed
eral Income Tax Considerations
The following
is a summ
ary of certain U.S. federal income tax consider
ations relating to the purchase, owne
rship
and disposition of Ordinar
y Shares or ADRs by a beneficial o
wner of the Ordinary Shares or ADRs who is a citizen or
resident of the United St
ates, a U.S. do
mest
ic corporation or otherwise subject t
o U.S. federal income tax on a net income
basis in respect of the Ordinary Shares or the ADRs (
a “U.S. Holder”). This su
mmary does not
purport to be tax advice or
a comprehensive descripti
on of all of the tax consid
e
rations that may be relevant to a decision to purchase, hold, or
dispose of the Ordinary Shares or the ADRs. In p
articular, the summary deals only with U.S. Holders that
will hold Ordinary
Shares or ADRs as capital ass
ets and generally does not address th
e tax treatmen
t of U.S. Holders that may be subject
to special tax rules such as banks, regulated investment companies
, insurance companies, tax
-
exempt org
anizations
dealers in securities or currencies, par
tnerships or partners therein, ent
ities subject to
the branch prof
its tax, traders in
securities electing to ma
rk to market, persons that o
wn 10% or more of the sto
ck of the Company (m
easured by vote or
value), persons whose “functional curren
cy” is not U.S. dollars or persons that hold the Ordinary Share
s or the
ADRs as
a synthetic security or as part of an integrated
investment (including a “straddle”
or hedge) consisting of the Ordinary
Shares or the ADRs and on
e or more other positions.
Moreover, this summary does not address
state, local or foreign
ta
xes, the U.S. federal estate and gift taxes, the Medicare contribution tax on net investment income of certain non
-
corporate U.S. Holders, or alternat
ive minimum tax consequences of acquiring, holding
or disposing of Ordinary Shares
or ADSs.
This summary
is based on
the Internal Revenue Code
of 1986, as amended (the
“Code”), its legislative histor
y,
existing and proposed regu
latio
ns promulgat
ed thereunder, published rulings and court decis
ions, all as currently in
effect. These authorities are subject to
change, possibly on a
retroactive basis. In addition, this summary assumes the
deposit agreement, and all other rel
ated agreements, will be performed in accord
ance with their terms.
Holders of the Ordinary Shares or the ADRs should consult their own tax adv
isors as to the U.S. or o
ther tax
consequences of the pur
chase, ownership, and disposi
tion of the Ordinary Shares or the ADRs in light of their
particular
circumstances, including, in
particular, the effect of any foreign, state or local tax laws.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
144
143
143
For
U.S. federal income tax purposes, holders of the ADRs generally will be treated as the beneficial owners of
the Ordinary Shares represented
by those ADRs.
Taxation of Dividends
The gross amount of any dividends (including
any amount withheld in respect
of Irish taxes) paid with respect
to the Ordinary Shares, incl
uding Ordinary Shares represented by ADRs
, will generally be includible in the taxable income
of a U.S. Holder when the dividends are received b
y the holder, in the case of Ordinary Shares, or w
hen received by the
Depositary, in the case of ADRs. Su
ch dividends will not be eligible for the
“dividends received” deduction allowed to U.
S.
corporations in respec
t of dividends from a domesti
c corporation. Dividends
paid in euro generally should be
inc
luded
in the income of a U.S. Holder in a
U.S. dollar amount calculated by reference to the exchange rate in effect
on the day
they are received by the holder, in the case of Ordinary Shares, or the Depositary, in the case of AD
Rs. U.S. Holders
generally should not be requ
ired to recognize any foreign currency gain or loss to the extent such dividends p
aid in euro
are converted into U.S. doll
ars immediately upon receipt.
Subject to certain ex
ceptions for short
-
term and hedged p
ositions, the U.S. dollar
a
mount of dividends re
ceived
by an individual with respect to the Ordinary Shares or ADRs will be taxable at the preferential rates for “qualified
dividends” if (i) the Company is eligible for the benefits of a co
mprehensive income
tax treaty
with the Unite
d States that
the Internal Revenue Servi
ce (“IRS”) has approved for the purposes of the qual
ified dividend rules and (ii) the Company
was not, in the year prior to the year in
which the dividend is paid, and is
not, in the year in w
hich the dividend is pai
d, a
passive foreign investment company (a “PFIC”). The Convention between the Government of the United States of
America and the Government of Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
Respect to Taxes on Incom
e and Capital Gains, dated as of July 28, 1999 (the
“U.S.
-
Ireland Income Tax Treaty”) has
been approved for the purposes of the qualified dividend rules. Based on the Company’s audited financial statements
and relevant market data, the Company believes tha
t it was not treated as a PFIC for U.S. federal income tax purposes
with respect to its 2020 and 2021 taxable years. In additio
n, based on the Company’
s audited financial statements and
its current expectations reg
arding the value and nature of its assets
,
the sour
ces and nature of its income, and relevant
market data, the Comp
any does not anticipate becomi
ng a PFIC for its 2022 taxable year.
Dividends received by U.S. Holders generally will constitute foreign sour
ce and “passive category” income for
U.S. foreign tax credit purposes. Subject to limitations under U.S. federal income tax law concerning credits or
deductions for foreig
n taxes, any
Irish taxes withheld at the appropriate rate from cash dividends on the
Ordinary Shares
or ADRs may be treated as
a foreign income tax eligible for c
redit against a U.S. Holder’s U.S. fed
eral income tax liability
(or at a U.S. Holder’s election, may be de
ducted in computing taxable income if the U.S. Holder has elected to deduct all
foreign income taxes for the taxable year).
As a result of recent changes to the U.S. foreign tax credit rules, however, for
taxable years beginning after December 28
, 2021, Irish dividend withholding taxes g
enerally w
ill need to satisfy certain
additional requirements in
order for a credit to be allowed.
In the case of a U.S. H
older that is eligible for, and properly ele
cts, the benefits of the U.S.
-
Ireland Inc
ome Tax
Treaty, the Irish tax on divi
dends will be treated as meeting the new requiremen
ts and therefore as a cred
itable tax. In
the case of all other U.S. Holders, the appli
cation of these requirements to the Irish
dividend withholding tax is uncertain
and, accordingly, n
o assur
ance c
an be given that any Irish withholding tax will be creditable. If the Irish dividend
withholding tax is not a creditable tax f
or a U.S. Holder or the U.S. Holder
does not elect to claim a foreign
tax credit for
any foreign income taxes, the U.
S. Holder may be able to deduct the Irish tax in computing such U.S. Holder’s taxable
income for U.S. federal income tax purp
oses. Given the added complexity of the
U.S.
forei
gn tax credit rules, U.S. Holders
should consult their own tax
advisors concernin
g
the implications of these rules in light of their particular circum
stances.
Distributions of Ordinary S
hares that are made as part of a
pro rata
distribu
tion to all stockholders generally
should not be subject to U.
S. federal income tax, unless the U.
S.
Holder has the right to receive cash
or property instead,
in which case the U.S. Holder will be treated as if it received cash e
qual to the fair market value of the distribution.
144
Taxation of C
apital Gains
Upon a sale or other disposition of the Ordina
ry Share
s or ADRs, U.S. Holders will recognize a gain or loss for
U.S. federal income tax purp
oses in an amount equal to the difference between the U.S. dollar value of th
e amount
realized on the disposition
and the U.S. Holder’s tax basis, dete
rmined in U
.
S. dollars, in the Ordinary Shares
or ADRs.
Generally, such gains or losses will be capital gains or losses and will be long
-
term capital gains or losses if the Ordinary
Shares or ADRs have been held for more than one year. Short
-
term capital gain
s are su
bject to U.S. federal income
taxation at ordinary income rates, while long
-
te
rm capital gains realized by a U.S. Holder that is an individual generally
are subject to taxation at preferenti
al rates. Gains realized by a U.S. Holder gene
rally should constitu
te inco
me from
sources within the United States for foreign tax credit pu
rposes and generally should constitute “passive category”
income for such purposes. The ded
uctibility of c
apital losses, in ex
cess of capital gains, is subject to limitations.
Deposits and withdrawals of Ordinary Shares by U.S.
Holders in exchange for ADRs should not result in the
realization of gain or loss for U.S. federal incom
e tax purposes.
Foreign Financial
Asset Reporting
Certain U.S. Holders that own “specified foreign
financial assets” with an aggregate value in excess of
U.S.$50,000 on the last day of the taxable year or U.S.$75,000 at any time during the taxable year are generally required
to file an information st
atement along with their tax returns,
currently on IR
S Form 8938, with respe
ct to such assets.
“Specified foreign finan
cial assets” include an
y financial accounts held at a n
on
-
U.S. financial
institution, as well as
securities issued by a non
-
U.S. issuer that are not held in ac
counts maintained by financial
institutions. The
understatement of income attributable to “specified for
eign financial assets” in excess of U.S.$5,000 extends the statute
of limitations with respect to the tax return t
o six years after the return was filed.
U.S. Holders who fail to rep
ort the
required information
could be subject to substan
tial penalties.
Holders are encouraged
to consult with their own tax
advisors regarding the possible application of these rules, including the application o
f the rules to their partic
ular
circumstances.
Information Reporting
and Backup With
holding
Dividends paid on, and proceeds from
, the sale or other disposition of the Ordinary Sha
res or ADRs that are
made within the United St
ates or through certain U.S. related finan
cial intermediaries generall
y
will be subject to
information reporting
and may also be subject to b
ackup withholding unless the holder
(i) provides a correct taxpayer
identification number and certifies that it is not subject to backup withholding or (
ii) otherwise establish an exempti
on
from backup withholding.
Backup withholding is not an additional tax. Any
amounts withheld may be allowed
as a refund
or credit against a U.S.
Holder’s U.S. federal in
come tax liability, provided the
required information is timely
furnished to
the IRS.
DOCUMENTS
ON DISPLA
Y
Copies of Ryanair Holdings’ Articles may be examined at its registered office and principal place of business at
Dublin Office, Airside Busin
ess Park, Swords, County Dub
lin, K67 NY94, Ireland and are als
o available on the Ryanair
web
site.
Ryanair Holdings also fil
es reports, including Annual Reports on F
orm 20
-
F, periodic reports on Form 6
-
K and
other information, with the
SEC pursuant to the rules and regulati
ons of the SEC that apply to foreign privat
e issuers.
You may read and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1
-
800
-
SEC
-
0330.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
144
143
For
U.S. federal income tax purposes, holders of the ADRs generally will be treated as the beneficial owners of
the Ordinary Shares represented
by those ADRs.
Taxation of Dividends
The gross amount of any dividends (including
any amount withheld in respect
of Irish taxes) paid with respect
to the Ordinary Shares, incl
uding Ordinary Shares represented by ADRs
, will generally be includible in the taxable income
of a U.S. Holder when the dividends are received b
y the holder, in the case of Ordinary Shares, or w
hen received by the
Depositary, in the case of ADRs. Su
ch dividends will not be eligible for the
“dividends received” deduction allowed to U.
S.
corporations in respec
t of dividends from a domesti
c corporation. Dividends
paid in euro generally should be
inc
luded
in the income of a U.S. Holder in a
U.S. dollar amount calculated by reference to the exchange rate in effect
on the day
they are received by the holder, in the case of Ordinary Shares, or the Depositary, in the case of AD
Rs. U.S. Holders
generally should not be requ
ired to recognize any foreign currency gain or loss to the extent such dividends p
aid in euro
are converted into U.S. doll
ars immediately upon receipt.
Subject to certain ex
ceptions for short
-
term and hedged p
ositions, the U.S. dollar
a
mount of dividends re
ceived
by an individual with respect to the Ordinary Shares or ADRs will be taxable at the preferential rates for “qualified
dividends” if (i) the Company is eligible for the benefits of a co
mprehensive income
tax treaty
with the Unite
d States that
the Internal Revenue Servi
ce (“IRS”) has approved for the purposes of the qual
ified dividend rules and (ii) the Company
was not, in the year prior to the year in
which the dividend is paid, and is
not, in the year in w
hich the dividend is pai
d, a
passive foreign investment company (a “PFIC”). The Convention between the Government of the United States of
America and the Government of Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with
Respect to Taxes on Incom
e and Capital Gains, dated as of July 28, 1999 (the
“U.S.
-
Ireland Income Tax Treaty”) has
been approved for the purposes of the qualified dividend rules. Based on the Company’s audited financial statements
and relevant market data, the Company believes tha
t it was not treated as a PFIC for U.S. federal income tax purposes
with respect to its 2020 and 2021 taxable years. In additio
n, based on the Company’
s audited financial statements and
its current expectations reg
arding the value and nature of its assets
,
the sour
ces and nature of its income, and relevant
market data, the Company
does not anticipate becoming a PFIC for its 202
2 taxable year.
Dividends received by U.S. Holders generally will constitute foreign sour
ce and “passive category” income for
U.S. foreign tax credit purposes. Subject to limitations under U.S. federal income tax law concerning credits or
deductions for foreig
n taxes, any
Irish taxes withheld at the appropriate rate from cash dividends on the
Ordinary Shares
or ADRs may be treated as
a foreign income tax eligible for c
redit against a U.S. Holder’s U.S. fed
eral income tax liability
(or at a U.S. Holder’s election, may be de
ducted in computing taxable income if the U.S. Holder has elected to deduct all
foreign income taxes for the taxable year).
As a result of recent changes to the U.S. foreign tax credit rules, however, for
taxable years beginning after December 28
, 2021, Irish dividend withholding taxes g
enerally w
ill need to satisfy certain
additional requirements in
order for a credit to be allowed.
In the case of a U.S. H
older that is eligible for, and properly ele
cts, the benefits of the U.S.
-
Ireland Inc
ome Tax
Treaty, the Irish tax on divi
dends will be treated as meeting the new requiremen
ts and therefore as a cred
itable tax. In
the case of all other U.S. Holders, the appli
cation of these requirements to the Irish
dividend withholding tax is uncertain
and, accordingly, n
o assur
ance c
an be given that any Irish withholding tax will be creditable. If the Irish dividend
withholding tax is not a creditable tax f
or a U.S. Holder or the U.S. Holder
does not elect to claim a foreign
tax credit for
any foreign income taxes, the U.
S. Holder may be able to deduct the Irish tax in computing such U.S. Holder’s taxable
income for U.S. federal income tax purp
oses. Given the added complexity of the
U.S.
forei
gn tax credit rules, U.S. Holders
should consult their own tax
advisors concernin
g
the implications of these rules in light of their particular circum
stances.
Distributions of Ordinary S
hares that are made as part of a
pro rata
distribu
tion to all stockholders generall
y
should not be subject to U.
S. federal income tax, unless the U.
S.
Holder has the right to receive cash
or property instead,
in which case the U.S. Holder will be treated as if it received cash e
qual to the fair market value of the distribution.
144
Taxation of C
apital Gains
Upon a sale or other disposition of the Ordina
ry Share
s or ADRs, U.S. Holders will recognize a gain or loss for
U.S. federal income tax purp
oses in an amount equal to the difference between the U.S. dollar value of th
e amount
realized on the disposition
and the U.S. Holder’s tax basis, dete
rmined in U
.
S. dollars, in the Ordinary Shares
or ADRs.
Generally, such gains or losses will be capital gains or losses and will be long
-
term capital gains or losses if the Ordinary
Shares or ADRs have been held for more than one year. Short
-
term capital gain
s are su
bject to U.S. federal income
taxation at ordinary income rates, while long
-
te
rm capital gains realized by a U.S. Holder that is an individual generally
are subject to taxation at preferenti
al rates. Gains realized by a U.S. Holder gene
rally should constitu
te inco
me from
sources within the United States for foreign tax credit pu
rposes and generally should constitute “passive category”
income for such purposes. The ded
uctibility of c
apital losses, in ex
cess of capital gains, is subject to limitations.
Deposits and withdrawals of Ordinary Shares by U.S.
Holders in exchange for ADRs should not result in the
realization of gain or loss for U.S. federal incom
e tax purposes.
Foreign Financial
Asset Reporting
Certain U.S. Holders that own “specified foreign
financial assets” with an aggregate value in excess of
U.S.$50,000 on the last day of the taxable year or U.S.$75,000 at any time during the taxable year are generally required
to file an information st
atement along with their tax returns,
currently on IR
S Form 8938, with respe
ct to such assets.
“Specified foreign finan
cial assets” include an
y financial accounts held at a n
on
-
U.S. financial institut
ion, as well as
securities issued by a non
-
U.S. issuer that are not held in ac
counts maintained by financial
institutions. The
understatement of income attributabl
e to “
specified for
eign financial assets” in excess of U.S.$5,000 extends the statute
of limitations with respect to the tax return t
o six years after the return was filed.
U.S. Holders who fail to rep
ort the
required information
could be subject to substan
tial penalties.
Holders are encouraged
to consult with their own tax
advisors regarding the possible application of these rules, including the application o
f the rules to their partic
ular
circumstances.
Information Reporting
and Backup With
holding
Dividends paid on, and proceeds from
, the sale or other disposition of the Ordinary Sha
res or ADRs that are
made within the United St
ates or through certain U.S. related finan
cial intermediaries generall
y
will be subject to
information report
ing and may also be subjec
t to backup withholding unless the
holder (i) provides a corre
ct taxpayer
identification number and certifies that it is not subject to backup withholding or (ii) otherwise establish an exempti
on
from backup withholding.
Backup withholding is not an additional tax. Any
amounts withheld may be allowed
as a refund
or credit against a U.S.
Holder’s U.S. federal in
come tax liability, provided the
required information is timely
furnished to
the IRS.
DOCUMENTS
ON DISPLA
Y
Copies of Ryanair Holdings’ Articles may be examined at its registered office and principal place of business at
Dublin Office, Airside Busin
ess Park, Swords, County Dub
lin, K67 NY94, Ireland and are als
o available on the Ryanair
web
site.
Ryanair Holdings also fil
es reports, including Annual Reports on F
orm 20
-
F, periodic reports on Form 6
-
K and
other information, with the
SEC pursuant to the rules and regulati
ons of the SEC that apply to foreign privat
e issuers.
You may read and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1
-
800
-
SEC
-
0330.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
146
145
145
Item 11.
Quantitativ
e and Q
ualitative
Disclosures About Market
Risk
GENERAL
Ryanair is exposed to market risks relating to fluctuations in commodity pri
ces, carbon pricing, interest rates
and currency exchange rates. T
he objective of financial risk management at Ryanair is to
minimize the negativ
e impact
of commodity price, interest rate and foreign exchange rate fluctuati
ons on the Company’s earnings, cash flows and
equity.
To manage these risks, Ryanair uses
various derivative financial instruments
, including cross currency
swap
s,
interest rate swaps, foreign currency forw
ard contracts, commodity forwards an
d options. These derivative financial
instruments are generally held to maturity and are not actively traded. The Company enters into these arrangements
with the goal of h
edging its operational and balance sheet risk. However, Ryanair’s exposure to commod
ity price, interest
rate and currency exchange rate fluctua
tions cannot be neutralized completely.
In executing its risk management strategy
, Ryanair currently enters into
forward contracts and call options for
the purchase of some of the jet fuel (jet kero
sene) that it expects to use. It also uses foreign currency forward contracts
intended to reduce its expo
sure to risks related to foreign currencies, prin
cipally the U.S.
dollar. Furtherm
ore, it enters
into interest rate contracts with the objective of fixing certain borr
owing costs and hedging principal repayments,
particularly those asso
ciated with the purchase of new Boe
ing 737s. Ryanair is also exposed to the risk
that
the
counterparties to its deriva
tive financial instruments may not be creditw
orthy. If a counterparty was to default on its
obligations under any of the instruments
described below, Ryanair’s economic e
xpectations when entering into these
arrangements might not be achieved and its financial condition could be adversely affected. Transactions involving
derivative financial instrum
ents are also relatively illiquid as compared with th
ose involving other kinds of financia
l
instruments. It is Ryanair’s policy n
ot to enter into transactions involving finan
cial derivatives for speculative purp
oses.
The following paragraphs describe Ryanair’s fuel hedg
ing, carbon hedging, foreign currency and interest rate
swap arrangements and analyze the sensitivity of the market value, earnings and cash flows of the financial instruments
to hypothetical changes in commodity prices, carbon prices, interest rates and exchange rates as if these changes had
occurred at March 31, 2022. The range of changes selected for this sensitivi
ty analysis reflects Ryanai
r’s view of the
changes that are reasonabl
y possible over a one
-
ye
ar period.
FUEL PRICE
EXPOSURE
AND HEDGING
Fuel costs constitute a substantial porti
on of Ryanair’s operating expenses (approx
imately 33% and 22% of such
expens
es in fiscal years 2022 and 2021, respectively). Ryanair engages in fuel price hedging transactions fro
m time t
o
time. Fuel hedging is achieved via fuel forwa
rd contracts and fuel call options. In a fuel forward transac
tion Ryanair and
a counterparty agree
to exc
hange payments equal to the difference between a fixed price for a given quantity of jet fuel
and the market price for such quantity of jet fuel at a given date in the future, with Ryanair receiving the amount of any
excess of such market price over
such fixed price and p
aying to the counterparty the amount of any deficit of su
ch fixed
price under such market price. In a fuel call option transaction, a co
unterpart
y provides Ryanair with the right, but no
t
the obligation, to purchase
a fixed price for
a g
iven quantity of jet fuel in exchang
e for the market price at
a given date
in the future.
Ryanair has historically ent
ered into arrangements providing for substanti
al protection against fluctuations in
fuel prices, generally th
rough forward contracts
covering p
eriods of up to 18 to 24 months
of anticipated jet fuel
requirements. See “Item
3. Key Information
Risk Factors
Risks Related to the
Company
Ch
anges in Fuel Costs and
Availability Affect the Comp
any’s Results” for additional information on recent
trends in fuel costs and the Company’s
related hedging activities, as well as certain associated risks. See also “Item 5. Operating and Financial Revie
w and
Prospects
fiscal year 202
2 Compared with fiscal year 2021
Fuel and Oil.” For the fiscal year 2022,
Ryanair had entered
into jet fuel forward and fuel call options covering 72% of fuel requirements (2021: n.a.). As of June 30,
2022, the
146
Company had entered into forward jet fuel forward hedging and fuel call option
contracts covering app
roximately 80%
of
its est
imated requiremen
ts for the fiscal year 2023 a
nd approximately 20% of its estimated
requirements for
the fiscal
year 2024 at prices equivalent to approxim
ately US$6
60
and
approximately US$9
10
per metric ton respectively. The
Company has designated
the fu
el forward contracts as
hedging instruments in a hedg
e
relationship. The
Company
believes these hedges to be effective for hedge ac
counting purposes.
While these hedging strateg
ies can cushion the impact on Ryanair of fuel price increases in the sh
o
rt term, in
the medium to longer
-
term
, such strategies cannot be expected to eliminate the impact on the Company of an increase
in the market price of jet fuel. T
he unrealized gains or losses on outstanding for
ward and option agreements
at March
31, 2022 a
nd 2021, based on
their fair values,
amounted
to a €
1,044
m gain and €
20m
loss (
gross of tax), respectively.
Based on Ryanair’s fuel co
nsumption for fiscal year 2022, a change of US$1
.00 in the average annual price per metric
ton of jet fuel (bef
ore the imp
act of derivatives) would have caused a
change of approximatel
y €2.5
m
in Ry
anair’s
fu
el
costs. See “Item 3. Key Information
Risk Factors
Risks Related to the Company
Changes in Fuel Costs and
Availability Affect the Comp
any’s Results.”
Under IFRS, the Company’s fu
el forward contracts are treated as cash
-
flow hedges of forecast fuel purchases
for risks arising from the commodity price of fuel. The contracts are recorded
at fair value in the balanc
e sheet and are
re
-
measured to fair value at
the end of each fiscal period through equity to the ex
tent effective, with any ineffe
ctiveness
recorded through the inc
ome statement. In fiscal yea
r 2022, the Company recorded a p
os
itive fair
-
value adjustm
ent of
€816m (net of tax), and in fiscal year 2021, the Company recorded a positive fair
-
value adju
stment of €589m (net of tax)
within accumulated other comp
rehensive income in respect of jet fuel forward contrac
ts.
Jet fuel call o
ptions
are not designated in hedging rel
ationships and are measured
at fair value through profi
t or
loss.
CARBON EXPOSURE AN
D HEDGING
Ryanair engages in carbon hedging transactions in rela
tion to o
bligations arising und
er the EU and
U.K.
Emission
Trading
Schemes. This
hed
ging is achieved via forward contracts.
As of June 30, 2022, the Company had entered int
o
forward carbon hedging co
ntracts covering approximately 91% of its estimated re
quirements for the fiscal year 202
3 at
prices equivalent to approx
ima
tely €54 per allowan
ce. The Company has designated the carb
on forward contracts as
hedging instruments in a h
edge relationship. The Com
pany believes these hedges
to be effective for hedge a
ccounting
purposes.
While these hedging strateg
ies can cushion the impa
ct on Ryanair of carbon price increases in the sh
ort term, in the
medium to longer
-
term, such strategies cann
ot be expected to eliminate the impact on the Company of an increase in
carbon market prices. The unrealiz
ed gain on outstanding ca
rbon forward agreements at March 31, 20
22, based on their
fair values, amounted to a €35m gain. There were no outstanding carbon forwa
rd agreements as at March 31, 2021
.
Based on Ryanair’s ET
S exposure for fiscal year 202
2, a change of €1.00 in the average
ETS allowance pr
ice per CO2
ton (before the impact of derivatives) would have caused a change of approxim
ately €
1.8m
in Ryanair’s carbon costs.
In fiscal year 2022, the
Group recogni
z
ed a cost associa
ted with the purchase of carbon credits in the
income
statement
within ‘Fuel and oil’ of approximately €51m (202
1: nil).
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
146
145
Item 11.
Quantitativ
e and Q
ualitative
Disclosures About Market
Risk
GENERAL
Ryanair is exposed to market risks relating to fluctuations in commodity pri
ces, carbon pricing, interest rates
and currency exchange rates. T
he objective of financial risk management at Ryanair is to
minimize the negativ
e impact
of commodity price, interest rate and foreign exchange rate fluctuati
ons on the Company’s earnings, cash flows and
equity.
To manage these risks, Ryanair uses
various derivative financial instruments
, including cross currency
swap
s,
interest rate swaps, foreign currency forw
ard contracts, commodity forwards an
d options. These derivative financial
instruments are generally held to maturity and are not actively traded. The Company enters into these arrangements
with the goal of h
edging its operational and balance sheet risk. However, Ryanair’s exposure to commod
ity price, interest
rate and currency exchange rate fluctua
tions cannot be neutralized completely.
In executing its risk management strategy
, Ryanair currently enters into
forward contracts and call options for
the purchase of some of the jet fuel (jet kero
sene) that it expects to use. It also uses foreign currency forward contracts
intended to reduce its expo
sure to risks related to foreign currencies, prin
cipally the U.S.
dollar. Furtherm
ore, it enters
into interest rate contracts with the objective of fixing certain borr
owing costs and hedging principal repayments,
particularly those asso
ciated with the purchase of new Boe
ing 737s. Ryanair is also exposed to the risk
that
the
counterparties to its deriva
tive financial instruments may not be creditw
orthy. If a counterparty was to default on its
obligations under any of the instruments
described below, Ryanair’s economic e
xpectations when entering into these
arrangements might not be achieved and its financial condition could be adversely affected. Transactions involving
derivative financial instrum
ents are also relatively illiquid as compared with th
ose involving other kinds of financia
l
instruments. It is Ryanair’s policy n
ot to enter into transactions involving finan
cial derivatives for speculative purp
oses.
The following paragraphs describe Ryanair’s fuel hedg
ing, carbon hedging, foreign currency and interest rate
swap arrangements and analyze the sensitivity of the market value, earnings and cash flows of the financial instruments
to hypothetical changes in commodity prices, carbon prices, interest rates and exchange rates as if these changes had
occurred at March 31, 2022. The range of changes selected for this sensitivi
ty analysis reflects R
yanair’s view of the
changes that are reasonabl
y possible over a one
-
year period.
FUEL PRICE
EXPOSURE
AND HEDG
ING
Fuel costs constitute a substantial porti
on of Ryanair’s operating expenses (approx
imately 33% and 22% of such
expens
es in fiscal years 2022 and 2021, respectively). Ryanair engages in fuel price hedging transactions fro
m time t
o
time. Fuel hedging is achieved via fuel forwa
rd contracts and fuel call options. In a fuel forward transac
tion Ryanair and
a counterparty agree
to exc
hange payments equal to the difference between a fixed price for a given quantity of jet fuel
and the market price for such quantity of jet fuel at a given date in the future, with Ryanair receiving the amount of any
excess of such market price over
such fixed price and p
aying to the counterparty the amount of any deficit of
such fixed
price under such market price. In a fuel call option transaction, a co
unterpart
y provides Ryanair with the right, but no
t
the obligation, to purchase
a fixed price for
a g
iven quantity of jet fuel in exchang
e for the market price at
a given date
in the future.
Ryanair has historically ent
ered into arrangements providing for substanti
al protection against fluctuations in
fuel prices, generally th
rough forward contracts
covering p
eriods of up to 18 to 24 months
of anticipated jet fuel
requirements. See “Item
3. Key Information
Risk Factors
Risks Related to the
Company
Ch
anges in Fuel Costs and
Availability Affect the Comp
any’s Results” for additional information on recent
trends in fuel costs and the Company’s
related hedging activities, as well as certain associated risks. See also “Item 5. Operating and Financial Revie
w and
Prospects
fiscal year 20
22 Compared with fiscal year 2021
Fuel and Oil.” For the fiscal year 2022,
Ryanair had entered
into jet fuel forward and fuel call options covering 72% of fuel requirements (2021: n.a.). As of June 30,
2022, the
146
Company had entered into forward jet fuel forward hedging and fuel call option contracts covering ap
proximately 80%
of
its estimated requi
rements for the fiscal year 20
23 and approximately 20%
of its estimated requirements f
or the fiscal
year 2024 at prices equivalent to approxim
ately US$6
60
and
approximately US$9
10
per metric ton respectively. The
Company has designated
the fu
el forward contracts as
hedging instruments in a hedg
e
relationship. The
Company
believes these hedges to be effective for hedge ac
counting purposes.
While these hedging strateg
ies can cushion the impact on Ryanair of fuel price increases in the sh
o
rt term, in
the medium to longer
-
term
, such strategies cannot be expected to eliminate the impact on the Company of an increase
in the market price of jet fuel. T
he unrealized gains or losses on outstanding for
ward and option agreements
at March
31, 2022 a
nd 2021, based on
their fair values,
amounted
to a €
1,044
m gain and €
20m
loss (gross of tax), respectively.
Based on Ryanair’s fuel co
nsumption for fiscal year 2022, a change of US$1
.00 in the average annual price per metric
ton of jet fuel (bef
ore the imp
act of derivatives) woul
d have caused a change of
approximately €2.5
m
in Ryanair’s
fuel
costs. See “Item 3. Key Information
R
isk Factors
Risks Related to the Company
Changes in Fuel Costs and
Availability Affect the Comp
any’s Results.”
Under IFRS, the Company’s fu
el forward contracts are treated as cash
-
flow hedges of forecast fuel purchase
s
for risks arising from the commodity price of fuel. The contracts are recorded
at fair va
lue in the balance sheet and are
re
-
measured to fair value at
the end of each fiscal period through equity to the ex
tent effective, with any ineffe
ctiveness
recorded through the inc
ome statement. In fiscal yea
r 2022, the Company recorded a p
os
itive fair
-
value adjustm
ent of
€816m (net of tax), and in fiscal year 2021, the Company recorded a positive fair
-
value adju
stment of €589m (net of tax)
within accumulated other comp
rehensive income in respect of jet fuel forward contrac
ts.
Jet fuel call o
ptions
are not designated in hedging rel
ationships and are measured
at fair value through profi
t or
loss.
CARBON EXPOSURE AN
D HEDGING
Ryanair engages in carbon hedging transactions in rela
tion to o
bligations arising und
er the EU and
U.K.
Emission
Trading
Schemes. This hed
ging is achieved via forward contrac
ts. As of June 30, 2022, the Company had en
tered into
forward carbon hedging co
ntracts covering approximately 91% of its estimated re
quirements for the fiscal year 202
3 at
prices equivalent to approx
ima
tely €54 per allowance.
The Company has designated the carb
on forward contracts as
hedging instruments in a h
edge relationship. The Com
pany believes these hedges
to be effective for hedge a
ccounting
purposes.
While these hedging strateg
ies can cushion the impa
ct on Ryanair of carbon price increases in the sh
ort term, in the
medium to longer
-
term, such strategies cann
ot be expected to eliminate the impact on the Company of an increase in
carbon market prices. The unrealiz
ed gain on outstanding ca
rbon forward agreements
at March 31, 2022, based on their
fair values, amounted to a €35m gain. There were no outstanding carbon forwa
rd agreements as at March 31, 2021
.
Based on Ryanair’s ET
S exposure for fiscal year 202
2, a change of €1.00 in the average
ETS allowance pr
ice per CO2
ton (before the impact of derivatives) would have caused a change of approxim
ately €
1.8m
in Ryanair’s carbon costs.
In fiscal year 2022, the
Group recogni
z
ed a cost associa
ted with the purchase of carbon credits in the
income
statement
within ‘Fuel and oil’ of approximately €51m (2021
: nil).
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
148
147
147
FOREIGN CURRENCY
EXPO
SURE
AND HEDGING
In recent years, Ryanair’s revenues have been den
ominated primarily in two currencies, the euro and the U.K.
pound sterling. The euro an
d the U.K. pound sterling accounted f
or approximately
73
% and
17
%, respectively,
of Ryanair’s
total revenues in fiscal y
ea
r 2022 (2021: 67% and 27% respecti
vely). As Ryanair rep
orts its results in euro, the Company
is not exposed to any mater
ial currency risk as a result of its euro
-
denominated act
ivities. Ryanair’s operating expenses
are primarily euro, U.K. p
ounds sterlin
g and U.
S. dollars. Ryanair’s operat
ions can be subject to significant dire
ct
exchange rate risks between the euro and the U.S. dollar because a significant porti
on of it
s operating costs (particularly
those related to fuel purcha
ses) is incurred in U.S. dollars, while pr
actically none of its revenues are denomin
ated in U.S.
dollars. Appreciation of the
euro against the U.S. dollar
positively impacts Ryanair’
s operating income because the euro
equivalent of its U.S. dollar operating c
osts decreases, while d
epreciation of the euro against the U.S. dollar negatively
impacts operating incom
e. It is Ryanair’s policy to he
dge a significant portion of its exposure t
o fluctuations in the
exchange rate between the U.S. dollar and the euro. From time to time, Ryanair
hedg
es its operating cashflows in U.K.
pound sterling. Ryanair may choose to sell surplus U.K. pound sterling cash flows for euro after satisfying its U.K. pound
sterling obligations
.
Hedging associated
with the incom
e statement
. In fiscal years 2022 and
2021, the C
ompany entered into a serie
s
of forward contracts, princ
ipally euro/U.S. dollar forwar
d contracts to hedge against variability in cash flows ari
sing from
market fluctuations in foreign
exchange rates associated with its forecast fuel, maintenan
ce and insurance costs. At
March 31, 2022, the total unrealized gain relating to these contracts amounted to approximately €113
m
, compared to a
€22m total unrealized loss at March 31, 20
21.
Under IFRS, these for
eign currency forward c
ontracts are treated
as cash
-
flow hedg
es of forecast U.S. dollar
and U.K. pound sterling
purchases to address the ris
ks arising from U.S. d
ollar and U.K. pound sterl
ing exchange rates.
The derivatives are record
ed at fair value in the balance sheet and are re
-
measured to fair
value at the end of each
reporting period throug
h equity to the extent eff
ective, with ineffectiveness re
corded through the in
come statement.
Ryanair considers these h
edges to be highly effective in offsetting variability in future cash flo
ws arising from
fluctuations in exchange rates, because the f
orward contracts are timed so as to
match exactly the amount, currency
and maturity date of the forecast for
eign
currency-
den
ominated expense being hedged. In fiscal year 2022, the Company
recorded a €nil fair
-
v
alue adjustment
within the income statement in resp
ect of these contracts
, as compared to
a
negative fair
-
value adju
stment of €521m (net of tax) in fiscal year 2021.
Hedging associated
with the balance sheet
. In prior years, the Company entered i
nto a series of cross currency
interest rate swaps to manage exposures to fluctu
ations in foreign exchange rates of U.S. dollar
-
denom
inated floating
rate borrowings, together with managing
the exposures to
fluctuations in interest rates on these U.S. dollar
-denominated
floating rate borrowings. Cr
oss currency interest rate swaps are pri
marily used to convert a p
ortion of the Company’s
U.S. dollar
-
den
ominated debt to euro and fl
oating rate interest exposures in
to fixed rate exposures and
are set so as to
match exactly the crit
ical terms of the underlying debt being
hedged (i.e. notional principal, interest rate se
ttings, re
-
pricing dates). These are all classified as
cash
-
flow he
dges of the forecasted U.S. dollar variable interest pay
ments on
the Company’s underlying
debt and have been deter
mined to be highly effective in achi
eving offsetting cash flows.
Accordingly, no ineffectiven
ess has been recorded in the income statement relatin
g to these hedges.
At March 31, 2022, the fair value of the cross
-
cur
rency interest rate swap agreeme
nts relating to this U.S. dollar
-
denominated floating ra
te debt was represented by a
gain of €5
m
(gross of tax) compared to a gain of €3m (gross of
tax) in fiscal year 2021. In fiscal year 2022, the Company recorded a positive fair
-
value a
dju
stment of €4m (net of tax),
compared to a posi
tive fair
-
value adjustm
ent of
4m (net of tax) in fiscal year 2021
, within accumulated other
comprehensive income in r
espect of these contracts.
Hedging associated
with capital expenditures
. During fiscal years 2022
and 2021, t
he Company also held a series
of euro/U.S. dollar contracts to hedge against changes in the fair value of aircraft purchase commitments u
nder the
148
Boeing contracts, wh
ich arise from fluctua
tions in the euro/U.S. do
llar exchange rates.
At March 31, 2022, the t
otal
unrealized gain relating to th
ese contracts amounted to €322
m, compared to €178m unrealized gain at Mar
ch 31, 2021.
Under IFRS, the Compan
y generally accounts for th
ese contracts as cash
-
flow h
edges. Cash
-
flow hedges a
re
reco
rded at fair value in th
e balance sheet and are re
-
measured to fair value a
t the end of the financial peri
od through
equity to the extent effective, with any ineffectiveness recorded through the income statement. The Company has found
these hedges to be highly effective in offsetting changes in the fair value of the
aircraft purchase commitments
arising
from fluctuations in exchang
e rates because the forward exchange contracts are alwa
ys for the same amount, currency
and maturity dates as the correspond
ing
aircraft purch
ase commitments.
A plus or minus change of 10% in relev
ant foreign currency exchange rates, based on outstanding foreig
n
currency-
denomina
ted financial assets and financial liabilities at March 31, 2022 would have a positive impact of
approx
imately €26
m on the income statement
(net of tax) (2021: €40m; 202
0: €246m) if the rate fell by 10%, and a
negative impact of appr
oximately €2m on the income
statement (net of tax) (202
1: €33m; 2020: €235m
appro
ximately)
if the rate increased by 10%. The s
ame movement of 10%
in
foreign currency exchange rat
es would have a positive
approximately €
695
m
impact (net of tax) o
n equity if the rate fell by
10% and a negative €
588
m impact (net of ta
x) if the
rate increased by 10% (2021: €3
04m positive o
r €372m nega
tive; 20
20: €649m positive or €531m negative).
INTEREST RATE
EXPOSURE
AND HEDGING
The Company’s purchase of 5
0 of the 471 Boeing 737 aircraft in the fleet as of March 31, 2022 has b
een funded
by financing in the form of
loans supported by a loan
guarantee from Ex
-
Im Bank. In addition, the Company
has raised
unsecured debt via capita
l market bond issuances and synd
icated bank loans. The Company had
outstanding
cumulative borrowings und
er the above facilities of €4,536m with a weighted ave
rage inter
est rate of 1.36% at March
31, 2022. See “Item 5. Operating and Financial Review and Prospe
cts
Liqu
idity and Capital Resources
Capital
Resources” for addition
al information on these facilities and
the related swaps, including a tabul
ar summary of the
“Effe
ctive Borrowing Profil
e” illustrating the effect of the swap transactions (each of which is with an established
international financial coun
terparty) on the profile of Ryana
ir’s aircraft
-
re
lated debt at March 31, 2022. At March 31,
2022, the fair value of
the interest rate swap agreement
s relating to this debt was represented b
y a gain of approximately
€5m (gross of tax), as comp
ared with a gain of approximately €3m
at March 31, 2021. See Note 12 to the consolidated
financial statements includ
ed in Item 18
for additional informat
ion.
During the year ended Ma
rch 31, 2022, the Group issued p
romissory notes to the value of appr
oximately €226m
with maturity dates of October 2022. The notes were issued in settlement of certa
in aircraft trade payables and are non
-
interest bearing
.
Interest rate risk
.
Based on
the levels o
f and composi
tion of year
-
end interest b
earing assets and liabilitie
s,
including derivatives, at M
arch 31, 2022, a plus one
percentage
point movement in interest rates would r
esult in a
respectiv
e decrease of approxim
ately €19m (net of tax) in net interest income and expense (2021: increase €6m, 2020:
increase €38m) and a minus one
percentage point movement in interest rates would resu
lt in a respecti
ve increase of
approximately €33m
in net interest income
and expense in the income statement
(2021: increase €48m; 2
020: decrease
€38m) and a nil increase or decrease in equity (2021: nil; 2020: nil). All of the
Group’s interest rate swaps (to the extent
that it has any) are used t
o swap variable rate deb
t to fixed rate debt; conse
quently, any changes in interest
rates would
have an equal and opposite income statemen
t effect for both the interest rate swaps and the debt
.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
148
147
FOREIGN CURRENCY
EXPO
SURE
AND HEDGING
In recent years, Ryanair’s revenues have been den
ominated primarily in two currencies, the euro and the U.K.
pound sterling. The euro an
d the U.K. pound sterling accounted f
or approximately
73
% and
17
%, respectively,
of Ryanair’s
total revenues in fiscal y
ea
r 2022 (2021: 67% and 27% respecti
vely). As Ryanair rep
orts its results in euro, the Company
is not exposed to any mater
ial currency risk as a result of its euro
-
denominated act
ivities. Ryanair’s operating expenses
are primarily euro, U.K. p
ounds sterlin
g
and U.S. dollars. Ryanair’s operat
ions can be subject to significant dire
ct
exchange rate risks between the euro and the U.S. dollar because a significant porti
on of it
s operating costs (particularly
those related to fuel purcha
ses) is incurred in U.S. dollars, while pr
actically none of its revenues are denomin
ated in U.S.
dollars. Appreciation of the
euro against the U.S. dollar
positively impacts Ryanair’
s operating income because the euro
equivalent of its U.S. dollar operating c
osts decreases, while d
epreciation of the euro against the U.S. dollar negatively
impacts operating incom
e. It is Ryanair’s policy to he
dge a significant portion of its exposure t
o fluctuations in the
exchange rate between the U.S. dollar and the euro. From time to time, Ryanair
hedg
es its operating cashflows in U.K.
pound sterling. Ryanair may choose to sell surplus U.K. pound sterling cash flows for euro after satisfying its U.K. pound
sterling obligations
.
Hedging associated
with the incom
e statement
. In fiscal years 2022 and
2021, the C
ompany entered into a serie
s
of forward contracts, princ
ipally euro/U.S. dollar forwar
d contracts to hedge against variability in cash flows ari
sing from
market fluctuations in foreign
exchange rates associated with its forecast fuel, maintenan
ce and insurance costs. At
March 31, 2022, the total unrealized gain relating to these contracts amounted to approximately €113
m
, compared to a
€22m total unrealized loss at March 31, 20
21.
Under IFRS, these for
eign currency forward c
ontracts are treated
as cash
-
flow hedg
es of forecast U.S. dollar
and U.K. pound sterling
purchases to address the ris
ks arising from U.S. d
ollar and U.K. pound sterl
ing exchange rates.
The derivatives are record
ed at fair value in the balance sheet and are re
-
measured to fair
value at the end of each
reporting period throug
h equity to the extent eff
ective, with ineffectiveness re
corded through the in
come statement.
Ryanair considers these h
edges to be highly effective in offsetting variability in future cash flo
ws arising from
fluctuations in exchange rates, because the f
orward contracts are timed so as to
match exactly the amount, currency
and maturity date of the forecast for
eign
currency-
den
ominated expense being hedged. In fiscal year 2022, the Company
recorded a €nil fair
-
v
alue adjustment
within the income statement in resp
ect of these contracts
, as compared to
a
negative fair
-
value adju
stment of €521m (net of tax) in fiscal year 2021.
Hedging associated
with the balance sheet
. In prior years, the Company entered i
nto a series of cross currency
interest rate swaps to manage exposures to fluctu
ations in foreign exchange rates of U.S. dollar
-
denom
inated floating
rate borrowings, together with managing
the exposures to
fluctuations in interest rates on these U.S. dollar
-denominate
d
floating rate borrowings. Cr
oss currency interest rate swaps are pri
marily used to convert a p
ortion of the Company’s
U.S. dollar
-
den
ominated debt to euro and fl
oating rate interest exposures in
to fixed rate exposures and
are set so as to
match exact
ly the crit
ical terms of the underlying debt being
hedged (i.e. notional principal, interest rate se
ttings, re
-
pricing dates). These are all classified as
cash
-
flow he
dges of the forecasted U.S. dollar variable interest pay
ments on
the Company’s underlying
debt and have been deter
mined to be highly effective in achi
eving offsetting cash flows.
Accordingly, no ineffectiven
ess has been recorded in the income statement relatin
g to these hedges.
At March 31, 2022, the fair value of the cross
-
currency interest rate swap agreeme
nts relating to this U.S. dollar
-
denominated floating ra
te debt was represented by a
gain of €5
m
(gross of tax) compared to a gain of €3m (gross of
tax) in fiscal year 2021. In fiscal year 2022, the Company recorded a positive fair
-
value a
dju
stment of €4m (net of tax),
compared to a posi
tive fair
-
value adjustm
ent of
4m (net of tax) in fiscal year 2021
, within accumulated other
comprehensive income in r
espect of these contracts.
Hedging associated
with capital expenditures
. During fiscal years 2022
and 2021, t
he Company also held a series
of euro/U.S. dollar contracts to hedge against changes in the fair value of aircraft purchase commitments u
nder the
148
Boeing contracts, wh
ich arise from fluctua
tions in the euro/U.S. do
llar exchange rates.
At March 31, 2022, the t
otal
unrealized gain relating to th
ese contracts amounted to €322
m, compared to €178m unrealized gain at Mar
ch 31, 2021.
Under IFRS, the Compan
y generally accounts for th
ese contracts as cash
-
flow h
edges. Cash
-
flow hedges a
re
reco
rded at fair value in th
e balance sheet and are re
-
measured to fair v
alue at the end of the financia
l period through
equity to the extent effective, with any ineffectiveness recorded through the income statement. The Company has found
these hedges to be highly effective in offsetting changes in the fair value of the
aircraft purchase commitments
arising
from fluctuations in exchang
e rates because the forward exchange contracts are alwa
ys for the same amount, currency
and maturity dates as the correspond
ing
aircraft purch
ase commitments.
A plus or minus change of 10% in relev
ant foreign currency exchange rates, based on outstanding foreig
n
currency-
denomina
ted financial assets and financial liabilities at March 31, 2022 would have a positive impact of
approx
imately €26
m on the income statement
(net of tax) (2021: €40m; 202
0: €246m) if the rate fell by 10%, and a
negative impact of appr
oximately €2m on the income
statement (net of tax) (202
1: €33m; 2020: €235m
appro
ximately)
if the rate increased by 10%. The s
ame movement of 10% in foreign currency exchange rates would have a positive
approximately €
695
m
impact (net of tax) o
n equity if the rate fell by
10% and a negative €
588
m impact (net of ta
x) if the
rate increased by 10% (2021: €3
04m positive o
r €372m nega
tive; 20
20: €649m positive or €531m negative).
INTEREST RATE
EXPOSURE
AN
D HEDGING
The Company’s purchase of 5
0 of the 471 Boeing 737 aircraft in the fleet as of March 31, 2022 has b
een funded
by financing in the form of
loans supported by a loan
guarantee from Ex
-
Im Bank. In addition, the Compan
y has raised
unsecured debt via capita
l market bond issuances and synd
icated bank loans. The Company had
outstanding
cumulative borrowings und
er the above facilities of €4,536m with a weighted ave
rage inter
est rate of 1.36% at March
31, 2022. See “Item 5. Operating and Financial Review and Prospe
cts
Liqu
idity and Capital Resources
Capital
Resources” for addition
al information on these facilities and
the related swaps, including a tabul
ar summary of the
“Effe
ctive Borrowing Profil
e” illustrating the effect of the swap transactions (each of which is with an established
international financial coun
terparty) on the profile of Ryana
ir’s aircraft
-
re
lated debt at March 31, 2022. At March 31,
2022, the fair value of
the interest rate swap agreement
s relating to this debt was rep
resented by a gain of approximately
€5m (gross of tax), as comp
ared with a gain of approximately €3m
at March 31, 2021. See Note 12 to the consolidated
financial statements includ
ed in Item 18
for additional informat
ion.
During the year ended Ma
rch 31, 2022, the Group issued p
romissory notes to the value of appr
oximately €226m
with maturity dates of October 2022. The notes were issued in settlement of certa
in aircraft trade payables and are non
-
interest bearing
.
Interest rate risk
.
Based on
the levels o
f and composi
tion of year
-
end interest b
earing assets and liabilities,
including derivatives, at M
arch 31, 2022, a plus one
percentage
point movement in interest rates would r
esult in a
respectiv
e decrease of approxim
ately €19m (net of tax) in net interest income and expense (2021: increase €6m, 2020:
increase €38m) and a minus one
percentage point movement in interest rates wo
uld result in a respective increase o
f
approximately €33m
in net interest income
and expense in the income statement
(2021: increase €48m; 2
020: decrease
€38m) and a nil increase or decrease in equity (2021: nil; 2020: nil). All of the
Group’s interest rate swaps (to the extent
that it has any) are used t
o swap variable rate deb
t to fixed rate debt; conse
quently, any changes in in
terest rates would
have an equal and opposite income statemen
t effect for both the interest rate swaps and the debt
.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
150
149
149
Item 12.
Description of Securiti
es Other than Equity Sec
urities
Holders of ADSs
are required to pay cer
tain fees and expenses. Th
e table below sets forth the fees and expens
es
which, under the deposit agreem
ent between the Company and The Bank of Ne
w York Mellon, holders of ADSs can be
charged
for
or
whi
ch can
be ded
ucted from dividends
or other distributions on the dep
osited shares. The Company and
The Bank of New York Mellon have also entered into a separate letter agreement, which has the effect of reducing some
of the fees listed below.
Persons
deposi
ting
or w
ithdrawing ADS
s
mus
t
pay
:
For
:
$5.00 (or less) per 100 AD
Ss (or portion of 100
ADSs).
Issuance of ADSs, including issu
ances resulting from a distribution of
common shares or rights or other propert
y.
Cancellation of ADSs for the purpose of withdrawal, including if the
deposit agreement termina
tes.
$0.02 (or less) per ADS.
Any cash distribution to the holder of the ADSs.
$0.02 (or less) per ADS per calendar year.
Depositary servi
ces.
A fee equivalent to the fee that would be
payable if securities distributed to the holder of
ADSs had been shares and the shares h
ad
been deposited for issuance of ADSs.
Distribution of securities distributed by the issuer to the holders of
common securities, which
are distributed by the dep
ositary to ADS
holders.
Registration or transfer fee
s.
Transfer and registration of shares on Ryanair’s share register to or
from the name of the depositary or
its agent when the holder of AD
Ss
deposits or withdraws comm
on shares.
Expenses of the depositary.
Cable, telex and facsimile transmissions (when expres
sly provided for
in the deposit agreement).
Expenses of the depositary in converting
foreign currency to U.S.
dollars.
Taxes and other govern
mental charges the
depositary or the custodian have to pay on any
ADSs or common shares und
erlying ADSs (for
example, stock transfer t
axes, stamp duty or
withholding taxes).
As necessary.
Any charges
incurred by the dep
ositary o
r its
agents for servicing the de
posited securities.
As necessary.
Reimbursement of Fees
From April 1, 2021 to Ju
ne 30, 2022 the Depositary c
ollected annual depositary servi
ces fees equal to
approximately US$
1
.7
m
from
holders of ADSs, net of fees paid to the Depositary by the Company.
150
PART
II
Item 13.
Defaults, Dividen
d
Arrearages an
d Delinquencies
None.
Item 14.
Material Modifications t
o the R
ights of Security Holders an
d U
se of Proceeds
None.
Item 15.
Controls and Procedures
DISCLOSURE
C
ONTROLS
A
ND PROCEDURES
The Company has carried out an evaluation, as of March 31, 2022, under the supervision and with the
participation of the Company’s management, including the G
roup CEO and Group
CFO, of t
he eff
ectiveness o
f the design
and operation of the Compa
ny’s disclosure controls and p
rocedures (as defined in Rules 13a
-
15(e) and 15d
-
15(e) under
the Exchange Act). There are inherent limita
tions to the effectiveness of any system of disclosure controls
and
procedures, including the p
ossibility of human error an
d the circumvention or overriding
of the controls and procedures.
Accordingly, even effective discl
osure controls and procedures can only provide re
asonable assurance of achieving their
control
ob
jectives. Based upon the Company’s
evaluation, the Group CEO and Group CFO have concl
uded that, as of
March 31, 2022, the disclosure controls and procedure
s were effective to provide reasonable assurance that information
required to be disclosed in the rep
orts the Company fil
es or submits under the Exchange Act is recorded, processed,
summarized and reported a
s and when required, within the time periods sp
ecified in the applicable rules and forms, and
that it is accumulated and communi
cated to the Company’s
manag
ement, including the Group CEO and Gro
up CFO, as
appropriate to allow timely decisions reg
arding required disclosure.
MANAGEMEN
T’S ANNUAL REPORT ON INTERNAL
CONTROL
OVER FINANCI
AL REP
ORTING
The Company’s managem
ent is responsible for
esta
blishing and maintaining adequate internal
control over
financial reporting, (as defined in Rules
13a
-
15(f) and 15d
-
15(f) under the Exchange Act). The Comp
any’s internal control
over financial reporting is designed to provide reasonab
le assurance regar
ding th
e reliability of financial reporting and
the preparation of financial statements
for external purposes in accordance with IFRS. The Company’s intern
al control
over financial reporting inclu
des those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairl
y reflect the tra
nsactions
and dispositions of the assets of the Company;
provide reasonabl
e assurance that transactions are recorded as necess
ary to permit preparation of finan
cial
st
atements in accordance with general
ly accepted accounting principles, and that
receipts and expenditures
of the Company are being made only in a
ccordance with authorizations of management and
Directors; and
provide reason
able assurance regarding prev
entio
n or timely detection of unau
thorized acquisition, use or
disposition of the Company’
s assets that could have a material effect on the financial statements.
The Company’s managem
ent evaluated the effectiveness of the Company’s internal c
ontrol over financ
i
al
reporting as of March 31, 2022, based on the criteria established in the 2013 Framework in “Internal Control
Integrated
Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COS
O”). Based on
the evaluation, mana
geme
nt has concl
uded that the Company maintained eff
ective internal control over financial
reporting as of March 31, 2022
.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
150
149
Item 12.
Description of Securit
ies Other than Equity Sec
urities
Holders of ADSs
are required to pay cer
tain fees and expenses. Th
e table below sets forth the fees and expens
es
which, under the deposit agreem
ent between the Company and The Bank of Ne
w York Mellon, holders of ADSs can be
charged
for
or
whi
ch can
be ded
ucted from dividends
or other distributions on the dep
osited shares. The Company and
The Bank of New York Mellon have also entered into a separate letter agreement, which has the effect of reducing some
of the fees listed below.
Persons
deposi
ting
or w
ithdrawing ADS
s
mus
t
pay
:
For
:
$5.00 (or less) per 100 AD
Ss (or portion of 100
ADSs).
Issuance of ADSs, including issu
ances resulting from a distribution of
common shares or rights or other propert
y.
Cancellation of ADSs for the purpose of withdrawal, including if the
deposit agreement termina
tes.
$0.02 (or less) per ADS.
Any cash distribution to the holder of the ADSs.
$0.02 (or less) per ADS per calendar year.
Depositary servi
ces.
A fee equivalent to the fee that would be
payable if securities distributed to the holder of
ADSs had been shares and the shares h
ad
been deposited for issuance of ADSs.
Distribution of securities distributed by the issuer to the holders of
common securities, which
are distributed by the dep
ositary to ADS
holders.
Registration or transfer fee
s.
Transfer and registration of shares on Ryanair’s share register to or
from the name of the depositary or
its agent when the holder of AD
Ss
deposits or withdraws comm
on shares.
Expenses of the depositary.
Cable, telex and facsimile transmissions (when expres
sly provided for
in the deposit agreement).
Expenses of the depositary in converting
foreign currency to U.S.
dollars.
Taxes and other govern
mental charges the
depositary or the custodian have to pay on any
ADSs or common shares und
erlying ADSs (for
example, stock transfer t
axes, stamp duty or
withholding taxes).
As necessary.
Any charges
incurred by the dep
ositary o
r its
agents for servicing the de
posited securities.
As necessary.
Reimbursement of Fees
From April 1, 2021 to Ju
ne 30, 2022 the Depositary c
ollected annual depositary servi
ces fees equal to
approximately US$
1
.7
m
from
holders of ADSs, net of fees paid to the Depositary by the Company.
150
PART
II
Item 13.
Defaults, Dividen
d
Arrearages an
d Delinquencies
None.
Item 14.
Material Modifications t
o
the Rights of Security Holders an
d U
se of Proceeds
None.
Item 15.
Controls and Procedures
DISCLOSURE
C
ONTROLS
A
ND PROCEDURES
The Company has carried out an evaluation, as of March 31, 2022, under the supervision and with the
participation of the Company’s management, including the G
roup CEO and Group
CFO, of t
h
e effectiveness of the design
and operation of the Compa
ny’s disclosure controls and p
rocedures (as defined in Rules 13a
-
15(e) and 15
d
-
15(e) under
the Exchange Act). There are inherent limita
tions to the effectiveness of any system of disclosure controls
and
procedures, including the p
ossibility of human error and the circumven
tion or overriding of the controls and p
rocedures.
Accordingly, even effective discl
osure controls and procedures can only provide re
asonable assurance of achieving their
control
ob
jectives. Based upon the Company’s
evaluation, the Group CEO and Group CFO have concl
uded that, as of
March 31, 2022, the disclosure controls and procedure
s were effective to provide reasonable assurance that information
required to be disclosed in the rep
orts the Company fil
es or submits under the Exchange Act is recorded, processed,
summarized and reported a
s and when required, within the time periods sp
ecified in the applicable rules and forms, and
that it is accumulated and communi
cated to the Company’s
manag
ement, including the Group CEO and Gro
up CFO, as
appropriate to allow timely decisions reg
arding required disclosure.
MANAGEMEN
T’S ANNUAL REPORT ON INTERNAL
CONTROL
OVER FINANCI
AL REP
ORTING
The Company’s managem
ent is responsible for
esta
blishing and maintaining adequate inte
rnal control over
financial reporting, (as defined in Rules
13a
-
15(f) and 15d
-
15(f) under the Exchange Act). The Comp
any’s internal control
over financial reporting is designed to provide reasona
ble assurance regarding
the reliability of financial reporting and
the preparation of financial statements
for external purposes in accordance with IFRS. The Company’s intern
al control
over financial reporting inclu
des those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairl
y reflect the tra
nsactions
and dispositions of the assets of the Company;
provide reasonabl
e assurance that transactions are recorded as necess
ary to permit preparation of finan
cial
st
atements in accordance with general
ly accepted accounting principles, and that
receipts and expenditures
of the Company are being made only in a
ccordance with authorizations of management and
Directors; and
provide reason
able assurance regarding prev
entio
n or timely detection of unau
thorized acquisition, use or
disposition of the Company’
s assets that could have a material effect on the financial statements.
The Company’s managem
ent evaluated the effectiveness of the Company’s internal c
ontrol over financ
i
al
reporting as of March 31, 2022, based on the criteria established in the 2013 Framework in “Internal Control
Integrated
Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COS
O”). Based on
the evaluation, mana
geme
nt has concl
uded that the Company maintained eff
ective internal control over financial
reporting as of March 31, 2022
.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
152
151
151
CHANGES IN INTERNAL CONTR
OL OVER FINANCIAL REPORTING
There has been no change in the Company’s internal control over financ
ial repo
rting
during fiscal year 2022 that
has materially affected, or is reasonably likel
y to materially affect, the Company’s internal contr
ol o
ver finan
cial reportin
g
.
Item 16.
Reserved
Item 16A.
Audit Committee Financ
ial Expert
The Company’s Board of
Directors has de
termined that both Dick M
illiken and Geoff Doherty qual
ify as “Audit
Committee financial expert
s” within the meaning of this Item 16
A. Mr. Milliken and Mr. Doherty are “independent” for
purposes of the listing rules of NASDAQ.
Item 16B.
Co
de of Ethics
The Company has adopt
ed a broad Code of B
usiness Conduct and Ethics
and an Anti
-
bribery and C
orruption
(ABAC) policy that meets the requirements for a “code of ethics” as def
ined in Item 16B of Form 20
-
F. The Code of
Business Conduct and Ethi
cs and the ABAC policy
applies to the Company’s Group CEO, Group CFO
, Chief Accounting
Officer, controller and pers
ons performing similar fun
ctions, as well as to all of the Company’s other off
icers, Directors
and employees. The Code of Business
Conduct an
d Ethics and ABAC polic
y is avai
lable on Ryanair’s w
ebsite at
http://www.ryanair.c
om. (Information appearing on the website is not incorporated by reference into this Annual
Report.) The Company has
not made any amendment to, or granted an
y waiver from, th
e provisions of this
Code of
Business Conduct and Ethics or the ABAC policy that apply to its Group CEO, Group CFO, Chief Accounting Officer,
controller or persons perfor
ming similar functions during its most recently comp
leted fiscal year.
Item 16C.
Principal Accountant Fees and Ser
vices
Our independent registered
public accounting firm is KPMG, Dublin, Ireland, Audit
or Firm ID: 1116.
Audit and Non
-
Audit Fees
The following table sets f
orth the fees billed or bi
llable to the Company by its
independe
nt auditors,
KPMG,
during the fiscal years ende
d March 31, 2022, 2021 and 2020:
Year ended March 31,
2022
2021
2020
€M
€M
€M
Audit fees
0.6
0.6
0.7
Audit
related
fees
0.1
0.1
0.0
Tax fees
0.0
0.1
0.2
Tota
l fees
0.7
0.8
0.9
Audit fees in the above table are the aggregate fees billed or billable by KPMG in connection with the audit of
the Company’s annual financial statements
, as well as work that generally only the independent a
uditor can r
easonably
be expected to provide
, including the provision of statutory
audits, discussions surrounding the
proper application of
financial accounting and re
porting standards and services provided in c
onnection with certain regulatory requ
iremen
ts
including those under the Sarbanes
-
Oxley Act of 2002.
Audit related fees comprise fees for assurance and services related to audit and other attestation services
performed by KPMG as required b
y statute, regulation or contract and which are not reporte
d u
nder “Audit fees”.
152
Tax fees include fees for all services, except th
ose services specifically relat
ed to the audit of financial
statements, perform
ed by the independent auditor’s
tax personnel, work perfo
rmed in support of other tax
-rel
ated
regulatory
requ
irements and tax compliance reporting.
All Other Fees
No fees were billed for each of the last two fiscal year
s for products and services other than above.
Audit Committee Pre
-
App
roval Policies an
d Procedures
The Audit Committee
expressly pre
-
appro
ves every engagement of Ryanai
r’s independent auditors for all aud
it
and non
-
audit services prov
ided to the Company.
Item 16D.
Exemptions from th
e Listing Standards for Audit Committees
None.
Item 16E.
Purchases of Equity Securit
ies by the Issuer
and Affiliated Purchas
ers
From April 1, 2021 to July 21
, 2022 the Company did not buy any ordinary shares.
See “Item 8. Financial Information
Other Financia
l Information
Share Buyback Program” and
“Item 9.
The
Offer and Listing
Trading
Markets and Share Pri
ces” for further information reg
arding the Company’s Ordin
ary Share
buyback program, pursuant
to which all of the shares purchased by the Company a
nd disclosed in the table above were
purchased.
Item 16F.
Change in Registra
nt’s Certified Accountant
In August 2021
, the Audit Committee completed a competitive process to re
view the appointment of the
Company’s independent registered p
ublic ac
counting firm
for the year ending March 31, 2023. After a careful
c
onsideration and evaluation p
rocess, on November 15, 2021, the Audit Committee
recommended to the Board
the
change of KPMG as independent registered p
ublic accounting firm and the engagem
ent of PricewaterhouseCoopers
LLP (“PwC”), to serve as our new indepe
ndent registered public accounting firm as of the second quarter of 2022
for the
fiscal year ending March 31, 2023, and future fiscal years.
KPMG did not participate in the tender due to the EU
Regulatory Framework on s
tatutory audits.
The appointment o
f PwC as our new registered public accounting firm will become effective subject to approval
by the Company's annual general meeting of shareholders in September 2022. KPMG continued to serv
e as our
independent registered pub
lic accounting firm until the f
iling of this annual report on Form 20
-
F.
During the two most recent fiscal years of the Compa
ny and any subsequent interim period: (i) KPMG has not
issued any reports on the financial statements of the Company or on the effective
ness of internal control
over financial
reporting that contained
an adverse opinion or a dis
claimer of opinion, nor were the
reports of KPMG qualified or
modified as to uncert
ainty, audit scope, or accountin
g principles; (ii) there has not been
any disagreement over any
matter of accounting princ
iples or practices, financial statement disclosure
, or auditing
scope or procedures, which
disagreements, if not resolved to KPMG’
s satisfaction, would have caused it to make reference
to the
subject matter of
the disagreements in
their r
eport, or any “reportable event” as
that term is defined in Item
16
F(a)(1)(v)
of Form
20
-
F.
During the two most recent fiscal years of the Company and any subsequent interim periods, neither the
Company nor anyone on
our behalf consulted with PwC,
the su
ccessor accountant, regarding
any of the matters or
events
as defined in Item
16F(a)(2) of Form
20
-
F.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
152
151
CHANGES IN INTERNAL CONTR
OL OVER FINANCIAL REPORTING
There has been no change in the Company’s internal control over financ
ial repo
rting
during fiscal year 2022 that
has materially affected, or is reasonably likel
y to materially affect, the Company’s internal contr
ol o
ver financial rep
ortin
g
.
Item 16.
Reserved
Item 16A.
Audit Committee Financ
ial Expert
The Company’s Board of
Directors has de
termined that both Dick M
illiken and Geoff Doherty qual
ify as “Audit
Committee financial expert
s” within the meaning of this Item 16
A. Mr. Milliken and Mr. Doherty are “independent” for
purposes of the listing rules of NASDAQ.
Item 16B.
Co
de of Ethics
The Company has adopt
ed a broad Code of B
usiness Conduct and Ethics
and an Anti
-
bribery and C
orruption
(ABAC) policy that meets the requirements for a “code of ethics” as def
ined in Item 16B of Form 20
-
F. The Code of
Business Conduct and Ethi
cs and the ABAC policy
applies to the Company’s Group CEO, Group CFO
, Chief Accounting
Officer, controller and pers
ons performing similar fun
ctions, as well as to all of the Company’s other off
icers, Directors
and employees. The Code of Business
Conduct an
d Ethics and ABAC polic
y is avai
lable on Ryanair’s w
ebsite at
http://www.ryanair.c
om. (Information appearing on the website is not incorporated by reference into this Annual
Report.) The Company has
not made any amendment to, or granted an
y waiver from, th
e provisions of this
Code of
Business Conduct and Ethics or the ABAC policy that apply to its Group CEO, Group CFO, Chief Accounting Officer,
controller or persons perfor
ming similar functions during its most recently comp
leted fiscal year.
Item 16C.
Principal Accountant Fees and Ser
vices
Our independent registered
public accounting firm is KPMG, Dublin, Ireland, Audit
or Firm ID: 1116.
Audit and Non
-
Audit Fees
The following table sets f
orth the fees billed or bi
llable to the Company by its
independe
nt audit
ors, KPMG,
during the fiscal years ende
d March 31, 2022, 2021 and 2020:
Year ended March 31,
2022
2021
2020
€M
€M
€M
Audit fees
0.6
0.6
0.7
Audit
related
fees
0.1
0.1
0.0
Tax fees
0.0
0.1
0.2
Tota
l fees
0.7
0.8
0.9
Audit fees in the above table are the aggregate fees billed or billable by KPMG in connection with the audit of
the Company’s annual financial statements
, as well as work that generally only the independent a
uditor can r
easonably
be expected to provide
, including the provision of statutory
audits, discussions surrounding the
proper application of
financial accounting and re
porting standards and services provided in c
onnection with certain regulatory requ
iremen
ts
including those under the Sarbanes
-
Oxley Act of 2002.
Audit related fees comprise fees for assurance and services related to audit and other attestation services
performed by KPMG as required b
y statute, regulation or contract and which are not reporte
d u
nder “Audit fees”.
152
Tax fees include fees for all services, except th
ose services specifically relat
ed to the audit of financial
statements, perform
ed by the independent auditor’s
tax personnel, work perfo
rmed in support of other tax
-rel
ated
regulatory
requ
irements and tax compliance reporting.
All Other Fees
No fees were billed for each of the last two fiscal year
s for products and services other than above.
Audit Committee Pre
-
App
roval Policies an
d Procedures
The Audit Committee
expressly pre
-
appro
ves every engagement of Ryanair’
s independent auditors for all aud
it
and non
-
audit services prov
ided to the Company.
Item 16D.
Exemptions from th
e Listing Standards for Audit Committees
None.
Item 16E.
Purchases of Equity Securit
ies by the Issuer
and Affiliated Purchas
ers
From April 1, 2021 to July 21
, 2022 the Company did not buy any ordinary shares.
See “Item 8. Financial Information
Other Financia
l Information
Share Buyback Program”
and “Item 9.
The
Offer and Listing
Trading
Markets and Share Pri
ces” for further information reg
arding the Company’s Ordin
ary Share
buyback program, pursuant
to which all of the shares purchased by the Company a
nd disclosed in the table above were
purchased.
Item 16F.
Change in Registra
nt’s Certified Accountant
In August 2021
, the Audit Committee completed a competitive process to re
view the appointment of the
Company’s independent registered p
ublic ac
counting firm
for the year ending March 31, 2023. After a careful
c
onsideration and evaluation p
rocess, on November 15, 2021, the Audit Committee
recommended to the Board
the
change of KPMG as independent registered p
ublic accounting firm and the engagem
ent of PricewaterhouseCoopers
LLP (“PwC”), to serve as our new indepe
ndent registered public accounting firm as of the second quarter of 2022
for the
fiscal year ending March 31, 2023, and future fiscal years.
KPMG did not participate in the tender due to the EU
Regulatory Framework on s
tatutory audits.
The appointment o
f PwC as our new registered public accounting firm will become effective subject to approval
by the Company's annual general meeting of shareholders in September 2022. KPMG continued to serv
e as our
independent registered pub
lic accounting firm until the f
iling of this annual report on Form 20
-
F.
During the two most recent fiscal years of the Comp
any and any subsequent interim period: (i) KPMG
has not
issued any reports on the financial statements of the Company or on the effective
ness of internal control
over financial
reporting that contained
an adverse opinion or a disclaimer of opin
ion, nor were the reports of KPMG
qualified or
modified as to uncert
ainty, audit scope, or accountin
g principles; (ii) there has not been
any disagreement over any
matter of accounting princ
iples or practices, financial statement disclosure
, or auditing
scope or pro
cedures, which
disagreements, if not resolved to KPMG’
s satisfaction, would have caused it to make reference
to the
subject matter of
the disagreements in
their r
eport, or any “reportable event” as
that term is defined in Item
16
F(a)(1)(v)
of Form
20
-
F.
During the two most recent fiscal years of the Company and any subsequent interim periods, neither the
Company nor anyone on
our behalf consulted with PwC,
the su
ccessor accountant, regarding
any of the matters or
events
as defined in Item
16F(a)(2) of Form
20
-
F.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
154
153
154
Item 18.
Financial
Statements
RYANAIR HOLDINGS P
LC
INDEX TO FINANC
IAL STATEMENTS
Page
Consolidated Balance Shee
t of Ry
anair Holdings plc
and Subsidiaries for the Years
ended March 31, 2022,
March 31,
2021 and Marc
h 31, 2020
155
Consolidated Income Statem
ent of Ryanair Holdi
ngs plc and Subsidiar
ies for the Years ended March 31, 2022,
March 31,
2021 and Marc
h 31, 2020
156
Consolidated Statement of
Com
prehensive Income of Ryana
ir Holdings plc and Subsidiaries for the Years
ended Marc
h 31, 2022, Mar
ch 31, 2021 and
March 31, 2
020
157
Consolidated Statement of
Changes in Shareholders’ Equity of Ryanair Holding
s plc and Subsidiaries for the
Years ended March 31, 2022, M
arch 31, 2021 and March 31, 2020
158
Consolidated Statement of Cash
Flows of Ryanair Holdings plc and Subsidiaries for the Years ended March 31,
2022, Marc
h 31, 2021 a
nd Marc
h 31, 2020
159
Notes
160
153
The Company has provided KPMG
with a c
opy of the foregoing dis
closure and has requested and received
from KPMG a letter addres
sed to the SEC stati
ng whether they agree with
the above statements. A copy of KPMG’s
letter, dated July
21
, 2022, is filed herewith as Exhibit 15.1
.
Item 16G.
Corporate Governan
ce
See “Item 6. Direct
ors, Senior Management and
Employees
Directors
Exemptions from
NASDAQ Corp
orate
Governance Rules” for further information regarding
the ways in whic
h the Company’s corporate governance practices
differ from those followed
by domestic companies listed on NASDAQ.
Item 16H.
Mine Safety Disclosure
Not applicable.
PART III
Item 17.
Financial
Statements
Not applicable.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
154
154
Item 18.
Financial
Statements
RYANAIR HOLDINGS P
LC
INDEX TO FINANC
IAL STATEMENTS
Page
Consolidated Balance Shee
t of Ry
anair Holdings plc
and Subsidiaries for the Years
ended March 31, 2022,
March 31,
2021 and Marc
h 31, 2020
155
Consolidated Income Statem
ent of Ryanair Holdi
ngs plc and Subsidiar
ies for the Years ended March 31, 2022,
March 31,
2021 and Marc
h 31, 2020
156
Consolidated Statement of
Com
prehensive Income of Ryana
ir Holdings plc and Subsidiaries for the Years
ended Marc
h 31, 2022, Mar
ch 31, 2021 and
March 31, 20
20
157
Consolidated Statement of
Changes in Shareholders’ Equity of Ryanair Holding
s plc and Subsidiaries for the
Years ended March 31, 2022, M
arch 31, 2021 and March 31, 2020
158
Consolidated Statement of Cash
Flows of Ryanair Holdings plc and Subsidiaries for the Years ended March 31,
2022, Marc
h 31, 2021 a
nd Marc
h 31, 2020
159
Notes
160
153
The Company has provided KPMG
with a c
opy of the foregoing dis
closure and has requested and received
from KPMG a letter addres
sed to the SEC stati
ng whether they agree with
the above statements. A copy of KPMG’s
letter, dated July
21
, 2022, is filed herewith as Exhibit 15.1
.
Item 16G.
Corporate Governa
nce
See “Item 6. Direct
ors, Senior Managem
ent and Employees
Directors
Exempti
ons from NASDAQ Corp
orate
Governance Rules” for further information regarding
the ways in whic
h the Company’s corporate governance practices
differ from those followed
by domestic companies listed on NASDAQ.
Item 16H.
Mine Safety Disclosure
Not applicable.
PART III
Item 17.
Financial
Statements
Not applicable.
RY
ANAIR GROUP ANNUAL REPOR
T 2
022
156155
 
155
 
Consolidated Ba
lance Sheet
 
 
 
 
 
 
 
 
 
 
 
 
 
At March 31,
 
 
 
 
2022
 
2021
 
2020
 
 
Note
 
€M
 
€M
 
€M
Non
-
current assets
 
 
 
 
 
 
 
 
Property, plant and equipment
 
2
 
9,095.1
 
8,361.1
 
9,438.0
Right o
f use
asset
s
 
3
 
133.7
 
188.2
 
236.8
Intangible assets
 
4
 
146.4
 
146.4
 
146.4
Derivative financial instruments
 
12
 
185.1
 
111.3
 
378.5
Other assets
 
6
 
72.1
 
48.7
 
Deferred
tax
 
13
 
42.3
 
14.0
 
53.6
Total non
-
current asset
s
 
 
 
9,674.7
 
8,869.7
 
10,253.3
Current assets
 
 
 
 
 
 
 
 
Inventories
 
5
 
4.3
 
3.6
 
3.3
Other assets
 
6
 
401.1
 
179.8
 
178.7
Current tax
 
13
 
 
 
44.5
Assets h
eld f
or sale
 
7
 
 
 
98.7
Trade r
eceivabl
es
 
8 & 12
 
43.5
 
18.6
 
67.5
Derivative financial instruments
 
12
 
1,400.4
 
106.0
 
293.2
Restrict
ed ca
sh
 
9 & 12
 
22.7
 
34.1
 
34.4
Financial assets: ca
sh > 3 m
onths
 
12
 
934.1
 
465.5
 
1,207.2
Cash and cash
equival
ents
 
12
 
2,669.0
 
2,650.7
 
2,566.4
Total current asset
s
 
 
 
5,475.1
 
3,458.3
 
4,493.9
Total assets
 
 
 
15,149.8
 
12,328.0
 
14,747.2
Current liabilities
 
 
 
 
 
 
 
 
Provisio
ns
 
14
 
9.2
 
10.3
 
43.3
Trade payables
 
10
 
1,029.0
 
336.0
 
1,368.2
Accrued expenses and other liabilities
 
11
 
2,992.8
 
1,274.9
 
2,589.4
Current lease
liability
 
3
 
56.9
 
52.5
 
75.0
Current maturities o
f debt
 
12
 
1,224.5
 
1,725.9
 
382.3
Current tax
 
13
 
47.7
 
48.1
 
Derivative financial instruments
 
12
 
38.6
 
79.2
 
1,050.0
Total current liabilitie
s
 
 
 
5,398.7
 
3,526.9
 
5,508.2
Non
-
current liabilities
 
 
 
 
 
 
 
 
Provisio
ns
 
14
 
94.1
 
47.4
 
36.6
Trade payables
 
10
 
49.2
 
179.9
 
Derivative financial instruments
 
12
 
 
6.4
 
180.5
Deferred
tax
 
13
 
266.5
 
272.4
 
353.5
Non
-
current lease liability
 
3
 
81.4
 
130.6
 
170.9
Non
-
current maturitie
s of debt
 
12
 
3,714.6
 
3,517.8
 
3,583.0
Total non
-
current liabilitie
s
 
 
 
4,205.8
 
4,154.5
 
4,324.5
Shareholders’ equity
 
 
 
 
 
 
 
 
Issued share capital
 
15
 
6.8
 
6.7
 
6.5
Share premium account
 
15
 
1,328.2
 
1,161.6
 
738.5
Other undenominated ca
pital
 
 
 
3.5
 
3.5
 
3.5
Retained earnings
 
 
 
2,880.9
 
3,232.3
 
4,245.0
Other reserves
 
16
 
1,325.9
 
242.5
 
(79.0)
Shareholders’ equity
 
 
 
5,545.3
 
4,646.6
 
4,914.5
Total liabilities and s
hareholders’ equity
 
 
 
15,149.8
 
12,328.0
 
14,747.2
 
The accompanying n
otes are an
integral part
of the consolidated
financial st
atements.
 
On behalf of the Board
 
 
 
 
Stan McCarthy
Michael O’Leary
Chairman
Group CEO
July 21,
2022
 
 
 
 
156
 
Consolidated Income Sta
tement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year ended March 31,
 
 
 
 
2022
 
2021
 
2020
 
 
Note
 
€M
 
€M
 
€M
Operating revenues
 
 
 
 
 
 
 
 
Scheduled revenues
 
17
 
2,652.5
 
1,036.0
 
5,566.2
Ancillary re
venues
 
17
 
2,148.4
 
599.8
 
2,928.6
Total operating reven
ues
 
17
 
4,800.9
 
1,635.8
 
8,494.8
Operating expenses
 
 
 
 
 
 
 
 
Fuel a
nd oil
 
 
 
(1,699.4)
 
(542.6)
 
(2,762.2)
Airport and handling ch
arges
 
 
 
(813.4)
 
(287.2)
 
(1,140.2)
Depreci
ation
 
2 & 3
 
(719.4)
 
(571.0)
 
(748.7)
Staff c
osts
 
18
 
(690.1)
 
(472.2)
 
(1,106.9)
Route charges
 
 
 
(551.2)
 
(187.3)
 
(736.0)
Marketing, distribution and other
 
 
 
(411.3)
 
(201.5)
 
(578.8)
Maintenance, materials
and repairs
 
 
 
(255.7)
 
(206.7)
 
(256.4)
Aircraft rentals
 
 
 
 
(6.7)
 
(38.2)
Total operating expen
ses
 
 
 
(5,140.5)
 
(2,475.2)
 
(7,367.4)
Operating (loss)/profit
 
 
 
(339.6)
 
(839.4)
 
1,127.4
Other income/(expen
se)
 
 
 
 
 
 
 
 
Finance expense
 
20
 
(91.4)
 
(297.1)
 
(480.1)
Finance income
 
 
 
 
16.0
 
21.4
Foreign exchange gain
 
 
 
1.2
 
11.8
 
1.6
Total other expenses
 
 
 
(90.2)
 
(269.3)
 
(457.1)
(Loss)/profit before tax
 
 
 
(429.8)
 
(1,108.7)
 
670.3
Tax credit/(expense
)
 
13
 
189.0
 
93.6
 
(21.6)
(Loss)/profit for the year
all
attributable to e
quity holders of p
arent
 
 
 
(240.8)
 
(1,015.1)
 
648.7
 
 
 
 
 
 
 
 
 
Basic (loss)/earning
s per ordinary sh
are (€)
 
22
 
(0.2130)
 
(0.9142)
 
0.5824
Diluted (loss)/earnings per ordin
ary share (€)
 
22
 
(0.2130)
 
(0.9142)
 
0.5793
Number of weighted average ordinary shares (in Ms)
 
22
 
1,130.5
 
1,110.4
 
1,113.8
Number of weight
ed average dilut
ed shares (in M
s)
 
22
 
1,130.5
 
1,110.4
 
1,119.8
 
The accompanying n
otes are an
integral part
of the consolidated
financial st
atements
.
 
On behalf of the Board
 
 
Stan McCarthy
Michael O’Leary
Chairman
Group
C
EO
July
21
, 20
22
 
 
 
RY
ANAIR GROUP ANNUAL REPOR
T 2
022
156
 
155
 
Consolidated Ba
lance Sheet
 
 
 
 
 
 
 
 
 
 
 
 
 
At March 31,
 
 
 
 
2022
 
2021
 
2020
 
 
Note
 
€M
 
€M
 
€M
Non
-
current assets
 
 
 
 
 
 
 
 
Property, plant and equipment
 
2
 
9,095.1
 
8,361.1
 
9,438.0
Right o
f use
asset
s
 
3
 
133.7
 
188.2
 
236.8
Intangible assets
 
4
 
146.4
 
146.4
 
146.4
Derivative financial instruments
 
12
 
185.1
 
111.3
 
378.5
Other assets
 
6
 
72.1
 
48.7
 
Deferred
tax
 
13
 
42.3
 
14.0
 
53.6
Total non
-
current asset
s
 
 
 
9,674.7
 
8,869.7
 
10,253.3
Current assets
 
 
 
 
 
 
 
 
Inventories
 
5
 
4.3
 
3.6
 
3.3
Other assets
 
6
 
401.1
 
179.8
 
178.7
Current tax
 
13
 
 
 
44.5
Assets h
eld f
or sale
 
7
 
 
 
98.7
Trade r
eceivabl
es
 
8 & 12
 
43.5
 
18.6
 
67.5
Derivative financial instruments
 
12
 
1,400.4
 
106.0
 
293.2
Restrict
ed ca
sh
 
9 & 12
 
22.7
 
34.1
 
34.4
Financial assets: ca
sh > 3 m
onths
 
12
 
934.1
 
465.5
 
1,207.2
Cash and cash
equival
ents
 
12
 
2,669.0
 
2,650.7
 
2,566.4
Total current asset
s
 
 
 
5,475.1
 
3,458.3
 
4,493.9
Total assets
 
 
 
15,149.8
 
12,328.0
 
14,747.2
Current liabilities
 
 
 
 
 
 
 
 
Provisio
ns
 
14
 
9.2
 
10.3
 
43.3
Trade payables
 
10
 
1,029.0
 
336.0
 
1,368.2
Accrued expenses and other liabilities
 
11
 
2,992.8
 
1,274.9
 
2,589.4
Current lease
liability
 
3
 
56.9
 
52.5
 
75.0
Current maturities o
f debt
 
12
 
1,224.5
 
1,725.9
 
382.3
Current tax
 
13
 
47.7
 
48.1
 
Derivative financial instruments
 
12
 
38.6
 
79.2
 
1,050.0
Total current liabilitie
s
 
 
 
5,398.7
 
3,526.9
 
5,508.2
Non
-
current liabilities
 
 
 
 
 
 
 
 
Provisio
ns
 
14
 
94.1
 
47.4
 
36.6
Trade payables
 
10
 
49.2
 
179.9
 
Derivative financial instruments
 
12
 
 
6.4
 
180.5
Deferred
tax
 
13
 
266.5
 
272.4
 
353.5
Non
-
current lease liability
 
3
 
81.4
 
130.6
 
170.9
Non
-
current maturitie
s of debt
 
12
 
3,714.6
 
3,517.8
 
3,583.0
Total non
-
current liabilitie
s
 
 
 
4,205.8
 
4,154.5
 
4,324.5
Shareholders’ equity
 
 
 
 
 
 
 
 
Issued share capital
 
15
 
6.8
 
6.7
 
6.5
Share premium account
 
15
 
1,328.2
 
1,161.6
 
738.5
Other undenominated ca
pital
 
 
 
3.5
 
3.5
 
3.5
Retained earnings
 
 
 
2,880.9
 
3,232.3
 
4,245.0
Other reserves
 
16
 
1,325.9
 
242.5
 
(79.0)
Shareholders’ equity
 
 
 
5,545.3
 
4,646.6
 
4,914.5
Total liabilities and s
hareholders’ equity
 
 
 
15,149.8
 
12,328.0
 
14,747.2
 
The accompanying n
otes are an
integral part
of the consolidated
financial st
atements.
 
On behalf of the Board
 
 
 
 
Stan McCarthy
Michael O’Leary
Chairman
Group CEO
July 21,
2022
 
 
 
 
156
 
Consolidated Income Sta
tement
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year ended March 31,
 
 
 
 
2022
 
2021
 
2020
 
 
Note
 
€M
 
€M
 
€M
Operating revenues
 
 
 
 
 
 
 
 
Scheduled revenues
 
17
 
2,652.5
 
1,036.0
 
5,566.2
Ancillary re
venues
 
17
 
2,148.4
 
599.8
 
2,928.6
Total operating reven
ues
 
17
 
4,800.9
 
1,635.8
 
8,494.8
Operating expenses
 
 
 
 
 
 
 
 
Fuel a
nd oil
 
 
 
(1,699.4)
 
(542.6)
 
(2,762.2)
Airport and handling ch
arges
 
 
 
(813.4)
 
(287.2)
 
(1,140.2)
Depreci
ation
 
2 & 3
 
(719.4)
 
(571.0)
 
(748.7)
Staff c
osts
 
18
 
(690.1)
 
(472.2)
 
(1,106.9)
Route charges
 
 
 
(551.2)
 
(187.3)
 
(736.0)
Marketing, distribution and other
 
 
 
(411.3)
 
(201.5)
 
(578.8)
Maintenance, materials
and repairs
 
 
 
(255.7)
 
(206.7)
 
(256.4)
Aircraft rentals
 
 
 
 
(6.7)
 
(38.2)
Total operating expen
ses
 
 
 
(5,140.5)
 
(2,475.2)
 
(7,367.4)
Operating (loss)/profit
 
 
 
(339.6)
 
(839.4)
 
1,127.4
Other income/(expen
se)
 
 
 
 
 
 
 
 
Finance expense
 
20
 
(91.4)
 
(297.1)
 
(480.1)
Finance income
 
 
 
 
16.0
 
21.4
Foreign exchange gain
 
 
 
1.2
 
11.8
 
1.6
Total other expenses
 
 
 
(90.2)
 
(269.3)
 
(457.1)
(Loss)/profit before tax
 
 
 
(429.8)
 
(1,108.7)
 
670.3
Tax credit/(expense
)
 
13
 
189.0
 
93.6
 
(21.6)
(Loss)/profit for the year
all
attributable to e
quity holders of p
arent
 
 
 
(240.8)
 
(1,015.1)
 
648.7
 
 
 
 
 
 
 
 
 
Basic (loss)/earning
s per ordinary sh
are (€)
 
22
 
(0.2130)
 
(0.9142)
 
0.5824
Diluted (loss)/earnings per ordin
ary share (€)
 
22
 
(0.2130)
 
(0.9142)
 
0.5793
Number of weighted average ordinary shares (in Ms)
 
22
 
1,130.5
 
1,110.4
 
1,113.8
Number of weight
ed average dilut
ed shares (in M
s)
 
22
 
1,130.5
 
1,110.4
 
1,119.8
 
The accompanying n
otes are an
integral part
of the consolidated
financial st
atements
.
 
On behalf of the Board
 
 
Stan McCarthy
Michael O’Leary
Chairman
Group
C
EO
July
21
, 20
22
 
 
 
RY
ANAIR GROUP ANNUAL REPOR
T 2
022
158157
 
157
 
Consolidated Statemen
t of Comprehensive Income
 
 
 
 
 
 
 
 
 
 
Year ended March 31,
 
 
2022
 
2021
 
2020
 
 
€M
 
€M
 
€M
(Loss)/profit for the year
 
(240.8)
 
(1,015.1)
 
648.7
 
 
 
 
 
 
 
Other comprehensive inco
me:
 
 
 
 
 
 
 
 
 
 
 
 
 
Items that are or
may be reclas
sified subsequently to prof
it or loss:
 
 
 
 
 
 
Movements in hedgi
ng reserve,
net of tax:
 
 
 
 
 
 
Effecti
ve porti
on o
f chang
es in
fair v
alue o
f
c
ash
-
flow hed
ges
 
851.3
 
691.1
 
197.4
Net ch
ange in
fair v
alue
of cash
-
flow h
e
dges tr
ansferred to pr
operty, plant and
equipment
 
75.4
 
4.8
 
Net hed
ge ine
ffectiv
enes
s and d
iscont
inuati
on trans
ferred to pr
ofit or
loss
 
 
(147.4)
 
(353.5)
Net oth
er chan
ges i
n fair v
alue o
f cash
-
flow
hedge
s trans
ferred to pr
ofit or
loss
 
157.4
 
(225.9)
 
(229.8)
Net mov
ement
s in c
ash
-
flow hedge r
eserve
 
1,084.1
 
322.6
 
(385.9)
 
 
 
 
 
 
 
Total other comprehen
sive income/(loss) f
or the year, net of
income tax
 
1,084.1
 
322.6
 
(385.9)
Total comprehensive in
come/(loss) for the
year
all attributable to equity
holders of paren
t
 
843.3
 
(692.5)
 
262.8
 
The accompanying n
otes are an
integral part
of the consolidated
financial st
atements.
 
On behalf of the
Board
 
 
 
 
Stan McCarthy
Michael O’Leary
Chairman
Group
C
EO
July
21
, 20
22
 
 
 
 
 
 
RY
ANAIR GROUP ANNUAL REPOR
T 2
022
158
157
Consolidated Statemen
t of Comprehensive Income
Year ended March 31,
2022
2021
2020
€M
€M
€M
(Loss)/profit for the year
(240.8)
(1,015.1)
648.7
Other comprehensive inco
me:
Items that are or
may be reclas
sified subsequently to prof
it or loss:
Movements in hedgi
ng reserve,
n
et of
tax:
Effecti
ve porti
on o
f chang
es in
fair value
of
cas
h
-
flow h
edges
851.3
691.1
197.4
Net ch
ange in
fair valu
e of c
ash
-
flow hedges tr
ansferred to pr
operty, plant and
equipment
75.4
4.8
Net hed
ge ine
ffectiv
enes
s and d
iscont
inuati
on trans
ferred to pr
ofit or
loss
(147.4)
(353.5)
Net oth
er chan
ges i
n fair v
alue o
f cash
-
flow
hedge
s trans
ferred to pr
ofit or
loss
157.4
(225.9)
(229.8)
Net mov
ement
s in c
ash
-
flow hedge r
eserve
1,084.1
322.6
(385.9)
Total other comprehen
sive income/(loss) f
or the year, net of
income tax
1,084.1
322.6
(385.9)
Total comprehensive in
come/(loss) for the
year
all attr
ibutable to equity holder
s of parent
843.3
(692.5)
262.8
The accompanying n
otes are an
integral part
o
f the c
onsolidated
financial statements.
On behalf of the
Board
Stan McCarthy
Michael O’Leary
Chairman
Group
C
EO
July
21
, 20
22
158
Consolidated Statement of
Changes in
Shareholders’ Equit
y
Issued
Shar
e
Other
Ordinary
Shar
e
Prem
ium
Retained
Unden
ominated
Other
Reserv
es
Other
Shar
es
Capital
Accoun
t
Earnings
Capital
Hedgin
g
Reserv
es
Total
M
€M
€M
€M
€M
€M
€M
€M
Balance at Ma
rch
31,
2019
1,133.4
6.8
719.4
4,181.9
3.2
274.6
29.0
5,214.9
Adjustment on init
ial application of I
FRS 16 (net of
tax)
(9.7)
(9.7)
Adj. balance at April 1, 2019
1,133.4
6.8
719.4
4,172.2
3.2
274.6
29.0
5,205.2
Profit for the
year
648.7
648.7
Other c
omprehe
nsive i
ncome
Net movements
in cash
-
flow re
serve
(385.9)
(385.9)
Total other
comprehensive loss
(385.9)
(385.9)
Total comprehensi
ve income/(loss)
648.7
(385.9)
262.8
Transactions with
owners of the Compa
ny, recognized directly i
n equity
Issue of ordinar
y equity shares
3.0
19.1
19.1
Share
-
based paym
ents
7.0
7.0
Repurchase of
ordinary equity shar
es
(580.5)
(580.5)
Other
0.9
0.9
Cancellation of rep
urchased ordinary s
hares
(47.2)
(0.3)
0.3
Transfer of exer
cised and share ba
sed awards
3.7
(3.7)
Balance at Ma
rch
31,
2020
1,089.2
6.5
738.5
4,245.0
3.5
(111.3)
32.3
4,914.5
Loss for the
year
(1,015.1)
(1,015.1)
Other c
omprehe
nsive i
ncome
Net movements
in cash
-
flow re
serve
322.6
322.6
Total other
comprehensive income
322.6
322.6
Total comprehensi
ve (loss)/income
(1,015.1)
322.6
(692.5)
Transactions with
owners of the Compa
ny, recognized directly i
n equity
Issue of ordinar
y equity shares
38.9
0.2
423.1
(2.3)
421.0
Share
-
based paym
ents
3.6
3.6
Transfer of exer
cised and share ba
sed awards
4.7
(4.7)
Balance at Ma
rch
31,
2021
1,128.1
6.7
1,161.6
3,232.3
3.5
211.3
31.2
4,646.6
Loss for the
year
(240.8)
(240.8)
Other comprehensive l
oss
Net movements
in cash
-
flow re
serve
1,084.1
1,084.1
Total other
comprehensive income
1,084.1
1,084.1
Total comprehensi
ve (loss)/income
(240.8)
1,084.1
843.3
Transactions with
owners of the Compa
ny, recognized directly i
n equity
Issue of ordinar
y equity shares
6.5
0.1
112.2
(65.5)
46.8
Share
-
based paym
ents
8.6
8.6
Additional share p
remium on the allotm
ent of shares
54.4
(54.4)
Transfer of exer
cised and expired sha
re based awar
ds
9.3
(9.3)
Balance at Ma
rch
31,
2022
1,134.6
6.8
1,328.2
2,880.9
3.5
1,295.4
30.5
5,545.3
The accompanyin
g notes a
re an in
tegral part of
the consolida
ted fina
ncial
statements
.
RY
ANAIR GROUP ANNUAL REPOR
T 2
022
160159
 
 
159
Consolidated Statemen
t of Cash Flows
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year ended March 31,
 
 
 
 
2022
 
2021
 
2020
 
 
Note
 
€M
 
€M
 
€M
Operating activities
 
 
 
 
 
 
 
 
(Loss)/
profit
after
tax
 
 
 
(240.8)
 
(1,015.1)
 
648.7
Adjustments to reconc
ile (loss)/profit after tax
to net cash
provided by operatin
g activities
 
 
 
 
 
 
 
 
Depreci
ation
 
2 & 3
 
719.4
 
571.0
 
748.7
(Increase) in invent
ories
 
5
 
(0.7)
 
(0.3)
 
(0.4)
Tax (credit)/expense on
(loss)/prof
it
 
13
 
(189.0)
 
(93.6)
 
21.6
Share-
based payments
 
18
 
8.6
 
3.6
 
7.0
(Increase)/decrease in tr
ade receivables
 
8
 
(24.9)
 
48.9
 
(8.1)
(Incr
ease)/decr
ease i
n other
assets
 
 
 
(241.4)
 
(3.5)
 
61.9
Increase/(decrease) in
trade pay
ables
 
 
 
284.6
 
(407.6)
 
15.2
Increase/(decrease) in
accrued
expenses & other l
iabilities
 
 
 
1,722.8
 
(1,318.8)
 
(401.4)
Increase/(decrease) in provision
s
 
14
 
45.5
 
(21.9)
 
(55.7)
Decrease in finance
income
 
 
 
 
 
2.9
(Decre
ase) in
financ
e exp
ense
 
 
 
(6.6)
 
(3.7)
 
Hedge ineffectiv
eness/foreign exch
ange
 
 
 
(146.5)
*
(294.1)
 
407.2
Income tax refunded/(
paid)
 
13
 
9.5
 
87.1
 
(120.5)
Net cash from/(used
in) operating
activitie
s
 
 
 
1,940.5
 
(2,448.0)
 
1,327.1
Investing activities
 
 
 
 
 
 
 
 
Capital expenditure
-
purchase of property, plant and equipment
 
 
 
(1,181.6)
 
(294.7)
 
(578.8)
Supplier reimbursement
s for property,
plant and equi
pment
 
2
 
113.9
 
377.6
 
Proceeds from sale
of property,
plant and equipment
 
 
 
110.5
 
112.1
 
Decrease in restricted
cash
 
9
 
11.4
 
0.3
 
0.5
(Increase)/decrease in
financial assets:
cash > 3 month
s
 
 
 
(468.6)
 
741.7
 
277.2
Net cash (used in)
/from investing activitie
s
 
 
 
(1,414.4)
 
937.0
 
(301.1)
Financing activities
 
 
 
 
 
 
 
 
Shareholder returns
(net of tax)
 
 
 
 
 
(580.5)
Net proc
eeds from sh
ares i
ssue
d
 
 
 
46.8
 
421.0
 
19.1
Proceeds from borrowings
 
 
 
1,192.0
**
2,228.6
 
750.0
Repayments of borrowings
 
 
 
(1,722.3)
 
(950.3)
 
(408.1)
Lease liabilitie
s paid
 
 
 
(53.0)
 
(76.8)
 
(67.5)
Net cash (used in)
/from financing activitie
s
 
 
 
(536.5)
 
1,622.5
 
(287.0)
(Decrease)/increase in
cash and cash equiva
lents
 
 
 
(10.4)
 
111.5
 
739.0
Net forei
gn exchang
e
dif
ference
s
 
 
 
28.7
 
(27.2)
 
151.8
Cash and cash
equivalents at
beginning of year
 
 
 
2,650.7
 
2,566.4
 
1,675.6
Cash and cash equi
valents at end of
year
 
12
 
2,669.0
 
2,650.7
 
2,566.4
 
 
 
 
 
 
 
 
 
Included in the ca
sh flows from
operating activities for t
he year are the
following amounts:
 
 
 
 
 
 
 
 
Interest income r
eceived
 
 
 
 
0.2
 
24.4
Interest
expense
paid
 
 
 
(86.6)
 
(59.2)
 
(74.3)
 
 
 
 
 
 
 
 
 
*Includes an excep
tional gain of €131m, attribu
table to the fair value measurem
ent
of je
t fuel call options.
 
 
 
 
 
 
 
 
**€1.2bn bond net of
transaction costs
 
 
 
 
 
 
 
 
 
The accompanying n
otes are an
integral part
of the consolidated
financial st
atements.
 
 
 
160
 
 
Notes forming part of the Con
solidated Financial Statements
 
1.
Basis
of preparation and significant accounting policies
 
The
accounting policies ap
plied in the preparation of the cons
olidated financial statements f
or fiscal year 2022
are set out below. These have been applied consistentl
y for all periods presented, except as otherwise stated.
 
(i) Business activity
 
Ryanair DAC
and its subsidiaries
(“Ryanair DAC”) has operated
as an international airline sin
ce commencing
operations in 1985. On Augu
st 23, 1996, Ryanair Holdings Limited, a newly formed
holding company, acquired the entire
issued share capital of Ryanair DAC. On May
16, 1997
, Ryanai
r Holdings Limit
ed re
-
registered as a publi
c limited
company, Ryanair Holdings plc (the “Company”). Ryanair Holdings plc and its subsidiaries are hereafter together referred
to as “Ryanair Holdings pl
c” (or “we”, “our”, “us”, “Ryanair”, th
e “Compan
y”, the “Ryanair Group”, or the “Group”)
and
currently operate a low fares airline Group headquartered in Dublin Office, Airside Business Park, Swords, Dublin, Ireland.
Ryanair Holdings plc incorporated Buzz during the year ended M
arch 31, 2018; i
t acquired Lauda and set
-
up Ryanair U.K.
during the year ended March 31
, 2019 and Malta Air during the year ended March 31, 2020. The principal trading activities
of the Group are undertaken by Buzz, Lauda, Malta Air and
Ryanair DAC.
 
(ii) Statement of co
mpliance
 
In accordance with the Internation
al Accounting Standards (“IAS”)
Regulation (EC 1606 (2002)) which applies
throughout the European Union (“EU”
), the consolidated financial statements ha
ve been prepared in accordance with
International Accounting
Standards and Internati
onal Financial Reporting Standa
rds (“IFRS”) as adopted b
y the EU (“IFRS
as adopted by the EU”), whi
ch are effective for the year ended and as at March 31,
2022. In addition to complying with
its legal obligation to comply with IFRS
as adopted by the EU, the consolid
ated financial statements have been
prepared
in accordance with IFRS a
s issued by the International Accounting Stand
ards Board (“IASB”) (“IFRS as iss
ued by the
IASB”). The consolidated financia
l statements have also been p
repared in accordance with the Compani
es Act 2014.
Details of legislative chang
es and new accounting standards or amen
dments to accounting standards
, which
are not yet effective and ha
ve not been early adopted in these consolidated fin
ancial statements, a
nd
the likely impact
on future financial stateme
nts are set forth below in the prospective accounting changes
section.
 
(iii) Basis of preparatio
n
 
These consolidated financial statements are presente
d in euro millions, the euro
being the functional curr
en
cy
of the parent entity and the group compan
ies. They are prepared on the histori
cal cost basis, except for derivative
financial instruments, whic
h are stated at fair value and share
-
based payments, which are based on fair value determined
as at the gran
t date of the relevant share options. Certain non
-
curren
t assets, when they are classified as held for sale,
are stated at the lower of cost and fair value less costs to sell.
 
In adopting the going con
cern basis in preparing the financial statemen
ts, the
Directors have considered
Ryanair’s available sources
of finance including access to the capital markets, s
ale, and leaseback transactions, secured
debt structures, the Group’
s cash on
-
hand and cash generation and p
reservation projections, together with fa
ctors likely
to affect its future performance, as well as the Group
’s principal risks and uncertainties.
 
The Covid
-
19 pandemic and m
easures to reduce its spread have had, and will likely continue to have, a material
adverse impact on the Group’s b
usines
s, results of operations, financial condition, and liquidity. At various times since
February 2020, governmen
ts globally have implemen
ted a range of travel restricti
ons including lockdowns, “do not
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
160
159
Consolidated Statemen
t of Cash Flows
Year ended March 31,
2022
2021
2020
Note
€M
€M
€M
Operating activities
 
 
 
(Loss)/
profit
after
tax
(240.8)
(1,015.1)
648.7
Adjustments to reconc
ile (loss)/profit after tax
to net cash
provided by operatin
g activities
 
 
 
Depreci
ation
2 & 3
719.4
571.0
748.7
(Increase) in invent
ories
5
(0.7)
(0.3)
(0.4)
Tax (credit)/expense on
(loss)/prof
it
13
(189.0)
(93.6)
21.6
Share-
based payments
18
8.6
3.6
7.0
(Increase)/decrease in tr
ade receivables
8
(24.9)
48.9
(8.1)
(Incr
ease)/decr
ease i
n other
assets
(241.4)
(3.5)
61.9
Increase/(decrease) in
trade pay
ables
284.6
(407.6)
15.2
Increase/(decrease) in
accrued
expenses & other l
iabilities
1,722.8
(1,318.8)
(401.4)
Increase/(decrease) in provision
s
14
45.5
(21.9)
(55.7)
Decrease in finance
income
2.9
(Decre
ase) in
financ
e exp
ense
(6.6)
(3.7)
Hedge ineffectiv
eness/foreign exch
ange
(146.5)
*
(294.1)
407.2
Income tax refunded/(
paid)
13
9.5
87.1
(120.5)
Net cash from/(used
in) operating
activitie
s
1,940.5
(2,448.0)
1,327.1
Investing activities
 
 
Capital expenditure
-
purchase of property, plant and equipment
(1,181.6)
(294.7)
(578.8)
Supplier reimbursement
s for property,
plant and equi
pment
2
113.9
377.6
Proceeds from sale
of property,
plant and equipment
110.5
112.1
Decrease in restricted
cash
9
11.4
0.3
0.5
(Increase)/decrease in
financial assets:
cash > 3 month
s
(468.6)
741.7
277.2
Net cash (used in)
/from investing activitie
s
(1,414.4)
937.0
(301.1)
Financing activities
 
 
Shareholder returns
(net of tax)
(580.5)
Net proc
eeds from sh
ares i
ssue
d
46.8
421.0
19.1
Proceeds from borrowings
1,192.0
**
2,228.6
750.0
Repayments of borrowings
(1,722.3)
(950.3)
(408.1)
Lease liabilitie
s paid
(53.0)
(76.8)
(67.5)
Net cash (used in)
/from financing activitie
s
(536.5)
1,622.5
(287.0)
(Decrease)/increase in
cash and cash equiva
lents
(10.4)
111.5
739.0
Net forei
gn exchang
e
dif
ference
s
28.7
(27.2)
151.8
Cash and cash
equivalents at
beginning of year
2,650.7
2,566.4
1,675.6
Cash and cash equi
valents at end of
year
12
2,669.0
2,650.7
2,566.4
Included in the ca
sh flows from
operating activities for t
he year are the
following amounts:
Interest income r
eceived
0.2
24.4
Interest
expense
paid
(86.6)
(59.2)
(74.3)
*Includes an excep
tional gain of €131m, attribu
table to the fair value measurem
ent
of je
t fuel call options.
**€1.2bn bond net of
transaction costs
The accompanying n
otes are an
integral part
of the consolidated
financial st
atements.
160
Notes forming part of the Con
solidated Financial Statements
1.
Basis
of preparation and significant accounting policies
The
accounting policies ap
plied in the preparation of the cons
olidated financial statements f
or fiscal year 2022
are set out below. These have been applied consistentl
y for all periods presented, except as otherwise stated.
(i) Business activity
Ryanair DAC
and its subsidiaries
(“Ryanair DAC”) has operated
as an international airline sin
ce commencing
operations in 1985. On Augu
st 23, 1996, Ryanair Holdings Limited, a newly formed
holding company, acquired the entire
issued share capital of Ryanair DAC. On May
16, 1997
, Ryanair
Holdings Limit
ed re
-
registered as a publi
c limited
company, Ryanair Holdings plc (the “Company”). Ryanair Holdings plc and its subsidiaries are hereafter together referred
to as “Ryanair Holdings pl
c” (or “we”, “our”, “us”, “Ryanair”, th
e “Compan
y”, the “Ryanair Group”, or the “Group”)
and
currently operate a low fares airline Group headquartered in Dublin Office, Airside Business Park, Swords
, Dublin, Ireland.
Ryanair Holdings plc incorporated Buzz during the year ended M
arch 31, 2018; i
t acquired Lauda and set
-
up Ryanair U.K.
during the year ended March 31
, 2019 and Malta Air during the year ended March 31, 2020. The principal trading activities
of the Group are undertaken by Buzz, Lauda, Malta Air and
Ryanair DAC.
(ii) Statement of co
mpliance
In accordance with the Internation
al Accounting Standards (“IAS”)
Regulation (EC 1606 (2002)) which applies
throughout the European Union (“EU”
), the consolidated financial statements ha
ve been prepared in accordance with
International Accounting
Standards and Internati
onal Financial Reporting Standa
rds (“IFRS”) as adopted b
y the EU (“IFRS
as adopted by the EU”), whi
ch are effective for the year ended and as at March 31,
2022. In addition to complying with
its legal obligation to comply with IFRS
as adopted by the EU, the consolid
ated financial statements have been
prepared
in accordance with IFRS a
s issued by the International Accounting Stand
ards Board (“IASB”) (“IFRS as iss
ued by the
IASB”). The consolidated financia
l statements have also been p
repared in accordance with the Compani
es Act 2014.
Details of legislative
changes and new accounting
standards or amendments t
o accounting standards, whi
ch
are not yet effective and have not been earl
y adopted in these consolidated financial statements
, a
nd the likely impact
on future financial stateme
nts are set forth below in the prospective accounting changes
section.
(iii) Basis of preparatio
n
These consolidated financial statements are presen
ted in euro millions, the euro being the functional curr
ency
of the parent entity and the group
companies. They are prepared
on the historical cost basis, except for deriva
tive
financial instruments, whic
h are stated at fair value and share
-
based payments, which are based on fair value determined
as at the gran
t date of the relevant share options. Certain non
-
current assets, when they are classified as held for sale,
are stated at the lower of cost and fair value less costs to sell.
In adopting the going con
cern basis in preparing the financial statemen
ts, the
Directors have considered
Ryanair’s available sources
of finance including access to the capital markets, s
ale, and leaseback transactions, secured
debt structures, the Group’
s cash on
-
hand and cash generation and p
reservation projections, together with fa
ctors likely
to affect its future performance, as well as the Group
’s principal risks and uncertainties.
The Covid
-
19 pandemic and m
easures to reduce its spread have had, and will likely continue to have, a material
adverse impact on the Group’s b
usines
s, results of operations, financial condition, and liquidity. At various times since
February 2020, governmen
ts globally have implemen
ted a range of travel restricti
ons including lockdowns, “do not
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
162
161
161
travel” advisories, rest
rictions on travel from certain i
n
ternational
locations, enhanced
airport screenings, mandatory
quarantine requirements
, mandatory pre
-travel PCR tes
t requirements and other
similar measures.
Other governm
ental
restrictions and regulations in the future in response to Covid
-
19 cou
ld include additional travel restrictions, quarantines
of additional populations (i
ncluding the Group’s personnel), restr
ictions on our ability to access our facilities or aircr
aft
or requirements to collect
additional passenger data.
In addition, governments, non
-
governmental
organizations and
entities in the private sector have issued and may continue to issue non
-
binding
advisories or recommendations
regarding air travel or other social distan
cing measures, including limitations on the nu
mber of persons that shou
ld be
present at public gatherings. I
n addition, Ryanair has incurred, and
may
continue to incur, significan
t Covid
-
19 related
costs for enhanced
aircraft cleaning and add
itional procedures to limit tran
smission among its personnel an
d
customers. Although
these procedures are
currently elective, the industry ma
y in the future be subject to furthe
r cleaning
and safety measures, which may be costly and take a significant amount of ti
me to implement. These measures,
individually and combined,
could have a mate
ri
al adverse impact on the Group’s business.
The full extent of the ongoing impact
of Covid
-
19 on the Group’s longer
-
term operational and fin
ancial
performance will depend o
n future developments, many of whi
ch are outside its control, including the
dura
tion and
spread of Covid
-
19 and related travel advisories and restric
tions, the impact of Covid
-
19 on ove
rall long
-
term demand
for air travel, the impact of Covid
-
19 on the financial health and operations of the Group’s b
usiness partners (particularly
Boeing), and future governmental a
ctions, all of which are highly uncertain and cannot be predicted.
The Group
took
a number of actions in response to decreas
ed demand and EU flight restri
ctions, including
grounding a substantial portion of its flee
t, red
u
cing flight schedules and reducing capital and operating exp
enditures
(including by postponing
projects deemed non
-
critical to the Group's operations, can
celling share buybacks,
implementing restructuring
s, controlling
discretionar
y spending, and renegoti
ating
contractual terms and conditions
(including salaries) with personnel, ai
rports
, aircraft su
ppliers
and vendors.
In response to Russia’s in
vasion of Ukraine in February
2022, the E.U., the U.K. and the U.S. int
roduced extensive
sanctions on Russia (as well as Belarus for its role in Russia’s invasion) comprise
d of targeted restrictive measures on
certain individuals
and entit
ies, export controls, restrictions on economic relations,
trade and financial restrictions.
T
he
Sanctions have had, and are expected to continue to have,
a significant disruptive effect on global markets, including oil
and gas
markets,
access
ibili
ty o
f airports and associated travel routes,
as well as supply chains, including aircraft
components. Geopoliti
cal events may lead to further in
stability across Europe and worldwid
e. This has resulted in price
increases of goods and services globally that
may affect Ryanair whi
ch has exposure, either directly or indirectly, to
certain raw materials, inclu
ding steel and titanium used for
aircraft it purchases and jet fuel.
The Directors have rev
iewed the financial fore
casts across a range of scena
rios. Ryan
air has modeled
a base
case assum
ing
th
e G
roup o
perate
s
approximate
ly
115%
of its pre Covi
d
-
19 schedules
in summer 2022 and
forecasts
traffic
of
165
m g
uests in
fiscal year 2023
. However, there remains a risk that mu
ltiple waves of the pandemic
could lead
t
o further travel restrictions being imp
osed
and/or worsening conditions resulting from the invasion of Ukraine.
Accordingly, Ryanair has also modeled downside scenarios
that
include combinat
ions o
f a decrease in yield, additional
grounding periods, adverse
variations in fuel price, and
unfavorable foreign exchange rate movemen
ts.
As at June 30, 2022, the Group h
ad a strong liquidity position with c
ash
of over
€4
.64
bn and
n
et debt of
€0.4
bn,
down approximately
€1.05
bn
from M
arch 31, 2022. The Group raised
€1.2
bn in unsecured
5-
ye
ar financing at a fixed
coupon of
0.875%
in May 2
021 and has the ability to raise additi
onal financing at low interest rates if needed. This level
of cash, together with available sources of fin
ance, is sufficient to cover the Gro
up’s projected cash requirements for
operating expenses, capital expenditure (prim
arily related to the acquisition of new Boeing 737
-
8200 aircraft),
repayments of indebtednes
s and payment of corporation tax liabilities a
s they fall due, within at least the next 12
-month
period. Furthermore, as at July 21, 20
22, Ryanair has
443
unencumbered, owned aircraft (
92%
of its owned fleet) and a
BBB (stable) credit rating (from both Stand
ard & Poor’s and Fitch Ratings).
162
Based on
the assessment of the adequa
cy of the financial forecasts, testing variou
s scenarios and considering
the uncertainties descr
ibed above, and current funding
facilities outlined, the Directors have f
ormed a judgement, at the
time of approving the fin
ancial statements, th
at there is a reasonable expe
ctation that the Company and the
Group as a
whole have adequate r
esources to continue in
operational existence for a peri
od of at least twelve months fro
m the date
of approval of the financial
statements and that t
h
ere were no material uncer
tainties that may cast significan
t doubt on
the Group’s ability to continu
e as a going concern. For this reason, they continue to adopt the going
concern basis in
preparing the financial statements.
(iv) New IFRS standards ado
pted during the year
The following new and amended standards, have been issued by the IASB, and
have also been endorsed
by the EU. These standards are effective for the first time for the financial year beginning on April 1, 2021 and therefore
were applied by the Group for the
first time to the fiscal year 2022 consolidated financial statemen
ts:
Amendments to IFRS 4 Insurance Contracts
Deferral of IFRS 9 (effective on or after January 1, 202
1).
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and I
FRS 16 Interest Rate Benchmar
k Reform
Phase 2 (effective on
or after January 1, 2021).
Amendment to IFRS 16 Leases
C
ovid
-
19 Related Rent Concessions Beyond June 30
, 2021
(effective on or after
April 1,
2021).
The adoption of these new or amended standards did not have a
material impact on the Group’s financial position or
results from operations in the year ended M
arch 31, 2022.
(v) Prospective IFRS account
ing changes, new standards and interpretations not yet effective
The following new or revised IFRS standards and IF
RIC interpretations will be adopted for the purposes of the
preparation of future financial statements
, where applicable. Those that are not
,
as of yet
,
EU endorsed ar
e flagged.
While under review, we do not anticipate that the adoption of the other new or
revised standards and interpreta
tions will
have a material impact on our financial position or resu
lts from operations.
Annual Improvements 2018
-
2
020 (effective on or after January 1, 2022).
Amendments to IAS 37 Provisions, Contingent Li
abilities and Co
ntingent Asset
s: Onerous Contracts
C
ost of
Fulfilling a Contract (effecti
ve for on or after January 1, 2022).
Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intend
ed Use (effective on or
after January
1, 2022).
Amendments to
IFRS 3 Business Combinations: Reference to the Conceptual Framework (effective on or after
January 1, 2022).
Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and
Liabilities arising from a Single
Transaction (effective on or after Janu
ary
1, 2023)
*
Amendments to IAS 8 Accounting Policies, Chan
ges in Accounting Estimates an
d Errors: Definition of
A
ccounting
Estimates (effective on or after Janu
ary 1, 2023).
Amendments to IAS 1 Presentation of Financ
ial Statements and IFRS Practice Statem
ent 2 Making
M
ateriality
Judgments: Disclosure
of Accounting policies (effective on or after January 1, 2023).
RY
ANAIR GROUP ANNUAL REPOR
T 2
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2
162
161
travel” advisories, rest
rictions on travel from certain i
n
ternational
locations, enhanced
airport screenings, mandatory
quarantine requirements
, mandatory pre
-travel PCR tes
t requirements and other s
imilar measures.
Other governm
ental
restrictions and regulations in the future in response to Covid
-
19 cou
ld include additional travel restrictions, quarantines
of additional populations (i
ncluding the Group’s personnel), restr
ictions on our ability to access our facilities or aircr
aft
or requirements to collect
additional passenger data.
In addition, governments, non
-
governmental
organizations and
entities in the private sector have issued and may continue to issue non
-
binding
advisories or recommendations
regarding air travel or other social distan
cing measures, including limitations on the nu
mber of persons that shou
ld be
present at public gatherings. I
n addition, Ryanair has incurred, and
may
continue to incur, significan
t Covid
-
19 related
costs for enhanced
aircraft cleaning and add
itional procedures to limit tran
smission among its personnel an
d
customers. Although
these procedures are
currently elective, the industry ma
y in the future be subject to furthe
r cleaning
and safety measures, which may be costly and take a significant amount of ti
me to implement. These measures,
individually and combined,
could have a mate
rial adver
se impact on the Group’s business.
The full extent of the ongoing impact
of Covid
-
19 on the Group’s longer
-
term operational and fin
ancial
performance will depend o
n future developments, many of whi
ch are outside its control, including the
dura
tion and
spread of Covid
-
19 and related travel advisories and restric
tions, the impact of Covid
-
19 on ove
rall long
-
term demand
for air travel, the impact of Covid
-
19 on the financial health and operations of the Group’s b
usiness partners (particularly
Boeing), and future governmental a
ctions, all of which are highly uncertain and cannot be predicted.
The Group
too
k
a number of actions in response to decreas
ed demand and EU flight restri
ctions, including
grounding a substantial portion of its flee
t, red
u
cing flight schedules and reducing capital and operating exp
enditures
(including by postponing
projects deemed non
-
critical to the Group's operations, can
celling share buybacks,
implementing restructuring
s, controlling
discretionar
y spending, and renegoti
ating
contractual terms and conditions
(including salaries) with personnel, ai
rports
, aircraft su
ppliers
and vendors.
In response to Russia’s in
vasion of Ukraine in February
2022, the E.U., the U.K. and the U.S. int
roduced extensive
sanctions on Russia (as well as Belarus for its role in Russia’s invasion) comprise
d of targeted restrictive measures on
certain individuals
and entit
ies, export controls, restrictions on economic relati
ons, trade and financial restrictions.
T
he
Sanctions have had, and are expected to continue to have,
a significant disruptive effect on global markets, including oil
and gas
markets,
accessib
ili
ty o
f airports and associated travel routes,
as well as supply chains, including aircraft
components. Geopoliti
cal events may lead to further in
stability across Europe and worldwid
e. This has resulted in price
increases of goods and services globally that
may affect Ryanair whi
ch has exposure, either directly or indirectly, to
certain raw materials, inclu
ding steel and titanium used for
aircraft it purchases and jet fuel.
The Directors have rev
iewed the financial fore
casts across a range of scena
rios. Ryan
air has modeled
a base
case assum
ing
th
e G
roup o
perate
s
approximate
ly
115%
of its pre Covi
d
-
19 schedules
in summer 2022 and
forecasts
traffic
of
165
m g
uests in
fiscal year 2023
. However, there remains a risk that multip
le waves of the pandemic
could lead
t
o further travel restrictions being imp
osed
and/or worsening conditions resulting from the invasion of Ukraine.
Accordingly, Ryanair has also modeled downside scenarios
that
include combin
ations o
f a decrease in yield, additional
grounding periods, adverse
variations in fuel price, and
unfavorable foreign exchange rate movemen
ts.
As at June 30, 2022, the Group h
ad a strong liquidity position with c
ash
of over
€4
.64
bn and
n
et debt of
€0.4
bn,
down approximately
€1.05
bn
from M
arch 31, 2022. The Group raised
€1.2
bn in unsecured
5-
ye
ar financing at a fixed
coupon of
0.875%
in May 2
021 and has the ability to raise additi
onal financing at low interest rates if needed. This level
of cash, together with available sources of fin
ance, is sufficient to cover the Gro
up’s projected cash requirements for
operating expenses, capital expenditure (prim
arily related to the acquisition of new Boeing 737
-
8200 aircraft),
repayments of indebtednes
s and payment of corporation tax liabilities a
s they fall due, within at least the next 12
-month
period. Furthermore, as at July 21, 20
22, Ryanair has
443
unencumbered, owned aircraft (
92%
of its owned fleet) and a
BBB (stable) credit rating (from both Stand
ard & Poor’s and Fitch Ratings).
162
Based on
the assessment of the adequa
cy of the financial forecasts, testing variou
s scenarios and considering
the uncertainties descr
ibed above, and current funding
facilities outlined, the Directors have f
ormed a judgement, at the
time of approving the fin
ancial statements, th
at there is a reasonable expe
ctation that the Company and the
Group as a
whole have adequate resou
rces to continue in operational existen
ce for a period of at least twelve months fr
om the date
of approval of the financial
statements and that t
h
ere were no material un
certainties that may cast signifi
cant doubt on
the Group’s ability to continu
e as a going concern. For this reason, they continue to adopt the going
concern basis in
preparing the financial statements.
(iv) New IFRS standards ado
pted during the year
The following new and amended standards, have been issued by the IASB, and have also been endorsed
by the EU. These standards are effective for the first time for the financial year beginning on April 1, 2021 and therefore
were applied by the Group for the
first time to the fiscal year 2022 consolidated financial statemen
ts:
Amendments to IFRS 4 Insurance Contracts
Deferral of IFRS 9 (effective on or after January 1, 202
1).
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and I
FRS 16 Interest Rate Benchmar
k Reform
Phase 2 (effective on
or after January 1, 2021).
Amendment to IFRS 16 Leases
C
ovid
-
19 Related Rent Concessions Beyond June 30
, 2021
(effective on or after
April 1,
2021).
The adoption of these new or amended standards did not have a
material impact on the Group’s financial position o
r
results from operations in the year ended M
arch 31, 2022.
(v) Prospective IFRS account
ing changes, new standards and interpretations not yet effective
The following new or revised IFRS standards and IF
RIC interpretations will be adopted for the purposes of the
preparation of future financial statements
, where applicable. Those that are not
,
as of yet
,
EU endorsed ar
e flagged.
While under review, we do not anticipate that the adoption of the other new or
revised standards and interpreta
tions w
ill
have a material impact on our financial position or resu
lts from operations.
Annual Improvements 2018
-
2
020 (effective on or after January 1, 2022).
Amendments to IAS 37 Provisions, Contingent Li
abilities and Co
ntingent Asset
s: Onerous Contracts
C
ost of
Fulfilling a Contract (effecti
ve for on or after January 1, 2022).
Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intend
ed Use (effective on or
after January
1, 2022).
Amendments to
IFRS 3 Business Combinations: Reference to the Conceptual Framework (effective on or after
January 1, 2022).
Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and
Liabilities arising from a Single
Transaction (effective on or
after January
1, 2023)
*
Amendments to IAS 8 Accounting Poli
cies, Changes in Accounting Estimat
es and Errors: Definition of
Accounting
Estimates (effective on or after Janu
ary 1, 2023).
Amendments to IAS 1 Presentation of Financ
ial Statements and IFRS Practice Statem
ent 2 Making
M
ateriality
Judgments: Disclosure
of Accounting policies (effective on or after January 1, 2023).
RY
ANAIR GROUP ANNUAL REPOR
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02
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164
163
163
Amendments to IAS 1 Presentation of Financial Statements: Classification of Lia
bilities as Current or
Non
-current
and Classification of Liabilit
ies as Curren
t or Non
-current
Deferral of Effe
ctive Date
(effective on or af
ter January
1, 2023)
*
IFRS 17 Insurance Contracts (effective on or after January 1, 202
3).
Amendments to IFRS 17 Insurance contracts: Initial
Application of IFRS 17 and
IFRS 9
Comparative
Information
(effective on or after January 1, 2
023)
*
*These st
andard
s or amendm
ents to
standard
s are not as
of yet EU endorsed
.
(vi) Critical accounting policies
The preparation of financial statements in conformity with IFRS
requires management to make judg
ements,
estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income
and expenses. These estimates and ass
ociated assumptions are based on histori
cal
experien
ce and
various other
factors believed to be reasonable under the circum
stances, and the results of such estimates form the b
asis of
judgements about carrying
values of assets and liabilities that are not readily appar
ent from other sources. Actual results
could
differ materi
ally from these estimates. These underlying assumptions are reviewed on an ongo
ing basis. A revision
to an accounting estimate is recognized
in the period in which the estimate is revised if the revision affects only that
period or in the peri
od of the revision and futur
e periods if these are also affected. Principal sources of estimation
uncertainty have been set forth in the critical accou
nting policies section below. Actual results may differ from
estimates.
The Group believes that its crit
ical accounting policies, which are those that require management’s mos
t
difficult, subjective, and c
omplex judgements, are thos
e described in this section. T
hese critical accounting policies,
the
judgements and other uncertainties affec
ting application of
thes
e policies and the sensitivity of rep
orted results to
changes in conditions and assumptions are factors to be considered in reviewing the consolidated financial statements.
Long-
lived assets
At March 31, 2022, 2021 and 2020, the Group had
€9.10
bn,
€8.36
bn and
€9.
44
bn of property, plant and
equipment long
-
lived assets, of which
€8.93
bn,
€8.19
bn and
€9.27
bn were aircraft, respectively. In accountin
g for long
-
lived assets, the Group must make estimates about the expected useful lives of the assets, the
expected residual values
of the assets, and the cost of major airframe and engine overhaul.
In determining the useful lives and expected residu
al values of the aircraft, and the cost of major airframe and
engine overhaul, the Group has b
ased the estimate
s on a range of factors and assumptions, including
its o
wn historic
experience and past practices of air
craft disposal and renewal programm
es, forecasted growth plans,
external
valuations from independent ap
praisers, recommendations from the aircraft suppl
ier and manufacturer and other
industry available informati
on.
The Group's estimate of each Boeing 737 aircraft’s residual value (including the
61
new Boeing 737
-
8200 aircraft
delivered during fisc
al year 2022) is
15%
of the current market value of new ai
r
craft, and each aircraft’s useful life is
determined to be 2
3 years
.
Revisions to these estim
ates could be caused by chang
es to maintenance programs, ch
anges in utilization of
the aircraft, governmental regulations on ageing aircraft, changes in new airc
raft technology, changes in g
overnmental
and environmental taxes,
changes in new aircraft fuel efficiency and
changing market prices for new and used aircraft
of the same or similar types. The Group therefore evaluates its estimates and assumptions in each
reportin
g period,
164
and, when warranted, adjus
ts these assumptions. Any
adjustments are accounted for on a p
rospective basis through
depreciation expense.
The Group evaluates,
at the end of each reporting peri
od, whether there is any
indication that its lo
ng
-
lived assets
may be impaired. Fa
ctors that may indicate potenti
al impairment include, but are
not limited to, significant d
ecrease in
the market value of an
aircraft based on observ
able information, a signifi
cant change in an aircraft’s physica
l conditi
on
and operating or cash flow losses associated wi
th the use of the airc
raft.
Derivative finan
cial instrum
ents
The Group uses various de
rivative financial instrumen
ts to manage its exposure to mar
ket risks, including the
risks relating to fluctuations in
commodity prices and curren
cy exchange rates. Ryanair uses forward contracts for the
purchase of its jet fuel (jet kerosene) and carbon credit (Emission Trading Scheme) requirements to reduce its exposure
to commodity price risk. It also uses foreign curr
ency forward c
ontracts and options to reduce its exposure to risks
related to foreign
currencies, principally the U.S. d
ollar exposure associated
with the purchase of new B
oeing 737 aircraft
and the U.S. dollar exposure associated with the purch
ase of jet
fuel.
The Group recognizes all deriva
tive instruments as either assets or liabilities in its consolidated
balance sheet
and measures them at fair value. At March 31, 20
22, a
net asset of
€1.2
bn (2021: net liability
€46
m) was recognized on
balance sheet in
respe
ct o
f the Group’s
jet fuel forward contracts, jet fuel options, foreign currency derivative inst
ruments
associated with futur
e jet fuel purchases and
carbon credits and a net asse
t of
€330
m (2021: net asset
€171
m) was
recognized in respect of its fore
ign curr
ency derivative instruments asso
ciated with future aircraft purchases.
In determining the hedge effectiveness of derivative instruments used
to hedge
Ryanair’s fuel requirements,
there is significant judgement involv
ed in assessing whether the volu
mes of jet fuel hedg
ed are still expected to be highly
probable forecast trans
actions. Specifically, signifi
cant judgement is requir
ed in respect of the assu
mptions related to
the expected recovery of p
assenger demand and the
subsequent flight schedules fo
llowing the
Covid
-
19 pandemic
along with the potential for travel restrictions to be reimposed. All of these assump
tions impact upon forecast fuel
consumption, and mino
r changes to these assump
tions could have a significa
nt effect on the assessme
nt of hedg
e
effectiveness.
In respect of foreign currency hedge effectiveness for future aircraft purchases, there is a high degree of
judgement involved in asse
ssing whether the future aircraft payments are still considered
highly probable of occurring,
and the tim
ing of these future payments for aircraft. The timing of future payments for aircraft is dependent on the
aircraft manufacturer’
s ability to meet forecast aircraft delivery schedules.
As at March 31, 2022 the
Group had entered int
o forward jet fuel hedging
contracts covering app
roximately
65%
of its estimated requireme
nts for fiscal year 2023 and approximately
5%
of its estimated requirements for fiscal year
2024. The Group believes these hedg
es to be effective for hedge accounting purposes.
(vii) Basis of
consolidation
The consolidated financial statements compr
ise the financial statements of Ryanair Holdings plc and its
subsidiary undertakings as
of March 31, 2022. Subsidiaries are entities c
ontrolled by Ryanair. Control exists
when
Ryanair is
exposed or has rights to variable returns fro
m its involvement with the investee and has the ability to affect
those returns through its power over the in
vestee.
All inter
-
company account balances and any unrealized in
come or expenses arising from intra
-g
ro
up
transactions have been eliminated in p
reparing the consolidated financial statem
ents.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
164
163
Amendments to IAS 1 Presentation of Financial Statements: Classification of Lia
bilities as Current or
Non
-current
and Classification of Liabilit
ies as Curren
t or Non
-current
Deferral of Effe
ctive Date
(effective on or af
ter January
1, 2023)
*
IFRS 17 Insurance Contracts (effective on or after January 1, 202
3).
Amendments to IFRS 17 Insurance contracts: Initial
Application of IFRS 17 and
IFRS 9
Comparative
Information
(effective on or after January 1, 2
023)
*
*These st
andard
s or amendm
ents to
standard
s are not as
of yet EU endorsed
.
(vi) Critical accounting policies
The preparation of financial statements in conformity with IFRS
requires management to make judg
ements,
estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income
and expenses. These estimates and ass
ociated assumptions are based on histori
cal
experien
ce and
various other
factors believed to be reasonable under the circum
stances, and the results of such estimates form the b
asis of
judgements about carrying
values of assets and liabilities that are not readily appar
ent from other sources. Actual results
could
differ materi
ally
from these estimates. T
hese underlying assumptions are reviewed on an ongoing b
asis. A revision
to an accounting estimate is recognized
in the period in which the estimate is revised if the revision affects only that
period or in the peri
od of the revision and futur
e periods if these are also affected. Principal sources of estimation
uncertainty have been set forth in the critical accou
nting policies section below. Actual results may differ from
estimates.
The Group believes that its crit
ical accounting policies, which are those that require management’s mos
t
difficult, subjective, and c
omplex judgements, are thos
e described in this section. T
hese critical accounting policies,
the
judgements and other uncertainties affec
ting application of
thes
e policies and the sensitivity of rep
orted results to
changes in conditions and assumptions are factors to be considered in reviewing the consolidated financial statements.
Long-
lived assets
At March 31, 2022, 2021 and 2020, the Group had
€9.10
bn
,
€8.36
bn and
€9.44
bn of property,
plant and
equipment long
-
lived assets, of which
€8.93
bn,
€8.19
bn and
€9.27
bn were aircraft, respectively. In accountin
g for long
-
lived assets, the Group must make estimates about the expected useful lives of the assets, the
expected residual values
of the assets, and the cost of major airframe and engine overhaul.
In determining the useful lives and expected residu
al values of the aircraft, and the cost of major airframe and
engine overhaul, the Group has b
ased the estimate
s on a range of factors and assumptions, including
its o
wn historic
experience and past practices of air
craft disposal and renewal programm
es, forecasted growth plans,
external
valuations from independent ap
praisers, recommendations from the aircraft suppl
ier and manufacturer and other
industry available informati
on.
The Group's estimate of each Boeing 737 aircraft’s residual value (including the
61
new Boeing 737
-
8200 aircraft
delivered during fisc
al year 2022) is
15%
of the current market value of new ai
r
craft, and each aircraft’s usefu
l life is
determined to be 2
3 years
.
Revisions to these estim
ates could be caused by chang
es to maintenance programs, ch
anges in utilization of
the aircraft, governmental regulations on ageing aircraft, changes in new airc
raft technology, changes in g
overnmental
and environmental taxes,
changes in new aircraft fuel efficiency and
changing market prices for new and used aircraft
of the same or similar types. The Group therefore evaluates its estimates and assumptions in each
rep
orting period,
164
and, when warranted, adjus
ts these assumptions. Any
adjustments are accounted for on a p
rospective basis through
depreciation expense.
The Group evaluates,
at the end of each reporting peri
od, whether there is any
indication that its lo
ng
-
lived assets
may be impaired. Fa
ctors that may indicate potenti
al impairment include, but are
not limited to, significant d
ecrease in
the market value of an
aircraft based on observ
able information, a signifi
cant change in an aircraft’s physica
l conditi
on
and operating or cash flow losses associated wi
th the use of the airc
raft.
Derivative finan
cial instrum
ents
The Group uses various de
rivative financial instrumen
ts to manage its exposure
to market risks, including th
e
risks relating to fluctuations in
commodity prices and curren
cy exchange rates. Ryanair uses forward contracts for the
purchase of its jet fuel (jet kerosene) and carbon credit (Emission Trading Scheme) requirements to reduce its exposure
to commodity price risk. It also uses foreign curr
ency forward c
ontracts and options to reduce its exposure to risks
related to foreign
currencies, principally the U.S. d
ollar exposure associated
with the purchase of new B
oeing 737 aircraft
and the U.S. dollar exposure associated with the purch
ase of jet
fuel.
The Group recognizes all d
erivative instruments as either assets or liabilities in it
s consolidated balance sheet
and measures them at fair value. At March 31, 20
22, a
net asset of
€1.2
bn (2021: net liability
€46
m) was recognized on
balance sheet in
respect of the G
roup’s jet fuel forward contracts, jet fuel options, foreign currency deriv
ative instruments
associated with futur
e jet fuel purchases and
carbon credits and a net asse
t of
€330
m (2021: net asset
€171
m) was
recognized in respect of its fore
ign curr
ency derivative instruments asso
ciated with future aircraft purchases.
In determining the hedge effectiveness of derivative instruments used
to hedge
Ryanair’s fuel requirements,
there is significant judgement involv
ed in assessing whether the volumes of jet fuel h
edged are still expected to be highly
probable forecast trans
actions. Specifically, signifi
cant judgement is requir
ed in respect of the assum
ptions related to
the expected recovery of p
assenger demand and the
subsequent flight schedules fo
llowing the
Covid
-
19 pandemic
along with the potential for travel restrictions to be reimposed. All of these assump
tions impact upon forecast fuel
consumption, and mino
r changes to these assump
tions could have a significa
nt effect on the assessme
nt of hedg
e
effectiveness.
In respect of foreign currency hedge effectiveness for future aircraft purchase
s, there is a high degree
of
judgement involved in assessing
whether the future aircraft payments are still considered highly probable of occurring,
and the tim
ing of these future payments for aircraft. The timing of future payments for aircraft is dependent on the
aircraft manufacturer’
s ability to meet forecast aircraft delivery schedules.
As at March 31, 2022 the
Group had entered int
o forward jet fuel hedging
contracts covering app
roximately
65%
of its estimated requireme
nts for fiscal year 2023 and approximately
5%
of its estimated requirements for fiscal year
2024. The Group believes these hedg
es to be effective for hedge accounting purposes.
(vii) Basis of
consolidation
The consolidated financial statements compr
ise the financial statements of Ryanair Holdings plc and its
subsidiary undertakings as
of March 31, 2022. Subsidiaries are entities c
ontrolled by Ryanair. Control exists
when
Ryanair is
exposed or has righ
ts to variable returns from its involvement with the investee and has the abili
ty to affect
those returns through its power over the in
vestee.
All inter
-
company account b
alances and any unrealized income or expenses arising from intra
-g
r
oup
transactions have been eliminated in p
reparing the consolidated financial statem
ents.
RY
ANAIR GROUP ANNUAL REPOR
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02
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166
165
165
The results of subsidiary undertakings acquired o
r disposed of in the period are included in the consolidated
income statement from th
e date of
acquisi
tion or up to the date of disposal. Upon the ac
quisition of a business, fair
values are attributed to the separable net assets a
cquired.
(v
iii
) Summary of significant accounting policies
Accounting for assets
held for sale
Non
-
current assets are
classified as h
eld for sale if it is hig
hly probable that they will be re
covered primarily
through sale rather than through continu
ing use. Such assets are generally measured at the lower of their carrying
amount and fair value l
ess costs to sell. Impairme
nt losses on initial classific
ation as held for sale or held f
or distribution
and subsequent gains and losses on re
-
m
easurement are recognized in the incom
e statement. Once classified as held
for sale, intangible assets and p
roperty, plant and equipment ar
e no longer amortized or depreciated, and any equity
-
accounted investee is no lo
nger equity accounted.
Accounting for subsidiaries
Subsidiaries are all ent
ities controlled by the Group.
The Group controls an entit
y when it is exposed to (has
rights to) variable returns from its invo
lvement with the entity and has the ability to affect those returns thr
ough its power
over the entity. The results of subsidiary undertakings acquired during the year are included in the co
nsolidated income
statement from the date
at which control of the entity was obtained.
They continue to be included in the consolidated
income statement until control ceases.
Foreign currency transl
ation
Items included in the financial statements of each of the Group entities are
measured using the currency of the
primary economic envi
ronment in which the entity o
perates (the “functional currency”). T
he consolidated financial
statements are presented i
n euro, which is the functional currency of the Group entities.
Transactions arising in fore
ign currencies are translated into the resp
ective functional currenci
es at the rates of
exchange in effect at the dates of the trans
actions. Monetary assets and liabili
ties denominated in foreign currencies
are re
-translated
to euro
at the rate
of exchange prevailing at the
reporting date
.
Non
-
mone
tary assets and liabilities
denominated in foreign
currencies are translated to euro at foreign
exchange rates in effect at the dates the tra
nsactions
were affected. Foreign currency differences arising
on retranslation are recog
nized in profit or loss, except for
differences arising on quali
fying cash
-
flow hedges, whi
ch are recognized in other comprehensive incom
e.
Segment reporting
The Group determines and presents operating segm
ents based on the information that is provided internally to
the Group CEO, who is the Chief Operating Decisi
on Maker (CODM). The Group currently comprises
f
our
key sep
arate
airlines, Buzz, Lauda, Malta Air a
nd Ryanair DAC. Ryanair U.K.
(
a subsidiary of Ryan
air DAC)
has only
eight
aircraft on its
register at this time and is included in the Ryanair DAC
segment.
The CODM assessed the performan
ce of the business based on the profit/(loss) a
fter tax of each airl
ine for the
reporting period. Resourc
e allocation decisions for all
airlines are based on airline
performance for the relevant p
eriod
.
T
he objective in making resource allocation de
cisions is to optimize consolidated financial results.
In fiscal year 2022, Ryanair DAC and Malta Air are reportable segments for finan
cial reporting purposes. Buzz
and Lauda do not ex
ceed the quantitative thre
sholds for reporting purposes and
accordingly have been presen
ted on an
aggregate basis.
166
Income statement clas
sification and presentation
Individual income statement captions have been presented on the face of the income statement, toge
ther with
addition
al line item
s, headings, and sub
-
totals, where it is determin
ed that such presen
tation is relevant to an
understanding of our financ
ial performance, in accordance with IAS 1, “Presen
tation of Financial Statements”.
Expenses are classified and presented in
accordance with the nature
-
of
-
expenses method.
Property, plant and equip
m
ent
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less
accumulated depreciation
and accumulated impairment losses. Cost i
ncludes expend
iture that is directly attributable
to the acquisition of the asset. Cost may also include transfers from othe
r comprehensive income of any gain or loss
on qualifying cash
-
fl
ow
hedges of foreign curren
cy purchases of property, plant and equip
ment.
Borrowing costs direc
tly attributable to the acquisiti
on or construction of qualif
ying assets, which are asset
s
that necessarily take a sub
stantial period of time
to get ready for their intended
use, are capitalized, until s
uch time as
the assets a
re substantially ready for their intended use. Investment income ear
ned on the temporary investment of
specific borrowings pending their exp
enditure on qualifying assets is deducted from the borrow
ing costs eligible for
capitalization.
Depreciation is ca
lculated so as to write off the cost, less estimated residual value, of assets on a
straight
-line
basis over their expected usefu
l lives at the following annual rates:
Rate
of
Depreciation
Hangar and buildings
3.33
to
5
%
Plant and
equipment
(excluding aircraft)
20
to
33.
3
%
Fixtures and fitti
ngs
20
%
Moto
r vehicles
33.3
%
Aircraft are depre
ciated on a straight
-
line basis over t
heir estimated useful lives
to estimated residual
values.
The estimates of useful lives and
residual values at year
-
end are:
Number
of
Own
ed
Aircraft
Aircraft
Typ
e
at
March
31,
2022
Useful
Life
Residual
Valu
e
Boeing 737s *
471
(a)
23 years
from
dat
e of
manufacture
15%
of current m
arket value
of
new aircraft, determined
periodically
*Including
61
new B737
-
8200s
(a)
The
Group operated
500
aircr
aft as o
f
March 31, 20
22
, of which
29 wer
e leas
ed Airb
us A32
0 airc
raft.
The Company’s estimate of
the recoverable amount of aircraft res
idual values is
15%
of c
urrent marke
t value of
new aircraft, determined periodically, based on independ
ent valuations and actual aircraft disposals during prior periods.
An element of the cost of an acquired aircraft is attributed on acquisiti
on to it
s service potential, re
flecting
the
maintenance condition
of its engines and airframe. T
his cost, which can equate
to a substantial element of the total
aircraft cost, is amortized over the shorter of the peri
od to the next maintenance check (usually between
8 and
12 years
for B
oeing 737 aircraft) or the remaining life of the
aircraft. The costs of subsequent major airframe and engine
RY
ANAIR GROUP ANNUAL REPOR
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166
165
The results of subsidiary undertakings acquired o
r disposed of in the period are included in the consolidated
income statement from th
e date of
acquisi
tion or up to the date of disposal. Upon the ac
quisition of a business, fair
values are attributed to the separable net assets a
cquired.
(v
iii
) Summary of significant accounting policies
Accounting for assets
held for sale
Non
-
current assets are
classified as h
eld for sale if it is hig
hly probable that they will be re
covered primarily
through sale rather than through continu
ing use. Such assets are generally measured at the lower of their carrying
amount and fair value l
ess costs to sell. Impairme
nt losses on initial classific
ation as held for sale or held f
or distribution
and subsequent gains and losses on re
-
m
easurement are recognized in the incom
e statement. Once classified as held
for sale, intangible assets and p
roperty, plant and equipment ar
e no longer amortized or depreciated, and any equity
-
accounted investee is no lo
nger equity accounted.
Accounting for subsidiaries
Subsidiaries are all ent
ities controlled by the Group.
The Group controls an entit
y when it is exposed to (has
rights to) variable returns fr
om its involvement with the entity and has the ability to affect those returns thr
ough its power
over the entity. The results of subsidiary undertakings acquired during the year are included in the co
nsolidated income
statement from the date
at which control of the entity was obtained.
They continue to be included in the consolidated
income statement until control ceases.
Foreign currency transl
ation
Items included in the financial statements of each of the Group entities are
measured using the currency of the
primary economic envi
ronment in which the entity o
perates (the “functional currency”). T
he consolidated financial
statements are presented i
n euro, which is the functional currency of the Group entities.
Transactions arising in fore
ign currencies are translated
into the respective functional currenci
es at the rates of
exchange in effect at the dates of the trans
actions. Monetary assets and liabili
ties denominated in foreign currencies
are re
-translated
to euro
at the rate
of exchange prevailing at the
reporting date
.
Non
-
mone
tary assets and liabilities
denominated in foreign
currencies are translated to euro at foreign
exchange rates in effect at the dates the tra
nsactions
were affected. Foreign currency differences arising
on retranslation are recog
nized in profit or loss, except for
differences arising on quali
fying cash
-
flow hedges, whi
ch are recognized in other comprehensive incom
e.
Segment reporting
The Group determines and presents operating segm
ents based on the information that is provided internally to
the Group CEO, who is the Chief Operating Decisi
on Maker (CODM). The Group currently comprises
f
our
key sep
arate
airlines, Buzz, Lauda, Malta Air a
nd Ryanair DAC. Ryanair U.K.
(
a subsidiary of Ryan
air DAC)
has only
eight
aircraft on its
register at this time and is included in the Ryanair DAC
segment.
The CODM assessed the performan
ce of the business based on the profit/(loss) a
fter tax of each airl
ine for the
reporting period. Resourc
e allocation decisions for all
airlines are based on airline
performance for the relevant p
eriod
.
T
he objective in making resource allocation de
cisions is to optimize consolidated financial results.
In fiscal year 2022, Ryanair DAC and Malta Air are reportable segments for finan
cial reporting purposes. Buzz
and Lauda do not ex
ceed the quantitative thre
sholds for reporting purposes and
accordingly have been presen
ted on an
aggregate basis.
166
Income statement clas
sification and presentation
Individual income statement captions have been presented on the face of the income statement, toge
ther with
addition
al line item
s, headings, and sub
-
totals, where it is determin
ed that such presen
tation is relevant to an
understanding of our financ
ial performance, in accordance with IAS 1, “Presen
tation of Financial Statements”.
Expenses are classified and presented in
accordance with the nature
-
of
-
expenses method.
Property, plant and equip
m
ent
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less
accumulated depreciation
and accumulated impairment losses. Cost i
ncludes expend
iture that is directly attributable
to the acquisition of the asset. Cost may also include transfers from othe
r comprehensive income of any gain or loss
on qualifying cash
-
flow hed
ges of foreign currency purchases of property, plant and equip
ment.
Borrowing costs direc
tly attributable to the acquisiti
on or construction of qualif
ying assets, which are asset
s
that necessarily take a sub
stantial period of time to g
et ready for their intended use, are
capitalized, until such time as
the assets a
re substantially ready for their intended use. Investment income ear
ned on the temporary investment of
specific borrowings pending their exp
enditure on qualifying assets is deducted from the borrow
ing costs eligible for
capitalization.
Depreciation is calculated so as to write off the cost, less estimated residual value, of assets on a straight
-
line
basis over their expected usefu
l lives at the following annual rates:
Rate
of
Depreciation
Hangar and buildings
3.33
to
5
%
Plant and
equipment
(excluding aircraft)
20
to
33.
3
%
Fixtures and fitti
ngs
20
%
Moto
r vehicles
33.3
%
Aircraft are depre
ciated on a straight
-
line basis over t
heir estimated useful lives
to estimated residual
values.
The estimates of useful lives and
residual values at year
-
end are:
Number
of
Own
ed
Aircraft
Aircraft
Typ
e
at
March
31,
2022
Useful
Life
Residual
Valu
e
Boeing 737s *
471
(a)
23 years
from
dat
e of
manufacture
15%
of current m
arket value of
new aircraft, determined
periodically
*Including
61
new B737
-
8200s
(a)
The
Group operated
500
aircra
ft as of
March 31, 20
22
, of which
29 wer
e leas
ed Airbu
s A320 airc
raft.
The Company’s estimate of
the recoverable amount of aircraft res
idual values is
15%
of current market value of
new aircraft, determined periodically, based on independ
ent valuations and actual aircraft disposals during prior periods.
An element of the cost of an acquired aircraft is attributed on acquisition to its service potential, re
flecting the
maintenance condition
of its engines and airframe. T
his cost, which can equate
to a substantial element of the total
aircraft cost, is amortized over the shorter of the peri
od to the next maintenance check (usually between
8 and
12 years
for B
oeing 737 aircraft) or the remaining life of the aircraft. The costs of subsequent major ai
rframe and eng
ine
RY
ANAIR GROUP ANNUAL REPOR
T 2
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2
168
167
167
maintenance checks are capitalized and amortized over the shorter of the period to the next check
or the remaining life
of the aircraft.
Advance and option payments in respect of aircraft purchase commitments and
options to ac
quire aircraft are
recorded at cost and are initially recognized in Trade Payables prior to payment. On
acquisition of the related aircraft,
these payments are in
clude
d as part of the cost
of aircraft and are depreciated from that date. Where
the
Company
receives reimbursemen
ts from the supplier they are reflected as a reduction in the cost of the asset.
Rotable spare parts held b
y the Company are classified
as property, p
lant and equipment if they
are expected to
be used over more than one period.
Gains and losses on disposal of items of property, plant and equipment are de
termined by comparing the
proceeds from dispos
al with the carrying amount of pr
operty, plant and e
quipment, and are r
ecognized on a
net basis
within other income/(expen
ses) in profit or loss.
Aircraft maintenance costs
The accounting for the cost of providing major airframe and
certain engine maintenance checks for owned
aircraft is described in the
accounting policy for property, plant and equipment.
For aircraft held under lease ag
reements, Ryanair is contractually commi
tted to either return the aircraft in a
certain condition or to co
mpensate the lessor based on the actual condition of
the airfram
e, engines and life
-limit
ed
parts upon return. In order to fulfill such conditions of the lease, maintenan
ce, in the form of major ai
rframe overhau
l,
engine maintenance check
s, and restitution of major life
-
limited parts, is required to be performed
during
the period of
the lease and upon return of the aircraft to the lessor. The estimated airframe and engine m
aintenance costs and the
costs associated with the r
estitution of major life
-
limited parts, are accrued and ch
arged to profit or loss over the lease
term for this cont
ractual obligation, based
on the present value of the estim
ated future cost of the maj
or airframe
overhaul, engine maintenan
ce checks, and restitution of major life
-
limited parts, calculated by reference to the nu
mber
of hours flown or cy
cles operated during the year. La
uda’s A320 lease agreements typic
ally have a term of up to five
years which, due to their older age, aligns with the timi
ng of their heavy maintenance checks.
All other maintenance costs, other than major airframe
overhau
l, engine maintenance checks, and restitution of
major life
-
limited parts
costs associated with leased aircraft, are expensed as incu
rred.
Intangible assets
-
la
nding rig
hts
Intangible assets acquir
ed are recognized to the e
xtent it is considered probabl
e that expec
ted future benefits
will flow to the Company and the associated costs can be measured reliably. Landing rights acquired as part of a
business combination are capitalized at fair value at that date and are not amortiz
ed, where those rights are c
onsidered
to be indefinite. The carry
ing values of those righ
ts are reviewed for impairment at
each reporting date and ar
e subject
to impairment testing when events or changes in cir
cumstances indicate that carrying values may not be rec
overable.
No
impairment to the carry
ing values of the Company’s intangible assets h
as been recorded to date.
Other financial assets
Other financial assets comprise cash deposits of greater than three months’
maturity. All
amounts are
categorized as amorti
zed cost and are re
cognized initially at fair valu
e and then subsequently are measu
red at amortized
cost, using the effective interest m
ethod in the balance sheet.
168
Derivative finan
cial instrum
ents
Ryanair is exposed to mar
ket risks relating to fluctu
ations in commo
dity prices, interest rates
and currency
exchange rates. The
objective of financial risk man
agement at Ryanair is to mini
mize the impact of
commodity price,
interest rate and foreign exchange rate flu
ctuations on the Company’s earnings, cash flows and equi
ty.
To manage these risks, Ryanair uses various derivative financial instruments, in
cluding interest rate swaps,
foreign currency f
orward contracts
,
options
and commodity c
ontracts. These derivative finan
cial instruments are
generally held to maturity.
The
Company ente
rs into these arrangements
with the goal of hedging its operationa
l and
balance sheet risk. Howe
ver, Ryanair’s exposure to comm
odity price, interest rate and
currency exchange rate
fluctuations cannot be neut
ralized completely.
Derivative fina
ncial instrum
ents are recognized in
itially at fair value. Subsequent
to initial recognition, derivativ
e
financial instruments c
ontinue to be re
-
me
asured to fair value,
and changes therein are
accounted for as described
below. The derivative finan
cial instr
uments ent
ered into by the Group are not subject t
o offsetting, enforceable master
netting arrangements.
The fair value of interest rate swaps is computed by discounting the projected cash flows on the Company’s
swap arrangements to pre
sent value
using an appro
priate market rate of interest. The fair value of forward foreig
n
exchange contracts and
commodity contracts is deter
mined based on the prese
nt value of the quoted f
orward price.
The credit quality of Ryanair and
counterparties are considered
in setti
ng fair valu
e. Recognition of any resultant gain or
loss depends on the nature of the item being hedged.
The Group has elected not to adopt the new general h
edge accounting model in IFRS 9 and continu
es to hedge
account in accordance with
IAS 39. Where a derivative financi
al instrument is designated as a hedge of the variability in
cash flows of a recogni
zed asset or liability or a highl
y probable forecasted tr
ansaction, the effective part
of any gain or
loss on the derivative financial instrument
is recognized in other comprehensive income (included in “other re
serves” on
the balance sheet). When the hedged forecasted transa
ction results in the recognition of a non
-
financial asset or liability,
the cumulative gain or loss is removed fr
om other comp
rehensive income
and included in the initial meas
urement of
that asset or liability. Otherwise, the cumulative gain
or lo
ss is removed from other comprehens
ive income and
recognized in the income statement at the same time as the hedged transaction. The in
effective part of any hedging
transaction and the gain or loss thereon is recognized i
n the income statement immediately.
When a hedging instrument or hedge relationship is terminated but the u
nderlying hedged transaction is still
expected to occur, the cu
m
ulative gain or loss at that point remains in
other comprehensive income and is r
ecognized
in accordance with the ab
ove policy when the transac
tion occurs. If the hedged t
ransaction is no longer expected t
o
take place, the cumulative u
nrealized gain or lo
ss rec
ognized in other comprehensi
ve income is recognized in the income
statement immediately.
Where a derivative fin
ancial instrument hedges the
changes in fair value of a re
cognized asset or liability or a
n
unrecognized firm commi
tment, any gain or loss
on the hedging instrument is re
cognized in the income statem
ent. The
hedged item is also stated
at fair value in respect of th
e risk being hedged, with any gain or
loss also being recognized
in the income statement.
Inventories
Inventories are stated at the lower of cost and net realiz
able value. Cost is based on invoiced price on an average
basis for all stock categories. Net realizable value is c
alculated as the estimated selling price arising in the ordinary
course of business, net of estimated selling
costs.
RY
ANAIR GROUP ANNUAL REPOR
T 2
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2
168
167
maintenance checks are capitalized and amortized over the shorter of the period to the next check
or the remaining life
of the aircraft.
Advance and option payments in respect of aircraft purchase commitments and
options to ac
quire aircraft are
recorded at cost and are initially recognized in Trade Payables prior to payment. On
acquisition of the related aircraft,
these payments are in
clude
d as part of the cost
of aircraft and are depreciated from that date. Where
the
Company
receives reimbursemen
ts from the supplier they are reflected as a reduction in the cost of the asset.
Rotable spare parts held b
y the Company are classified
as property, p
lant and equipment if they
are expected to
be used over more than one period.
Gains and losses on disposal of items of property, plant and equipment are de
termined by comparing the
proceeds from dispos
al with the carrying amount of pr
operty, plant and e
quipment, and are r
ecognized on a
net basis
within other income/(expen
ses) in profit or loss.
Aircraft maintenance costs
The accounting for the cost of providing major airframe and
certain engine maintenance checks for owned
aircraft is described in the
accounting policy for property, plant and equipment.
For aircraft held under lease ag
reements, Ryanair is contractually commi
tted to either return the aircraft in a
certain condition or to co
mpensate the lessor based on the actual condition of
the airfram
e, engines and life
-limit
ed
parts upon return. In order to fulfill such conditions of the lease, maintenan
ce, in the form of major ai
rframe overhau
l,
engine maintenance check
s, and restitution of major life
-
limited parts, is required to be performed
during
the period of
the lease and upon return of the aircraft to the lessor. The estimated airframe and engine m
aintenance costs and the
costs associated with the r
estitution of major life
-
limited parts, are accrued and ch
arged to profit or loss over the lease
term for this cont
ractual obligation, based
on the present value of the estim
ated future cost of the maj
or airframe
overhaul, engine maintenan
ce checks, and restitution of major life
-
limited parts, calculated by reference to the nu
mber
of hours flown or cy
cles operated during the year. La
uda’s A320 lease agreements typic
ally have a term of up to five
years which, due to their older age, aligns with the timi
ng of their heavy maintenance checks.
All other maintenance costs, other than major airframe
overhau
l, engine maintenance checks, and restitution of
major life
-
limited parts
costs associated with leased aircraft, are expensed as incu
rred.
Intangible assets
-
la
nding rig
hts
Intangible assets acquir
ed are recognized to the e
xtent it is considered probabl
e that expec
ted future benefits
will flow to the Company and the associated costs can be measured reliably. Landing rights acquired as part of a
business combination are capitalized at fair value at that date and are not amortiz
ed, where those rights are c
onsidered
to be indefinite. The carry
ing values of those righ
ts are reviewed for impairment at
each reporting date and ar
e subject
to impairment testing when events or changes in cir
cumstances indicate that carrying values may not be rec
overable.
No
impairment to the carry
ing values of the Company’s intangible assets h
as been recorded to date.
Other financial assets
Other financial assets comprise cash deposits of greater than three months’
maturity. All
amounts are
categorized as amorti
zed cost and are re
cognized initially at fair valu
e and then subsequently are measu
red at amortized
cost, using the effective interest m
ethod in the balance sheet.
168
Derivative finan
cial instrum
ents
Ryanair is exposed to mar
ket risks relating to fluctu
ations in commo
dity prices, interest rates
and currency
exchange rates. The
objective of financial risk man
agement at Ryanair is to mini
mize the impact of
commodity price,
interest rate and foreign exchange rate flu
ctuations on the Company’s earnings, cash flows and equi
ty.
To manage these risks, Ryanair uses various derivative financial instruments, in
cluding interest rate swaps,
foreign currency f
orward contracts
, op
tions
and commodity c
ontracts. These derivative finan
cial instruments are
generally held to maturity.
The
Company ente
rs into these arrangements
with the goal of hedging its operationa
l and
balance sheet risk. Howe
ver, Ryanair’s exposure to comm
odity price, interest rate and
currency exchange rate
fluctuations cannot be neut
ralized completely.
Derivative fina
nci
al instruments are recognized in
itially at fair value. Subsequent
to initial recognition, derivativ
e
financial instruments c
ontinue to be re
-
me
asured to fair value,
and changes therein are
accounted for as described
below. The derivative finan
cial instr
uments ent
ered into by the Group are not subject t
o offsetting, enforceable master
netting arrangements.
The fair value of interest rate swaps is computed by discounting the projected cash flows on the Company’s
swap arrangements to pre
sent value
using an appro
priate market rate of interest. The fair value of forward foreig
n
exchange contracts and
commodity contracts is deter
mined based on the prese
nt value of the quoted f
orward price.
The credit quality of Ryanair and
counterparties are considered
in setti
ng fair valu
e. Recognition of any resultant gain or
loss depends on the nature of the item being hedged.
The Group has elected not to adopt the new general h
edge accounting model in IFRS 9 and continu
es to hedge
account in accordance with
IAS 39. Where a derivative financial instrum
ent is designated as a hedge of the variability in
cash flows of a re
cognized asset or liability
or a highly probable forecas
ted transaction, the effe
ctive part of any gain or
loss on the derivative financial instrument
is recognized in other comprehensive income (included in “other re
serves” on
the balance sheet). When the hedged forecasted transa
ction results in the recognition of a non
-
financial asset or liability,
the cumulative gain or loss is removed fr
om other comp
rehensive income
and included in the initial meas
urement of
that asset or liability. Otherwise, the cumulative gain
or lo
ss is removed from other comprehens
ive income and
recognized in the income statement at the same time as the hedged transaction. The in
effective part of any hedging
transaction and the gain or loss thereon is recognized i
n the income statement immediately.
When a hedging instrument or hedge relationship is terminated but the u
nderlying hedged transaction is still
expected to occur, the cum
ulative gain or loss at that point remains in other
comprehensive income and is recogni
zed
in accordance with the ab
ove policy when the transac
tion occurs. If the hedged t
ransaction is no longer expected t
o
take place, the cumulative u
nrealized gain or lo
ss rec
ognized in other comprehensi
ve income is recognized in the income
statement immediately.
Where a derivative fin
ancial instrument hedges the
changes in fair value of a re
cognized asset or liability or a
n
unrecognized firm
commitment, any gain or l
oss
on the hedg
ing instrument is recognized in the in
come statement. The
hedged item is also stated
at fair value in respect of th
e risk being hedged, with any gain or
loss also being recognized
in the income statement.
Inventories
Inventories are stated at the lower of cost and net realizab
le value. Cost is based on invoiced price on an average
basis for all stock categories. Net realizable value is c
alculated as the estimated selling price arising in the ordinary
course of business, net of estimated selling
costs.
RY
ANAIR GROUP ANNUAL REPOR
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2
170
169
169
Trade and other receivabl
e
s and payables
Trade and other re
ceivables and payables are stated
on initial recognition at fair
value plus any incremental
direct costs and subsequently at amortized cost, net
(in the case o
f receivables) of any
impairment loss
es, which
approximates fair value giv
en the short
-
dated nature of these assets and liabilitie
s.
Cash and cash equivalent
s
Cash represents cash held at banks and available on demand and is categorized for measureme
nt purposes as
amortized co
st.
Cash equivalents are
current asset investments (o
ther than cash) that are readily
convertible into known
amounts of cash, typically cash deposits of more than one day but less than three months at the date of purchase.
Deposits with maturities gr
eater
than three m
onths but less than one ye
ar are recognized as sho
rt
-
term investments,
are measured at am
ortized cost and are carried ini
tially at fair value and then subsequently
at amortized cost, using
the
effective-
interes
t method.
EU Emissions Tradin
g Scheme and
U.K.
Emissions Trading Scheme (“ETS”)
The EU Emissions Trading
Scheme and
U.K.
Emission
s Trading Scheme (“ETS”), are cap
-and-
t
rade systems for
CO2 emissions to enc
ourage industries to improve t
heir CO2 efficiency. On an
annual basis, the Group s
urrenders
allowances, received via a
mixture of free allocations from governing bodi
es and carbon credits purchas
ed in the
external market, to cover
carbon emissions. The Group
recognizes the cost associated with the purchas
e of carbon
credits as part of t
he ETS as an expense in the income statement within ‘Operating expenses
fuel and oil’. This expense
is recognized in line with fu
el consumed during the fis
cal year as the Group’s car
bon emissions and fuel consu
mptions
are directly linked.
ETS allowances are re
cogniz
ed and measured
at cost, as follows:
a)
Allowances received from
governing bodies for free
a nil amount is recogni
zed.
b)
Carbon credits purchased
in the external market
are recogni
z
ed at
their purchase price as a
prepayment and are presented within ‘Other asse
ts’ on the Group’s balance sheet.
A liability is recogni
z
ed when carbon emissions pro
duced exceed the allowances received from governing
bodies. These excess emissions produced
by the G
roup are measured at fair value, reflecting the expenditure required
to settle the present oblig
ation at the
reporting date
. The liability is presented within ‘Accrued
expenses and other
liabilities’ on the Group’s balance sheet.
In the Consolida
ted State
ment of Cash Flows, ETS allowances purchased a
re reflected within operati
ng
activities as an increase in other assets.
As noted on page
s
188 and 189
, the Group’s fu
el risk management policy include
s hedging of ETS exposures.
The Group had purchased su
fficient carbon credits to satisfy the fiscal year 2022 emissions and as such, the cost of
emissions is not deemed to rep
resent a major source of estimation uncertainty.
170
Interest
-
bear
ing loans
and borrowing
s
All loans and b
orrowings are
initia
lly recorded at fair value, being the fa
ir value of the consideration r
eceived, net
of attributable transacti
on costs. Subsequent to initial rec
ognition, non
-
current interest
-
b
earing loans are measu
red at
amortized cost, using the e
ffective interest
yield meth
odology.
Leases
At inception of a con
tract, the Group assesses whet
her a contract is, or cont
ains, a lease. A contra
ct is, or
contains a lease, if the contract conveys the right to control the use of an identified asset for a peri
od of ti
me in
exchange
for consideration. To assess whether a contract conveys the righ
t to
control the use of an identified asset, the Group
uses the definition of a lease in IFRS 16.
Right of use assets and lease liabilities are recognized based on the present value of the fu
ture lease payments
over the lease term at c
ommencement date. In deter
mining the net present
value of lease payments, the Gro
up uses its
incremental borrowing rate b
ased on informatio
n available at the lease commencement date. T
he right of us
e ass
et is
initially measured at cost, which comp
rises
the initial amount of the lease liability adjusted for lease payments made at
or before the commencem
ent date, plus any initial direct costs incurred.
The Group recognizes a
depreciation charge for r
ight
of use assets
on a straight
-
line basis
over the lease term
within depreciation expen
ses, and an interest expe
nse on lease liabilities within finance
expenses in the Group’s
consolidated income s
tatement. In addition, the right of use asset is per
iodically
reduced by impairment
losses, if any,
and adjusted for certain remeasu
rements of the lease liability.
The lease liability is measured at amortized cost using
the effective interest method. The interest rate implicit
in the lease cannot be readi
ly determined, and the
refore the incremental borro
wing rate of the Group has been
used. The
incremental borrowing rate
is determined by reference to the borrow
ing rate the Group would be offered if it took out a
securitized loan from
a third
-
party finan
cial institution for a simil
ar amount and similar peri
od. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, o
r if there is a change in the Group’s
estimate of the amount e
xpected to be payable und
er a residual v
alue guarantee,
if the Group changes its assessment
of whether it will exercise a purchase, extension or termination option or if there is a
revised in
-
substance fixed lease
payment. When the lease liability is remeasured in this way, a corresponding adjus
tment is made to the carrying amount
of the right of use asset or is recorded in pr
ofit or loss if the carrying amount
of the right of use asset has been reduced
to zero.
The Group has lease agree
ments for aircraft with lease and non
-
lease components, whi
ch the Group has elected
to account for as a single lease component.
The Group has elected to take the short
-
term lease exemption and, therefore, does not recognize a rig
ht of use
asset or corresponding liab
ility for
lease arrangem
ents with an original term of 12 m
onths or less. Lease payments
associated with short
-
term leases are recogni
zed in the Group’s consolid
ated income statement on
a straight
-
line basis
over the lea
se term.
The Group has elected to take the low value lease exemption and, therefore, does not recognize a right of use
asset or corresponding l
iability for lease arrangements
for which the underlying value is of l
ow value. Lease payments
associated with
these leases are recognized in the Group’s consolidated income statement on a straight
-
line basis over
the lease term.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
170
169
Trade and other receivabl
e
s and payables
Trade and other re
ceivables and payables are stated
on initial recognition at fair
value plus any incremental
direct costs and subsequently at amortized cost, net
(in the case o
f receivables) of any
impairment loss
es, which
approximates fair value giv
en the short
-
dated nature of these assets and liabilitie
s.
Cash and cash equivalent
s
Cash represents cash held at banks and available on demand and is categorized for measureme
nt purposes as
amortized co
st.
Cash equivalents are
current asset investments (o
ther than cash) that are readily
convertible into known
amounts of cash, typically cash deposits of more than one day but less than three months at the date of purchase.
Deposits with maturities gr
eater
than three m
onths but less than one ye
ar are recognized as sho
rt
-
term investments,
are measured at am
ortized cost and are carried ini
tially at fair value and then subsequently
at amortized cost, using
the
effective-
interes
t method.
EU Emissions Tradin
g Scheme and
U.K.
Emissions Trading Scheme (“ETS”)
The EU Emissions Trading
Scheme and
U.K.
Emission
s Trading Scheme (“ETS”), are cap
-and-
t
rade systems for
CO2 emissions to enc
ourage industries to improve t
heir CO2 efficiency. On an
annual basis, the Group s
urrenders
allowances, received via a
mixture of free allocations from governing bodi
es and carbon credits purchas
ed in the
external market, to cover
carbon emissions. The Group
recognizes the cost associated with the purchas
e of carbon
credits as part of t
he ETS as an expense in the income statement within ‘Operating expenses
fuel and oil’. This expense
is recognized in line with fu
el consumed during the fis
cal year as the Group’s car
bon emissions and fuel consu
mptions
are directly linked.
ETS allowances are re
cogniz
ed and measured
at cost, as follows:
a)
Allowances received from
governing bodies for free
a nil amount is recogni
zed.
b)
Carbon credits purchased
in the external market
are recogni
z
ed at
their purchase price as a
prepayment and are presen
ted within ‘Other assets’ on the Group’s balance sheet.
A liability is recogni
z
ed when carbon emissions pro
duced exceed the allowances received from governing
bodies. These excess emissions produced
by the G
roup are measured at fair value, reflecting the expenditure required
to settle the present oblig
ation at the
reporting date
. The liability is presented within ‘Accrued
expenses and other
liabilities’ on the Group’s balance sheet.
In the Consolida
ted State
ment of Cash Flows, ETS allowances purchased a
re reflected within operati
ng
activities as an increase in other assets.
As noted on page
s
188 and 189
, the Group’s fu
el risk management policy include
s hedging of ETS exposures.
The Group had purchased
sufficient carbon credits to satisfy the fiscal year 2022 emissions and as such, the cost of
emissions is not deemed to rep
resent a major source of estimation uncertainty.
170
Interest
-
bear
ing loans
and borrowing
s
All loans and b
orrowings are
initia
lly recorded at fair value, being
the fair value of the consid
eration received, net
of attributable transa
ction costs. Subsequent to ini
tial recognition, non
-
current in
terest
-
bearing loans are me
asured at
amortized cost, using the e
ffective interest
yield meth
odology.
Leases
At inception of a con
tract, the Group assesses whet
her a contract is, or cont
ains, a lease. A contra
ct is, or
contains a lease, if the contract conveys the righ
t to control the use of an identified asset for a period of time in
exchange
for consideration. To assess whether a contract conveys the righ
t to
control the use of an identified asset, the Group
uses the definition of a lease in IFRS 16.
Right of use assets and lease liabilities are recognized based on the present value of the fu
ture lease payments
over the lease term at com
mencement date. In determ
ining the net present value of lease payments
, the Group uses its
incremental borrowing rate
based on information available at the lease commencement date. The righ
t of us
e ass
et is
initially measured at cost, which comp
rises
the initial amount of the lease liability adjusted for lease payments made at
or before the commencem
ent date, plus any initial direct costs incurred.
The Group recognizes a
depreciation charge for r
ight
of use assets
on a straight
-
line basis over the lease term
within depreciation expen
ses, and an interest expe
nse on lease liabilities within finance
expenses in the Group’s
consolidated income s
tatement. In addition, the right of use
asset is periodically
reduced by imp
airment losses, if any,
and adjusted for certain remeasurements of the lease
liability
.
The lease liability is measured at amortized cost using
the effective interest method. The interest rate implicit
in the lease cannot be readi
ly determined, and the
refore the incremental borro
wing rate of the Group has been
used. The
incremental borrowing rate
is determined by reference to the borrow
ing rate the Group would be offered if it took out a
securitized loan from
a third
-
party finan
cial institution for a simil
ar amount and similar peri
od. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, o
r if there is a change in the Group’s
estimate of the amount e
xpected to be payable und
er a residual v
alue guarantee,
if the Group changes its assessm
ent
of whether it will exercise a purchase, extension or termination option or if there is a
revised in
-
substance fixed lease
payment. When the lease liability is remeasured in this way, a corresponding adjus
tment is made to the carrying amount
of the right of use asset or is recorded in pr
ofit or loss if the carrying amount
of the right of use asset has been reduced
to zero.
The Group has lease agree
ments for aircraft with lease and non
-
lease components, whi
ch the Group has elected
to account for as a single lease
component.
The Group has elected to take the short
-
term lease exemption and, therefore, does not recognize a rig
ht of use
asset or corresponding liab
ility for
lease arrangem
ents with an original term of 12 m
onths or less. Lease payments
associated with short
-
term leases are recogni
zed in the Group’s consolid
ated income statement on
a straight
-
line basis
over the lea
se term.
The Group has elected to take the low value lease exemption and, therefore, does not recogniz
e a right of use
asset or corresponding l
iability for lease arrangements
for which the underlying value is of l
ow value. Lease payments
associated with
these leases are recognized in the Group’s consolidated income statement on a straight
-
line basis over
the lease term.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
172
171
171
In the prior year the Group early adopted Covid
-
19
-
Related Rent Concessions
-
Amendment to IFRS 16 issued
on May 28, 2020. The amen
dment
introduced an optional pra
ctical expedient for leases
in which the Group wa
s a lessee
-
i.e. for
leases to which the Group applied the practi
cal expedient, the Group was not required to assess whether eligible
rent concessions that were a direct consequen
ce of the Covid
-
19 pandemic were lease modifications. The Group applied
the amendment retrospecti
vely. The amendment had
no
impact on retained earnin
gs at April 1, 2021.
The Group applied the practical expedient consisten
tly to contracts with similar chara
cteristics and in simil
ar
circumstances. For rent
concessions in leases
to which the Group chose no
t to apply the practi
cal expedient, or that did
not qualify for the practical expedient, the G
roup assesses whether there was a lease modifi
cation.
Provision
s a
nd con
tingencie
s
A provision is recognized in
the balance sheet when there is a p
resent legal or constructive obligation as a resu
lt
of a past event, and it is probable that an outflow of economic benefit will be required to sett
le the obligation. If t
he
effect is material, provisions
are determined by discounting the expected future o
utflow at a pre
-
tax rate that reflects
current market assessmen
ts of the time value of money and, when appropriate, the risks sp
ecific to the liability.
The Company assess
es
the likelihood of any adverse outcomes to
contingencies, as well as probable losses.
We record provisions f
or such contingencies when it i
s probable that a liability will be incurred and
the amount of the
loss can be reasonably estim
ated. A contingent liabilit
y is disclosed where the existence of the obligat
ion will only be
confirmed by future e
vents, or where the amount of
the obligation cannot be measured w
ith reasonable reliability.
Provisions are re-
measu
red at each reporting date
based on the best e
stimate of t
he settlement amount.
Revenues
Scheduled revenues relate
to the sale of flight seats and associated direct flight fees, includ
ing baggage fares
and change fees. Scheduled revenue
s are measured at the amount paid by the passenger, net of
taxes, and
recogni
z
ed
within unearned revenue at the time of booking. Scheduled revenues are re
cogni
z
ed within the income statement at the
point in time when the flight service is provided (i.e.
when the flight takes place).
Ancillary revenues relate to a
ctivities connected with the fligh
t service,
including
priority boarding, allocated
seating and in
-
flight sales of merchandise.
These services are recognized when the performanc
e obligations have been
satisfied which, as the majority of the ancillary servi
ces are related to passenger flig
ht travel,
is at the point in time when
the flight service is provided.
The Group has determine
d it is an agent in relation to associated flight serv
ices including car hire, travel
insurance, accommod
ation, airport transfer
and parkin
g and airport fast track services as the obligation is t
o arrange
for the services t
o be provided by a third party
and therefore revenue is m
ainly recogni
z
ed at the point in t
ime when the
service is arranged. This is predominat
ely at the ti
me o
f
booking by the passen
ger.
Where a flight is cancelled, a passenger is entitled to a cash refu
nd, a voucher for a future flight, or to re
-sched
ule
the cancelled flight. Additionally, gift vouchers may be purchased by passengers. Where a voucher is issued
, a liability
for the amount paid by the passenger is recogni
z
ed in full and held within unearned revenue until the voucher is utili
zed
against a future flight, when it expires
, or when it is probably that it will expire unexercised.
Accordingly, unearned reve
nue, which is presented as a contrac
t liability within the balance sheet, represents
flight seats sold but no
t yet flown and
where a voucher
for a future flight has been
issued. Unearned re
venue is included
in a
ccrued expenses and ot
her liabilities.
172
W
here the Group expects to refund some, or all, of the amount paid for a
flight service, for instance where a
flight is cancelled, a refund liability is reco
gnized for the full amount payable. This is recogni
z
ed within unearned revenue
and included in
a
ccru
ed expenses and other liabilities.
Share-
b
ased payments
The Company engages in equity
-
se
ttled, share
-
based payment transac
tions in respect of services received from
certain employees as part of the Option Plan 2013 and the LTIP 2019 (coll
ectively “equity
settled transactions”
). The fair
value of the servi
ces received is measured b
y reference to the fair
value of the equity set
tled transactions on th
e date of
the grant. The grant measurement date is the date that a shared und
erstanding of the terms of the award is established
between the Compan
y and the employee. The cost of
the employee services received in resp
ect of the equi
ty settled
transactions granted is rec
ognized in the income stat
ement over the period that
the services are received,
which is the
ve
sting period, with a
corresponding increase in equity. To the e
xtent that service is provided prior
to the grant
measurement date, the f
air value of the equity settled tr
ansaction is initially estimated and re
-
measured at ea
ch reporting
date until the gran
t measurement date is achieved. T
he fair value of the marke
t conditions related to equi
ty settled
transactions granted is determined using
a binomial lattic
e option
-
pricing model, which takes into account the exercise
price of the equity settled transactions
, the current share price, the risk
-
free interest rate, the expected volatility of the
Ryanair Holdings plc share p
rice over the life of the equity settled transaction, employee early exerc
ise behavior and
other relevant factors.
Non
-
market vesting conditions are included in
the assumptions about the number of
equity
settled transactions
that are expected to vest. At each reporting date, the Company revises its estimates of the number
of options/conditional sh
ares that are likely to vest as a result of no
n-
market conditions.
Where the share
-based
payments give rise to the issu
e of new share capital, the proceeds received by the
Company are credited to sh
are capital
(nominal value) and share premiu
m (where applicable) when the share entitlements
are exercis
ed.
Retirement ben
efit obligations
The Company provid
es certain employees with p
ost
-
ret
irement benefits in the form
of pensions. The Company
currently operates a number of defined contribution sc
hemes.
Costs arising in respe
ct of the Company’s defined c
o
ntribution pensi
on schemes (where fixed contributions a
re
paid into the scheme and there is no legal or constructive obligation to pay further amounts) are charged to the income
statement in the period in which they are incu
rred. Any contributions unpaid a
t the
reporting date
are included as a
liability.
Government grants
Grants that compensate the Comp
any for related expenses incurred are rec
ognized in the income statement on
a systematic basis in the periods in which the related expens
es are recognized in
staff costs.
During the year ended Mar
ch 31, 2022, many European count
ries in which the Ryanair Group operates c
ontinued
to make available payroll
support schemes. The Ryanair Group uti
li
z
ed a nu
mber of these employmen
t retention
schemes to protect jobs with
in the Group. These schemes were a mix of short term Covid
-
19 specific program
and long
-
term schemes linked to social security that existed pre Covid
-
1
9. The total amount of payroll supports received by the
Group under the various schemes
amounted to approximatel
y
€82
m
(2021:
€84
m)
and are offset against sta
ff costs in
the consolidated income st
atement.
Such sup
ports wound down significantly in the second half of fiscal year 2022
.
In April 2020, the Group raised
£60
0
m
unsecured debt for ge
neral corporate purposes u
nder the HMT and Bank
of England CCFF. The
0.44%
interest rate was the prevai
ling rate for strong BBB rated companies. This debt was
extended in March 2021
for a further 12 months
at a
0.4
6%
interest rate. In October 2021 the Grou
p repaid the
£600
m
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
172
171
In the prior year the Group early adopted Covid
-
19
-
Related Rent Concessions
-
Amendment to IFRS 16 issued
on May 28, 2020. The amen
dment
introduced an optional pra
ctical expedient for leases
in which the Group wa
s a lessee
-
i.e. for
leases to which the Group applied the practi
cal expedient, the Group was not required to assess whether eligible
rent concessions that were a direct consequen
ce of the Covid
-
19 pandemic were lease modifications. The Group applied
the amendment retrospecti
vely. The amendment had
no
impact on retained earnin
gs at April 1, 2021.
The Group applied the practical expedient consisten
tly to contracts with similar chara
cteristics and in simil
ar
circumstances. For rent
concessions in leases
to which the Group chose no
t to apply the practi
cal expedient, or that did
not qualify for the practical expedient, the G
roup assesses whether there was a lease modifi
cation.
Provision
s
and con
tingencie
s
A provision is recognized in
the balance sheet when there is a p
resent legal or constructive obligation as a resu
lt
of a past event, and it is probable that an outflow of economic benefit will be required to sett
le the obligation. If t
he
effect is material, provisions
are determined by discounting the expected future o
utflow at a pre
-
tax rate that reflects
current market assessmen
ts of the time value of money and, when appropriate, the risks specifi
c to the liability.
The Company assess
es the likelihood of any adverse outcomes to
contingencies, as well as probable losses.
We record provisions f
or such contingencies when it i
s probable that a liability will be incurred and
the amount of the
loss can be reasonably estim
ated. A contingent liabilit
y is disclosed where the existence of the obligat
ion will only be
confirmed by future e
vents, or where the amount of
the obligation cannot be measured w
ith reasonable reliability.
Provisions are re-
measu
red at each reporting date
based on the best e
stimate of t
he settlement amount.
Revenues
Scheduled revenues relate
to the sale of flight seats and associated direct flight fees, includ
ing baggage fares
and change fees. Scheduled revenue
s are measured at the amount paid by the passenger, net of
taxes, and
recogni
z
ed
within unearned revenue at the time of booking. Scheduled revenues are re
cogni
z
ed within the income statement at the
point in time when the flight service is provided (i.e.
when the flight takes place).
Ancillary revenues relate to a
ctivities connected with the fligh
t service,
including
priority boarding, allocated
seating and in
-
flight sales of m
erchandise. These services are recognized when the performanc
e obligations have been
satisfied which, as the majority of the ancillary servi
ces are related to passenger flig
ht travel,
is at the point in time when
the flight service is provided.
The Group has determine
d it is an agent in relation to associated flight serv
ices including car hire, travel
insurance, accommod
ation, airport transfer
and parkin
g and airport fast track services as the obligation is t
o arrange
for the services t
o be provided by a third party
and therefore revenue is m
ainly recogni
z
ed at the point in t
ime when the
service is arranged. This is predominat
ely at the ti
me o
f
booking by the passen
ger.
Where a flight is cancelled, a passenger is entitled to a cash refu
nd, a voucher for a future flight, or to re
-sched
ule
the cancelled flight. Additionally, gift vouchers may be purchased by passengers. Where a voucher is issued
, a liability
for the amount paid by the passenger is recogni
z
ed in full and held within unearned revenue until the voucher is utili
zed
against a future flight, when it expires
, or when it is probably that it will expire unexercised.
Accordingly, unearned reve
nue, which is presented as a contrac
t liability within the balance sheet, represents
flight seats sold but no
t yet flown and
where a voucher
for a future flight has been
issued. Unearned re
venue is included
in a
ccrued expenses and ot
her liabilities.
172
W
here the Group expects to refund some, or all, of the amount paid for a
flight service, for instance where a
flight is cancelled, a refund liability is recognized for the full amount payable. This is recogni
z
ed within unearned
revenue
and included in
a
ccru
ed expenses and other liabilities.
Share-
b
ased payments
The Company engages in equity
-
se
ttled, share
-
based payment transac
tions in respect of services received from
certain employees as part of the Option Plan 2013 and the LTIP 2019 (coll
ectively “equity
settled transactions”
). The fair
value of the servi
ces received is measured b
y reference to the fair
value of the equity set
tled transactions on th
e date of
the grant. The grant measurement date is the date that a shared und
erstanding of the terms of the award is established
between the Compan
y and the employee. The cost of
the employee services received in resp
ect of the equi
ty settled
transactions granted is rec
ognized in the income stat
ement over the period that
the services are received,
which is the
ve
sting period, with a
corresponding increase in equity. To the e
xtent that service is provided prior
to the grant
measurement date, the f
air value of the equity settled tr
ansaction is initially estimated and re
-
measured at ea
ch reporting
date until the gran
t measurement date is achieved. T
he fair value of the marke
t conditions related to equi
ty settled
transactions granted is determined using
a binomial lattic
e option
-
pricing model, which takes into account the exercise
price of the equity settled transactions
, the current share price, the risk
-
free interest rate, the expected volatility of the
Ryanair Holdings plc share p
rice over the life of the equity settled transaction, employee early exerc
ise behavior and
other relevant factors.
Non
-
market vesting condi
tions are included in the assumptions about the number of
equity
settled transactions
that are expected to vest. At each reporting date, the Company revises its estimates of the number
of options/conditional shares that are likely t
o vest as a result of no
n-
ma
rket conditions.
Where the share
-based
payments give rise to the issu
e of new share capital, the proceeds received by the
Company are credited to sh
are capital
(nominal value) and share premiu
m (where applicable) when the share entitlements
are exercis
ed.
Retirement ben
efit obligations
The Company provid
es certain employees with p
ost
-
ret
irement benefits in the form
of pensions. The Company
currently operates a number of defined contribution sc
hemes.
Costs arising in respe
ct of the Company’s defined c
o
ntribution pensi
on schemes (where fixed c
ontributions are
paid into the scheme and there is no legal or constructive obligation to pay further amounts) are charged to the income
statement in the period in which they are incu
rred. Any contributions unpaid a
t the
reporting date
are included as a
liability.
Government grants
Grants that compensate the Comp
any for related expenses incurred are rec
ognized in the income statement on
a systematic basis in the periods in which the related expens
es are recognized in
staff costs.
During the year ended Mar
ch 31, 2022, many European count
ries in which the Ryanair Group operates c
ontinued
to make available payroll
support schemes. The Ryanair Group uti
li
z
ed a nu
mber of these employmen
t retention
schemes to protect jobs with
in the Group. These schemes were a mix of short term Covid
-
19 specific progra
m and long
-
term schemes linked to social security that existed pre Covid
-
19. The total amount of payroll supports received by the
Group under the various schemes
amounted to approximatel
y
€82
m
(2021:
€84
m)
and are offset against sta
ff costs in
the consolidated income st
atement.
Such sup
ports wound down significantly in the second half of fiscal year 2022
.
In April 2020, the Group raised
£60
0
m
unsecured debt for ge
neral corporate purposes und
er the HMT and Bank
of England CCFF. The
0.44%
interest rate was the prevai
ling rate for strong BBB rated companies. This debt was
extended in March 2021
for a further 12 months
at a
0.4
6%
interest rate. In October 2021 the Grou
p repaid the
£600
m
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
174
173
173
HMT and Bank of England CCFF in full. There are no u
nfulfilled conditions attaching to government ass
istance at March
31, 2022.
Taxation
Income tax on the profit or loss for the year comprises current and deferred tax. It is recognized in the income
statement except to the e
xtent that it relates to items recognized directly in equity
or other comprehensive income
(“OCI”). The Group has d
ete
rmined tha
t the interest and p
enalties related to uncertain
income
tax tre
atments do not
meet the definition of in
come taxes, and the
refore accounted for
them under IAS 37
-
Provisi
ons, Contingent Liabilities
and Contingent Assets.
Current Tax
Current tax
comprises the
expected tax payable and receivable on the tax
able income or loss for the year and
any adjustment to the tax payable or recei
vable in respect of previous years. The amount of curren
t tax payable or
receivable is the best estimate of the tax
amount expected to be paid or received that reflects uncertaint
y related to
income taxes, if any. It is m
easured using tax rates
enacted or substantively ena
cted at the reporting date. C
urrent tax
also includes any tax arising from dividends. Current tax a
ssets and liabilities are offset only if certain criteri
a are met.
Deferred Tax
Deferred income tax is pro
vided in full, using the liabili
ty method, on temporary diff
erences arising from the ta
x
bases of assets and liabilities and their carr
ying amounts i
n the consolidated financial statem
ents. Deferred income tax
is determined using tax rat
es and legislation enacted or substanti
vely enacted by the
reporting date
and ex
pected to
apply when the temporary differences reverse.
The following temp
orary differences are not prov
ided for: (i) the initial recogniti
on of assets and liabilities
that
effect neither accounting n
or taxable profit and (ii) diff
erences relating to investm
ents in subsidiaries to the e
xtent that
it is probable
they will not reverse in the fu
ture.
A deferred tax asset is recognized to the extent that it is probable that
future taxable profits will be available
against which tempor
ary differences can be ut
ilized. The carrying amounts
of deferred tax assets are r
eview
ed at each
reporting date
and reduced
to the extent that it is no longer p
robable that a sufficient taxable p
rofit will be available to
allow all or part of the deferred tax asset to be realized.
Tax liabilities are based on the best estimate of the l
ikely obligation at each repor
ting period. These estimates
are subject to revision based on the outcome of tax audits and discussions with revenue authorities that can take several
years to conclude
Social insurance, p
assenger taxes and
sales taxes
Social
insurance, passenger taxes and sales taxes are recorded
as a liability based on laws enacted in the
jurisdictions to which they relate. Liabilities are re
corded when an obligation has been incurred.
Share capita
l
Ordinary shares are classified as equity. Incremental
costs directly attributable to the issuance of ordinary
shares and share options are recognized as a deduction from equity, net of any tax effects. When share capital
recognized as equity is repurchased, the amount of consideration paid, whic
h includes any directly attribut
able costs,
net of any tax effe
cts, is recognized as a deduct
ion from equity. Repurchased
shares are classified as tre
asury shares
and are presented as a dedu
ction from total equity, until they are canceled.
174
Dividend distr
ibutions are recognized as a liability in the period in which the dividends are
approved
by the
Company’s shareholders
.
2.
Property, plan
t and equipment
Hangar
and
Plant
an
d
Fixtures and
Motor
Aircraft
Buildings
Equipment
Fittings
Vehicles
Total
€M
€M
€M
€M
€M
€M
Year ended March
31,
2022
Cost
At March
31,
2021
12,595.1
124.1
131.9
85.2
5.3
12,941.6
Additions in year
1,600.5
10.8
7.3
4.8
1,623.4
Supplier Reimbursements
*
(113.9)
(113.9)
Dispos
als in
year
(355.9)
(0.6)
(4.6)
(361.1)
At March
31,
2022
13,725.
8
134.9
138.6
85.4
5.3
14,090.0
Depreciation
At March
31,
2021
4,402.2
34.0
64.9
74.5
4.9
4,580.5
Charge for year
638.2
5.3
14.5
6.5
0.3
664.8
Eliminated on disposal
(245.4)
(0.5)
(4.5)
(250.4)
At March
31,
2022
4,795.0
39.3
78.9
76.5
5.2
4,994.9
Net book value
At March
31,
2022
8,930.8
95.6
59.7
8.9
0.1
9,095.1
Hangar
and
Plant
an
d
Fixtures and
Motor
Aircraft
Buildings
Equipment
Fittings
Vehicles
Total
€M
€M
€M
€M
€M
€M
Year ended March
31,
2021
Cost
At March
31,
2020
13,278.9
107.4
127.8
80.7
5.0
13,599.8
Additions in year
274.4
16.7
4.1
4.5
0.3
300.0
Supplier Reimbursements
*
(377.6)
(377.6)
Contractual amendments*
(496.9)
(496.9)
Dispos
als in
year
(83.7)
(83.7)
At March
31,
2021
12,595.
1
124.1
131.9
85.2
5.3
12,941.6
Depreciation
At March
31,
2020
4,009.9
29.7
50.6
67.1
4.5
4,161.8
Charge for year
476.0
4.3
14.3
7.4
0.4
502.4
Eliminated on disposal
(83.7)
(83.7)
At March
31,
2021
4,402.2
34.0
64.9
74.5
4.9
4,580.5
Net book value
At March
31,
2021
8,192.9
90.1
67.0
10.7
0.4
8,361.1
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
174
173
HMT and Bank of England CCFF in full. There are no u
nfulfilled conditions attaching to government ass
istance at March
31, 2022.
Taxation
Income tax on the profit or loss for the year comprises current and deferred tax. It is recognized in the income
statement except to the e
xtent that it relates to items recognized directly in equity
or other comprehensive income
(“OCI”). The Group has d
ete
rmined tha
t the interest and p
enalties related to uncertain
income
tax tre
atments do not
meet the definition of in
come taxes, and the
refore accounted for
them under IAS 37
-
Provisi
ons, Contingent Liabilities
and Contingent Assets.
Current Tax
Current tax
comprises the
expected tax payable and receivable on the tax
able income or loss for the year and
any adjustment to the tax payable or recei
vable in respect of previous years. The amount of curren
t tax payable or
receivable is the best estimate of the tax
amount expected to be paid or received that reflects uncertaint
y related to
income taxes, if any. It is m
easured using tax rates
enacted or substantively ena
cted at the reporting date. C
urrent tax
also includes any tax arising from dividends. Current tax a
ssets and liabilities are offset only if certain criteri
a are met.
Deferred Tax
Deferred income tax is pro
vided in full, using the liabili
ty method, on temporary diff
erences arising from the ta
x
bases of assets and liabilities and their carr
ying amounts i
n the consolidated financial statem
ents. Deferred income tax
is determined using tax rat
es and legislation enacted or substanti
vely enacted by the
reporting date
and ex
pected to
apply when the temporary differences reverse.
The following temp
orary differences are not prov
ided for: (i) the initial recogniti
on of assets and liabilities
that
effect neither accounting n
or taxable profit and (ii) diff
erences relating to investm
ents in subsidiaries to the e
xtent that
it is probable
they will not reverse in the fu
ture.
A deferred tax asset is recognized to the extent that it is probable that
future taxable profits will be available
against which tempor
ary differences can be ut
ilized. The carrying amounts
of deferred tax assets are r
eview
ed at each
reporting date
and reduced
to the extent that it is no longer p
robable that a sufficient taxable profit
will be available to
allow all or part of the deferred tax asset to be realized.
Tax liabilities are based on the best estimate of the l
ikely obligation at each repor
ting period. These estimates
are subject to revision based on the outcome of tax audits and discussions with revenue authorities that can take several
years to conclude
Social insurance, p
assenger taxes and
sales taxes
Social
insurance, passenger taxes and sales taxes are recorded
as a liability based on laws enacted in the
jurisdictions to which they relate. Liabilities are re
corded when an obligation has been incurred.
Share capita
l
Ordinary shares are classified as equity. Incremental
costs directly attributable to the issuance of ordinary
shares and share options are recognized as a deduction from equity, net of any tax effects. When share capital
recognized as equity is repurchased, the amount of consideration paid, whic
h includes any directly attribut
able costs,
net of any tax effe
cts, is recognized as a deduct
ion from equity. Repurchased
shares are classified as tre
asury shares
and are presented as a dedu
ction from total equity, until they are canceled.
174
Dividend distributions are recognized as a liability in the period in which the dividends are
approved
by the
Company’s shareholders
.
2.
Property, plan
t and equipment
Hangar
and
Plant
an
d
Fixtures and
Motor
Aircraft
Buildings
Equipment
Fittings
Vehicles
Total
€M
€M
€M
€M
€M
€M
Year ended March
31,
2022
Cost
At March
31,
2021
12,595.1
124.1
131.9
85.2
5.3
12,941.6
Additions in year
1,600.5
10.8
7.3
4.8
1,623.4
Supplier Reimbursements
*
(113.9)
(113.9)
Dispos
als in
year
(355.9)
(0.6)
(4.6)
(361.1)
At March
31,
2022
13,725.
8
134.9
138.6
85.4
5.3
14,090.0
Depreciation
At March
31,
2021
4,402.2
34.0
64.9
74.5
4.9
4,580.5
Charge for year
638.2
5.3
14.5
6.5
0.3
664.8
Eliminated on disposal
(245.4)
(0.5)
(4.5)
(250.4)
At March
31,
2022
4,795.0
39.3
78.9
76.5
5.2
4,994.9
Net book value
At March
31,
2022
8,930.8
95.6
59.7
8.9
0.1
9,095.1
Hangar
and
Plant
an
d
Fixtures and
Motor
Aircraft
Buildings
Equipment
Fittings
Vehicles
Total
€M
€M
€M
€M
€M
€M
Year ended March
31,
2021
Cost
At March
31,
2020
13,278.9
107.4
127.8
80.7
5.0
13,599.8
Additions in year
274.4
16.7
4.1
4.5
0.3
300.0
Supplier Reimbursements
*
(377.6)
(377.6)
Contractual amendments*
(496.9)
(496.9)
Dispos
als in
year
(83.7)
(83.7)
At March
31,
2021
12,595.
1
124.1
131.9
85.2
5.3
12,941.6
Depreciation
At March
31,
2020
4,009.9
29.7
50.6
67.1
4.5
4,161.8
Charge for year
476.0
4.3
14.3
7.4
0.4
502.4
Eliminated on disposal
(83.7)
(83.7)
At March
31,
2021
4,402.2
34.0
64.9
74.5
4.9
4,580.5
Net book value
At March
31,
2021
8,192.9
90.1
67.0
10.7
0.4
8,361.1
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
176
175
175
Hangar
and
Plant
an
d
Fixtures and
Motor
Aircraft
Buildings
Equipment
Fittings
Vehicles
Total
€M
€M
€M
€M
€M
€M
Year ended March
31,
2020
Cost
At March
31,
2019
12,629.2
78.1
87.9
74.3
4.5
12,874.0
Additions in year
1,160.8
29.3
39.9
6.5
0.5
1,237.0
Dispos
als in
year
(412.4)
(0.1)
(412.5)
Transfer to assets
held for sale
(98.7)
(98.7)
At March
31,
2020
13,278.
9
107.4
127.8
80.7
5.0
13,599.8
Depreciation
At March
31,
2019
3,716.7
26.1
38.2
59.5
3.9
3,844.4
Charge for year
665.0
3.6
12.4
7.7
0.6
689.3
Eliminated on disposal
(371.8)
(0.1)
(371.9)
At March
31,
2020
4,009.9
29.7
50.6
67.1
4.5
4,161.8
Net book value
At March
31,
2020
9,269.0
77.7
77.2
13.6
0.5
9,438.0
At March 31, 2022, aircraft with a net book va
lue of
€692
m (2021:
950
m; 2020:
€1,337
m) were mortgaged to
lenders as security for loans. Under the security arrang
ements for the Company’s Ex
-
Im financed Boeing 737
-
800
NG
aircraft, the Company does not hold l
egal title to those aircraft while these loan amounts remain
outstanding.
In the year ended March 31, 2022 the Group sold
10
Boeing 737
-
800
NG ai
rcraft
(2021:
7
; 2020:
3
)
The net book value of leased assets classified as property, plant and equipment (s
e
e Note
3) at Marc
h 31, 202
2,
2021 and 20
20 was
nil
,
€ni
l
and
€132
m,
respectively
.
*In December 2020, the Group revised its 2014 agreement with Boeing to increase its firm orders w
ith Boeing
from
135
to
21
0
. The terms of this agreement are confidential, but it sets out a restruct
ured payment schedule
over the
delivery period from June 20
21 to December 2024. This has resulted in a reversal of certain pre
-
delivery trade payables
of approximately
€497
m and the related amount capitalized into
PPE above. In addition, the
€492
m
(
2022:
€114
m, 2021:
€378
m, 2020:
€nil
)
reimbursements
related to reasonable, and fair, compensatio
n agreed with Boeing for the
2
-year
delivery delay of the Boeing
737
-
8200 aircraft and is recorded as a reducti
on in PPE above.
176
3.
Right of use ass
ets & lease liabilities
Year ended March 31,
Leases
under
IFRS 16 recogniz
ed in Consolidated
Income Statement
2022
2021
2020
€M
€M
€M
Interest
on lease lia
bilit
ies
3.7
4.6
5.6
Depreciation charg
e
54.5
68.6
59.4
Expenses relating to short
-
term leas
es
6.7
38.2
Lease charge for year end
58.2
79.9
103.2
At March 31,
Right of use
-
asset
s
2022
2021
2020
Balance at
beginni
ng of year
188.2
236.8
130.7
Depreci
ation
charge for the ye
ar
(54.5)
(68.6)
(59.5)
Additions
27.9
166.1
Modificat
ion o
f lea
ses
(7.9)
(0.5)
Balance at end of
year
133.7
188.2
236.8
Net bo
ok valu
e of l
eased
assets
cl
assified
as pr
operty,
plant
and
equipm
ent (Not
e 2)
132.0
Total right of use a
ssets at end
of year
133.7
188.2
368.8
At March 31,
Lease Liabilities
2022
2021
2020
Balance at
beginni
ng of year
183.1
245.9
140.4
Additions
27.9
166.1
Financing cash outfl
ows from le
ase liabilities
(56.7)
(76.8)
(67.5)
Interest
expense
3.7
4.6
5.6
Modific
ation of
lea
ses
(2.7)
Exchange movements
8.2
(15.8)
1.3
Balance at end of
year
138.3
183.1
245.9
Present value of
future minimu
m lease payments cla
ssified as debt (N
ote 12)
172.0
Total lease liabilities
at end of y
ear
138.3
183.1
417.9
At March 31,
Lease Liabilities
2022
2021
2020
Current lease liabili
ty
56.9
52.5
75.0
Non
-
current lease liability
81.4
130.6
170.9
Total lease liabilities
at end of y
ear
138.3
183.1
245.9
A maturity analysis of our lease liabilities as at March 31, 2022 has been disclosed within Note 12.
The Group negotiated rent
concessions with its lessors for
mos
t
of i
ts aircraft leases as a resul
t of the severe
impact of the Covid
-
19 pan
demic during fiscal year 20
21. The Group applied the practical expedi
ent for Covid
-
19
-related
rent concessions consis
tently to eligible rent concessions.
There were no further rent concessi
ons in fiscal year 2022.
The amount recognized in
profit or loss for the reporting period to reflect
changes in lease payments arising
from rent concessions to which the Group has app
l
ied the practical expedient for Covid
-
19
-
related rent concessions is
€nil
(2021:
€nil
, 2020:
€nil
).
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
176
175
Hangar
and
Plant
an
d
Fixtures and
Motor
Aircraft
Buildings
Equipment
Fittings
Vehicles
Total
€M
€M
€M
€M
€M
€M
Year ended March
31,
2020
Cost
At March
31,
2019
12,629.2
78.1
87.9
74.3
4.5
12,874.0
Additions in year
1,160.8
29.3
39.9
6.5
0.5
1,237.0
Dispos
als in
year
(412.4)
(0.1)
(412.5)
Transfer to assets
held for sale
(98.7)
(98.7)
At March
31,
2020
13,278.
9
107.4
127.8
80.7
5.0
13,599.8
Depreciation
At March
31,
2019
3,716.7
26.1
38.2
59.5
3.9
3,844.4
Charge for year
665.0
3.6
12.4
7.7
0.6
689.3
Eliminated on disposal
(371.8)
(0.1)
(371.9)
At March
31,
2020
4,009.9
29.7
50.6
67.1
4.5
4,161.8
Net book value
At March
31,
2020
9,269.0
77.7
77.2
13.6
0.5
9,438.0
At March 31, 2022, aircraft with a net book va
lue of
€692
m (2021:
950
m; 2020:
€1,337
m) were mortgaged to
lenders as security for loans. Under the security arrang
ements for the Company’s Ex
-
Im financed Boeing 737
-
800
NG
aircraft, the Company does not hold l
egal title to those aircraft while these loan amounts remain
outstanding.
In the year ended March 31, 2022 the Group sold
10
Boeing 737
-
800
NG ai
rcraft
(2021:
7
; 2020:
3
)
The net book value of leased assets classified as property, plant and equipment (s
e
e Note
3) at Marc
h 31, 202
2,
2021 and 20
20 was
nil
,
€ni
l
and
€132
m,
respectively
.
*In December 2020, the Group revised its 2014 agreement with Boeing to increase its firm orders w
ith Boeing
from
135
to
21
0
. The terms of this agreement are confidential, but it sets out a restruct
ured payment schedule
over the
delivery period from June 20
21 to December 2024. This has resulted in a reversal of certain pre
-
delivery trade payables
of approximately
€497
m and the related amount capitalized into
PPE above. In addition, the
€492
m
(
2022:
€114
m, 2021:
€378
m, 2020:
€nil
)
reimbursem
ents related to reasonable, and fair, compensatio
n agreed with Boeing for the
2-year
delivery delay of the Boeing
737
-
8200 aircraft and is recorded as a reducti
on in PPE above.
176
3.
Right of use ass
ets & lease liabilities
Year ended March 31,
Leases
under
IFRS 16 recogniz
ed in Consolidated
Income Statement
2022
2021
2020
€M
€M
€M
Interest
on lease lia
bilit
ies
3.7
4.6
5.6
Depreciation charg
e
54.5
68.6
59.4
Expenses relating to short
-
term leas
es
6.7
38.2
Lease charge for year end
58.2
79.9
103.2
At March 31,
Right of use
-
asset
s
2022
2021
2020
Balance at
beginni
ng of year
188.2
236.8
130.7
Depreci
ation
charge for the ye
ar
(54.5)
(68.6)
(59.5)
Additions
27.9
166.1
Modificat
ion o
f lea
ses
(7.9)
(0.5)
Balance at end of
year
133.7
188.2
236.8
Net bo
ok valu
e of l
eased
assets
cl
assified
as pr
operty,
plant
and
equipm
ent (Not
e 2)
132.0
Total right of use a
ssets at end
of year
133.7
188.2
368.8
At March 31,
Lease Liabilities
2022
2021
2020
Balance at
beginni
ng of year
183.1
245.9
140.4
Additions
27.9
166.1
Financing cash outfl
ows from le
ase liabilities
(56.7)
(76.8)
(67.5)
Interest
expense
3.7
4.6
5.6
Modific
ation of
lea
ses
(2.7)
Exchange movements
8.2
(15.8)
1.3
Balance at end of
year
138.3
183.1
245.9
Present value of
future minimu
m lease payments cla
ssified as debt (N
ote 12)
172.0
Total lease liabilities
at end of y
ear
138.3
183.1
417.9
At March 31,
Lease Liabilities
2022
2021
2020
Current lease liabili
ty
56.9
52.5
75.0
Non
-
current lease liability
81.4
130.6
170.9
Total lease liabilities
at end of y
ear
138.3
183.1
245.9
A maturity analysis of our lease liabilities as at March 31, 2022 has been disclosed within Note 12.
The Group negotiated rent
concessions with its lessor
s for
mos
t
of its aircraft leases as a resul
t of the severe
impact of the Covid
-
19 pan
demic during fiscal year 202
1. The Group applied the practical expedi
ent for Covid
-
19
-related
rent concessions consis
tently to eligible rent concessions.
There were no further rent concessi
ons in fiscal year 2022.
The amount recognized in
profit or loss for the reporting period to reflect
changes in lease payments arising
from rent concessions to which the Group has app
l
ied the
practical expedient for
Covid
-
19
-
related rent con
cessions is
€nil
(2021:
€nil
, 2020:
€nil
).
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
178
177
177
4.
In
tangible assets
At
March
31,
2022
2021
2020
Landing rights
€M
€M
€M
Balance at
beginni
ng of year
146.4
146.4
146.4
Balance at
end of year
146.4
146.4
146.4
Landing slots were acqu
ired with the acquisition of Bu
zz Stansted Limited in April 200
3 and Lauda in fiscal year
2019.
As these landing slots have
no
exp
iry date and are exp
ected to be used in perpetuity, they are considered to be
of indefinite life and accordingly are not amortized. Th
e Company also considers that there has been
no
impairment of
the value of these rights to date. The recoverable am
ount of these rights has been determined on a value
-
in
-
use basis,
using discounted cash
-
flow
projections for a
twenty year
period
for each route that has an individual landing right. The
c
alculation of value
-
in
-
use is most sensitive to the oper
ating margin and discount rate assumptions. Ope
rating margins
are based on the existing margins g
enerated from these routes and adjusted for any known trading
conditions, including
an estimate of the
impact of the travel restrictions imposed b
y Covid
-
19 at the reporting date. The trading environment
is subject to both regulatory and competitive pressures
that can have a mat
erial effect on the operating performance of
the business. Foreseeable events, h
owever, are unlikely to result in a change of
projections of a significant nature so as
to result in the landing rights’ carrying am
ounts exceeding their recoverable a
mounts. These projections have been
discounted based on the estimated discount rate appli
cable to the asset
o
f
11.2%
for 202
2
,
11
.5%
for 202
1 and
9%
for
2020
.
5.
Inventories
At
March
31,
2022
2021
2020
€M
€M
€M
Consumables
4.3
3.6
3.3
6.
Oth
er assets
At
March
31,
2022
2021
2020
€M
€M
€M
Prepayments*
473.2
228.5
176.4
Interest
recei
vable
2.3
473.2
228.5
178.7
*Included in prep
ayments are a
mounts due after 1
year of appr
oximately
€72
m (2021:
€49
m;
2020:
€nil
). Prepayments incl
ude
€128
m
(2021:
€98
m; 2020:
€172
m) pertaini
ng to EU ETS carb
on credits to b
e utilized
within 1 year.
178
7.
Assets held for sale
In August 2019, th
e Company entered into an agreement to sell
10
Boeing 737NG aircraft for delivery in fiscal
year 2020 and 2021.
3
of these aircraft were sold in the year ended March 31, 202
0. The remaining
7
aircraft were sold
in the year ended Mar
ch 31, 2021 resulting in a gain of just ove
r
€13
m, which is included i
n fin
ance income on the
Consolidated Income Statem
ent. Note 1
7
shows the reportable segments for the
Group. The segment to which the sol
d
aircraft relate is Ryanair DAC
.
8.
Tr
ade receivables
At
March
31,
2022
2021
2020
€M
€M
€M
Trade r
eceivabl
es
43.5
18.6
67.5
43.5
18.6
67.5
All amounts fall due within one year.
There has been
no
change to the allowance for impairment during
the year (2021:
€nil
; 2020:
€nil
).
There were
no
bad deb
t write
-
offs in the year (2021:
€nil
; 2020:
€nil
).
At Marc
h 31, 2022,
€3.6
m (
2021:
€1
.0
m; 2020:
€3.3
m)
of the total accounts receivab
le balance were past due,
of which
€nil
(2021:
€nil
; 2020:
€nil
) was imp
aired and
€3.6
m
(2021:
€1.0m
; 2020:
€3.3
m) was
considered past du
e but
not impaired for which the expected
credit loss was considered immaterial.
9.
Restricted cash
Restricted cash consists of approximately
€23
m (2021:
€34
m; 2020:
€34
m) placed in escrow
accounts f
or
certain legal cases and app
eals (w
hich accounts for th
e majority of the balance).
10.
Trade payables
At
March
31,
2022
2021
2020
€M
€M
€M
Trade p
ayable
s
- Current
1,029.0
336.0
1,368.2
Trade p
ayable
s
-
Non
-current
49.2
179.9
1,078.2
515.9
1,368.2
During the year ended March 31, 2021, the Group revised its 2014 agreement with Boeing which resulted in a
reversal of certain pre
-
delivery trade payables of
€497
m.
Refer to
Note
2 to the consolidated finan
cial statements for
further details
.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
178
177
4.
In
tangible assets
At
March
31,
2022
2021
2020
Landing rights
€M
€M
€M
Balance at
beginni
ng of year
146.4
146.4
146.4
Balance at
end of year
146.4
146.4
146.4
Landing slots were acqu
ired with the acquisition of Bu
zz Stansted Limited in April 200
3 and Lauda in fiscal year
2019.
As these landing slots have
no
exp
iry date and are exp
ected to be used in perpetuity, they are considered to be
of indefinite life and accordingly are not amortized. Th
e Company also considers that there has been
no
impairment of
the value of these rights to date. The recoverable am
ount of these rights has been determined on a value
-
in
-
use basis,
using discounted cash
-
flow
projections for a
twenty year
period
for each route that has an individual landing right. The
c
alculation of value
-
in
-
use is most sensitive to the oper
ating margin and discount rate assumptions. Ope
rating margins
are based on the existing margins g
enerated from these routes and adjusted for any known trading
conditions, including
an estimate of the
impact of the travel restrictions imposed b
y Covid
-
19 at the reporting date. The trading environment
is subject to both regulatory and competitive pressures
that can have a mat
erial effect on the operating performance of
the business. Foreseeable events, h
owever, are unlikely to result in a change of projections of a significant
nature so as
to result in the landing rights’ carrying am
ounts exceeding their recoverable a
mounts. These projections have been
discounted based on the estimated discount rate appli
cable to the asset
o
f
11.2%
for 202
2
,
11
.5%
for 202
1 and
9%
for
2020
.
5.
Inventories
At
March
31,
2022
2021
2020
€M
€M
€M
Consumables
4.3
3.6
3.3
6.
Oth
er assets
At
March
31,
2022
2021
2020
€M
€M
€M
Prepayments*
473.2
228.5
176.4
Interest
recei
vable
2.3
473.2
228.5
178.7
*Included in prep
ayments are a
mounts due after 1
year of appr
oximately
€72
m (2021:
€49
m;
2020:
€nil
). Prepayments incl
ude
€128
m
(2021:
€98
m; 2020:
€172
m) pertaining t
o EU ETS carb
on credits to b
e utilized
within 1 year.
178
7.
Assets held for sale
In August 2019, the Co
mpany entered into an agreement to sell
10
Boeing 737NG aircraft for delivery in fiscal
year 2020 and 2021.
3
of these aircraft were sold in the year ended March 31, 202
0. The remaining
7
aircraft were sold
in the year ended Mar
ch 31, 2021 resulting in a gain of just ove
r
€13
m, which is included i
n fin
ance income on the
Consolidated Income Statem
ent. Note 1
7
shows the reporta
ble segments for the Group. The segment to which the sol
d
aircraft relate is Ryanair DAC
.
8.
Tr
ade receivables
At
March
31,
2022
2021
2020
€M
€M
€M
Trade r
eceivabl
es
43.5
18.6
67.5
43.5
18.6
67.5
All amounts fall due within one year.
There has been
no
change to the allowance for impairment during the
year (2021:
€nil
; 2020:
€nil
). There were
no
bad deb
t write
-
offs in the year (2021:
€nil
; 2020:
€nil
).
At Marc
h 31, 2022,
€3.6
m (
2021:
€1
.0
m; 2020:
€3.3
m)
of the total accounts receivab
le balance were past due,
of which
€nil
(2021:
€nil
; 2020:
€nil
) was impaired
and
€3.6
m
(2021:
€1.0m
; 2020:
€3.3
m) was
considered past du
e but
not impaired for which the expected
credit loss was considered immaterial.
9.
Restricted cash
Restricted cash consists of approximately
€23
m (2021:
€34
m; 2020:
€34
m)
placed in escrow ac
counts for
certain legal cases and app
eals (w
hich accounts for th
e majority of the balance).
10.
Tr
ade payables
At
March
31,
2022
2021
2020
€M
€M
€M
Trade p
ayable
s
- Current
1,029.0
336.0
1,368.2
Trade p
ayable
s
-
Non
-current
49.2
179.9
1,078.2
515.9
1,368.2
During the year ended March 31, 2021, the Group revised its 2014 agreement with Boeing which resulted in a
reversal of certain pre
-
delivery trade payables of
€497
m.
Refer to
Note
2 to the consolidated finan
cial statements for
further details
.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
180
179
179
11.
Accrued expenses and other liabilities
At
March
31,
2022
2021
2020
€M
€M
€M
Accruals
953.0
887.3
1,553.1
Indirect tax and dut
ies
485.6
96.7
489.8
Unearned revenue (c
ontract liabilit
ies)
1,554.2
290.9
546.5
2,992.8
1,274.9
2,589.4
Contract liabilities com
prise:
At
March
31,
2022
2021
2020
€M
€M
€M
Opening contract li
abilities
290.9
546.5
1,962.3
Revenue deferred during
the yea
r
5,648.4
1,248.0
6,107.2
Revenue recognized
during the year
(4,385.1)
(1,503.6)
(7,523.0)
Closing contract lia
bilities
1,554.2
290.9
546.5
Indirect tax and dut
ies comprise:
At
March
31,
2022
2021
2020
€M
€M
€M
PAYE (payroll taxe
s)
13.5
11.2
25.3
Other tax (principally
air passenger dut
y in various countri
es)
472.1
85.5
464.5
485.6
96.7
489.8
12.
Financial instruments
Fair v
alues and r
isk manag
ement
The Company utilizes financial instruments to reduc
e exposures to market risks throughout its business.
Borrowings, cash and
cash equivalents and liquid investments a
re used to financ
e the Company’s opera
tions. The
Company uses derivative financial instrum
ents, principally jet fuel derivatives, interest rate swaps, cross
-curren
cy
interest rate swap
s, op
tions,
and forward foreign exchange contracts to manage commodity risks, interest ra
te risks and
currency exposures and to achieve the desired profile of fixed and variable rate borrowings and leases in appropriate
currencies. It is the Company’s
policy
that no speculati
ve trading in financial instruments shall take place.
The main risks attaching to the Company’s financial
instruments, the Company’s strategy and approa
ch to
managing these risks, and
the details of the deriv
atives employed to hedge ag
ainst these risks have been di
sclosed in
this note.
(a)
Accounting classif
ications and fair values
The following tables show the carrying amounts and fair values of financial asse
ts and financial liabilities, by
class and category, as at March 31, 2022, 2021 and 2020.
It does not include fair value information for
financial assets
and financial liabilities not m
easured at fair value if the carrying amount is a reasonable app
roximation of fair value
(including cash and cash equivalents, finan
cial assets: cash > 3 months, restricted cash, trade receivables
, other asse
ts,
trade payables and accrued expenses)
.
180
The carrying value and fair value of the Company’s financial assets by class and category at March 31, 2022,
2021 and 2020 were as follows:
Cash
-
Fair value
Total
Amortized
Flow
through
Carrying
Total Fair
Cost
Hedg
es
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March
31,
20
22
Cash and cash
equiva
lents
2,669.0
2,669.0
Financial asset: c
ash > 3 month
s
934.1
934.1
Restrict
ed ca
sh
22.7
22.7
Derivative financial instruments:
-
U.S. dollar currenc
y forward cont
racts
474.1
474.1
474.1
-
Jet fuel & c
arbon derivative co
ntracts
956.3
956.3
956.3
-
Jet fuel options
15
0.5
150.5
150.5
-
Cros
s
-
currency sw
aps
4.6
4.6
4.6
-
GBP currency swap
s
Trade r
eceivabl
es
43.5
43.5
Other assets
Total fi
nanci
al ass
ets at
March
31,
2022
3,6
6
9.3
1,435.0
15
0.5
5,254.8
1,585.5
Cash
-
Fair value
Total
Amortized
Flow
through
Carrying
Total Fair
Cost
Hedg
es
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March
31,
20
21
Cash and cash
equival
ents
2,650.7
2,650.7
Financial asset: c
ash > 3 month
s
465.5
465.5
Restrict
ed ca
sh
34.1
34.1
Derivative financial instruments:
-
U.S. dollar currenc
y forward cont
racts
208.9
208.9
208.9
-
Cros
s
-
currency sw
aps
3.0
3.0
3.0
-
GBP currency swap
s
5.4
5.4
5.4
Trade r
eceivabl
es
18.6
18.6
Other assets
Total fi
nanci
al ass
ets at
March
31,
2021
3,168.9
217.3
3,386.2
217.3
Cash
-
Fair value
Total
Amortized
Flow
through
Carrying
Total Fair
Cost
Hedge
s
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March
31,
20
20
Cash and cash
equival
ents
2,566.4
2,566.4
Financial asset: c
ash > 3 month
s
1,207.2
1,207.2
Restrict
ed ca
sh
34.4
34.4
Derivative financial instruments:
-
U.S. dollar currenc
y forward cont
racts
663.7
663.7
663.7
-
Interest
rate swap
s
8.0
8.0
8.0
Trade r
eceivabl
es
67.5
67.5
Other assets
2.3
2.3
Total fi
nanci
al ass
ets at
March
31,
2020
3,877.8
671.7
4,549.5
671.7
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
180
179
11.
Accrued expenses and other liabilities
At
March
31,
2022
2021
2020
€M
€M
€M
Accruals
953.0
887.3
1,553.1
Indirect tax and dut
ies
485.6
96.7
489.8
Unearned revenue (c
ontract liabilit
ies)
1,554.2
290.9
546.5
2,992.8
1,274.9
2,589.4
Contract liabilities com
prise:
At
March
31,
2022
2021
2020
€M
€M
€M
Opening contract li
abilities
290.9
546.5
1,962.3
Revenue deferred during
the yea
r
5,648.4
1,248.0
6,107.2
Revenue recognized
during the year
(4,385.1)
(1,503.6)
(7,523.0)
Closing contract lia
bilities
1,554.2
290.9
546.5
Indirect tax and dut
ies comprise:
At
March
31,
2022
2021
2020
€M
€M
€M
PAYE (payroll taxe
s)
13.5
11.2
25.3
Other tax (principally
air passenger dut
y in various countri
es)
472.1
85.5
464.5
485.6
96.7
489.8
12.
Financial instruments
Fair v
alues and r
isk manag
ement
The Company utilizes financial instruments to reduc
e exposures to market risks throughout its business.
Borrowings, cash and
cash equivalents and liquid investments a
re used to financ
e the Company’s opera
tions. The
Company uses derivative financial instrum
ents, principally jet fuel derivatives, interest rate swaps, cross
-curren
cy
interest rate swap
s, op
tions,
and forward foreign exchange contracts to manage commodity risks, interest ra
te risks and
currency exposures and to achieve the desired profile of fixed and variable rate borrowings and leases in appropriate
currencies. It is the Company’s
policy
that no speculati
ve trading in financial instruments shall take place.
The main risks attaching to the Company’s financial
instruments, the Company’s strategy and approa
ch to
managing these risks, and
the details of the deriv
atives employed to hedge ag
ainst these risks have been di
sclosed in
this note.
(a)
Accounting classif
ications and fair values
The following tables show the carrying amounts and fair values of financial asse
ts and financial liabilities, by
class and category, as at March 31, 2022, 2021 and 2020.
It does not include fair value information for
financial assets
and financial liabilities not m
easured at fair value if the carrying amount is a reasonable app
roximation of fair value
(including cash and cash equivalents, finan
cial assets: cash > 3 months, restricted cash, trade receivables
, other asse
ts,
trade payables and accrued expenses)
.
180
The carrying value and fair value of the Company’s financial assets by class and category at March 31, 2022,
2021 and 2020 were as follows:
Cash
-
Fair value
Total
Amortized
Flow
through
Carrying
Total Fair
Cost
Hedg
es
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March
31,
20
22
Cash and cash
equiva
lents
2,669.0
2,669.0
Financial asset: c
ash > 3 month
s
934.1
934.1
Restrict
ed ca
sh
22.7
22.7
Derivative financial instruments:
-
U.S. dollar currenc
y forward cont
racts
474.1
474.1
474.1
-
Jet fuel & c
arbon derivative co
ntracts
956.3
956.3
956.3
-
Jet fuel options
15
0.5
150.5
150.5
-
Cros
s
-
currency sw
aps
4.6
4.6
4.6
-
GBP currency swap
s
Trade r
eceivabl
es
43.5
43.5
Other assets
Total fi
nanci
al ass
ets at
March
31,
2022
3,6
6
9.3
1,435.0
15
0.5
5,254.8
1,585.5
Cash
-
Fair value
Total
Amortized
Flow
through
Carrying
Total Fair
Cost
Hedg
es
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March
31,
20
21
Cash and cash
equival
ents
2,650.7
2,650.7
Financial asset: c
ash > 3 month
s
465.5
465.5
Restrict
ed ca
sh
34.1
34.1
Derivative financial instruments:
-
U.S. dollar currenc
y forward cont
racts
208.9
208.9
208.9
-
Cros
s
-
currency sw
aps
3.0
3.0
3.0
-
GBP currency swap
s
5.4
5.4
5.4
Trade r
eceivabl
es
18.6
18.6
Other assets
Total fi
nanci
al ass
ets at
March
31,
2021
3,168.9
217.3
3,386.2
217.3
Cash
-
Fair value
Total
Amortized
Flow
through
Carrying
Total Fair
Cost
Hedge
s
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March
31,
20
20
Cash and cash
equival
ents
2,566.4
2,566.4
Financial asset: c
ash > 3 month
s
1,207.2
1,207.2
Restrict
ed ca
sh
34.4
34.4
Derivative financial instruments:
-
U.S. dollar currenc
y forward cont
racts
663.7
663.7
663.7
-
Interest
rate swap
s
8.0
8.0
8.0
Trade r
eceivabl
es
67.5
67.5
Other assets
2.3
2.3
Total fi
nanci
al ass
ets at
March
31,
2020
3,877.8
671.7
4,549.5
671.7
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
182
181
181
The carrying values and fair values of the Compan
y’s financial liabilities by class and category were as
follows:
Liabilities
at
Fair value
Total
Amortized
Cash
-
Flow
through
Carrying
Total Fair
Cost
Hedge
s
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March
31,
20
22
Current maturities o
f debt
1,224.5
1,224.5
1,224.5
Non
-
current maturitie
s of debt
3,714.6
3,714.6
3,727.7
Derivative financial instruments:
-
U.S. dollar currenc
y forward contracts
31.0
31.0
31.0
-
Jet fuel & carb
on
derivat
ive c
ontrac
ts
7.6
7.6
7.6
Trade payables (Curr
ent)
1,029.0
1,029.0
Trade p
ayable
s (Non
-current)
49.2
49.2
49.2
Accrued expenses
953.0
953.0
Total financia
l liabilities at March
31,
2022
6,970.3
7.6
31.0
7,008.9
5,040.0
Liabilities
at
Fair value
Total
Amortized
Cash
-
Flow
through
Carrying
Total Fair
Cost
Hedge
s
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March
31,
20
21
Current maturities o
f debt
1,725.9
1,725.9
1,725.9
Non
-
current maturitie
s of debt
3,517.8
3,517.8
3,630.5
Derivative financial instruments:
-
U.S. dollar currenc
y forward contracts
40.0
25.8
65.8
65.8
-
Jet fuel &
carbon derivative contracts
19.8
19.8
19.8
Trade payables (Curr
ent)
336.0
336.0
Trade p
ayable
s (Non
-current)
179.9
179.9
179.9
Accrued expenses
887.3
887.3
Total financia
l liabilities at March
31,
2021
6,646.9
59.8
25.8
6,732.5
5,621.9
Liabilities
at
Fair value
Total
Amortized
Cash
-
Flow
through
Carrying
Total Fair
Cost
Hedge
s
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March
31,
20
20
Current maturities o
f debt
382.3
382.3
382.3
Non
-
current maturitie
s of debt
3,583.0
3,583.0
3,113.5
Derivative financial instruments:
-
U.S. dollar currenc
y forward contracts
2.2
2.2
2.2
-
Jet fuel derivative
contracts
1,228.3
1,228.3
1,228.3
Trade payables
1,368.2
1,368.2
Accrued expenses
1,553.1
1,553.1
Total financia
l liabilities at March
31,
2020
6,886.6
1,230.5
8,117.1
4,726.3
(b)
Measurement of fair values
Valuation techni
ques
Financial instruments me
asured at fair value in
the b
alance sheet are categori
z
ed by the type of
valuation
method used.
182
The different valuation leve
ls are defined as follows:
Level 1: Q
uoted prices (unadjusted) in active markets
for identical assets o
r liabilities that the Group can
access at the
measuremen
t date.
Level 2: Inpu
ts other than quoted prices included wi
thin Level 1 that are observabl
e for that asset or liability,
either directly or indirectly
.
Level 3: S
ignificant u
nobservable inputs for the asset or liabilit
y
.
The following paragra
phs des
cribe the valuation techniques used in measuring Level 2 and Level 3 fair values
for each material class of financial instruments in the consolidated balance sheet, as well as the significant
unobservable inputs used.
Financial instruments
measured
at fair
value
Derivatives
interest rate swaps:
Discounted cash
-
flow analyses have b
een used to determine their fair valu
e,
taking into account
current market inputs and
rates.
The Group’s credit risk and counterparty’s credit risk is taken into
account when establishing
fair value (Level 2).
Derivatives
currency forwa
rds, jet fuel forward contra
cts and carbon contracts:
A
comparison of the
co
ntracted rat
e to the market rate for contracts providing
a similar risk profile at March 31, 2022 has been used to
establish fair value. The Gr
oup’s credit risk and counterparty’s
credit risk is taken into account
when establishing fair
value (Level 2).
Derivatives
j
et fuel options:
The fair value of air
craft fuel options is determined based on market accept
ed
valuation techniques, prima
rily Black
-
Scholes model
ling (Level 2)
.
Financial instruments
not measured at
fair value
Fixed-
rate long
-
term debt
:
T
he repayments which Rya
nair is committed to make have been discounted at th
e
relevant market rates of interest applicable (including credit spreads) at the relevant reporting year end date to arr
ive at
a fair value representing the
amount payable to a thir
d
party to assume the obligations.
Trade payables:
The value of trade payables has not been discounted as the effects of disco
unting would not
be material.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
182
181
The carrying values and fair values of the Compan
y’s financial liabilities by class and category were as
follows:
Liabilities
at
Fair value
Total
Amortized
Cash
-
Flow
through
Carrying
Total Fair
Cost
Hedge
s
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March
31,
20
22
Current maturities o
f debt
1,224.5
1,224.5
1,224.5
Non
-
current maturitie
s of debt
3,714.6
3,714.6
3,727.7
Derivative financial instruments:
-
U.S. dollar currenc
y forward contracts
31.0
31.0
31.0
-
Jet fuel & carb
on
derivat
ive c
ontrac
ts
7.6
7.6
7.6
Trade payables (Curr
ent)
1,029.0
1,029.0
Trade p
ayable
s (Non
-current)
49.2
49.2
49.2
Accrued expenses
953.0
953.0
Total financia
l liabilities at March
31,
2022
6,970.3
7.6
31.0
7,008.9
5,040.0
Liabilities
at
Fair value
Total
Amortized
Cash
-
Flow
through
Carrying
Total Fair
Cost
Hedge
s
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March
31,
20
21
Current maturities o
f debt
1,725.9
1,725.9
1,725.9
Non
-
current maturitie
s of debt
3,517.8
3,517.8
3,630.5
Derivative financial instruments:
-
U.S. dollar currenc
y forward contracts
40.0
25.8
65.8
65.8
-
Jet fuel &
carbon derivative contracts
19.8
19.8
19.8
Trade payables (Curr
ent)
336.0
336.0
Trade p
ayable
s (Non
-current)
179.9
179.9
179.9
Accrued expenses
887.3
887.3
Total financia
l liabilities at March
31,
2021
6,646.9
59.8
25.8
6,732.5
5,621.9
Liabilities
at
Fair value
Total
Amortized
Cash
-
Flow
through
Carrying
Total Fair
Cost
Hedge
s
Profit & Loss
Value
Value
€M
€M
€M
€M
€M
At March
31,
20
20
Current maturities o
f debt
382.3
382.3
382.3
Non
-
current maturitie
s of debt
3,583.0
3,583.0
3,113.5
Derivative financial instruments:
-
U.S. dollar currenc
y forward contracts
2.2
2.2
2.2
-
Jet fuel derivative
contracts
1,228.3
1,228.3
1,228.3
Trade payables
1,368.2
1,368.2
Accrued expenses
1,553.1
1,553.1
Total financia
l liabilities at March
31,
2020
6,886.6
1,230.5
8,117.1
4,726.3
(b)
Measurement of fair values
Valuation techni
ques
Financial instruments me
asured at fair value in
the b
alance sheet are categori
z
ed by the type of
valuation
method used.
182
The different valuation leve
ls are defined as follows:
Level 1: Q
uoted prices (unadjusted) in active markets
for identical assets o
r liabilities that the Group can
access at the
measuremen
t date.
Level 2: I
np
uts other than quoted prices included wi
thin Level 1 that are observabl
e for that asset or liability,
either directly or indirectly
.
Level 3: S
ignificant
unobservable inputs for the asset or liabilit
y
.
The following paragraphs
describe the valuation techniques used in measuring L
e
vel 2 and Level 3 fair values
for each material class of financial instruments in the consolidated balance sheet, as well as the significant
unobservable inputs used.
Financial instruments
measured
at fair
value
Derivatives
in
terest rate swaps:
Discounted cash
-
flow analyses have b
een used to determine their fair valu
e,
taking into account
current market inputs and
rates.
The Group’s credit risk and counterparty’s credit risk is taken into
account when establishing
fair value (Level 2).
Derivatives
currency forwa
rds, jet fuel forward con
tracts and carbon contracts:
A
comparison of the
co
ntracted rate
to the market rate for contracts providing
a similar risk profile at March 31, 2022 has been used to
establish fair value. The Gr
oup’s credit risk and counterparty’s
credit risk is taken into account
when establishing fair
value (Level 2).
Derivatives
j
et fuel options:
The fair value of air
craft fuel options is determined based on market accept
ed
valuation techniques, prima
rily Black
-
Scholes model
ling (Level 2)
.
Financial instruments
not measured at
fair value
Fixed-
rate long
-
term debt
:
T
he repayments which Rya
nair is committed to make have been discounted at th
e
relevant market rates of interest applicable (including credit spreads) at the relevant reporting year end date to arr
ive at
a fair value representing the
amount payable to a thir
d
party to assume the obligations.
Trade payables:
The value of trade payables has not been discounted as the effects of discounting would not
be material.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
184
183
183
Level
1
Level
2
Level
3
Total
€M
€M
€M
€M
At March
31,
20
22
Derivative assets mea
sured at fair value
for risk management
purposes
U.S. dollar currency
forward contracts
474.1
474.1
Cross
-
currency swaps
4.6
4.6
Jet fuel and carb
on
1,106.8
1,106.8
1,585.5
1,585.5
Derivative liabilities
measured at f
air value for risk
ma
nagement purposes
U.S. currency forward contracts
31.0
31.0
Jet fuel and carb
on
7.6
7.6
38.6
38.6
Financial liabilities not
measured at f
air value
Debt
4,952.2
4,952.2
Non
-
current trade payables
49.2
49.2
5,001.4
5,001.4
Total
6,625.5
6,625.5
Level
1
Level
2
Level
3
Total
€M
€M
€M
€M
At March
31,
20
21
Derivative assets mea
sured at fair value
for risk management
purposes
U.S. dollar currency
forward contracts
208.9
208.9
Jet fuel & c
arbon derivative cont
racts
5.4
5.4
Cross
-
currency swaps
3.0
3.0
217.3
217.3
Derivative liabilities
measured at f
air value for risk
management purposes
U.S. currency forward contracts
65.8
65.8
Jet fuel & c
arbon derivative cont
racts
19.8
19.8
85.6
85.6
Financial liabilities not
measured at f
air value
Long-
term debt
5,356.4
5,356.4
Non
-
current trade payables
179.9
179.9
5,536.3
5,536.3
Total
5,839.2
5,839.2
Level
1
Level
2
Level
3
Total
€M
€M
€M
€M
At March
31,
20
20
Derivative assets mea
sured at fair value
for risk management
purposes
U.S. dollar currency
forward contracts
663.7
663.7
Jet fuel derivative
contracts
Cross
-
currency swaps
8.0
8.0
671.7
671.7
Derivative liabilities
measured at f
air value for risk
management purposes
U.S. currency forward contracts
2.2
2.2
Jet fuel derivative
contracts
1,228.3
1,228.3
1,230.5
1,230.5
Financial liabilities not
measured at f
air value
Long-
term debt
3,495.8
3,495.8
Total
5,398.0
5,398.0
184
Transfers between
Levels 1
and 2 and transfers out of Level 3
During the years ended March 31, 20
22, 202
1
and 20
20 there were
no
transfers
between Level
1 and Level 2
fair-value measuremen
ts, and
no
transfers
into or
out
of Level 3 fair
-
value measurement.
(c)
Financial risk man
agement
Risk management framewor
k
The Audit Committee of the Board of Directors has responsibility for monitoring the treasury policies and
procedures of the Group,
which include controls over the p
rocedures used to manage the main finan
cial risks arising
from the Group’s operations. Such
risks comprise market risks including comm
odity price, foreign exchange and interest
rate risks, credit risk and liquidity risk.
The Group uses various derivative financial instruments to manage its exposure
to market risks, including
the risks relating to
flu
ctuations in commodity prices and curren
cy exchange rates. Ryanair
uses forward contracts
and call options
for the purchase of its jet fuel
(jet kerosene) and carbon credit (Emission Trading
Scheme) requiremen
ts to reduce its exposure to commodity pric
e risk. It also uses foreign currency forwar
d contracts
to reduce its exposure to risks related to foreign currencies, principall
y the U.S. dol
lar exposure associated
with the
purchase of new Boeing
737 aircraft and the U.S. d
ollar exposure asso
ciated with
the purchase
of jet fuel
.
All derivatives,
with the exception of jet fuel call options, are designated as cash flow hedges with the resulting g
ains or lo
sses taken
to other reserves. Je
t fuel call options are me
asured at fair value
with the resulting gain
s or
losses taken to the income
statement.
Market risk
Ryanair is exposed to mar
ket risks relating to fluctu
ations in commodity prices, interest
rates and currency
exchange rates. The
objective of financial risk man
agement at Ryanair is to mini
mize the
impact of
commodity price,
interest rate and foreign exchange rate flu
ctuations on the Company’s earnings, cash flows and equi
ty.
The Group uses deriv
atives to manage market risks.
All such transactions are car
ried out within the guideline
s
set by the Audit Committee
. Generally, the Group seeks to apply hedge accounting
to manage volatility in profit or loss.
Currency risk
The Group is exposed to foreign currency risk to the e
xtent that there is a mismatch between the currencies in
which sales, purchases
, receivables and
borrowings are denomina
ted and the respective functi
onal currencies of Group
companies. The functi
onal currencies of Group com
panies is the euro. The main currencies
in which non
-euro
transactions occur giving ri
se to foreign currency ris
k are primarily den
ominated in U.S. doll
ars and U.K. pounds sterling.
The Company manages this risk by typically matching U.K. pounds sterling revenues against U.K. pounds
sterling costs. Surplus U.K.
pounds sterling revenues are sometim
es used to fund fo
rward fore
ign exchange contracts
to hedge U.S. dollar curre
ncy exposures that arise in relation to fuel, maint
enance, aviation insuran
ce, and capital
expenditure costs and typically U.K. pounds sterling are converted into euro. Additionally, the Group swap
s euro for U.S.
dollars using forward curre
ncy contracts to cover any expected U.S. dollar outflows for these costs. From ti
me to time,
the Company also swaps U.K. pounds sterling for euro using forward currency contracts to hedge expected future
surplus U
.K. pound
s sterling. From time to time the Group also enters into cross
-
curren
cy interest rate swaps to hedge
against fluctuations in foreign
exchange rates and interest rates in respect of U.S. dollar denominated borr
owings.
Forward currency contra
cts are designated as cash
-
fl
ow hedges of forecasted U.S. dollar payments and have
been determined to be highly effective in offsetting variability in future cash flows arising from the fluctuation in the U.S
.
dollar and euro exchange rates for the forecasted U.
S. dollar purch
ases.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
184
183
Level
1
Level
2
Level
3
Total
€M
€M
€M
€M
At March
31,
20
22
Derivative assets mea
sured at fair value
for risk management
purposes
U.S. dollar currency
forward contracts
474.1
474.1
Cross
-
currency swaps
4.6
4.6
Jet fuel and carb
on
1,106.8
1,106.8
1,585.5
1,585.5
Derivative liabilities
measured at f
air value for risk
ma
nagement purposes
U.S. currency forward contracts
31.0
31.0
Jet fuel and carb
on
7.6
7.6
38.6
38.6
Financial liabilities not
measured at f
air value
Debt
4,952.2
4,952.2
Non
-
current trade payables
49.2
49.2
5,001.4
5,001.4
Total
6,625.5
6,625.5
Level
1
Level
2
Level
3
Total
€M
€M
€M
€M
At March
31,
20
21
Derivative assets mea
sured at fair value
for risk management
purposes
U.S. dollar currency
forward contracts
208.9
208.9
Jet fuel & c
arbon derivative cont
racts
5.4
5.4
Cross
-
currency swaps
3.0
3.0
217.3
217.3
Derivative liabilities
measured at f
air value for risk
management purposes
U.S. currency forward contracts
65.8
65.8
Jet fuel & c
arbon derivative cont
racts
19.8
19.8
85.6
85.6
Financial liabilities not
measured at f
air value
Long-
term debt
5,356.4
5,356.4
Non
-
current trade payables
179.9
179.9
5,536.3
5,536.3
Total
5,839.2
5,839.2
Level
1
Level
2
Level
3
Total
€M
€M
€M
€M
At March
31,
20
20
Derivative assets mea
sured at fair value
for risk management
purposes
U.S. dollar currency
forward contracts
663.7
663.7
Jet fuel derivative
contracts
Cross
-
currency swaps
8.0
8.0
671.7
671.7
Derivative liabilities
measured at f
air value for risk
management purposes
U.S. currency forward contracts
2.2
2.2
Jet fuel derivative
contracts
1,228.3
1,228.3
1,230.5
1,230.5
Financial liabilities not
measured at f
air value
Long-
term debt
3,495.8
3,495.8
Total
5,398.0
5,398.0
184
Transfers between
Levels 1
and 2 and transfers out of Level 3
During the years ended March 31, 20
22, 202
1
and 20
20 there were
no
transfers
between Level
1 and Level 2
fair-value measuremen
ts, and
no
transfers
into or
out
of Level 3 fair
-
value measurement.
(c)
Financial risk man
agement
Risk management framewor
k
The Audit Committee of the Board of Directors has responsibility for monitoring the treasury policies and
procedures of the Group,
which include controls over the p
rocedures used to manage the main finan
cial risks arising
from the Group’s operations. Such
risks comprise market risks including comm
odity price, foreign exchange and interest
rate risks, credit risk and liquidity risk. The Group uses various derivative financial instruments to manage its exposure
to market risks, including
the risks relating to
flu
ctuations in commodity prices and curren
cy exchange rates. Ryanair
uses forward contracts
and call options
for the purchase of its jet fuel (
jet kerosene) and carbon credit (Emission Trading
Scheme) requiremen
ts to reduce its exposure to commodity pric
e risk. It also uses foreign currency forwar
d contracts
to reduce its exposure to risks related to foreign currencies, principall
y the U.S. dol
lar exposure associated
with the
purchase of new Boeing
737 aircraft and the U.S. d
ollar exposure asso
ciated with
the purchase
of jet fuel
.
All derivatives,
with the exception of jet fuel call options, are designated as cash flow hedges with the resulting gains or losses taken
to other reserves. Je
t fuel call options are me
asured at fair value
with the resulting gain
s or
losses taken to the income
statement.
Market risk
Ryanair is exposed to mar
ket risks relating to fluctu
ations in commodity prices, interest
rates and currency
exchange rates. The
objective of financial risk man
agement at Ryanair is to mini
mize the
impact of
commodity price,
interest rate and foreign exchange rate flu
ctuations on the Company’s earnings, cash flows and equi
ty.
The Group uses deriv
atives to manage market risks.
All such transactions are car
ried out within the guideline
s
set by the Audit Committee
. Generally, the Group seeks to apply hedge accounting
to manage volatility in profit or loss.
Currency risk
The Group is exposed to foreign currency risk to the e
xtent that there is a mismatch between the currencies in
which sales, purchases
, receivables and
borrowings are denomina
ted and the respective functi
onal currencies of Group
companies. The functi
onal currencies of Group com
panies is the euro. The main currencies
in which non
-euro
transactions occur giving ri
se to foreign currency ris
k are primarily den
ominated in U.S. doll
ars and U.K. pounds sterling.
The Company manages this risk by typically matching
U.K. pounds sterling revenues against U.K. pounds
sterling costs. Surplus U.K.
pounds sterling revenues are sometim
es used to fund fo
rward fore
ign exchange contracts
to hedge U.S. dollar curre
ncy exposures that arise in relation to fuel, maint
enance, aviation insuran
ce, and capital
expenditure costs and typically U.K. pounds sterling are converted into euro. Additionally, the Group swap
s euro for U.S.
dollars using forward curre
ncy contracts to cover any expected U.S. dollar outflows for these costs. From ti
me to time,
the Company also swaps U.K. pounds sterling for euro using forward currency contracts to hedge expected future
surplus U.K. p
ounds sterling. From time to time the Group
also enters into cross
-
currency interest rate sw
aps to hedge
against fluctuations in foreign
exchange rates and interest rates in respect of U.S. dollar denominated b
orrowings.
Forward currency contra
cts are designated as cash
-
fl
ow hedges of forecasted U.S. dollar payments and have
been determined to be highly effective in offsetting variability in future cash flows arising from the fluctuation in the U.S
.
dollar and euro exchange rates for the forecasted U.
S. dollar purch
ases.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
186
185
185
In these hedge relationshi
ps, the main sources of ineffectiveness are
changes in the timing of the hedg
ed
transactions. The Group recorded a hedge ineffectiveness loss of
€nil
on ineffective currency cash
-
flow
hedges for fiscal
year 2
022 (2021:
€8
m loss,
2020:
€40
m gain). The fis
cal year 2021 and 2020 hedge ineffectiveness losses primarily
related to delayed capital e
xpenditure (principally due to the late delive
ry of new aircraft) and a reduced requir
ement for
USD fuel purchases.
Exposure to currency
risk
The summary quantitative data about the Group’s exp
osure to c
urrency risk as reported to the management
of
the Group is as follows:
At March 31,
2022
2021
2020
GBP
U.S.$
Euro €
GBP
U.S.$
Euro €
GBP
U.S.$
Euro €
£M
$M
€M
£M
$M
€M
£M
$M
€M
Monetary assets
U.K. pounds sterling
cash and li
quid resources
28.3
33.6
8.1
9.5
22.5
25.3
U.S. Dollar cash
and liquid re
sources
386.8
349.6
506.7
432.0
2,150.1
1,949.5
28.3
386.8
383.2
8.1
506.7
441.5
22.5
2,15
0.1
1,974.8
At March 31,
2022
2021
2020
GBP
U.S.$
Euro €
GBP
U.S.$
Euro €
GBP
U.S.$
Euro €
£M
$M
€M
£M
$M
€M
£M
$M
€M
Monetary liabilities
U.S. dollar long t
erm debt
311.3
*
281.3
95.7
81.6
129.2
117.1
U.K. GBP debt
597.3
701.8
Pre-
delivery payments due
to Boeing
296.2
267.7
517.3
441.1
1,051.8
957.6
607.5
549.0
597.3
613.0
1,224.5
1,181.0
1,074.7
*
During the year ended March 31, 2022, the
Group issued promissory notes to the value of
approximately
€226
m
(U.S.$250m
)
wit
h maturity
dates of October 2022. Th
e notes were issued in settle
ment of certain aircraft trad
e payables
and are non
-
interest bearing. T
he c
arrying value of the promissory notes is not considered to be materially different from
its fair value.
The following exchange rat
es have been applied
:
At March 31,
2022
2021
2020
USD 1.0000
1.1065
1.1728
1.1029
GBP 1.0000
0.8422
0.8510
0.8883
186
The notional principal amounts
of forward foreign exchange contracts are as follows:
At March 31,
2022
2021
2020
€M
€M
€M
Within Year 1
4,607.7
1,506.9
3,670.9
Greater
than 1
Year
2,097.8
1,562.4
4,075.7
Total
6,705.5
3,069.3
7,746.6
The notional principle
amount of outstanding for
ward foreign exchange contra
cts at March 31, 2022 are tre
ated
as cash flow hedges to he
dge jet fuel, capital expenditure and
maintenance contracts in
U.S.
dollars.
As a
t March 31,
202
2
the hedged U.S. dollar rate is
approximately U.S.
$1.21
to €1.00.
Sensitivity analysis
A plus or minus change of
10%
in relevant foreign currency exchange rates, based on outstanding foreign
currency-
denomina
ted financial assets and financi
al liabilities at March 31, 2022 would have a positive imp
act of
€26
m
on the income statement (net of tax) (2021:
€40
m; 2020:
€246
m)
if the rate fell by
10%
and a negative impact of
€2
m
on the income statement (net of tax) (2021:
€33
m; 202
0:
€235
m) if the rate increased by
10%
. The same movement of
10%
in foreign currency exchange rates would have a positive
695
m impact (net of tax) o
n equity if the rate fell by
10%
and a negative
5
88
m impact (net of tax)
if the rate increased by
10%
(2021:
€304
m positive or
€372
m negative; 2020:
€649
m positive or
€531
m negative).
Interest rate risk
The Group’s objective for in
terest rate risk management is to redu
ce interest
-
ra
te risk through a combinat
ion of
financial instruments, which lock in interest rates on debt and by matching a proportion of floating rate assets with
floating rate liabilities. In line with the above interest rat
e risk management strategy, the Group has entered into a series
of interest rate swaps
to hedge against fluctuations in
interest rates for certain
floating rate financial arrang
ements and
certain other obligations.
Th
e Group also utilizes cross currency interest rate swaps to manage exposures to fluctuations in foreign
exchange rates of U.S. dollar denominated floa
ting rate borrowings, together with managing the exp
osures to
fluctuations in interest rate
s on these U.S.
do
llar denominated floating rate b
orrowings. Cross curren
cy interest rate
swaps are primarily used to convert a por
tion of the Group’s U.S. dollar denominated debt to euro and flo
ating rate
interest exposures into fixe
d rate exposures and are set so as to
match exactly the critical
terms of the underlying debt
being hedged (i.e. notional principal, interest rate set
tings, re
-
pricing dates). These are all designated in cash
-
flow
hedges of the forecasted U.S. dollar variable inter
est payments on the Group’s
underlying debt and have been
determined to be highly eff
ective in achieving offsetting cash flo
ws. Accordingly,
no
ineffectiveness h
as been recorded
in the income statement relating to these hedges in the
current year.
Floating interest rates on financia
l liabilities are referenced to
European interbank interest ra
tes (EURIBOR).
Secured long
-
term debt and interest rate swaps typi
cally re
-
price on a quarterly b
asis. The Group uses current interest
rate settings on existing fl
oating rate debt at ea
ch year
-e
nd to calculate contractu
al cash flows. Fixed interes
t rates on
financial liabilities are fixed for the du
ration of the underlying structures.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
186
185
In these hedge relationshi
ps, the main sources of ineffectiveness are
changes in the timing of the hedg
ed
transactions. The Group recorded a hedge ineffectiveness loss of
€nil
on ineffective currency cash
-
flo
w hedges for fiscal
year 2
022 (2021:
€8
m loss,
2020:
€40
m gain). The fis
cal year 2021 and 2020 hedge ineffectiveness losses primarily
related to delayed capital e
xpenditure (principally due to the late delive
ry of new aircraft) and a reduced requir
ement for
USD fuel purchases.
Exposure to currency
risk
The summary quantitative data about the Group’s exp
osure to c
urrency risk as reported to the management
of
the Group is as follows:
At March 31,
2022
2021
2020
GBP
U.S.$
Euro €
GBP
U.S.$
Euro €
GBP
U.S.$
Euro €
£M
$M
€M
£M
$M
€M
£M
$M
€M
Monetary assets
U.K. pounds sterling
cash and li
quid resources
28.3
33.6
8.1
9.5
22.5
25.3
U.S. Dollar cash
and liquid re
sources
386.8
349.6
506.7
432.0
2,150.1
1,949.5
28.3
386.8
383.2
8.1
506.7
441.5
22.5
2,15
0.1
1,974.8
At March 31,
2022
2021
2020
GBP
U.S.$
Euro €
GBP
U.S.$
Euro €
GBP
U.S.$
Euro €
£M
$M
€M
£M
$M
€M
£M
$M
€M
Monetary liabilities
U.S. dollar long t
erm debt
311.3
*
281.3
95.7
81.6
129.2
117.1
U.K. GBP debt
597.3
701.8
Pre-
delivery payments due
to Boeing
296.2
267.7
517.3
441.1
1,051.8
957.6
607.5
549.0
597.3
613.0
1,224.5
1,181.0
1,074.7
*
During the year ended March 31, 2022, the
Group issued promissory notes to the value of
ap
proximately
€226
m
(U.S.$250m
)
wit
h maturity
dates of October 2022. Th
e notes were issued in settle
ment of certain aircraft trad
e payables
and are non
-
interest bearing.
The c
arrying value of the promissory notes is not considered to be materially different from
its fair value.
The following exchange rat
es have been applied
:
At March 31,
2022
2021
2020
USD 1.0000
1.1065
1.1728
1.1029
GBP 1.0000
0.8422
0.8510
0.8883
186
The notional principal amounts
of forward foreign exchange contracts are as follows:
At March 31,
2022
2021
2020
€M
€M
€M
Within Year 1
4,607.7
1,506.9
3,670.9
Greater
than 1
Year
2,097.8
1,562.4
4,075.7
Total
6,705.5
3,069.3
7,746.6
The notional principle
amount of outstanding for
ward foreign exchange contra
cts at March 31, 2022 are tre
ated
as cash flow hedges to he
dge jet fuel, capital expenditure and
maintenance contracts in
U.S.
dollars.
As a
t March 31,
202
2
the hedged U.S. dollar rate is
approximately U.S.
$1.21
to €1.00.
Sensitivity analysis
A plus or minus change of
10%
in relevant foreign currency exchange rates, based on outstanding foreign
currency-
denomina
ted financial assets and financi
al liabilities at March 31, 2022 would have a positive imp
act of
€26
m
on the income statement (net of tax) (2021
:
€40
m; 2020:
€246
m)
if the
rate fell by
10%
and a negative impact of
€2
m
on the income statement (net of tax) (2021:
€33
m; 202
0:
€235
m) if the rate increased by
10%
. The same movement of
10%
in foreign currency exchange rates would have a positive
695
m impact (net of tax) o
n equity if the rate fell by
10%
and a negative
5
88
m impact (net of tax)
if the rate increased by
10%
(2021:
€304
m positive or
€372
m negati
ve; 2020:
€649
m positive or
€531
m negative).
Interest rate risk
The Group’s objective for in
terest rate risk management is to redu
ce interest
-
ra
te risk through a combinat
ion of
financial instruments, which lock in interest rates on debt and by matching a proportion of floating rate assets with
floating rate liabilities. In line with the above interest rat
e risk management strategy, the Group has entered into a series
of interest rate swaps
to hedge against fluctuations in
interest rates for certain
floating rate financial arrang
ements and
certain other obligations.
Th
e Group also utilizes cross currency interest rate swaps to manage exposures to fluctuations in foreign
exchange rates of U.S. dollar denomina
ted floating rate borrowings, togethe
r with managing the exposures to
fluctuations in interest rate
s on these U.S.
do
llar denominated floating rate b
orrowings. Cross curren
cy interest rate
swaps are primarily used to convert a por
tion of the Group’s U.S. dollar denominated debt to euro and flo
ating rate
interest exposures int
o fixed rate exposures and are se
t so as to
ma
tch exactly the critical terms of the under
lying debt
being hedged (i.e. notional principal, interest rate set
tings, re
-
pricing dates). These are all designated in cash
-
flow
hedges of the forecasted U.S. dollar variable inter
est payments on the Group’s
underlying debt and have been
determined to be highly eff
ective in achieving offsetting cash flo
ws. Accordingly,
no
ineffectiveness h
as been recorded
in the income statement relating to these hedges in the
current year.
Floating interest rates on financia
l liabilities are referenced to
European interbank interest ra
tes (EURIBOR).
Secured long
-
term debt and interest rate swaps typi
cally re
-
price on a quarterly basis. T
he Group uses current interest
rate settings on existing fl
oating rate debt at ea
ch year
-e
nd to calculate contractu
al cash flows. Fixed interes
t rates on
financial liabilities are fixed for the du
ration of the underlying structures.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
188
187
187
Exposures to interest
rate risk
The following was the maturity profile of the Group’s financial liabilities (
exclud
ing aircraft provisions, trade
payables and accrued expenses)
.
Weighted
average
2027
-
rate
2023
2024
2025
2026
2028
Total
At March 31,
2022
(%)
€M
€M
€M
€M
€M
€M
Fixed rate
Secure
d debt
2.43%
62.9
52.2
12.0
127.1
Unsecured debt
1.31%
1,140.9
*
807.7
47.8
847.0
1,197.9
4,041.3
Deb
t
1.35%
1,203.8
859.9
59.8
847.0
1,197.9
4,168.4
Lease
liabilities
-
right of use
2.33%
56.9
51.0
26.2
3.1
1.1
138.3
Total fi
xed r
ate deb
t
1,260.7
910.9
86.0
850.1
1,199.0
4,306.7
Flo
ating rate
Secure
d debt
0.14
%
20.7
20.7
Unsecured long term
debt
0.75%
750.0
750.0
Total floating rate
debt
0.73%
20.7
750.0
770.7
Total financia
l liabilities
1,281.4
910.9
836.0
850.1
1,199.0
5,077.4
* I
ncludes
promissory note
s amounting to
€226
m
Weighted
average
2026
-
rate
2022
2023
2024
2025
2027
Total
At March 31,
2021
(%)
€M
€M
€M
€M
€M
€M
Fixed rate
Secure
d debt
2.47%
63.5
61.4
51.3
11.3
187.5
Unsecured debt
1.46%
1,617.4
916.2
808.9
49.0
849.0
4,240.5
Deb
t
1.50%
1,680.9
977.6
860.2
60.3
849.0
4,428.0
Lease
liabilities
-
right of use
2.39%
52.5
53.8
48.1
24.8
3.9
183.1
Total fi
xed r
ate deb
t
1,733.4
1,031.4
908.3
85.1
852.9
4,611.1
Floating rate
Secure
d long term d
ebt
0.70%
45.0
20.7
65.7
Unsecu
red long term
debt
750.0
750.0
Total floating rate
debt
0.70%
45.0
20.7
750.0
815.7
Tot
al f
in
ancial lia
bilities
1,778.4
1,052.1
908.3
835.1
852.9
5,426.8
Weighted
average
2025
-
rate
2021
2022
2023
2024
2026
Total
At March 31,
2020
(%)
€M
€M
€M
€M
€M
€M
Fixed rate
Secure
d long term d
ebt
2.48%
63.8
65.4
63.0
52.2
12.1
256.5
Unsecured long term
debt
1.32%
34.0
876.9
877.5
770.2
50.0
2,608.6
Lon
g term debt
1.42%
97.8
942.3
940.5
822.4
62.1
2,865.1
Financ
e lease
s
2.51%
116.0
116.0
Lease
liabilities
-
right of use
2.47%
75.0
51.6
52.1
46.0
21.2
245.9
Tot
al fixed r
ate debt
288.8
993.9
992.6
868.4
83.3
3,227.0
Floating rate
Secured long term d
ebt
0.58%
105.9
45.0
20.7
171.6
Unsecu
red long term
debt
750.0
750.0
Financ
e lease
s
1.19%
62.6
62.6
Total floating rate
debt
0.62%
168.5
45.0
20.7
750.0
984.2
Total financia
l liabilities
457.3
1,038.9
1,013.3
868.4
833.3
4,211.2
188
Th
e Group holds significant cash balances that a
re invested on a short
-
term b
asis. At March 31, 2022, all of the
Group’s cash and liquid re
sources attracted a weighted
average interest rate of
-
0.31%
(2021:
-
0.26%
; 2020:
0.73%
).
Interest rates on cash and li
quid resources are generally based on the appropriate EURIBOR or bank rates dependent on
the principal amounts on deposit.
At March 31,
2022
2021
2020
Within
Within
Within
1
year
1
year
1
year
Financial
asset
s
€M
€M
€M
Cash and cash
equival
ents
2,669.0
2,650.7
2,566.4
Cash > 3 months
934.1
465.5
1,207.2
Restrict
ed ca
sh
22.7
34.1
34.4
Total fi
nanci
al ass
ets
3,625.8
3,150.3
3,808.0
Derivative financial inst
ruments
Interest rate risk exp
osure
The Group has cross currency swaps to swap fixed r
ate U.S. dollar denominated debt of US
$48.1
m (2021:
US
$65
m; 2020:
US
$82
m) into a fixed rate euro debt of
€38
m (2021:
€52
m; 2
020:
€65
m). As at March 31, 2022 the
hedged euro fixed interest rate varies between
1.54%
to
1.79%
depend
ing on the v
arious tranches.
Sensitivity analysis
Based on the levels of and compositi
on of y
ear
-
end interest bearing assets and
liabilities, including derivatives,
at Marc
h 31, 2022, a
plus
on
e
p
ercentage
point movement in interest rates would resu
lt in a respective
decrease of
approximately
€19
m (net of
tax) in net interest income and expense (2021: increase
€6
m, 2020: increase
€38
m) and a
minus
one
percentage point movemen
t in interest rates would result in a respe
ctive increase of approximate
ly
€33
m in
net interest income and expense in the income stat
ement (2021: increase
€48
m; 2020
:
decrease
€38
m) and a
nil
increase or decrease in equity (2021:
nil
; 2020:
nil
). Al
l of the Group’s interest rate swaps (to the extent that it has any)
are used to swap variable rate deb
t to fixed rate debt; consequently, a
ny changes
in interest rates would have
an equal
and opposite income statement effect for both the interest rate swaps and
the debt
.
Jet fuel and carbon credits price risk
The Group’s historical fuel risk management policy has been to hedge up to approximately
90%
of the forecast
fuel consumption to ensur
e that the future cost per gallon of fu
el is locked in. This policy was adopted t
o prevent the
Group being exposed, in the
short term, to adverse movements in global jet fuel prices. However, when deemed to be in
the best interests of the Group, the Group does not necessari
ly hedge up to this limit. At March 31, 2022, the Group had
entered into
forward hedging covering
approximately
80%
of the Group
’s estimated fuel exposure for fiscal year 2023
and
5%
of the Group’s estimated fuel exposure for fiscal year 2024.
The Group utilizes jet fuel forward contracts and jet f
uel call options to manage exposure to jet fuel prices.
Thes
e are used t
o hedge the Group’s forecasted fuel
purchases and are arranged
so as to match as closely a
s possible
against forecasted fuel de
livery and paymen
t requirements. Jet fuel fo
rward contracts are des
ignated as cash
-
fl
ow
hedges of forecasted fuel
pay
ments and have been determined
to be highly effective in offsetting variability in future
cash flows arising from fluctuat
ions in jet fuel prices. Jet fuel call options are not designated in hedg
ing relationships.
The Group has entered into jet fuel forward contr
acts with a number of counterparties to hedge jet fuel
purchases over a period of up to
18 to 24 months. The notional amount of these contracts ar
e
€913
m (2021:
609
m;
2020:
2,829
m) at an average hedged rate of approximately US
$640
per metric tonne. (2021
: US
$545
; 2020: U
S
$588
).
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
188
187
Exposures to interest
rate risk
The following was the maturity profile of the Group’s financial liabilities (
exclud
ing aircraft provisions, trade
payables and accrued expenses)
.
Weighted
average
2027
-
rate
2023
2024
2025
2026
2028
Total
At March 31,
2022
(%)
€M
€M
€M
€M
€M
€M
Fixed rate
Secure
d debt
2.43%
62.9
52.2
12.0
127.1
Unsecured debt
1.31%
1,140.9
*
807.7
47.8
847.0
1,197.9
4,041.3
Deb
t
1.35%
1,203.8
859.9
59.8
847.0
1,197.9
4,168.4
Lease
liabilities
-
right of use
2.33%
56.9
51.0
26.2
3.1
1.1
138.3
Total fi
xed r
ate deb
t
1,260.7
910.9
86.0
850.1
1,199.0
4,306.7
Flo
ating rate
Secure
d debt
0.14
%
20.7
20.7
Unsecured long term
debt
0.75%
750.0
750.0
Total floating rate
debt
0.73%
20.7
750.0
770.7
Total financia
l liabilities
1,281.4
910.9
836.0
850.1
1,199.0
5,077.4
* I
ncludes
promissory note
s amounting to
€226
m
Weighted
average
2026
-
rate
2022
2023
2024
2025
2027
Total
At March 31,
2021
(%)
€M
€M
€M
€M
€M
€M
Fixed rate
Secure
d debt
2.47%
63.5
61.4
51.3
11.3
187.5
Unsecured debt
1.46%
1,617.4
916.2
808.9
49.0
849.0
4,240.5
Deb
t
1.50%
1,680.9
977.6
860.2
60.3
849.0
4,428.0
Lease
liabilities
-
right of use
2.39%
52.5
53.8
48.1
24.8
3.9
183.1
Total fi
xed r
ate deb
t
1,733.4
1,031.4
908.3
85.1
852.9
4,611.1
Floating rate
Secure
d long term d
ebt
0.70%
45.0
20.7
65.7
Unsecu
red long term
debt
750.0
750.0
Total floating rate
debt
0.70%
45.0
20.7
750.0
815.7
Tot
al f
in
ancial lia
bilities
1,778.4
1,052.1
908.3
835.1
852.9
5,426.8
Weighted
average
2025
-
rate
2021
2022
2023
2024
2026
Total
At March 31,
2020
(%)
€M
€M
€M
€M
€M
€M
Fixed rate
Secure
d long term d
ebt
2.48%
63.8
65.4
63.0
52.2
12.1
256.5
Unsecured long term
debt
1.32%
34.0
876.9
877.5
770.2
50.0
2,608.6
Lon
g term debt
1.42%
97.8
942.3
940.5
822.4
62.1
2,865.1
Financ
e lease
s
2.51%
116.0
116.0
Lease
liabilities
-
right of use
2.47%
75.0
51.6
52.1
46.0
21.2
245.9
Tot
al fixed r
ate debt
288.8
993.9
992.6
868.4
83.3
3,227.0
Floating rate
Secured long term d
ebt
0.58%
105.9
45.0
20.7
171.6
Unsecu
red long term
debt
750.0
750.0
Financ
e lease
s
1.19%
62.6
62.6
Total floating rate
debt
0.62%
168.5
45.0
20.7
750.0
984.2
Total financia
l liabilities
457.3
1,038.9
1,013.3
868.4
833.3
4,211.2
188
Th
e Group holds significant cash balances that a
re invested on a short
-
term b
asis. At March 31, 2022, all of the
Group’s cash and liquid re
sources attracted a weighted
average interest rate of
-
0.31%
(2021:
-
0.26%
; 2020:
0.73%
).
Interest rates on cash and li
quid resources are generally based on the appropriate EURIBOR or bank rates dependent on
the principal amounts on deposit.
At March 31,
2022
2021
2020
Within
Within
Within
1
year
1
year
1
year
Financial
asset
s
€M
€M
€M
Cash and cash
equival
ents
2,669.0
2,650.7
2,566.4
Cash > 3 months
934.1
465.5
1,207.2
Restrict
ed ca
sh
22.7
34.1
34.4
Total fi
nanci
al ass
ets
3,625.8
3,150.3
3,808.0
Derivative financial inst
ruments
Interest rate risk exp
osure
The Group has cross currency swaps to swap fixed r
ate U.S. dollar denominated debt of US
$48.1
m (2021:
US
$65
m; 2020:
US
$82
m) into
a fixed rate eur
o debt of
€38
m (2021:
€52
m; 2020:
€65
m). As at March 31, 2022 the
hedged euro fixed interest rate varies between
1.54%
to
1.79%
depend
ing on the v
arious tranches.
Sensitivity analysis
Based on the levels of and compositi
on of y
ear
-
end interest bearing assets and
liabilities, including derivatives,
at Marc
h 31, 2022, a
plus
on
e
p
ercentage
point movement in interest rates would resu
lt in a respective
decrease of
approximately
€19
m (net of
tax) in net interest income and expense (2021: increase
€6
m, 2020: increase
€38
m) and a
minus
one
percentage point movemen
t in interest rates would result in a respe
ctive increase of approximate
ly
€33
m in
net interest income and expense in the income stat
ement (2021: increase
€48
m; 2020
:
decrease
€38
m) and a
nil
increase or decrease in equity (2021:
nil
; 2020:
nil
). Al
l of the Group’s interest rate swaps (to the extent that it has any)
are used to swap variable rate deb
t to fixed rate debt; consequently, a
ny changes
in interest rates would have
an equal
and opposite income statement effect for both the interest rate swaps and
the debt
.
Jet fuel and carbon credits price risk
The Group’s historical fuel risk management policy has been to hedge up to approximately
90%
of the forecast
fuel consumption to ensur
e that the future cost per gallon of fu
el is locked in. This policy was adopted t
o prevent the
Group being exposed, in the
short term, to adverse movements in global jet fuel prices. However, when deemed to be in
the best interests of the Group, the Group does not necessari
ly hedge up to this limit. At March 31, 2022, the Group had
entered into
forward hedging covering
approximately
80%
of the Group
’s estimated fuel exposure for fiscal year 2023
and
5%
of the Group’s estimated fuel exposure for fiscal year 2024.
The Group utilizes jet fuel forward contra
cts and jet fuel call options to manage exposure to jet fuel p
rices.
Thes
e are used to hedg
e the Group’s forecasted fuel
purchases and are arranged
so as to match as closely a
s possible
against forecasted fuel de
livery and paymen
t requirements. Jet fuel fo
rward contracts are des
ignated as cash
-
fl
ow
hedges of forecasted fuel
pay
ments and have been determined
to be highly effective in offsetting variability in future
cash flows arising from fluctuat
ions in jet fuel prices. Jet fuel call options are not designated in hedg
ing relationships.
The Group has entered into jet fuel forward contr
acts with a number of counterparties to hedge jet fuel
purchases over a period of up to
18 to 24 months. The notional amount of these contracts ar
e
€913
m (2021:
609
m;
2020:
2,829
m) at an average hedged rate of approximately US
$640
per metric tonne. (2021
: US
$545
; 2020: U
S
$588
).
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
190
189
189
In these hedging relationships the main sources of ineffectiveness are chang
es in the timing of the hedged
transactions. The Group recorded a hedge ineffectiveness charge of €
nil
in fiscal year 2022 (2021:
219
m, 2020:
447
m
)
in relation to jet fuel hedges (€
nil
in relation to jet fuel swaps, and
nil
in relation currenc
y forward contracts). The
hedge
ineffectiveness charge in fiscal year 202
1 was due to the widespread grounding of aircraft, travel restriction and
lockdow
ns as a result of European G
overnments reactions to the spread of Covid
-
19.
The European Union Emissi
ons Trading System (“EU
-
ETS”)
is applicable to
airlines from Januar
y 1, 2012. Ryanair
recognizes the cost associ
ated with the purchase of carbon credits a
s part of the EU
-
ET
S as an expense in the income
statement. This expense is recognized in line with fu
el consumed during the fiscal year as the Group’s carbon emissions
and fuel consumptions are direct
ly linked.
The Group’s fu
el risk management policy inc
ludes hedging of the Group’
s
EU
-
ETS and UK
-
ETS (carb
on)
exposures. This policy was adopted to prevent the Group being exp
osed, in the
short term, to adverse movements in
carbon credit prices. H
owever, when deemed
to be in the best interests
of the Group, i
t may devi
ate from this policy. At
March 31, 2022, the Group had hedged approximately
85%
of the Group’s estimated carbon exposure for fiscal year
2023 at approximately
€48
per EUA (2021: fiscal year 2022 was
100%
hedged at
€24
)
and
£75
per UKA (2021: not
applicable).
Sensitivity Analysis
A plus or minus change of
10%
in the price of jet fuel at March 31, 2022 wo
uld have a
-
€40
m impact (2021:
-
€4
m) on the income statement (net of tax) if the price fell by
10%
and an
+
€47
m imp
act (2021:
+
€4
m) if the price
increased by
10%
. The same movement of
10%
in the price of jet fuel at March 31, 2022 would have a
-
€234
m impact
(2021:
-
65
m) on equity if the price fell by
10%
and a +
€234
m impact (2021:
+
65
m) if the price increased by
10%
.
A plus or minus change
of
10
%
in the price of carbon at M
arch 31, 2022 would have a
nil
impact (2021:
nil
) on
the income statement (net of tax) if the price fell by
10%
and a
nil
impact (2021:
nil
) if the price increased by
10%
.
Th
e
same movement of
10%
in the price of carbon at Mar
ch 31, 2022 would have a
-
€26
m
impact (2021:
nil
) on equity if
the price fell by
10%
and a +
€26
m
impact (2021:
nil
) if the price increased by
10%
.
Credit risk
Credit risk is the risk of fina
ncial loss to the Group if a customer or
counterparty to a
financial instrument fa
ils
to meet its contractual obli
gations and arises principally from trade
receivables, cash and cash equi
valents, derivatives
and guarantees.
Trade receivables
The Group’s revenues derive p
rincipally from airline travel on scheduled services, internet inc
ome and in
-flight
and related sales. Revenue
is primarily derived from European routes.
No
individual custome
r accounts for a
significant portion of total revenu
e.
At March 31, 2022, approximately
€3.6
m (2021:
1.0
m
; 2020:
3.3
m) of our total accounts receivable balanc
e
were past due, of which
€ni
l
(2021:
€nil
; 2020:
€nil
) was impaired and
€3.6
m (2021:
€1.0
m;
2020:
3.3
m) was
considered past due but not impaired
for which the expected credit loss was con
sidered immaterial
190
Cash and cash e
quivalents
The Group holds significant cash balances, which are classified as either cash and cash equivalents or financial
assets >3 months. These deposits and other fin
ancial
instruments (prin
cipally certain derivatives and loans as
identified
above) give rise to
credit risk on amounts due fr
om counterparties. Credit risk is
managed by limiting the ag
gregate
amount and duration of e
xposure to any one counterparty th
rough regul
ar review of counterpar
ties’ market
-based
ratings, Tier 1 capital level
and credit default swap rates and by t
aking into account bank counterpar
ties’ systemic
importance to the financial systems of their home
countries. The Group
limits the
concentration o
f risk in relati
on to a
ny
one institution
for cash
and cash equivalents.
Deposits are entered in
to with parties that have high
investment grade
credit ratings from the
main rating agencies, inc
luding Standard & Poor’s
(“S&P”) Moody’s and F
itch ratings. The
Gro
up
also monitors where counterparty credit default swap
s are trading. The maximum exposure arising in the event of
default on the part of the counterparty is the carr
ying value of the relevant financial instrument. T
he Group is authorized
to place funds on deposit for periods up to
18 months
.
Derivatives
In line with the Group’s policies and procedures, derivatives are entered into with parties that have high
investment grade credit rating
s from the main rating agencies, including Standard & Poor’s (“
S&P”), Moody’s and
Fitch
ratings. The Group also avoids concentration
of risk in relation to derivat
ive counterparties.
Guarantees
At March 31, 2022, the G
roup has provided
approximately
€5,085
m
(2021:
5,432
m; 2020:
4,236
m) in letters
of
guarantee to secure obligations of subsidiary undertakings in respect of loans, bank advances and long dated
foreign
currency transactions.
In order to avail itself of t
he exemption contained in Section 357 of the Companies Act, 2014, the holding
compan
y,
Ryanair Holdings plc, has guaranteed the liabilities and commitments of its subsidiary undertakings registered
in Ireland. As a result
, the subsidiary undertakings ha
ve been exempted from the
requirement to annex
their statutory
financial statements to th
ei
r annual returns.
Liquidity risk and c
apital management
Liquidity risk is the risk that the Group will enco
unter difficulty in m
eeting the o
bligations associated with its
financial activities that are
settled by delivering cash or another
financial asset. T
he Group’s objective when manag
ing
liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when they fall due and to provide adequ
ately
for contingencies.
The Group’s cash and liqu
id resources comprise cash
and cash equiv
alents, short
-
term investmen
ts and
restricted cash. The Group defines the capital that it manages as the Group’
s long
-
term debt and equity. The Group’s
policy is to maintain a strong capital base so as to maintain investor, creditor and marke
t confidence and to maintain
sufficient financial r
esources to mitigate
against risks and unforeseen
event
s. In
addition, the Group aims t
o achieve the
best available return on investments of surplus cash
subject to credit risk and liquidity const
raints.
The Group finances its working capital requirements through a combinati
on of cash generated from operations,
bank loans, debt capital market issuan
ces and government corporate finan
cing facilities for general corp
orate purposes
including the acquisiti
on of aircraft. The Group had
cash and liquid resour
ces at March 31, 2022 of
€3,626
m (2021:
€3,150
m; 2020:
€3,808
m). During the year, the Group had a net cash outflows of
€957
m
in relatio
n to property, plant and
equipment (2021: inflows of
195
m; 2020: outflo
w of
€579
m). Cash generated from operations has been th
e principal
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
190
189
In these hedging relationships the main sources of ineffectiveness are chang
es in the timing of the hedged
transactions. The Group recorded a hedge ineffectiveness charge of €
nil
in fiscal year 2022 (2021:
219
m, 2020:
447
m
)
in relation to jet fuel hedges (€
nil
in relation to jet fuel swaps, and
nil
in relation currenc
y forward contracts). The
hedge
ineffectiveness charge in fiscal year 202
1 was due to the widespread grounding of aircraft, travel restriction and
lockdow
ns as a result of European G
overnments reactions to the spread of Covid
-
19.
The European Union Emissi
ons Trading System (“EU
-
ETS”)
is applicable to
airlines from Januar
y 1, 2012. Ryanair
recognizes the cost associ
ated with the purchase of carbon credits a
s part of the EU
-
ET
S as an expense in the income
statement. This expense is recognized in line with fu
el consumed during the fiscal year as the Group’s carbon emissions
and fuel consumptions are direct
ly linked.
The Group’s fu
el risk management policy inc
ludes hedging of the Group’
s
EU
-
ETS and UK
-
ETS (carb
on)
exposures. This policy was adopted to prevent the Group being exp
osed, in the
short term, to adverse movements in
carbon credit prices. H
owever, when deemed
to be in the best interests
of the Group, i
t may devi
ate from this policy. At
March 31, 2022, the Group had hedged approximately
85%
of the Group’s estimated carbon exposure for fiscal year
2023 at approximately
€48
per EUA (2021: fiscal year 2022 was
100%
hedged at
€24
)
and
£75
per UKA (2021: not
applicable).
Sensitivity Analysis
A plus or minus change of
10%
in the price of jet fuel at March 31, 2022 wo
uld have a
-
€40
m impact (2021:
-
€4
m) on the income statement (net of tax) if the price fell by
10%
and an
+
€47
m imp
act (2021:
+
€4
m) if the price
increased by
10%
. The same movement of
10%
in the price of jet fuel at March 31, 2022 would have a
-
€234
m impact
(2021:
-
65
m) on equity if the price fell by
10%
and a +
€234
m imp
act (
2021:
+
65
m) if the price increased by
10%
.
A plus or minus change
of
10
%
in the price of carbon at M
arch 31, 2022 would have a
nil
impact (2021:
nil
) on
the income statement (net of tax) if the price fell by
10%
and a
nil
impact (2021:
nil
) if the price increased by
10%
.
Th
e
same movement of
10%
in the price of carbon at Mar
ch 31, 2022 would have a
-
€26
m
impact (2021:
nil
) on equity if
the price fell by
10%
and a +
€26
m
impact (2021:
nil
) if the price increased by
10%
.
Credit risk
Credit risk is the risk of fina
ncial loss to the Group if a customer or
counterparty to a
financial instrument fa
ils
to meet its contractual obli
gations and arises principally from trade
receivables, cash and cash equi
valents, derivatives
and guarantees.
Trade receivables
The Group’s revenues derive p
rincipally from airline travel on scheduled services, internet inc
ome and in
-flight
and related sales. Revenue
is primarily derived from European routes.
No
individual custome
r accounts for a
significant portion of total revenu
e.
At March 31, 2022, approximately
€3.6
m (2021:
1.0
m
; 2020:
3.3
m) of our total accounts receivable balanc
e
were past due, of which
€ni
l
(2021:
€nil
; 2020:
€nil
) was impaired and
€3.6
m (2021:
€1.0
m;
2020:
3.3
m) was
considered past due but not impaired
for which the expected credit loss was c
onsidered immaterial
190
Cash and cash e
quivalents
The Group holds significant cash balances, which are classified as either cash and cash equivalents or financial
assets >3 months. These deposits and other fin
ancial
instruments (prin
cipally certain derivatives and loans as
identified
above) give rise to
credit risk on amounts due fr
om counterparties. Credit risk is
managed by limiting the ag
gregate
amount and duration of e
xposure to any one counterparty th
rough regul
ar review of counterpar
ties’ market
-based
ratings, Tier 1 capital level
and credit default swap rates and by t
aking into account bank counterpar
ties’ systemic
importance to the financial systems of their home
countries. The Group
limits the
concentration o
f risk in relati
on to a
ny
one institution
for cash
and cash equivalents.
Deposits are entered in
to with parties that have high
investment grade
credit ratings from the
main rating agencies, inc
luding Standard & Poor’s
(“S&P”) Moody’s and F
itch ratings. The
Gro
up
also monitors where counterparty credit default swap
s are trading. The maximum exposure arising in the event of
default on the part of the counterparty is the carr
ying value of the relevant financial instrument. T
he Group is authorized
to place fund
s on deposit for p
eriods up to
18 months
.
Derivatives
In line with the Group’s policies and procedures, derivatives are entered into with parties that have high
investment grade credit rating
s from the main rating agencies, including Standard & Poor’s (“
S&P”), Moody’s
and Fitch
ratings. The Group also avoids concentration
of risk in relation to derivat
ive counterparties.
Guarantees
At March 31, 2022, the G
roup has provided
approximately
€5,085
m
(2021:
5,432
m; 2020:
4,236
m) in letters
of
guarantee to secure obligations of subsidiary undertakings in respect of loans, bank advances and long dated
foreign
currency transactions.
In order to avail itself of t
he exemption contained in Section 357 of the Companies Act, 2014, the holding
compan
y,
Ryanair Holdings plc, has guaranteed the liabilities and commitments of its subsidiary undertakings registered
in Ireland. As a result
, the subsidiary undertakings ha
ve been exempted from the
requirement to annex
their statutory
financial statements to th
ei
r annual returns.
Liquidity risk and c
apital management
Liquidity risk is the risk that the Group will enco
unter difficulty in m
eeting the o
bligations associated with its
financial activities that are
settled by delivering cash or another
financial asset. T
he Group’s objective when manag
ing
liquidity is to ensure that it will have sufficient liquidity to meet its liabilities when they fall due and to provide adequ
ately
for contingencies.
The Group’s cash and liqu
id resources comprise cash
and cash equiv
alents, short
-
term investmen
ts and
restricted cash. The Group defines the capital that it manages as the Group’
s long
-
term debt and equity. The Group’s
policy is to maintain a strong capital base so as to maintain investor, creditor and marke
t confidence and to maintain
sufficient financial r
esources to mitigate
against risks and unforeseen
event
s. I
n addition, the Group aims t
o achieve the
best available return on investments of surplus cash
subject to credit risk and li
quidity constraints.
The Group finances its working capital requirements through a combinati
on of cash generated from operations,
bank loans, debt capital ma
rket issuances and govern
ment corporate financing fa
cilities for general corp
orate purposes
including the acquisiti
on of aircraft. The Group had
cash and liquid resour
ces at March 31, 2022 of
€3,626
m (2021:
€3,150
m; 2020:
€3,808
m). During the year, the Group had a net cash outflows of
€957
m
in relatio
n to property, plant and
equipment (2021: inflows o
f
195
m; 2020: outflo
w of
€579
m). Cash generated from operat
ions has been the principal
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
192
191
191
source for these cash requirements, during the
year, supplemented primarily by general corporate purposes debt capital
market issuance of
€1,200
m. The G
roup repaid the HMT and Bank of Engla
nd CCFF facility of
£600
m. During the year,
the Group funded
€nil
in share buybacks (2021:
nil
; 2020:
€58
1
m).
The Board of Directors periodicall
y reviews the capital structure of the Group, considering the
cost of capital
and the risks associa
ted with each class of c
apital. The Board approves any mat
erial adjustments to the capi
tal structure
in terms of the relative proportions of deb
t and equity.
Management believes that the wor
king capital available to the Group is sufficient for its present requi
remen
ts
and will be sufficient to meet its anticipated requirements for capital expenditures a
nd other cash requirements for fiscal
year 2023.
At March 31, 2022, the Group had total borr
owings of
€5,07
7
m (2021:
€5,427
m; 2020:
€4,211
m),
including
capitalized l
eases (under I
FRS 16) of
€138
m (2021:
€183
m; 2020:
€246
m) from various financial institutions and the
debt capital markets. Fin
ancing for the acquisition of
50
Boeing 737
-
800
NG
aircraft (2021:
66
; 2020:
89
) was provided
on the basis of guarantees
granted b
y the
Ex
-
Im Bank. Th
e guarantees are secured with
a first fixed mortgage on the
delivered aircraft. The remaining long
-
term debt relates to
four
unsecured Euro
bonds,
with a cumulative amount of
€3,650
m
, a
€750
m unsecured syndicate bank loan, and
29
aircraf
t held under
operating
leases in right of use assets.
Exposure to liquidit
y risk
The following are the remaining contractual maturities of financia
l liabil
ities at the reporting date. These
amounts are gross and undiscounted and include
estimated contractual interest payments.
The total contra
ctual cash
flows for the derivative financial instruments have bee
n presented to reflect the gross settled amounts associated with
the currency and commodit
y forward contracts.
Total
Total
Carryi
ng
Contractual
Value
Cash
Flow
s
2023
2024
2025
2026
Thereafter
At
March
31,
20
22
€M
€M
€M
€M
€M
€M
€M
Long and short t
erm debt and le
ases:
-
Fixed
rate
debt:
1.35%
4,168.4
4,341.5
1,260.1
904.8
95.1
872.2
1,209.3
-
Floating rate debt:
0.73%
770.7
783.5
26.4
5.7
751.4
-
Lease
liabilities
138.3
142.0
59.2
52.2
26.6
3.0
1.0
5,077.4
5,267.0
1,345.7
962.7
873.1
875.2
1,210.3
Derivative financial instruments
- Curren
cy forward contr
acts
outflows
31.0
496.8
496.8
- Curren
cy forward contr
acts
inflows
463.7
463.7
-
Comm
od
ity forward contracts
7.6
7.6
7.6
Trade pa
yables
1,078.2
1,078.2
1,029.0
49.2
Accrued
expens
es
953.0
953.0
953.0
Total at March
31, 202
2
7,147.2
8,266.3
4,295.8
1,011.9
873.1
875.2
1,210.3
192
Total
Total
Carryi
ng
Contractual
Value
Cash
Flow
s
2022
2023
2024
2025
Thereafter
At
March
31,
20
21
€M
€M
€M
€M
€M
€M
€M
Long and short t
erm debt and le
ases:
-
Fixed
rate
debt:
1.40%
4,428.0
4,646.7
1,746.7
1,022.8
894.2
85.1
897.9
-
Floating rate debt:
0.70%
815.7
834.4
50.8
26.5
5.7
751.4
-
Lease
liabilities
183.1
189.0
56.3
54.6
49.7
24.5
3.9
5,426.8
5,670.1
1,853.8
1,103.9
949.6
861.0
901.8
Derivative financial instruments
- Curren
cy forward contr
acts
outflows
65.8
3,181.9
2,718.7
428.7
8.9
22.9
2.7
- Curren
cy forward contr
acts
inflows
(3,117.2)
(2,662.8)
(418.7)
(9.1)
(23.8)
(2.8)
-
Commodity forward c
ontracts
19.8
19.8
19.8
Trade payables
515.9
515.9
336.0
130.0
26.8
23.1
Accrued
expens
es
887.3
887.3
887.3
Total at March
31, 202
1
6,915.6
7,157.8
3,152.8
1,243.9
976.2
883.2
901.7
Total
Total
Carrying
Contractual
Value
Cash
Flow
s
2021
2022
2023
2024
Thereafter
At March 31,
2020
€M
€M
€M
€M
€M
€M
€M
Long term debt and
leases:
-
Fixed
rate
debt
1.42%
2,981.1
3,089.8
253.8
980.6
961.1
832.0
62.3
-
Floating rate d
ebt
0.62%
984.2
1,006.5
174.6
50.1
25.7
4.9
751.2
-
Lease
liabilities
245.9
245.9
75.0
51.6
52.1
46.0
21.2
4,211.2
4,342.2
503.4
1,082.3
1,038.9
882.9
834.7
Derivative financial instruments
- Curren
cy forward contr
acts
2.2
2.2
2.2
-
Comm
od
ity forward contracts
1,228.3
1,228.3
1,047.8
180.5
Trade pa
yables
1,368.2
1,368.2
1,368.2
Accrued
expens
es
1,553.1
1,553.1
1,553.1
Total at March
31, 202
0
8,363.0
8,494.0
4,474.7
1,262.8
1,038.9
882.9
834.7
The interest payments on
floating rate debt in the table above
reflect market f
orward interest rates at the
reporting date and thes
e amounts may change
as market interest rates
change. The future cash flows
on derivative
instruments may be differe
nt from the amount in the
above table as interest rates
and exchange rat
es chang
e. Except
for these financial liabilities, it is not expected that the cash flows included i
n the maturity analysis could occur
significantly earlier, or for sig
nificantly different amounts.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
192
191
source for these cash requirements, during the
year, supplemented primarily by general corporate purposes debt capital
market issuance of
€1,200
m. The G
roup repaid the HMT and Bank of Engla
nd CCFF facility of
£600
m. During the year,
the Group funded
€nil
in share buybacks (2021:
€nil
; 2020:
€58
1
m).
The Board of Directors periodicall
y reviews the capital structure of the Group, considering the
cost of capital
and the risks associa
ted with each class of c
apital. The Board approves any mat
erial adjustments to the capi
tal structure
in terms of the relative proportions of deb
t and equity.
Management believes that the wor
king capital available to the Group is sufficient for its present requi
remen
ts
and will be sufficient to meet its anticipated requirements for capital expenditures a
nd other cash requirements for fiscal
year 2023.
At March 31, 2022, the Group had total borr
owings of
€5,07
7
m (2021:
€5,427
m; 2020:
€4,211
m),
including
capitalized l
eases (under I
FRS 16) of
€138
m (2021:
€183
m; 2020:
€246
m) from various financial institutions and the
debt capital markets. Fin
ancing for the acquisition of
50
Boeing 737
-
800
NG
aircraft (2021:
66
; 2020:
89
) was provided
on the basis of guarantees
granted b
y the
Ex
-
Im Bank. Th
e guarantees are secured with
a first fixed mortgage on the
delivered aircraft. The remaining long
-
term debt relates to
four
unsecured Euro
bonds,
with a cumulative amount of
€3,650
m
, a
€750
m unsecured syndicate bank loan, and
29
aircraf
t held under
operating
leases in right of use assets.
Exposure to liquidit
y risk
The following are the remaining contractual maturities of financia
l liabil
ities at the reporting date. These
amounts are gross and undiscounted and include
estimated contractual interest payments.
The total contra
ctual cash
flows for the derivative financial instruments have bee
n presented to reflect the gross settled amounts associated with
the currency and commodit
y forward contracts.
Total
Total
Carryi
ng
Contractual
Value
Cash
Flow
s
2023
2024
2025
2026
Thereafter
At
March
31,
20
22
€M
€M
€M
€M
€M
€M
€M
Long and short t
erm debt and le
ases:
-
Fixed
rate
debt:
1.35%
4,168.4
4,341.5
1,260.1
904.8
95.1
872.2
1,209.3
-
Floating rate debt:
0.73%
770.7
783.5
26.4
5.7
751.4
-
Lease
liabilities
138.3
142.0
59.2
52.2
26.6
3.0
1.0
5,077.4
5,267.0
1,345.7
962.7
873.1
875.2
1,210.3
Derivative financial instruments
- Curren
cy forward contr
acts
outflows
31.0
496.8
496.8
- Curren
cy forward contr
acts
inflows
463.7
463.7
-
Comm
od
ity forward contracts
7.6
7.6
7.6
Trade pa
yables
1,078.2
1,078.2
1,029.0
49.2
Accrued
expens
es
953.0
953.0
953.0
Total at March
31, 202
2
7,147.2
8,266.3
4,295.8
1,011.9
873.1
875.2
1,210.3
192
Total
Total
Carryi
ng
Contractual
Value
Cash
Flow
s
2022
2023
2024
2025
Thereafter
At
March
31,
20
21
€M
€M
€M
€M
€M
€M
€M
Long and short t
erm debt and le
ases:
-
Fixed
rate
debt:
1.40%
4,428.0
4,646.7
1,746.7
1,022.8
894.2
85.1
897.9
-
Floating rate debt:
0.70%
815.7
834.4
50.8
26.5
5.7
751.4
-
Lease
liabilities
183.1
189.0
56.3
54.6
49.7
24.5
3.9
5,426.8
5,670.1
1,853.8
1,103.9
949.6
861.0
901.8
Derivative financial instruments
- Curren
cy forward contr
acts
outflows
65.8
3,181.9
2,718.7
428.7
8.9
22.9
2.7
- Curren
cy forward contr
acts
inflows
(3,117.2)
(2,662.8)
(418.7)
(9.1)
(23.8)
(2.8)
-
Commodity forward c
ontracts
19.8
19.8
19.8
Trade payables
515.9
515.9
336.0
130.0
26.8
23.1
Accrued
expens
es
887.3
887.3
887.3
Total at March
31, 202
1
6,915.6
7,157.8
3,152.8
1,243.9
976.2
883.2
901.7
Total
Total
Carrying
Contractual
Value
Cash
Flow
s
2021
2022
2023
2024
Thereafter
At March 31,
2020
€M
€M
€M
€M
€M
€M
€M
Long term debt and
leases:
-
Fixed
rate
debt
1.42%
2,981.1
3,089.8
253.8
980.6
961.1
832.0
62.3
-
Floating rate d
ebt
0.62%
984.2
1,006.5
174.6
50.1
25.7
4.9
751.2
-
Lease
liabilities
245.9
245.9
75.0
51.6
52.1
46.0
21.2
4,211.2
4,342.2
503.4
1,082.3
1,038.9
882.9
834.7
Derivative financial instruments
- Curren
cy forward contr
acts
2.2
2.2
2.2
-
Comm
od
ity forward contracts
1,228.3
1,228.3
1,047.8
180.5
Trade pa
yables
1,368.2
1,368.2
1,368.2
Accrued
expens
es
1,553.1
1,553.1
1,553.1
Total at March
31, 202
0
8,363.0
8,494.0
4,474.7
1,262.8
1,038.9
882.9
834.7
The interest payments on
floating rate debt in the table above
reflect market f
orward interest rates at the
reporting date and thes
e amounts may change
as market interest rates
change. The future cash flows
on derivative
instruments may be differe
nt from the amount in the
above table as interest rates
and exchange rat
es chang
e. Except
for these financial liabilities, it is not expected that the cash flows included i
n the maturity analysis could occur
significantly earlier, or for sig
nificantly different amounts.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
194
193
193
(d)
Derivative financial in
struments
Designated as
cash flow hedges
As a result of the widespr
ead grounding of aircraft du
e to the Covid
-
19 pandemic, the Group operated
a
significantly
redu
ced flying schedule in the years ending M
arch 31, 2022 and 20
21 compared to what was originally
expected.
Derivative financial inst
ruments:
At
March
31,
2022
2021
2020
M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
337.5
170.1
495.3
Fuel and oil operating expenses
105.6
(27.0)
166.2
GBP currency swaps
5.4
Interest rate ri
sk
Variable-
rate
instrument
s
4.5
3.0
8.0
Commodity price ri
sk
Fuel and carbon
operating expenses
948.7
(19.8)
(1,228.3)
Net derivative position at
year end
1,396.3
131.7
(558.8)
Change in gross va
lue used for
calculating hedge inef
fectiveness:
At
March
31,
2022
2021
2020
€M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
(1
29.8
)
356.7
(170.8)
Fuel and oil operating expenses
(110.5)
210.6
131.0
GBP currency swap
9.6
(5.4)
Interest rate ri
sk
Variable-
rate instrument
s
(1.4)
5.1
(3.8)
Commodity price ri
sk
Fuel and carbon
operating expenses
(788.8)
(1,108.5)
271.9
Total
(1,
020.9
)
(541.5)
228.3
194
The gross amounts at the reporting date relating to ite
ms designated as hedged items were as follows:
At
March
31,
20
22
Continuing
Balance
hedges
remaining
**
Total
€M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
322.5
72.6
395.1
Fuel and oil operating expenses
105.6
105.6
GBP currency swaps
Interest rate ri
sk
Variable-
rate
instrument
s
(4.3)
(4.3)
Commodity price ri
sk
Fuel and carbon
operating expenses
948.7
948.7
Gr
oss cashflow hedge re
serve
1,372.5
72.6
1,445.1
*Defer
red ta
xes i
ncluded
in Hedg
e rese
rve w
ere
€150
m
** Balance remain
ing in the cas
hflow hedge
reserve for which
hedge accounting i
s no longer appl
ied
At
March
31,
20
21
Continuing
Balance
hedges
remaining
**
Total
€M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
139.7
102.3
242.0
Fuel and oil operating expenses
(10.6)
(10.6)
GBP currency swaps
5.4
5.4
Interest rate ri
sk
Variable-
rate
instrument
s
(6.1)
(6.1)
Commodity price ri
sk
Fuel and carbon
operating expenses
(14.0)
(14.0)
Gross cashflow hedge re
s
erve
114.4
102.3
216.7
* Defe
rred
taxes
inclu
ded in
Hedg
e rese
rve w
ere
€5
m
** Balance remain
ing in the cas
hflow hedge
reserve for which
hedge accounting i
s no longer appl
ied
At
March
31,
20
20
Continuing
Balance
hedges
remaining
**
Total
€M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
406.3
47.8
454.1
Fuel and oil operating expenses
97.0
97.0
Interest rate ri
sk
Variable-
rate instrument
s
(2.8)
(2.8)
Commodity price
risk
Fuel and carbon
operating expenses
(711.8)
(711.8)
Gr
oss cashflow hedge re
serve
(211.3)
47.8
(163.5)
* Defe
rred
taxes
inclu
ded in
Hedg
e rese
rve w
ere
€52m
** Balance remain
ing in the cas
hflow hedge
reserve for which
hedge accounting i
s no longer appl
ied
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
194
193
(d)
Derivative financial in
struments
Designated as
cash flow hedges
As a result of the widespr
ead grounding of aircraft du
e to the Covid
-
19 pandemic, the Group operated
a
significantly
redu
ced flying schedule in the years ending M
arch 31, 2022 and 20
21 compared to what was originally
expected.
Derivative financial inst
ruments:
At
March
31,
2022
2021
2020
M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
337.5
170.1
495.3
Fuel and oil operating expenses
105.6
(27.0)
166.2
GBP currency swaps
5.4
Interest rate ri
sk
Variable-
rate
instrument
s
4.5
3.0
8.0
Commodity price ri
sk
Fuel and carbon
operating expenses
948.7
(19.8)
(1,228.3)
Net derivative position at
year end
1,396.3
131.7
(558.8)
Change in gross va
lue used for
calculating hedge inef
fectiveness:
At
March
31,
2022
2021
2020
€M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
(1
29.8
)
356.7
(170.8)
Fuel and oil operating expenses
(110.5)
210.6
131.0
GBP currency swap
9.6
(5.4)
Interest rate ri
sk
Variable-
rate instrument
s
(1.4)
5.1
(3.8)
Commodity price ri
sk
Fuel and carbon
operating expenses
(788.8)
(1,108.5)
271.9
Total
(1,
020.9
)
(541.5)
228.3
194
The gross amounts at the reporting date relating to ite
ms designated as hedged items were as follows:
At
March
31,
20
22
Continuing
Balance
hedges
remaining
**
Total
€M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
322.5
72.6
395.1
Fuel and oil operating expenses
105.6
105.6
GBP currency swaps
Interest rate ri
sk
Variable-
rate
instrument
s
(4.3)
(4.3)
Commodity price ri
sk
Fuel and carbon
operating expenses
948.7
948.7
Gr
oss cashflow hedge re
serve
1,372.5
72.6
1,445.1
*Defer
red ta
xes i
ncluded
in Hedg
e rese
rve w
ere
€150
m
** Balance remain
ing in the cas
hflow hedge
reserve for which
hedge accounting i
s no longer appl
ied
At
March
31,
20
21
Continuing
Balance
hedges
remaining
**
Total
€M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
139.7
102.3
242.0
Fuel and oil operating expenses
(10.6)
(10.6)
GBP currency swaps
5.4
5.4
Interest rate ri
sk
Variable-
rate
instrument
s
(6.1)
(6.1)
Commodity price ri
sk
Fuel and carbon
operating expenses
(14.0)
(14.0)
Gross cashflow hedge re
s
erve
114.4
102.3
216.7
* Defe
rred
taxes
inclu
ded in
Hedg
e rese
rve w
ere
€5
m
** Balance remain
ing in the cas
hflow hedge
reserve for which
hedge accounting i
s no longer appl
ied
At
March
31,
20
20
Continuing
Balance
hedges
remaining
**
Total
€M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
406.3
47.8
454.1
Fuel and oil operating expenses
97.0
97.0
Interest rate ri
sk
Variable-
rate instrument
s
(2.8)
(2.8)
Commodity price
risk
Fuel and carbon
operating expenses
(711.8)
(711.8)
Gr
oss cashflow hedge re
serve
(211.3)
47.8
(163.5)
* Defe
rred
taxes
inclu
ded in
Hedg
e rese
rve w
ere
€52m
** Balance remain
ing in the cas
hflow hedge
reserve for which
hedge accounting i
s no longer appl
ied
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
196
195
195
Movement in derivative fina
ncial
instruments designat
ed as hedging instruments were as follows:
At
March
31,
20
22
Change in
Hedge in
effectiveness
Reclassified from
fair value
recognized in
hedging reserve
recognized
in OCI
profit or loss*
to profit or
loss**
€M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
1
29.8
Fuel and oil operating expenses
110.5
3.2
GBP currency swaps
(9.6)
4.2
Interest rate ri
sk
Variable-
rate instrument
s
1.4
0.1
Commodity price ri
sk
Fuel and carbon
operating expenses
788.8
176.5
To
tal movement in derivative instruments
1,0
20.
9
184.0
At
March
31,
20
21
Change in
Hedge in
effectiveness
Reclassified from
fair value
recognized in
hedging reserve
recognized
in OCI
profit or loss*
to profit or
loss**
€M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
(356.7)
38.4
Fuel and oil operating expenses
(210.6)
(57.1)
5.2
GBP currency swaps
5.4
Interest rate ri
sk
Variable-
rate
instrument
s
(5.1)
0.1
Commodity price ri
sk
Fuel and carbon
operating expenses
1,108.5
(153.1)
(263.5)
To
tal movement in derivative instruments
541.5
(171.8)
(258.2)
At
March
31,
20
20
Change in
Hedge in
effectiveness
Reclassified from
fair value
recognized in
hedging reserve
recognized
in OCI
profit or loss*
to profit or
loss**
€M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
170.8
40.0
Fuel and oil operating expenses
(131.0)
69.2
(7.0)
Interest rate ri
sk
Variable-
rate instrument
s
3.8
0.2
Commodity price ri
sk
Fuel and carbon
operating expenses
(271.9)
(516.4)
(254.8)
Total movement in derivative instruments
(228.3)
(407.2)
(261.6)
* Hedge ineffectiv
eness is classified
within “Finance Ex
pense” on the C
onsolidated Income
Statement
** Recla
ssifi
ed fro
m hed
ging res
erve to
income st
ateme
nt
Fuel & Oil Fo
reign Currency &
Commodity a
re reclassified
in Fuel and Oi
l;
Vari
able rate
inst
ruments
are
recla
ssified
to Finance
exp
ense
196
The effective (gains)/losses arising
on the hedging of
aircraft capital expenditure are recogni
zed as part of the
capitalized cost of aircraft additi
ons, within property, plant and equipment. Th
e (gains)/
losses arising on the hedging of
interest rate swaps, commodity forward contracts
and forward currency contracts (excluding aircraft capital
expenditure) are recognized in the income statem
ent when the hedged transaction occurs.
The following table
indicates the amounts that
were reclassified fr
om other comprehensive in
come into the
income statement, analyze
d by income statement category, in respect of cash
-
flow hedg
es realized during the year:
At March 31,
2022
2021
2020
€M
€M
€M
Commodity forward contract
s
Reclassification
adjustments for (gains
)/losses recognize
d in fuel and
oil operating
expenses
176.5
(263.5)
(254.8)
Interest rate swap
s
Reclassification
adjustments for los
ses recognized in
finance expens
e
0.1
0.1
0.2
Foreign currency forward co
ntracts
Reclassification
adjustments for los
ses/(gains) recognize
d in fuel and
oil operating
expenses
7.4
5.2
(7.0)
184.0
(258.2)
(261.6)
The following table indi
cates the amounts that we
re reclassified from other
comprehensive income int
o the
capitalized cost of aircraft additions
within property, plant and equipment, in respec
t of c
ash
-
flow hedges reali
ze
d during
the year:
At March 31,
2022
2021
2020
€M
€M
€M
Foreign currency forward co
ntracts
Recognized in property
plant and equi
pment
aircraft additions
78.1
5.0
78.1
5.0
The following table sets out the fair values of the derivative financial instrumen
ts, as reported in the consolidated
balance sheet, analyzed between those designated as continuing cash flow hedge
s and those where
hedge accounting
is no longer applied, al
ong with the notional am
ounts and average pri
ce or rate for the hedging ins
trument, where
applicable, for cash flow hedges
.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
196
195
Movement in derivative fina
ncial
instruments designat
ed as hedging instruments were as follows:
At
March
31,
20
22
Change in
Hedge in
effectiveness
Reclassified from
fair value
recognized in
hedging reserve
recognized
in OCI
profit or loss*
to profit or
loss**
€M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
1
29.8
Fuel and oil operating expenses
110.5
3.2
GBP currency swaps
(9.6)
4.2
Interest rate ri
sk
Variable-
rate instrument
s
1.4
0.1
Commodity price ri
sk
Fuel and carbon
operating expenses
788.8
176.5
To
tal movement in derivative instruments
1,0
20.
9
184.0
At
March
31,
20
21
Change in
Hedge in
effectiveness
Reclassified from
fair value
recognized in
hedging reserve
recognized
in OCI
profit or loss*
to profit or
loss**
€M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
(356.7)
38.4
Fuel and oil operating expenses
(210.6)
(57.1)
5.2
GBP currency swaps
5.4
Interest rate ri
sk
Variable-
rate
instrument
s
(5.1)
0.1
Commodity price ri
sk
Fuel and carbon
operating expenses
1,108.5
(153.1)
(263.5)
To
tal movement in derivative instruments
541.5
(171.8)
(258.2)
At
March
31,
20
20
Change in
Hedge in
effectiveness
Reclassified from
fair value
recognized in
hedging reserve
recognized
in OCI
profit or loss*
to profit or
loss**
€M
€M
€M
Foreign currency risk
Property, plant and equipment
-
aircraft additions
170.8
40.0
Fuel and oil operating expenses
(131.0)
69.2
(7.0)
Interest rate ri
sk
Variable-
rate instrument
s
3.8
0.2
Commodity price ri
sk
Fuel and carbon
operating expenses
(271.9)
(516.4)
(254.8)
Total movement in derivative instruments
(228.3)
(407.2)
(261.6)
* Hedge ineffectiv
eness is classified
within “Finance Ex
pense” on the C
onsolidated Income
Statement
** Recla
ssifi
ed fro
m hed
ging res
erve to
income st
ateme
nt
Fuel & Oil Fo
reign Currency &
Commodity a
re reclassified
in Fuel and Oi
l;
Vari
able rate
in
strume
nts ar
e re
classif
ied to
Finan
ce ex
pens
e
196
The effective (gains)/losses arising on the hedging of aircraft capital expenditure are recognized as part of the
capitalized cost of aircraft additi
ons, within property, plant and equipment. Th
e (gains)/
losses arising on the hedging of
interest rate swaps, commodity forward contracts
and forward currency contracts (excluding aircraft capital
expenditure) are recognized in the income statem
ent when the hedged transaction occurs.
The following table
indicates the amounts that
were reclassified fr
om other comprehensive in
come into the
income statement, analyze
d by income statement category, in respect of cash
-
flow hedg
es realized during the year:
At March 31,
2022
2021
2020
€M
€M
€M
Commodity forward contract
s
Reclassification
adjustments for (gains
)/losses recognize
d in fuel and
oil operating
expenses
176.5
(263.5)
(254.8)
Interest rate swap
s
Reclassification
adjustments for los
ses recognized in
finance expens
e
0.1
0.1
0.2
Foreign currency forward co
ntracts
Reclassification
adjustments for los
ses/(gains) recognize
d in fuel and
oil operating
expenses
7.4
5.2
(7.0)
184.0
(258.2)
(261.6)
The following table indi
cates the amounts that we
re reclassified from other
comprehensive income int
o the
capitalized cost of aircraft a
dditions within property, plant and equipm
ent, in respect of cash
-
flow hedges reali
ze
d during
the year:
At March 31,
2022
2021
2020
€M
€M
€M
Foreign currency forward co
ntracts
Recognized in property
plant and equi
pment
aircraft additions
78.1
5.0
78.1
5.0
The following table sets out the fair values of the derivati
ve financial instruments, as reported in the consolidated
balance sheet, analyzed between those designated as continuing cash flow hedge
s and those where
hedge accounting
is no longer applied, al
ong with the notional am
ounts and average pri
ce or rate for the hedging ins
trument, where
applicable, for cash flow hedges
.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
198
197
197
At
March
31,
2022
2021
2020
Within
> 1
Year
Within
> 1
Year
Within
> 1
Year
1
Year
(non
1
Year
(non
1
Year
(non
(cur
rent)
curren
t)
Total
(cur
rent)
curren
t)
Total
(cur
rent)
curren
t)
Total
€M
€M
€M
€M
€M
€M
€M
€M
€M
Forei
gn currency risk not
ional amounts
for effective hedges
PP&E
aircraft additio
ns
2,08
2.4
2,09
7.9
4,18
0.3
1,63
2.7
1,93
5.7
3,56
8.4
1,51
9.8
2,76
3.7
4,28
3.5
Fuel and oil
o
pera
ting
expen
ses
2,15
1.8
2,15
1.8
1,20
2.2
1,20
2.2
1,31
2.0
1,31
2.0
GBP currency
swaps
695.3
695.3
Within d
erivative financi
al asset
s
313.7
160.4
474.1
104.9
109.4
214.3
291.2
372.5
663.7
Within d
erivative fin
ancial liabilities
(31.0)
(31.0)
(59.4)
(6.4)
(65.8)
(2.2)
(2.2)
282.7
160.4
443.1
45.5
103.0
148.5
289.0
372.5
661.5
Interest rate
risk notio
nal amount
s for effective
hedges
Variab
le
rate in
struments
12.1
31.4
43.5
13.4
38.2
51.6
64.8
64.8
Total fair value for all interest rate risk related
derivative ins
truments
Within d
erivative financi
al asset
s
1.9
2.5
4.4
1.0
2.0
3.0
2.0
6.0
8.0
Commodity price
risk no
tional amounts f
or
effective hedges
Fuel and ca
rbon operatin
g expens
es
1,90
1.0
154.6
2,05
5.6
577.6
577.6
672.7
672.7
Total fair value for all commodity fuel & carbon
related derivativ
e instrument
s:
Within d
erivative financi
al asset
s
934.1
22.2
956.3
Within d
erivative financi
al liabili
ties
(7.5)
(7.5)
(19.8)
(19.8)
(1,04
7.8)
(180.5)
(1,23
0.5)
926.6
22.2
948.8
(19.8)
(19.8)
(1,04
7.8)
(180.5)
(1,23
0.5)
Fair values as
reported
in the co
nsolidated
balance sheet
Derivative fina
ncial asset
s
1,40
0.4
185.1
1,58
5.5
106.0
111.3
217.3
293.2
378.5
671.7
Derivative financial liabilit
ies
(38.6)
(38.6)
(79.2)
(6.4)
(85.6)
(1,05
0.0)
(180.5)
(1,23
0.5)
Derivative fi
nancial assets
analyzed be
tween
those:
Designated a
s
con
tinuing cash f
low hedges
1,20
8.6
185.1
1,39
3.7
72.3
98.1
170.4
184.0
378.5
562.5
Where
hedge accountin
g
i
s no longe
r
applied
41.2
41.2
33.7
13
46.9
109.2
109.2
Designated as fair value financial
instruments
150.6
150.6
1,40
0.4
185.1
1,58
5.5
106.0
111.3
217.3
293.2
378.5
671.7
Derivativ
e fina
ncial liabil
ities an
alyzed betw
een
those:
Designated a
s
con
tinuing cash f
low hedges
(7.5)
(7.5)
(36.9)
(0.6)
(37.5)
(533.5)
(180.5)
(714.0)
Where
hedge accountin
g
i
s no longe
r
applied
(22.
4)
(22.
4)
(516
.5)
(516
.5)
Designated as fair value financial
instruments
(31.
1)
(31.
1)
(19.
9)
(5.8)
(25.
7)
(38.6)
(38.6)
(79.2)
(6.4)
(85.6)
(1,05
0.0)
(180.5)
(1,23
0.5)
198
13.
Deferred and curren
t taxation
The components of the deferred and current taxation in the balance sheet are as foll
ows:
At
March
31,
2022
2021
2020
€M
€M
€M
Current tax assets
Corporatio
n
tax a
ssets
44.5
Total cu
rrent
tax as
sets
44.5
Current tax liabilities
Corpo
ration tax liabilities
47.7
48.1
Total curr
ent tax liabilities
47.7
48.1
Deferred tax assets
Tax losses and t
emporary differ
ences on propert
y, plant and equ
ipment
(42.3)
(14.0)
(53.6)
Total deferr
ed
t
ax assets
(42.3)
(14.0)
(53.6)
Deferred tax liabilities
Temporary differences
on property, plant
and equipment,
derivativ
es and pensions
266.5
272.4
353.5
Total de
ferred
tax l
iabilit
ies
266.5
272.4
353.5
Total tax liabilities (
net)
271.9
306.5
255.4
At
March
31,
2022
2021
2020
€M
€M
€M
Reconciliation of current
tax
Liability/(asset) at beginning of year
48.1
(44.5)
31.6
Corporation tax (credit
)/charge i
n year
(9.9)
5.5
44.4
Tax rece
ived/(paid)
9.5
87.1
(120.5)
Liabil
ity/(ass
et) at end of
year
47.7
48.1
(44.5)
At
March
31,
2022
2021
2020
€M
€M
€M
Reconciliation of deferred tax
Net liability at
beginning of
year
258.4
299.9
417.4
Temporary differences
on derivat
ives hedging instrument
s
145.0
57.6
(94.7)
Temporary differences on property, plant and equipment, net operating losses and other non
-
derivat
ive item
s
(179.2)
(99.1)
(22.8)
Net lia
bilit
y at end
of
year
224.2
258.4
299.9
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
198
197
At
March
31,
2022
2021
2020
Within
> 1
Year
Within
> 1
Year
Within
> 1
Year
1
Year
(non
1
Year
(non
1
Year
(non
(cur
rent)
curren
t)
Total
(cur
rent)
curren
t)
Total
(cur
rent)
curren
t)
Total
€M
€M
€M
€M
€M
€M
€M
€M
€M
Forei
gn currency risk not
ional amounts
for effective hedges
PP&E
aircraft additio
ns
2,08
2.4
2,09
7.9
4,18
0.3
1,63
2.7
1,93
5.7
3,56
8.4
1,51
9.8
2,76
3.7
4,28
3.5
Fuel and oil
o
pera
ting
expen
ses
2,15
1.8
2,15
1.8
1,20
2.2
1,20
2.2
1,31
2.0
1,31
2.0
GBP currency
swaps
695.3
695.3
Within d
erivative financi
al asset
s
313.7
160.4
474.1
104.9
109.4
214.3
291.2
372.5
663.7
Within d
erivative fin
ancial liabilities
(31.0)
(31.0)
(59.4)
(6.4)
(65.8)
(2.2)
(2.2)
282.7
160.4
443.1
45.5
103.0
148.5
289.0
372.5
661.5
Interest rate
risk notio
nal amount
s for effective
hedges
Variab
le
rate in
struments
12.1
31.4
43.5
13.4
38.2
51.6
64.8
64.8
Total fair value for all interest rate risk related
derivative ins
truments
Within d
erivative financi
al asset
s
1.9
2.5
4.4
1.0
2.0
3.0
2.0
6.0
8.0
Commodity price
risk no
tional amounts f
or
effective hedges
Fuel and ca
rbon operatin
g expens
es
1,90
1.0
154.6
2,05
5.6
577.6
577.6
672.7
672.7
Total fair value for all commodity fuel & carbon
related derivativ
e instrument
s:
Within d
erivative financi
al asset
s
934.1
22.2
956.3
Within d
erivative financi
al liabili
ties
(7.5)
(7.5)
(19.8)
(19.8)
(1,04
7.8)
(180.5)
(1,23
0.5)
926.6
22.2
948.8
(19.8)
(19.8)
(1,04
7.8)
(180.5)
(1,23
0.5)
Fair values as
reported
in the co
nsolidated
balance sheet
Derivative fina
ncial asset
s
1,40
0.4
185.1
1,58
5.5
106.0
111.3
217.3
293.2
378.5
671.7
Derivative financial liabilit
ies
(38.6)
(38.6)
(79.2)
(6.4)
(85.6)
(1,05
0.0)
(180.5)
(1,23
0.5)
Derivative fi
nancial assets
analyzed be
tween
those:
Designated a
s
con
tinuing cash f
low hedges
1,20
8.6
185.1
1,39
3.7
72.3
98.1
170.4
184.0
378.5
562.5
Where
hedge accountin
g
i
s no longe
r
applied
41.2
41.2
33.7
13
46.9
109.2
109.2
Designated as fair value financial
instruments
150.6
150.6
1,40
0.4
185.1
1,58
5.5
106.0
111.3
217.3
293.2
378.5
671.7
Derivativ
e fina
ncial liabil
ities an
alyzed betw
een
those:
Designated a
s
con
tinuing cash f
low hedges
(7.5)
(7.5)
(36.9)
(0.6)
(37.5)
(533.5)
(180.5)
(714.0)
Where
hedge accountin
g
i
s no longe
r
applied
(22.4)
(22.4)
(516.5)
(516.5)
Designated as fair value financial
instruments
(31.1)
(31.1)
(19.9)
(5.8)
(25.7)
(38.6)
(38.6)
(79.2)
(6.4)
(85.6)
(1,05
0.0)
(180.5)
(1,23
0.5)
198
13.
Deferred and curren
t taxation
The components of the deferred and current taxation in the balance sheet are as foll
ows:
At
March
31,
2022
2021
2020
€M
€M
€M
Current tax assets
Corporatio
n
tax a
ssets
44.5
Total cu
rrent
tax as
sets
44.5
Current tax liabilities
Corpo
ration tax liabilities
47.7
48.1
Total curr
ent tax liabilities
47.7
48.1
Deferred tax assets
Tax losses and t
emporary differ
ences on propert
y, plant and equ
ipment
(42.3)
(14.0)
(53.6)
Total deferr
ed
t
ax assets
(42.3)
(14.0)
(53.6)
Deferred tax liabilities
Temporary differences
on property, plant
and equipment,
derivativ
es and pensions
266.5
272.4
353.5
Total de
ferred
tax l
iabilit
ies
266.5
272.4
353.5
Total tax liabilities (
net)
271.9
306.5
255.4
At
March
31,
2022
2021
2020
€M
€M
€M
Reconciliation of current
tax
Liability/(asset) at beginning of year
48.1
(44.5)
31.6
Corporation tax (credit
)/charge i
n year
(9.9)
5.5
44.4
Tax rece
ived/(paid)
9.5
87.1
(120.5)
Liabil
ity/(ass
et) at end of
year
47.7
48.1
(44.5)
At
March
31,
2022
2021
2020
€M
€M
€M
Reconciliation of deferred tax
Net liability at
beginning of
year
258.4
299.9
417.4
Temporary differences
on derivat
ives hedging instrument
s
145.0
57.6
(94.7)
Temporary differences on
property, plant and
equipment, net
operating losses
and other non
-
derivat
ive item
s
(179.2)
(99.1)
(22.8)
Net lia
bilit
y at end
of
year
224.2
258.4
299.9
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
200
199
199
The components of the tax expense in the income stat
ement were as follows:
Year ended
March
31,
2022
2021
2020
€M
€M
€M
Corporation tax (credit
)/charge
(9.8)
5.5
44.4
Deferred tax credit r
elating temp
orary differences
on property, pl
ant and equipment,
net operatin
g
losses
and oth
er non
-
derivative i
tems
(179.2)
(99.1)
(22.8)
(189.0)
(93.6)
21.6
The following table reconciles the statutory rate of Irish corporation tax to the Comp
any’s effective corporation
tax rate:
Year ended
March
31,
2022
2021
2020
%
%
%
Statutory rate of Iri
sh corporatio
n tax on (loss)/
profits
(12.5)
(12.5)
12.5
Non
-
Iri
sh profit
s and
loss
es subj
ect to
other t
ax rat
es
(21.3)
(0.7)
(9.3)
Valuation adjustments on deferred tax assets
(11.1)
*
4.8
**
Other movements
1.0
Total e
ffecti
ve rat
e of tax
ation
on
(loss)/p
rofits
(43.9)
(8.4)
3.2
* In the wake of the Covid
-
19 pand
emic and in light of improved tradi
ng conditions, the Company d
etermined that it is prob
able that suffic
ient near
-
term
taxable profits will be av
ailable against whic
h deductible tem
porary differenc
e
s rela
ted to property, pla
nt and equipment hel
d by subsidiary co
mpanies
can be utili
z
ed. On foot of this deter
mination, the Group has reco
gni
z
ed a deferred tax asset in respec
t of these deductible tem
porary differe
nces.
** The Company has not recogni
z
ed a deferred tax asse
t in respect of historic losses in LaudaMo
t
ion.
The
deferred tax movem
ent per each type of temporary difference is detailed belo
w:
Year ended March 31,
2022
2021
2020
€M
€M
€M
Property, plant and equipment
(149.7)
(21.9)
(14.4)
IFRS 15 transition
adjustment
7.1
7.1
7.1
Right o
f use
asset
s & lea
se li
abili
ties
0.6
(1.1)
Net operat
ing los
ses
(40.5)
(85.0)
(10.4)
Other
3.9
0.1
(4.0)
Deferred tax credit
(179.2)
(99.1)
(22.8)
Deferred tax applicable to items charged or credited t
o other comprehensive income were as follo
ws:
At
March
31,
2022
2021
2020
€M
€M
€M
Effecti
ve porti
on o
f chang
es in
fair v
alue o
f cash
-
flow h
edges
117.7
124.5
(9.4)
Net ch
ange in
fair v
alue
of cash
-
flow h
e
dges tr
ansferred to pr
operty, plant and
equipment
2.7
0.2
Net hed
ge ine
ffectiven
ess and d
iscontin
uation t
rans
ferred t
o pro
fit or
loss
(24.4)
(53.5)
Net oth
er chan
ges i
n fair v
alue o
f cash
-
flow
hedge
s trans
ferred to pr
ofit or
loss
24.1
(42.7)
(31.8)
Total tax charg
e in other compre
hensive income
144.5
57.6
(94.7)
200
The principal components of
net deferred tax at each
year-
end were:
At
March
31,
2022
2021
2020
€M
€M
€M
Arising on designated
hedging i
nstruments
149.8
4.8
(52.8)
Property, plant and equipment
261.7
411.3
433.2
Net operat
ing los
ses
(180.2)
(139.6)
(54.6)
IFRS 15 transition
adjustment
(7.1)
(14.2)
(21.3)
Right o
f use
asset
s and le
ase li
abili
ties
(0.6)
Other
(3.9)
(4.0)
Total
224.2
258.4
299.9
Deferred tax assets are recognized on the
basis that it is probable that sufficient future near
-
term profits will be
available against which ded
uctible temporary differences and losses carried fo
rwar
d may be utilized. At March 31, 2022
and in the wake of the Covid
-
19 pandemic, the Group carried out a review of the re
coverability of its deductible temporary
differences and determine
d that deferred tax assets should be recognized for al
l such differenc
es. This included the
recognition of a net deferred tax asset of approximately
€50
m in respect of deductible temporary differences on
property, plant and equip
ment in subsidiary companies, for which a deferred tax asset had not previ
ously been
recognized.
The Group
has not recognized a deferred tax asset of
€54
m in respect of historic trading
losses of
LaudaMotion.
No
deferred ta
x has been provided for unrem
itted earnings of overseas sub
sidiaries. No temporary differen
ces
arise on the carrying va
lue of the tax base
of subsidiary companies as the G
roup’s trading subsidiar
ies are resident in
countries with which Irelan
d
has concluded double taxation agreements.
14.
Provisions
At
March
31,
2022
2021
2020
€M
€M
€M
Provision for aircraft
maintenance on
leased aircraft (
a)
98.8
53.2
75.4
Provision for pension obligation (b)
4.5
4.5
4.5
103.3
57.7
79.9
At
March
31,
2022
2021
2020
(a) Provision for aircr
aft maintenance on
leased aircraft
€M
€M
€M
At beginning of y
ear
53.2
75.4
130.7
Increase in provision
during th
e year
55.6
37.3
23.2
Utilization o
f provision upon
the hand
-
back of aircraft
(10.0)
(59.5)
(78.5)
At end of year
98.8
53.2
75.4
During fiscal year 2022
, the Company returned
3
Boeing 737 (2021: 11) aircraft held under lease to the lesso
rs.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
200
199
The components of the tax expense in the income stat
ement were as follows:
Year ended
March
31,
2022
2021
2020
€M
€M
€M
Corporation tax (credit
)/charge
(9.8)
5.5
44.4
Deferred tax credit r
elating temp
orary differences
on property, pl
ant and equipment,
net operatin
g
losses
and oth
er non
-
derivative items
(179.2)
(99.1)
(22.8)
(189.0)
(93.6)
21.6
The following table reconciles the statutory rate of Irish corporation tax to the Comp
any’s effective corporation
tax rate:
Year ended
March
31,
2022
2021
2020
%
%
%
Statutory rate of Iri
sh corporatio
n tax on (loss)/
profits
(12.5)
(12.5)
12.5
Non
-
Iri
sh profit
s and
loss
es subj
ect to
other t
ax rat
es
(21.3)
(0.7)
(9.3)
Valuation adjustments on deferred tax assets
(11.1)
*
4.8
**
Other movements
1.0
Total e
ffecti
ve rat
e of tax
ation
on
(loss)/p
rofits
(43.9)
(8.4)
3.2
* In the wake of the Covid
-
19 pand
emic and in light of improved tradi
ng conditions, the Company d
etermined that it is prob
able that suffic
ient near
-
term
taxable profits will be av
ailable against whic
h deductible tem
porary differenc
e
s rela
ted to property, pla
nt and equipment hel
d by subsidiary c
ompanies
can be utili
z
ed. On foot of this deter
mination, the Group has reco
gni
z
ed a deferred tax asset in r
espect of these deductible t
emporary differe
nces.
** The Company has not recogni
z
ed a deferred tax asse
t in respect of historic losses in LaudaMo
t
ion.
The
deferred tax movem
ent per each type of temporary difference is detailed belo
w:
Year ended March 31,
2022
2021
2020
€M
€M
€M
Property, plant and equipment
(149.7)
(21.9)
(14.4)
IFRS 15 transition
adjustment
7.1
7.1
7.1
Right o
f use
asset
s & lea
se li
abili
ties
0.6
(1.1)
Net operat
ing los
ses
(40.5)
(85.0)
(10.4)
Other
3.9
0.1
(4.0)
Deferred tax credit
(179.2)
(99.1)
(22.8)
Deferred tax applicable to items charged or credited t
o other comprehensive income were as follo
ws:
At
March
31,
2022
2021
2020
€M
€M
€M
Effecti
ve porti
on o
f chang
es in
fair v
alue o
f cash
-
flow h
edges
117.7
124.5
(9.4)
Net ch
ange in
fair v
alue
of cash
-
flow h
e
dges tr
ansferred to pr
operty, plant and
equipment
2.7
0.2
Net hed
ge ine
ffectiven
ess and d
iscontin
uation t
rans
ferred t
o pro
fit or
loss
(24.4)
(53.5)
Net oth
er chan
ges i
n fair v
alue o
f cash
-
flow
hedge
s trans
ferred to pr
ofit or
loss
24.1
(42.7)
(31.8)
Total tax charg
e in other compre
hensive income
144.5
57.6
(94.7)
200
The principal components of
net deferred tax at each
year-
end were:
At
March
31,
2022
2021
2020
€M
€M
€M
Arising on designated
hedging i
nstruments
149.8
4.8
(52.8)
Property, plant and equipment
261.7
411.3
433.2
Net operat
ing los
ses
(180.2)
(139.6)
(54.6)
IFRS 15 transition
adjustment
(7.1)
(14.2)
(21.3)
Right o
f use
asset
s and le
ase li
abili
ties
(0.6)
Other
(3.9)
(4.0)
Total
224.2
258.4
299.9
Deferred tax assets are recognized on the
basis that it is probable that sufficient future near
-
term profits will be
available against which ded
uctible temporary differences and losses carried fo
rwar
d may be utilized. At March 31, 2022
and in the wake of the Covid
-
19 pandem
ic, the Group carried out a review of the recoverability of its deductible temporary
differences and determine
d that deferred tax assets should be recognized for al
l such differenc
es. This included the
recognition of a net deferred tax asset of approximately
€50
m in respect of deductible temporary differences on
property, plant and equip
ment in subsidiary companies, for which a deferred tax asset had not previ
ously been
recognized.
The Group
has not recognized a deferred tax asset of
€54
m in respect of historic trading
losses of
LaudaMotion.
No
deferred ta
x has been provided for unrem
itted earnings of overseas sub
sidiaries. No temporary differen
ces
arise on the carrying va
lue of the tax base
of subsidiary companies as the G
roup’s trading subsidiar
ies are resident in
countries with which Irelan
d
has concluded double taxation agreements.
14.
Provisions
At
March
31,
2022
2021
2020
€M
€M
€M
Provision for aircraft
maintenance on
leased aircraft (
a)
98.8
53.2
75.4
Provision for pension obligation (b)
4.5
4.5
4.5
103.3
57.7
79.9
At
March
31,
2022
2021
2020
(a) Provision for aircr
aft maintenance on
leased aircraft
€M
€M
€M
At beginning of y
ear
53.2
75.4
130.7
Increase in provision
during th
e year
55.6
37.3
23.2
Utilization o
f provision upon
the hand
-
back of aircraft
(10.0)
(59.5)
(78.5)
At end of year
98.8
53.2
75.4
During fiscal year 2022
, the Company returned
3
Boeing 737 (2021: 11) aircraft held under lease to the lesso
rs.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
202
201
201
The expected timing of the
outflows of economic ben
efits associated with the p
rovision at March 31, 2022,
2021 and 2020 are as follows:
Carrying
Value
2023
2024
2025
2026
Thereafter
€M
€M
€M
€M
€M
€M
At March
31,
20
22
Provision for leas
ed aircraft mai
ntenance
98.8
9.2
23.3
56.7
9.6
Carrying
Value
2022
2023
2024
2025
Thereafter
€M
€M
€M
€M
€M
€M
At March
31,
20
21
Provision for leas
ed aircraft mai
ntenance
53.2
10.3
4.1
11.5
24.3
3.0
Carrying
Value
2021
2022
2023
2024
Thereafter
€M
€M
€M
€M
€M
€M
At March
31,
20
20
Provision for leas
ed aircraft mai
ntenance
75.4
43.3
12.1
3.2
5.9
10.9
At
March
31,
2022
2021
2020
(b) Provision for pen
sion obligation
€M
€M
€M
At beginning of y
ear
4.5
4.5
4.9
Movement during the
year
(0.4)
At end of year
4.5
4.5
4.5
See Note 21
to the consolid
ated financial statements for further detai
ls.
15.
Issued share capital, share premium account and share
options
(a)
Share capital
At
March
31,
2022
2021
2020
€M
€M
€M
Authorized/Share Capital reorganization
1,550,000,000
ordinary equity shares
of
0.600
euro cent each
9.3
9.3
9.8
1,368,000,000
'B
' Shares o
f
0.
050
euro cent each
0.7
0.7
0.7
1,368,000,000
Deferred
shares o
f
0.0
50
euro cent e
ach
0.7
0.7
0.7
10.7
10.7
11.2
Allotted, called
-
up and
partly
paid:
1,089,181,737
ordinary equity shares
of
0.600
euro cent each
6.5
1,128,062,028
ordinary equity shares
of
0.600
euro cent each
6.7
1,134,528,528
ordinary equity shares
of
0.600
euro cent each
6.8
Movements in the share capital balance year
-
on
-
year principally relates
to
6.5
m
ne
w shares issued in fiscal year
2022, following the exer
cise of share options, (202
1:
3
.6
m;
2020:
3.0
m)
. There were
no
share bu
ybacks, resulting
in
no
cancelled shares, in fisca
l year 2022 (2021
: nil
; 2020:
47.2
m)
.
Ordinary equity shares do not confer on the holders thereof the specific right to be paid a dividend out of profits.
202
(b)
Share premium account
At
March
31,
2022
2021
2020
€M
€M
€M
Balance at
beginni
ng of year
1,161.6
738.5
719.4
Net proc
eeds from sh
ares i
ssue
d
46.8
423.1
19.1
Share premium receivable on shares issued
1
19.8
Balance at
end of year
1,328.2
1,161.6
738.5
(c)
Share
options and
share p
urch
ase arr
angement
s
Option Plan 2013 allows employees or Directors to purchase shares in the Company up to an aggregate of
approximately
5%
(when aggreg
ated with other ordinary shares o
ver which options are granted and which have not ye
t
been exercised) of the outs
tanding ordinary sha
res of Ryanair Holdings plc
, subject to certain conditions. All g
rants are
subject to approval by
the Remunerat
ion
Committee. Th
ese are
exe
rcisable at a pric
e equal to the
market price of the
ordinary shares at the time options are granted. T
he ke
y terms of these option plans include the requirement th
at certain
employees remain in employment
with the Co
mpany
for a specified perio
d of time and that the Company
ac
hieves
certain net profit targets and
/or share price targets. At the 2019 AGM, sharehol
ders approved
LTIP 2019. LTIP
2019
replaces Option Plan 2013 for all future share based remu
neration grants. There wer
e approximately
0.9
m cumulative
conditional ordinary shares
granted
under LTIP 2019
a
t March 31,
2022
.
Details of the share options outst
anding
are set out below:
Share
Weighted Avg.
Options
Exercise
M
Price (€)
Outstanding at March
31,
2019
39.8
9.38
Granted
Forfe
ited
(2.0)
12.47
Exerci
sed
(3.0)
6.31
Outstanding at March
31,
2020
34.8
9.57
Granted
Forfe
ited
(1.2)
11.56
Exerci
sed
(3.6)
6.42
Outstanding at March
31,
2021
30.0
9.83
Granted
Forfe
ited
(0.7)
12.98
Exerci
sed
(6.5)
7.23
Outstanding at March
31,
2022
22.8
10.57
The mid
-
market price of Ryanair Holdings plc’s ordinary shares on Euronext Dublin at March 31, 2022 was
€13.59
(2021:
€16.55
; 2020:
€9.33
). The highest and lowest prices a
t which the Company’s shares
traded on Euronext
Dublin in fiscal year 2022 were
€18.4
5
and
€11.83
respectively (fiscal year 2021 were
€17.56
and
€8.
20
respectively;
fiscal year 2020 were
€16.07
and
€8.32
resp
ectivel
y). There were
4.3
m options exercisable at March 31, 2022 (202
1:
10.9
m; 2020:
nil
). The average share price for fiscal year 20
22 was
€16.08
(2021
:
€13.01
; 2020:
€11.77
).
There were
6.5m
options e
xercised during fiscal year 2022
(2021:
3.6
m;
2020:
3.0
m)
.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
202
201
The expected timing of the
outflows of economic ben
efits associated with the p
rovision at March 31, 2022,
2021 and 2020 are as follows:
Carrying
Value
2023
2024
2025
2026
Thereafter
€M
€M
€M
€M
€M
€M
At March
31,
20
22
Provision for leas
ed aircraft mai
ntenance
98.8
9.2
23.3
56.7
9.6
Carrying
Value
2022
2023
2024
2025
Thereafter
€M
€M
€M
€M
€M
€M
At March
31,
20
21
Provision for leas
ed aircraft mai
ntenance
53.2
10.3
4.1
11.5
24.3
3.0
Carrying
Value
2021
2022
2023
2024
Thereafter
€M
€M
€M
€M
€M
€M
At March
31,
20
20
Provision for leas
ed aircraft mai
ntenance
75.4
43.3
12.1
3.2
5.9
10.9
At
March
31,
2022
2021
2020
(b) Provision for pen
sion obligation
€M
€M
€M
At beginning of y
ear
4.5
4.5
4.9
Movement during the
year
(0.4)
At end of year
4.5
4.5
4.5
See Note 21
to the co
nsolidated financ
ial statements for further details.
15.
Issued share capital, share premium account and share
options
(a)
Share capital
At
March
31,
2022
2021
2020
€M
€M
€M
Authorized/Share Capital reorganization
1,550,000,000
ordinary equity shares
of
0.600
euro cent each
9.3
9.3
9.8
1,368,000,000
'B
' Shares o
f
0.
050
euro cent each
0.7
0.7
0.7
1,368,000,000
Deferred
shares o
f
0.0
50
euro cent e
ach
0.7
0.7
0.7
10.7
10.7
11.2
Allotted, called
-
up and
partly
paid:
1,089,181,737
ordinary equity shares
of
0.600
euro cent each
6.5
1,128,062,028
ordinary equity shares
of
0.600
euro cent each
6.7
1,134,528,528
ordinary equity shares
of
0.600
euro cent each
6.8
Movements in the share capital balance year
-
on
-
year principally relates
to
6.5
m
ne
w shares issued in fiscal year
2022, following the exer
cise of share options, (202
1:
3
.6
m;
2020:
3.0
m)
. There were
no
share bu
ybacks, resulting
in
no
cancelled shares, in fisca
l year 2022 (2021
: nil
; 2020:
47.2
m)
.
Ordinary equity shares do not confer on the holders thereof the specific right to be paid a dividend out of profits.
202
(b)
Share premium account
At
March
31,
2022
2021
2020
€M
€M
€M
Balance at
beginni
ng of year
1,161.6
738.5
719.4
Net proc
eeds from sh
ares i
ssue
d
46.8
423.1
19.1
Share premium receivable on shares issued
1
19.8
Balance at
end of year
1,328.2
1,161.6
738.5
(c)
Share
options and
share p
urch
ase arr
angement
s
Option Plan 2013 allows employees or Directors to purchase shares in the Company up to an aggregate of
approximately
5%
(when aggreg
ated with other ordinary shares over whi
ch options are granted and which have not ye
t
been exercised) of the outs
tanding ordinary sha
res of Ryanair Holdings plc
, subject to certain conditions. All g
rants are
subject to approval by the
Remuneration Commit
tee. These are exercisable at
a price equal to the m
arket price of the
ordinary shares at the time options are granted. T
he key terms of these option plans
include the requirement that certain
employees remain in employment
with the Co
mpany
for a specified perio
d of time and that the Company
ac
hieves
certain net profit targets and
/or share price targets. At the 2019 AGM, sharehol
ders approved
LTIP 2019. LTIP
2019
replaces Option Plan 2013 for all future share based remu
neration grants. There wer
e approximately
0.9
m cumulative
conditional ordinary shares
granted
under LTIP 2019
a
t March 31,
2022
.
Details of the share options outst
anding
are set out below:
Share
Weighted Avg.
Options
Exercise
M
Price (€)
Outstanding at March
31,
2019
39.8
9.38
Granted
Forfe
ited
(2.0)
12.47
Exerci
sed
(3.0)
6.31
Outstanding at March
31,
2020
34.8
9.57
Granted
Forfe
ited
(1.2)
11.56
Exerci
sed
(3.6)
6.42
Outstanding at March
31,
2021
30.0
9.83
Granted
Forfe
ited
(0.7)
12.98
Exerci
sed
(6.5)
7.23
Outstanding at March
31,
2022
22.8
10.57
The mid
-
market price of Ryanair Holdings plc’s ordinary shares on Euronext Dublin at March 31, 2022 was
€13.59
(2021:
€16.55
; 2020:
€9.33
). The highest and lowest prices a
t which the Company’s shares
traded on Eurone
xt
Dublin in fiscal year 2022 were
€18.4
5
and
€11.83
respectively (fiscal year 2021 were
€17.5
6
and
€8.
20
respectively;
fiscal year 2020 were
€16.07
and
€8.32
resp
ectivel
y). There were
4.3
m options exercisable at March 31, 2022 (202
1:
10.9
m; 2020:
nil
). The average share price for fiscal year 20
22 was
€16.08
(2021
:
€13.01
; 2020:
€11.77
).
There were
6.5m
options e
xercised during fiscal year 2022
(2021:
3.6
m;
2020:
3.0
m)
.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
204
203
203
At March 31, 2022 the range of exercise prices and we
ighted average remaining contractual life of outst
anding
options are
shown in the table below.
No.
Remaining
Exercise
options
contractual
price
outstanding
life
M
(years)
Vested
6.25
0.7
0.3
Vested
6.74
1.0
0.5
Vested
8.35
2.5
0.6
11.12
17.0
4.9
12.00
1.5
2.4
Vested
12.00
0.1
2.4
Vested
17.55
0.1
0.3
Weighted average
10.57
22.8
3.9
The Company has account
ed for its share option
and L
TIP
grants to employees at fair value, in accordance with
IFRS 2, using a binomial lattice mode
l to value the option grants. Th
is has resulted in a c
harge of approximately
€9
m
t
o
the income statement (20
21:
€4
m;
20
20
:
€7
m)
being recogniz
ed within the income statement in a
ccordance with
employee services rendere
d.
A blend of the historical and
implied volatilities of the Comp
any’s own ordinary shares is used
to determine
expected volatility for share
option
s
granted. The weigh
ted
-
average volatility is determined b
y calculating the weighted
-
average of volatilities fo
r all share options granted in
a given year. The expe
cted term of share option grants r
epresents
the weighted
-
average peri
od the awards are expected to remain outstanding. The service period is
five years i
n relation
to share options and three years in relation t
o LTIP conditional shar
e grants.
16.
Other equity reserves
The total share
-
based payments reserve at March 31, 2022 was approximately
€31
m
(2021:
€31
m;
2020:
€32
m)
.
The treasury reserve amounted to
€nil
at Marc
h 31, 2
022 (202
1:
€nil
; 2020:
€nil
). The total cash
-
flow hedge reserve
amounted to positive
€1,295
m
at M
arch 31, 2022 (2021: positi
ve
€211
m;
2020: negative
€111
m
). Further details of the
Group’s derivatives are s
et out in
Note 12
of the consolidated financial statement
s.
17.
Anal
y
sis of operating revenues and segmen
tal analysis
The Group determines and presents operating segm
ents based on the information that internally is provided to
the Group CEO, who is the Company’s Chief Opera
ting Decision Maker (CODM).
The Group currently
comprises four key sep
arate airlines, Buzz, Lauda, Ma
lta Air and Ryanair DAC. Ryan
air DAC
and Malta Air are separate r
eportable segments as they each exceed the applic
able quantitative thresholds for reporting
purposes. Buzz and Laud
a do not individuall
y e
xceed th
e quantitative thresholds
and accordingly are presen
ted on an
aggregate basis as they exhibit similar economic characterist
ics and their services, activities and operations are
sufficiently similar in nature
. The results of these operations are inc
lud
ed as ‘Other Airlines.’
The CODM assesses the performan
ce of the business based on the prof
it/(loss) after tax of each airline for the
reporting period. Resource allocation dec
isions for all airlines are based on airline performance for the relevant pe
riod,
with the objective in making thes
e resource allocation decisions being to optimize
consolidated financial results.
Reportable segment inform
ation is presented as follows
overleaf:
204
At March 31,
2022
Ryanair
DAC
Malta Air
Ot
her
Airlines
Eliminat
ion
Tot
al
€M
€M
€M
€M
€M
Scheduled rev
e
nue
2,616.1
36.4
2,652.5
Ancillary revenue
2,148.4
2,148.4
Inter-
segment revenue
698.5
679.4
406.9
(1,784.8)
Segment
revenue
5,463.0
679.4
443.3
(1,784.8)
4,800.9
Reportable s
egment (
l
oss)
/profit a
fter inco
me tax (i)
(354.7)
5.9
(6.2)
(355.0)
Other segment i
nformation:
Depreciation
(660.1)
(59.3)
(719.4)
Finance exp
ense
(87.8)
(3.6)
(91.4)
Capital expenditure
(1,527.8)
(5.0)
(1,532.8)
Reportable s
egment assets
14,832.1
69.6
248.1
15,149.8
Reportable s
egment liabilities
8,879.3
85.3
639.9
9,604.5
At March 31,
2021
Ryanair
DAC
Malta Air
Other
Airlin
es
Eliminat
ion
Tot
al
€M
€M
€M
€M
€M
Scheduled rev
e
nue
1,020.2
15.8
1,036.0
Ancillary revenue
599.8
599.8
Inter-
segment revenue
586.4
464.2
196.9
(1,247.5)
Segment
revenue
2,206.4
464.2
212.7
(1,247.5)
1,635.8
Reportab
le
seg
ment (
loss)/p
rofit
after in
come tax
(i)
(641.6)
(18.7)
(155.1)
(815.4)
Other segment i
nformation:
Depreciation
(506.6)
(64.4)
(571.0)
Finance exp
ense
(65.6)
(4.2)
(69.8)
Finance in
come
10.9
5.1
16.0
Capital expenditure
(343.0)
(33.6)
(376.6)
Reportable s
egment assets
11,898.7
86.7
342.6
12,328.0
Reportable s
egment liabilities
6,830.8
108.3
742.3
7,681.4
At March 31,
2020
Ryanair
DAC
Malta Air
Other
Airlin
es
Eliminat
ion
Tot
al
€M
€M
€M
€M
€M
Scheduled rev
e
nue
5,306.3
259.9
5,566.2
Ancillary revenue
2,816.3
112.3
2,928.6
Inter-
segment revenue
2.4
210.8
187.2
(400.4)
Segment
revenue
8,125.0
210.8
559.4
(400.4)
8,494.8
Reportab
le seg
ment
profit/(
loss) a
fter inco
me tax (i)
1,097.7
(3.2
)
(92.4)
1,002.1
Other segment i
nformation:
Depreciation
(693.7)
(55.0)
(748.7)
Finance exp
ense
(475.2)
(4.9)
(480.1)
Finance in
come
21.4
21.4
Capital expenditure
(1,195.8)
(1,195.8)
Reportable s
egment assets
14,194.5
64.4
488.3
14,747.2
Reportable s
egment liabilities
8,995.2
67.9
769.6
9,832.7
(i)
Adjusted loss aft
er tax in the financial year ended March 31, 202
2 excludes an exception
al gain of €114M, attributable to th
e
fair value
measurement of jet fuel call o
ptions.
Adjusted loss after tax in th
e financial year en
ded March 31, 2021, exclud
es a charge of €200m
(March 31,
2020: €353m), attribu
t
able to a he
dge ineffectivene
ss charge on jet fuel deriva
tive instruments, forei
gn currency
derivative
instruments relate
d
to je
t
fuel, and airc
raft delivery delays.
RY
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2
204
203
At March 31, 2022 the range of exercise prices and we
ighted average remaining contractual life of outst
anding
options are
shown in the table below.
No.
Remaining
Exercise
options
contractual
price
outstanding
life
M
(years)
Vested
6.25
0.7
0.3
Vested
6.74
1.0
0.5
Vested
8.35
2.5
0.6
11.12
17.0
4.9
12.00
1.5
2.4
Vested
12.00
0.1
2.4
Vested
17.55
0.1
0.3
Weighted average
10.57
22.8
3.9
The Company has account
ed for its share option
and LTIP
grants to employees at fair value, in accordance with
IFRS 2, using a binomial lattice mode
l to value the option grants. Th
is has resulted in a c
harge of approximately
€9
m
t
o
the income statement (20
21:
€4
m;
20
20
:
€7
m)
being recogniz
ed within the income statement in a
ccordance with
employee services rendere
d.
A blend of the historical and
implied volatilities of the Comp
any’s own ordinary shares is used
to determine
expected volatility for share
option
s
granted. The weigh
ted
-
average volatility is determined b
y calculating the weighted
-
average of volatilities fo
r all share options granted in
a given year. The expe
cted term of share option grants r
epresents
the weighted
-
average peri
od the awards are expected to remain outstanding. The service period is
five years i
n relation
to share options and three years in relation t
o LTIP conditional shar
e grants.
16.
Other equity reserves
The total share
-
based payments reserve at March 31, 2022 was approximately
€31
m
(2021:
€31
m;
2020:
€32
m)
.
The treasury reserve amounted to
€nil
at March
31, 2
022 (2021
:
€nil
; 2020:
€nil
). The total cash
-
flow hedge reserve
amounted to positive
€1,295
m
at M
arch 31, 2022 (2021: positi
ve
€211
m;
2020: negative
€111
m
). Further details of the
Group’s derivatives are s
et out in
Note 12
of the consolidated financial statement
s.
17.
Anal
y
sis of operating revenues and s
egmental analysis
The Group determines and presents operating segm
ents based on the information that internally is provided to
the Group CEO, who is the Company’s Chief Opera
ting Decision Maker (CODM).
The Group currently
comprises four key sep
arate airlines, Buzz, Lauda, Ma
lta Air and Ryanair DAC. Ryan
air DAC
and Malta Air are separate r
eportable segments as they each exceed the applic
able quantitative thresholds for reporting
purposes. Buzz and Laud
a do not individuall
y e
xceed th
e quantitative thresholds
and accordingly are presen
ted on an
aggregate basis as they exhibit similar economic characterist
ics and their services, activities and operations are
sufficiently similar in nature
. The results of these operations are inc
lud
ed as ‘Other Airlines.’
The CODM assesses the performan
ce of the business based on the prof
it/(loss) after tax of each airline for the
reporting period. Resource allocation dec
isions for all airlines are based on airline performance for the relevant pe
riod,
with the objective in making thes
e resource allocation decisions being to optimize
consolidated financial results.
Reportable segment inform
ation is presented as follows
overleaf:
204
At March 31,
2022
Ryanair
DAC
Malta Air
Ot
her
Airlines
Eliminat
ion
Tot
al
€M
€M
€M
€M
€M
Scheduled rev
e
nue
2,616.1
36.4
2,652.5
Ancillary revenue
2,148.4
2,148.4
Inter-
segment revenue
698.5
679.4
406.9
(1,784.8)
Segment
revenue
5,463.0
679.4
443.3
(1,784.8)
4,800.9
Reportable s
egment (
l
oss)
/profit a
fter inco
me tax (i)
(354.7)
5.9
(6.2)
(355.0)
Other segment i
nformation:
Depreciation
(660.1)
(59.3)
(719.4)
Finance exp
ense
(87.8)
(3.6)
(91.4)
Capital expenditure
(1,527.8)
(5.0)
(1,532.8)
Reportable s
egment assets
14,832.1
69.6
248.1
15,149.8
Reportable s
egment liabilities
8,879.3
85.3
639.9
9,604.5
At March 31,
2021
Ryanair
DAC
Malta Air
Other
Airlin
es
Eliminat
ion
Tot
al
€M
€M
€M
€M
€M
Scheduled rev
e
nue
1,020.2
15.8
1,036.0
Ancillary revenue
599.8
599.8
Inter-
segment revenue
586.4
464.2
196.9
(1,247.5)
Segment
revenue
2,206.4
464.2
212.7
(1,247.5)
1,635.8
Reportab
le
seg
ment (
loss)/p
rofit
after in
come tax
(i)
(641.6)
(18.7)
(155.1)
(815.4)
Other segment i
nformation:
Depreciation
(506.6)
(64.4)
(571.0)
Finance exp
ense
(65.6)
(4.2)
(69.8)
Finance in
come
10.9
5.1
16.0
Capital expenditure
(343.0)
(33.6)
(376.6)
Reportable s
egment assets
11,898.7
86.7
342.6
12,328.0
Reportable s
egment liabilities
6,830.8
108.3
742.3
7,681.4
At March 31,
2020
Ryanair
DAC
Malta Air
Other
Airlin
es
Eliminat
ion
Tot
al
€M
€M
€M
€M
€M
Scheduled rev
e
nue
5,306.3
259.9
5,566.2
Ancillary revenue
2,816.3
112.3
2,928.6
Inter-
segment revenue
2.4
210.8
187.2
(400.4)
Segment
revenue
8,125.0
210.8
559.4
(400.4)
8,494.8
Reportab
le seg
ment
profit/(
loss) a
fter inco
me tax (i)
1,097.7
(3.2
)
(92.4)
1,002.1
Other segment i
nformation:
Depreciation
(693.7)
(55.0)
(748.7)
Finance exp
ense
(475.2)
(4.9)
(480.1)
Finance in
come
21.4
21.4
Capital expenditure
(1,195.8)
(1,195.8)
Reportable s
egment assets
14,194.5
64.4
488.3
14,747.2
Reportable s
egment liabilities
8,995.2
67.9
769.6
9,832.7
(i)
Adjusted loss aft
er tax in the financial year ended March 31, 202
2 excludes an exception
al gain of €114M, attributable to th
e
fair value
measurement of jet fuel call o
ptions.
Adjusted loss after tax in th
e financial year en
ded March 31, 2021, exclud
es a charge of €200m
(March 31,
2020: €353m), attribu
t
able to a he
dge ineffectivene
ss charge on jet fuel deriva
tive instruments, forei
gn currency
derivative
instruments relate
d
to je
t
fuel, and airc
raft delivery delays.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
206
205
205
Entity-
wide disclosu
res:
Disaggregation of r
evenues
The following table disag
gregates
total
revenue by primary ge
ographical market. In accordan
ce with IFRS 8
paragraph 13, revenue
by country of origin has been
provided where revenue
for that country is in excess
of 10% of total
revenue. Ireland is presented as it represents the country of domicile. “Other European
countries” includes all other
countries in which the Grou
p has operations.
Year ended
March
31,
2022
2021
2020
€M
€M
€M
United Kingdom
564.0
251.4
1,782.3
Italy
1,188.8
377.5
1,522.1
Spain
873.8
315.7
1,107.1
Germany
N/A
N/A
823.3
Ireland
229.6
81.0
594.5
Other European countries
1,944.7
610.2
2,665.5
Total rev
enue
4,800.9
1,635.8
8,494.8
Ancillary revenues comp
rise of revenues from non
-
flight scheduled
operations, in
-
flight sal
es and Internet
-
related services.
N
on
-
flight sc
heduled revenue arises fr
om the sale of priority boarding
, allocated seats, car hire, travel
insurance
, room res
ervations
and other sources, in
cluding excess baggage charg
es and administration fees,
all directly
attributable to the low
-
far
es business.
The
vast majority of ancill
ary revenue is recognized at a point in time, which is typically the flight date.
The
economic factors that wou
ld impact the nature, amount, timing and uncer
tainty of revenue and cashflows associated
with the provision of passenger
travel related ancillary services are hom
ogeneous across the various comp
onent
categories within ancillary revenue
. Accordingly, there is no further disaggregation of ancillary revenue re
quired in
accordance with IFRS 15, paragraph 1
14.
All of the Compan
y’s operating profit arises from low f
ares airline
-
related ac
tivities. The major revenue earning
assets of the Company are its aircraft. Since the Comp
any’s aircraft fleet is flexibly employed across its route network
in Europe, there is no suitable basis
of allocating such assets and related liabili
ties to geographical segments.
18
.
Sta
ff numbers and costs
The average weekly number of staff, including the Executive Director, during the year, analyzed by category, was
as follows:
Year ended
March
31,
2022
2021
2020
Flight and cabin crew
15,289
13,806
15,653
Sales, operations, man
agement and admi
nistration
1,958
1,896
2,289
Average
17,247
15,702
17,942
At March 31, 2022 the Company had a team of
19,116
aviation professionals (2021:
15,016
, 20
20:
17,26
8
).
206
The aggregate payroll
costs of t
hese persons
were as follow
s:
Year ended
March
31,
2022
2021
2020
€M
€M
€M
Staff and rel
ated c
osts
641.1
438.4
1,039.4
Social welfare costs
32.5
25.0
47.5
Other pension costs (a)
7.9
5.2
13.0
Share based payments
(b)
8.6
3.6
7.0
690.1
472.2
1,106.9
(a)
Costs in respect of defined
-
contribution benefit plans and other pension arrangements were
€8
m in
2022 (
2021:
€5
m; 2020:
€13
m).
(b)
In the year ended M
arch 31, 2022 the charge in the income statement of
€9
m for share based compensation
comprises a charge for the fair value of var
ious share options granted in prior periods
and
conditional shares granted
under LTIP 2019 in fiscal year 20
22
, which are being recognized in the income statement in ac
cordance with services
rendered.
Government grants
and assistance
During the year ended Mar
ch 31, 2022, many European count
ries in which the Ryanair Group operates c
ontinued
to make available pa
yroll support schemes. The Ry
anair Group utili
z
ed a nu
mber of these employmen
t retention
schemes to protect jobs within the Group. T
hese schemes were a mix o
f short term Covid
-
19
specific program
s
and
long-
term schemes linked
to social security that existe
d pre Covid
-
19. T
he total amount of payroll supports r
eceived by
the Group under the various schemes amount
ed to approximately
€82
m
(2021:
€84
m)
and are offset against staff cos
ts
in the consolidated income statement.
Such supports wound down signific
antly
in the second half of fiscal y
ear 2022.
In April 2020, the Group raised
£60
0
M unsecured debt for general corporate purposes und
er the HMT and Bank
of England CCFF. The
0.44%
interest rate was the prevai
ling rate for strong BBB rated companies. This debt
wa
s
extended in March 2021
for a further 12 months
at a
0.4
6%
interest rate. In October 2021 the Group repaid the
£600
M
HMT and Bank of England CCFF in full.
There are no unfulfilled conditions atta
ching to government assistance at March 31, 20
22, 2021 an
d 2020.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
206
205
Entity-
wide disclosu
res:
Disaggregation of r
evenues
The following table disag
gregates
total
revenue by primary ge
ographical market. In accordan
ce with IFRS 8
paragraph 13, revenue
by country of origin has been
provided where revenue
for that country is in excess
of 10% of total
revenue. Ireland is presented as it represents the country of domicile. “Other European
countries” includes all other
countries in which the Grou
p has operations.
Year ended
March
31,
2022
2021
2020
€M
€M
€M
United Kingdom
564.0
251.4
1,782.3
Italy
1,188.8
377.5
1,522.1
Spain
873.8
315.7
1,107.1
Germany
N/A
N/A
823.3
Ireland
229.6
81.0
594.5
Other European countries
1,944.7
610.2
2,665.5
Total rev
enue
4,800.9
1,635.8
8,494.8
Ancillary revenues comp
rise of revenues from non
-
flight scheduled
operations, in
-
flight sal
es and Internet
-
related services.
N
on
-
flight sc
heduled revenue arises fr
om the sale of priority boar
ding, allocated seats, car hire, travel
insurance
, room res
ervations
and other sources, in
cluding excess baggage charg
es and administration fees,
all directly
attributable to the low
-
far
es business.
The
vast majority of ancill
ary revenue is recognized at a point in time, which is typically the flight date.
The
economic factors that wou
ld impact the nature, amount, timing and uncer
tainty of revenue and cashflows associated
with the provision of passenger
travel related ancillary services are hom
ogeneous across the various comp
onent
categories within ancillary revenue
. Accordingly, there is no further disaggregation of ancillary revenue re
quired in
accordance with IFRS 15, paragraph 1
14.
All of the Compan
y’s operating profit arises from low f
ares airline
-
related ac
tivities. The major revenue earning
assets of the Company are its aircraft. Since the Comp
any’s aircraft fleet is flexibly employed across its route network
in Europe, there is no suitable basis
of allocating such assets and related liabili
ties to geographical segments.
18
.
Sta
ff numbers and costs
The average weekly number of staff, including the Executive Director, during the year, analyzed by category, was
as follows:
Year ended
March
31,
2022
2021
2020
Flight and cabin crew
15,289
13,806
15,653
Sales, operations, man
agement and admini
stration
1,958
1,896
2,289
Average
17,247
15,702
17,942
At March 31, 2022 the Company had a team of
19,116
aviation professionals (2021:
15,016
, 20
20:
17,26
8
).
206
The aggregate payroll
costs of t
hese persons
were as follow
s:
Year ended
March
31,
2022
2021
2020
€M
€M
€M
Staff and rel
ated c
osts
641.1
438.4
1,039.4
Social welfare costs
32.5
25.0
47.5
Other pension costs (a)
7.9
5.2
13.0
Share based payments
(b)
8.6
3.6
7.0
690.1
472.2
1,106.9
(a)
Costs in respect of defined
-
contribution benefit plans and other pension arrangements were
€8
m in
2022 (
2021:
€5
m; 2020:
€13
m).
(b)
In the year ended M
arch 31, 2022 the charge in the income statement of
€9
m for share based compens
ation
comprises a charge for the fair value of var
ious share options granted in prior periods
and
conditional shares granted
under LTIP 2019 in fiscal year 20
22
, which are being recognized in the income statement in ac
cordance with services
rendered.
Government grants
and assistance
During the year ended Mar
ch 31, 2022, many European count
ries in which the Ryanair Group operates c
ontinued
to make available pa
yroll support schemes. The Ry
anair Group utili
z
ed
a number of these employmen
t retention
schemes to protect jobs within the Group. T
hese schemes were a mix o
f short term Covid
-
19
specific program
s
and
long-
term schemes linked
to social security that existe
d pre Covid
-
19. T
he total amount of payroll supports r
eceived by
the Group under the various schemes amount
ed to approximately
€82
m
(2021:
€84
m)
and are offset against staff cos
ts
in the consolidated income statement.
Such supports wound down signific
antly
in the second half of fiscal y
ear 2022.
In April 2020, the Group raised
£60
0
M unsecured debt for general corporate purposes und
er the HMT and Bank
of England CCFF. The
0.44%
interest rate was the prevai
ling rate for strong BBB rated companies. This debt
w
as
extended in March 2021
for a further 12 months
at a
0.4
6%
interest rate. In October 2021 the Group repaid the
£600
M
HMT and Bank of England CCFF in full.
There are no unfulfilled conditions atta
ching to government assistance at March 31, 20
22, 2021 an
d 2020.
RY
ANAIR GROUP ANNUAL REPOR
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2
208
207
207
[
19. Statutory and other in
formation
Year ended
March
31,
2022
2021
2020
€M
€M
€M
Directors’ emoluments:
-
Fees
0.6
0.5
0.6
-
Share b
ased c
ompen
sation
1.9
1.9
2.7
-
Other emoluments
1.0
0.3
0.9
Total D
irectors’ emoluments
3.5
2.7
4.2
Auditor’s remuneratio
n (including rei
mbursement of out
lay):
-
Audit service
s (i)
0.6
0.6
0.7
-
Audit related services
0.1
0.1
-
Tax advisory servic
es (ii)
0.1
0.2
Tota
l fees
0.7
0.8
0.9
Included within
the above total f
ees, the following
fees were pa
yable to other
KPMG firms
outside of Ireland:
Audit servic
es (i)
0.1
0.1
0.1
Audit related serv
ices
Tax advisory ser
vices (ii)
0.1
Tota
l fees
0.1
0.1
0.2
Depreciation of
owned property,
plant and equipment
664.8
496.5
683.5
Depreciation of pr
operty, plant a
nd equipment held un
der leases
5.9
5.9
Lease charges, principally for
aircra
ft (iii)
6.7
38.2
(i)
Audit services comprise audit work perfo
rmed on the consolidated finan
cial statements, including stat
utory
financial statements
of subsidiary entities. In fiscal year 202
2
€1,000
(2021:
€1,000
; 2020:
€1,000
) of audit fees
relate to the audit of the Parent
Company.
(ii)
Tax services include all services, except those services sp
ecific
ally related to the audit of financial statements,
performed by the independent auditor’s tax personnel, supporting tax
-
related regulatory requiremen
ts, and tax
compliance and report
ing.
(iii)
Lease charg
es relates to leases with a dura
tion of less than 12 months for whi
ch the Company availed of the
short
-
term lease exemption under IFRS 16.
(a)
Fees and emolu
ments
-
Executive Director
Year ended
March
31,
2022
2021
2020
€M
€M
€M
Basic salar
y
0.50
0.25
0.50
Bonus (performance and
target
-
related
)
0.48
0.46
0.98
0.25
0.96
Non
-
cash sh
are based compens
ation (i)
1.78
1.78
2.51
2.76
2.03
3.47
(i)
2020, 2021 and 2022
include
€1.78
m non
-
cash, technical accounting charge for
10
m unvested share options
granted under the Group CEO’s new
5-
year contract in February 2019. The remaining charge in 2020 relates t
o share
options that vested in 2019.
During the years ended March 31, 20
22, 2021 and 2020 Michael O'Leary was the only Executive Director.
208
(b)
Fees
and emoluments
Non
-
Executive Directors
Year
ended
March 31,
2022
2021
2020
€'000
€'000
€'000
Fees
David Bonderman (i)
-
16.7
100.0
Róisín Brennan
50.0
45.8
50.0
Michael Ca
wley
50.0
45.8
50.0
Emer Daly
50.0
45.8
50.0
Geoff Doherty (ii)
25.0
-
-
Stan
McCarthy
(i
ii
)
100.0
87.5
50.0
Kyran McLaughlin (i)
-
11.9
50.0
Howard Milla
r
50.0
45.8
50.0
Dick Milliken
50.0
45.8
50.0
Mike O’Brien
75.0
68.8
80.0
Julie O’Neill
50.0
45.8
50.0
Louise Phela
n
50.0
45.8
50.0
550.0
505.5
630.0
Emoluments
Share based compensation
80.1
83.1
150.0
Total
630.1
588.6
780.0
(i)
David Bonderman and K
yran McLaughlin
retired from the B
oard in May 20
20.
(ii)
Geoff Doh
erty was appointed
to the Bo
ard in October 2021
.
(iii)
Stan McCarthy was appointed C
hairman from June 2020.
(c)
Pen
sion benefits
From October 1, 2008, M
ichael O’Leary was no longer a
n active member of a Comp
any defined benefit plan. Th
e
total accumulated ac
crued benefit for Mr. O’Leary at March 31, 20
22 was
€0.1
m (2021:
€0.1
m; 2020
:
€0
.1
m).
Pension
benefits have been compu
ted in accordan
ce with Section 6.1 of the Listing Ru
les of Euronext Dublin. In
creases in
transfer values of the accrued benefits have been calculated as at the year
-
end in accordance with versio
n 1.1 of
Actuarial Standard of Practi
ce PEN
-
11.
Mr. O’Leary is a membe
r of a defined contribution plan. During the years ended March 31, 2022, 2021 and 2020
the Company did not make contribu
tions to the defined contribution plan for Mr.
O’Leary.
No Non
-
Executive Directors
are members of the Company defined benefit plan or received contributions under the defined contribution plan in fiscal
years e
nded March 31, 20
22, 2021 an
d 2020.
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2
208
207
[
19. Statutory and other in
formation
Year ended
March
31,
2022
2021
2020
€M
€M
€M
Directors’ emoluments:
-
Fees
0.6
0.5
0.6
-
Share b
ased c
ompen
sation
1.9
1.9
2.7
-
Other emoluments
1.0
0.3
0.9
Total D
irectors’ emoluments
3.5
2.7
4.2
Auditor’s remuneratio
n (including rei
mbursement of out
lay):
-
Audit service
s (i)
0.6
0.6
0.7
-
Audit related services
0.1
0.1
-
Tax advisory servic
es (ii)
0.1
0.2
Tota
l fees
0.7
0.8
0.9
Included within
the above total f
ees, the following
fees were pa
yable to other
KPMG firms
outside of Ireland:
Audit servic
es (i)
0.1
0.1
0.1
Audit related serv
ices
Tax advisory ser
vices (ii)
0.1
Tota
l fees
0.1
0.1
0.2
Depreciation of
owned property,
plant and equipment
664.8
496.5
683.5
Depreciation of pr
operty, plant a
nd equipment held un
der leases
5.9
5.9
Lease charges, principally for
aircra
ft (iii)
6.7
38.2
(i)
Audit services comprise audit work perfo
rmed on the consolidated finan
cial statements, including stat
utory
financial statements
of subsidiary entities. In fiscal year 202
2
€1,000
(2021:
€1,000
; 2020:
€1,000
) of audit fees
relate to the audit of the Parent
Company.
(ii)
Tax services include all services, except those services sp
ecific
ally related to the audit of financial statements,
performed by the independent auditor’s tax personnel, supporting tax
-
related regulatory requiremen
ts, and tax
compliance and report
ing.
(iii)
Lease charges
relates to leases with a dura
tion of less than 12 months for whi
ch the Company availed of the
short
-
term lease exemption under IFRS 16.
(a)
Fees and emolu
ments
-
Executive Director
Year ended
March
31,
2022
2021
2020
€M
€M
€M
Basic salar
y
0.50
0.25
0.50
Bonus (performance and
target
-
related
)
0.48
0.46
0.98
0.25
0.96
Non
-
cash sh
are based compens
ation (i)
1.78
1.78
2.51
2.76
2.03
3.47
(i)
2020, 2021 and 2022
include
€1.78
m non
-
cash, technical accounting charge for
10
m unvested share options
granted under the Group CEO’s new
5-
year contract in February 2019. The remaining charge in 2020 relates t
o share
options that vested in 2019.
During the years ended March 31, 20
22, 2021 and 2020 Michael O'Leary was the only Executive Director.
208
(b)
Fees
and emoluments
Non
-
Executive Directors
Year
ended
March 31,
2022
2021
2020
€'000
€'000
€'000
Fees
David Bonderman (i)
-
16.7
100.0
Róisín Brennan
50.0
45.8
50.0
Michael Ca
wley
50.0
45.8
50.0
Emer Daly
50.0
45.8
50.0
Geoff Doherty (ii)
25.0
-
-
Stan
McCarthy
(i
ii
)
100.0
87.5
50.0
Kyran McLaughlin (i)
-
11.9
50.0
Howard Milla
r
50.0
45.8
50.0
Dick Milliken
50.0
45.8
50.0
Mike O’Brien
75.0
68.8
80.0
Julie O’Neill
50.0
45.8
50.0
Louise Phela
n
50.0
45.8
50.0
550.0
505.5
630.0
Emoluments
Share based compensation
80.1
83.1
150.0
Total
630.1
588.6
780.0
(i)
David Bonderman and K
yran McLaughlin
retired from the B
oard in May 20
20.
(ii)
Geoff Doh
erty was appointed
to the Bo
ard in October 2021
.
(iii)
Stan McCarthy was appointed C
hairman from June 2020.
(c)
Pen
sion benefits
From October 1, 2008, M
ichael O’Leary was no longer a
n active member of a Comp
any defined benefit plan. Th
e
total accumulated ac
crued benefit for Mr. O’Leary at March 31, 20
22 was
€0.1
m (2021:
€0.1
m; 2020:
€0.1
m). Pension
benefits have been compu
ted in accordan
ce with Section 6.1 of the Listing Ru
les of Euronext Dublin. In
creases in
transfer values of the accrued benefits have been calculated as at the year
-
end in accordance with versio
n 1.1 of
Actuarial Standard of Practi
ce PEN
-
11.
Mr. O’Leary is a membe
r of a defined contribution plan. During the years ended March 31, 2022, 2021 and 2020
the Company did not make contribu
tions to the defined contribution plan for Mr.
O’Leary.
No Non
-
Executive Directors
are members of the Company defined benefit plan or received contributions under the defined contribution plan in fiscal
years e
nded March 31, 20
22, 2021 an
d 2020.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
210
209
209
(d)
Shares and
share o
ptions
(i) Shares
Ryanair Holdings plc is listed on the Euronext Dublin and NAS
DAQ
stock exchange
s.
The beneficial interests as
at March 31, 2022, 2021
and 2020 of the Directors in office a
t March 31, 2022 and of
their spouses and dependent children in the share c
apital o
f the Compan
y are as follows:
No.
of
S
hares
at
March
31,
2022
2021
2020
Roisin Brennan
4,000
Michael Ca
wley
756,198
756,198
756,198
Emer Daly
6,840
6,840
3,260
Geoff Doh
erty
50,700
Stan McCarthy
10,000
10,000
10,000
Howard
Millar
500,000
435,000
390,000
Dick
Milliken
17,250
9,750
9,750
Mike O'Brien
4,405
4,405
Michael
O’Lear
y
44,096,725
44,096,725
44,096,725
Julie O'Ne
ill
5,000
5,000
1,000
Louise Phelan
60,000
30,000
30,000
(ii) Share options
The share options held by each Director in office at the end
of fiscal year 2022 were as follows:
No.
of
Options
at
March
31,
2022
2021
2020
Róisín Brennan (b)
50,000
50,000
50,000
Michael Ca
wley (b)
50,000
80,000
80,000
Emer Daly (b)
50,000
50,000
50,000
Geoff Doh
erty
Stan McCarthy (b)
50,000
50,000
50,000
Howard Milla
r (b)
50,000
50,000
80,000
Dick Milliken (b)
50,000
80,000
80,000
Mike O'Brien (b)
50,000
50,000
50,000
Michael O’
L
eary (a) (c)
12,500,000
15,000,000
15,000,000
Julie O’Neill (b)
50,000
50,000
80,000
Louise Phelan (b)
50,000
80,000
80,000
(a)
5
m
options were granted to Mr.O’
Leary during fiscal year 2015 at an exercise pri
ce of
€8.35
(the market value at the
date of grant), these options vested in July 201
9 and
2.
5
m
were exercised during
fiscal year 2022.
(b)
50,000
options
(not yet vested)
were granted to these Directors at an exercise pric
e of
€11.12
(the market value at
the date of grant) during fiscal year 20
19. These options are exercisable subject
to the Director still being a Non
-
Executive Director of the Comp
any through July 31, 2024.
(c)
10
m
options (not yet vested) were granted to Mr. O’Leary at a
n exercise price of
€11.1
2
(the market value at the
date of grant) during fisc
al year 2019. These options are exer
cisable subject to him still being an empl
oyee of the
Ryanair Group through July
31, 2024.
In fiscal year 2022
the Company incu
rred total sha
re
-
based (non
-
cash) com
pensation expense of
€1.
9
m (2021:
€1.9
m; 2020:
€2.7
m) in relation to
Directors.
210
20.
Fina
nce expense
Year ended
March
31,
2022
2021
2020
€M
€M
€M
Interest
expense
91.4
69.8
72.9
Hedge discontinuance
and ineff
ectiveness (see Note
12)
227.3
407.2
91.4
297.1
480.1
21.
Retirement ben
efits
Defined contribu
tion schemes
At Marc
h 31, 202
2
the Company
operates defined
-
contribution retirement plans in I
reland and the U.K. The costs
of these plans are charged
to the consolidated in
come statement in the period in
which they are incurred. Th
e pension
cost of these defined contrib
ution plans was
€8
m
in fisca
l year 202
2
(202
1
:
€5
m; 20
20
:
€13
m).
Defined-
ben
efit schemes
During fiscal year 2016 the Company
clo
sed the define
d benefit plan for U.K. employees to future accruals. The
net pension liability recognized in the c
onsolidated balance sheet for the schem
e
at March 31, 20
2
2
was
€4
m (202
1
:
€4
m; 20
20
:
€4
m). Costs associated with the scheme d
uring fiscal year 202
2 was
€nil
(202
1
:
€nil
;
20
20
:
€nil
).
The amounts recognized in
the consolidated balance sheet in respect of defined benef
it plans are as
follows:
At
March
31,
2022
2021
2020
€M
€M
€M
Present value of benefit obligations
(14.9)
(14.9)
(14.9)
Fair value of plan
assets
10.4
10.4
10.4
Present value of n
et obligations
(4.5)
(4.5)
(4.5)
Related
deferr
ed tax
asset
0.6
0.6
0.6
Net pension liability
(3.9)
(3.9)
(3.9)
22.
(Loss)/
Ear
nings per sh
are
Year ended March 31,
2022
2021
2020
Basic (loss)/earning
s per ordinary sh
are (€)
(0.2130)
(0.9142)
0.5824
Diluted (loss)/earnings per ordin
ary share (€)
(0.2130)
(0.9142)
0.5793
Number of ordinary sh
ares (in M
s) used for EPS
(weighted avera
ge)
Basic
1,130.5
1,110.4
1,113.8
Diluted (a)
1,130.5
1,110.4
1,119.8
(a)
Details of share options in issue have been described more fully in
Note 15
to the consolidated financial statements.
See below for explanation of diluted number of ordina
ry shares.
Diluted earnings per share takes account solely of the potential future exercise of share options
and co
nditional
shares
granted u
nder the Company’s share option
and LTIP 2019
schemes. For fiscal year
2022 and
2021,
due to the
loss-
making position, share options are anti
-
dilutive in accordance with IAS 33 and therefore are not assumed to be
converted.
For fiscal year 20
20,
the weighted average numb
er of shares in issue of
1,120
m includes weighted average
share options assumed to be converted, and equ
al to a total of
6
m
shares.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
210
209
(d)
Shares and
share o
ptions
(i) Shares
Ryanair Holdings plc is listed on the Euronext Dublin and NAS
DAQ
stock exchange
s.
The beneficial interests as
at March 31, 2022, 2021
and 2020 of the Directors in office a
t March 31, 2022 and of
their spouses and dependent children in the share c
apital o
f the Compan
y are as follows:
No.
of
S
hares
at
March
31,
2022
2021
2020
Roisin Brennan
4,000
Michael Ca
wley
756,198
756,198
756,198
Emer Daly
6,840
6,840
3,260
Geoff Doh
erty
50,700
Stan McCarthy
10,000
10,000
10,000
Howard
Millar
500,000
435,000
390,000
Dick
Milliken
17,250
9,750
9,750
Mike O'Brien
4,405
4,405
Michael
O’Lear
y
44,096,725
44,096,725
44,096,725
Julie O'Ne
ill
5,000
5,000
1,000
Louise Phelan
60,000
30,000
30,000
(ii) Share options
The share options held by each Director in office at the end
of fiscal year 2022 were as follows:
No.
of
Options
at
March
31,
2022
2021
2020
Róisín Brennan (b)
50,000
50,000
50,000
Michael Ca
wley (b)
50,000
80,000
80,000
Emer Daly (b)
50,000
50,000
50,000
Geoff Doh
erty
Stan McCarthy (b)
50,000
50,000
50,000
Howard Milla
r (b)
50,000
50,000
80,000
Dick Milliken (b)
50,000
80,000
80,000
Mike O'Brien (b)
50,000
50,000
50,000
Michael O’
L
eary (a) (c)
12,500,000
15,000,000
15,000,000
Julie O’Neill (b)
50,000
50,000
80,000
Louise Phelan (b)
50,000
80,000
80,000
(a)
5
m
options were granted to M
r.O’Leary during fiscal year 2015 at an exercise pri
ce of
€8.35
(the market value at the
date of grant), these options vested in July 201
9 and
2.
5
m
were exercised during
fiscal year 2022.
(b)
50,000
options
(not yet vested)
were granted to these Directors at an exercise price o
f
€11.1
2
(the market value at
the date of grant) during fiscal year 20
19. These options are exercisable subject
to the Director still being a Non
-
Executive Director of the Comp
any through July 31, 2024.
(c)
10
m
options (not yet vested) were granted to Mr. O’L
eary at a
n exercise price of
€11.12
(the market value at the
date of grant) during fisc
al year 2019. These options are exer
cisable subject to him still being an empl
oyee of the
Ryanair Group through July
31, 2024.
In fiscal year 2022
the Company incu
rred total sha
re
-
based (non
-
cash) com
pensation expense of
€1.
9
m (2021:
€1.9
m; 2020:
€2.7
m) in relation to
Directors.
210
20.
Fina
nce expense
Year ended
March
31,
2022
2021
2020
€M
€M
€M
Interest
expense
91.4
69.8
72.9
Hedge discontinuance
and ineff
ectiveness (see Note
12)
227.3
407.2
91.4
297.1
480.1
21.
Retirement ben
efits
Defined contribu
tion schemes
At Marc
h 31, 202
2
the Company
operates defined
-
contribution retirement plans in I
reland and the U.K. The costs
of these plans are charged
to the consolidated in
come statement in the period in
which they are incurred. Th
e pension
cost of these defined contrib
ution plans was
€8
m
in fisca
l year 202
2
(202
1
:
€5
m; 20
20
:
€13
m).
Defined-
ben
efit schemes
During fiscal year 2016 the Company
clo
sed the define
d benefit plan for U.K. employees to future accruals. The
net pension liability recognized in the c
onsolidated balance sheet for the schem
e
at March 31, 20
2
2
was
€4
m (202
1
:
€4
m; 20
20
:
€4
m). Costs associated with the scheme d
uring fiscal year 202
2 was
€nil
(202
1
:
€nil
;
20
20
:
€nil
).
The amounts recognized in
the consolidated balance sheet in respect of defined benef
it plans are as
follows:
At
March
31,
2022
2021
2020
€M
€M
€M
Present value of benefit obligations
(14.9)
(14.9)
(14.9)
Fair value of plan
assets
10.4
10.4
10.4
Present value of n
et obligations
(4.5)
(4.5)
(4.5)
Related
deferr
ed tax
asset
0.6
0.6
0.6
Net pension liability
(3.9)
(3.9)
(3.9)
22. (Loss
)/
Ear
nings per
share
Year ended March 31,
2022
2021
2020
Basic (loss)/earning
s per ordinary sh
are (€)
(0.2130)
(0.9142)
0.5824
Diluted (loss)/earnings per ordin
ary share (€)
(0.2130)
(0.9142)
0.5793
Number of ordinary sh
ares (in M
s) used for EPS
(weighted avera
ge)
Basic
1,130.5
1,110.4
1,113.8
Diluted (a)
1,130.5
1,110.4
1,119.8
(a)
Details of share options in issue have been described more fully in
Note 15
to the consolidated financial statements.
See below for explanation of diluted number of ordina
ry shares.
Diluted earnings per share takes ac
count solely of the potential future exercise
of share options
and conditional
shares
granted u
nder the Company’s share option
and LTIP 2019
schemes. For fiscal year
2022 and
2021,
due to the
loss-
making position, share options are anti
-
dilutive in accordance with IAS 33 and therefore are not assumed to be
converted.
For fiscal year 20
20,
the weighted average numb
er of shares in issue of
1,120
m includes weighted average
share options assumed to be converted, and equ
al to a total of
6
m
shares.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
212
211
211
The average market va
lue of the Company’s shares f
or the purpose of ca
lculating the dilutive effe
ct of the
share
options was based on quoted market prices for the ye
ar during which the options were outstanding.
2
3.
Commitmen
ts and contingencies
Commitments
In September 2014, the Group agreed to purchase up to
200
Boeing 737
-
8200 aircraft (
1
00
firm orders and
100
subject to option) from The Boeing Company over a
five year
period originally due to commence in fiscal year 20
20 (the
“2014 Boeing Contract”). This agreement was approv
ed at an EGM of Ryanair Holdings plc on November 28, 2014.
Subse
quently, the Group a
greed to purchase an additional
10
Boeing 737
-
8200 airc
raft bringing the total nu
mber of
Boeing 737
-
8
200 airc
raft on order to
210
(assuming all options are exercised). In April 2018, the Company announced
that it had converted
25
Boeing
737
-
8200 options into firm orders bringing the C
ompany’s firm order to
135
Boeing 737
-
8200s with a further
75
options remaining. In Decemb
er 2020, shortly after the FAA's ung
rounding of the Boeing 737
-
MAX aircraft in the U.S.,
the Company announced that i
t had converted its remaining
75
Boeing 7
37
-
8200 options into
firm orders bringing the Co
mpany’s firm order to
210
Boeing 737
-
8200 aircraft. Following cert
ification of the Boeing 737
-
8200 by the FAA in late March 2021, and EASA in early April 2021,
the Group took delivery of its first
Boeing
737
-
8200
in
June 2021
and
had 61 of t
hese aircraft in its fleet at March 31,
2022
.
Deliveries are expected to continue until the end
of fiscal year 2025.
The
table below includes the fu
ture Purchase Obligations for firm aircraft pur
chases under the existing 20
14
Boeing Contract. This tabl
e is calculated by multiplying the nu
mber
of firm aircraft the Group is obligated t
o purchase
under its agreement with B
oeing during the relevant period by the standard list pr
ice of approximately U.S.
$102.5
m for
each aircraft, adjusted for
(i) basic credits (approxima
tely 60% of the standard lis
t price); (ii) price escal
ation over the
original scheduled delivery
timeframe; and (iii) advance payments paid in prior fisc
al years. The dollar
-denominated
obligations are converted i
nto euro at
the year
-end
exchange rate of U.S.
$1.1
065
= €1.00
.
The G
r
oup is eligible for
further customer specific credits, refle
ctive, inter alia, of its longstanding partne
rship with Boeing, its launch customer
status for the Boeing 737
-
8200 aircraft, it
s commitment to pu
rchase
210
Boeing 737
-
8200 airc
raft under the 2014
Boeing Contract and the delayed commencement of aircraft deliveries. These customer specific credits are not included
in the table below but will reduce the average amount
payable per aircraft, and therefore, the Group’s obligations due
under the 2014 Boe
ing Contract. The Group conside
rs that Boeing customer s
pecific credits are not mat
erial to the
Group’s cash outflows ove
r the time horizon of the 2014 B
oeing contract. Under the terms of the 2014
Boeing Contract,
the Group is required to make periodic advan
ce payments of the purchase price for aircraft it has agreed to purchase
over the
two-
ye
ar
period preceding the s
cheduled delivery of aircraft with the b
alance of the purchase price being
due
at the time of delivery. Purchase Obligations detailed below
are based on an agreed delivery schedule as of March 31,
2022
.
Obligations Due by Period
Purchase Obligations
Total
FY23
FY24
FY25
€M
€M
€M
€M
2014 Boeing Contr
act
5,828
2,151
2,230
1,447
Finance le
ases
The Company financed
30
Boeing 737 aircraft delivered between March 2005 and March 2014 with
13
-year
euro-
denominated J
apanese Operating Leases with C
all Options (“JOLCOs”). These structures were
accounted for as
finance leases and are initi
ally recorded at fair value in the Company’s b
alance sheet. Under each of these
contracts,
Ryanair had a call option to p
urchase
the aircraft at a p
re
-
determined price ahead of maturity. Ryanair exercised these
options, the last
10
of which were purchased during fi
scal year 2021.
212
The following table sets ou
t the total future minimum p
ayments of leasing aircraft (202
2
:
nil
a
ircraft; 20
21
:
ni
l
aircraft; 2020
:
10
aircraft) under JOLCOs at March 31, 2022, 2021 and 2020, respectively:
At
March
31,
2022
2021
2020
Present
Present
Present
value
of
value
of
value
of
Minimum
Minimum
Minimum
Minimum
Minimum
Minimum
payments
payments
payments
payments
payments
payments
€M
€M
€M
€M
€M
€M
Due within one year
178.9
172.1
Due between two and
five years
Due after fi
ve years
Total minimum lease
payment
s
178.9
172.1
Less amounts allocated to future financing costs
Present value of mini
mum lease payments
178.9
172.1
Commitments resulting fro
m
the use of derivative financial instruments b
y the Company are described in
Not
e
12 to the consolidated financial statements.
Contingencies
The Company is engag
ed in litigation arising in the or
dinary course of its busines
s. Although no
assuran
ce can
be given as to the outcome of any current or pending
litigation, management does not believe that any such
litigation
will, individually or in the aggregate, have a materia
l adverse effect on the results of operations or fin
ancial condition o
f
the Company, except as described belo
w.
Since 2002, the European C
ommission has examined the agreements between R
yanair and various airports to
establish whether they
constituted illegal state aid. In m
any cases, the European Commissi
on has concluded th
at the
agreements did not constit
ute state aid. In other cases, Ryanair has suc
cessfully challenged the EU commissi
on finding
that there was state aid. In July and Oct
ober 2014, the European Commission announced find
ings of state aid to Ryanair
in its arrangements with Pau, Nimes, Angouleme, Alten
burg and Zweibrücken airports, ordering Ryanair to repay a total
of approximately €10m of alleged aid. In July and November 2016, the European Commission announ
ced findings of
state aid to Ryanair in its arrangements with Cag
liari and Klagenfurt respectively, ordering Ryanair to repay
approximately €13m
of alleged aid. Ryanai
r appealed the seven “aid” decisi
ons to the EU General Court. In late 2018, the
General Court upheld the Commissi
on’s findings regarding Ryan
air’s arrangements with Pau, Nimes, Angoul
eme and
Altenburg airports, and overturned the Comm
ission’s finding regarding Ryanair’s arrangement with Zweibrücken airport.
Ryanair appealed these four negative findings to the European Court of Justice. In D
ece
mber 2019, Ryanair discontinued
the appeals to the Europea
n Court of Justice of these four negati
ve findings as the Court had refused to gra
nt an oral
hearing in any of the cases. The app
eal before the General Co
urt regarding Ryan
air’s arrangements with Ca
gliari airpo
rt
is pending. In 2021, the General Court upheld the European Commission’s finding regarding
Ryanair’s arrangements
with Klagenfurt airport. Ryanair appealed this neg
ative finding to the European Cou
rt of Justice in late 2021 and a ruling
is
currently expected in 2022. In August 2019, the European Co
mmission announced find
ings of state aid to
Ryanair in
its arrangements with Mont
pellier airport, ordering Ryanair to rep
ay a total of approximately €9m of alleged ai
d. Ryanair
appealed the Montpel
lier “a
id” decision in Feb 2021 to the EU General Court.
Ryanair is facing similar legal challenges with respect to agreements with certain other airports, notably Paris
(Beauvais),
La
Rochelle
,
Carcass
onne,
Giron
a,
Reus,
T
ârgu
M
ureș,
B
eziers
and
Frankfur
t (Hahn). These investigations
are ongoing, and Ryanair currently expects that they will conclude in 2022, with any European Commission
decisions
appealable to the EU General Court.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
212
211
The average market va
lue of the Company’s shares f
or the purpose of ca
lculating the dilutive effe
ct of the
share
options was based on quoted market prices for the ye
ar during which the options were outstanding.
2
3.
Commitmen
ts and contingencies
Commitments
In September 2014, the Group agreed to purchase up to
200
Boeing 737
-
8200 aircraft (
1
00
firm orders and
100
subject to option) from The Boeing Company over a
five year
period originally due to commence in fiscal year 20
20 (the
“2014 Boeing Contract”). This agreement was approv
ed at an EGM of Ryanair Holdings plc on November 28, 2014.
Subse
quently, the Group a
greed to purchase an additional
10
Boeing 737
-
8200 ai
rcraft bringing the total nu
mber of
Boeing 737
-
82
00 airc
raft on order to
210
(assuming all options are exercised). In April 2018, the Company announced
that it had converted
25
Boeing
737
-
8200 options into firm orders bringing the C
ompany’s firm order to
135
Boeing 737
-
8200s with a further
75
options remaining. In Decemb
er 2020, shortly after the FAA's ung
rounding of the Boeing 737
-
MAX aircraft in the U.S.,
the Company announced that i
t had converted its remaining
75
Boeing 7
37
-
8200 options into
firm orders bringing the Co
mpany’s firm order to
210
Boeing 737
-
8200 aircraft. Following cert
ification of the Boeing 737
-
8200 by the FAA in late March 2021, and EASA in early April 2021,
the Group took delivery of its first
Boeing
737
-
8200
in
June 2021
and
had 61 of t
hese aircraft in its fleet at March 31,
2022
.
Deliveries are expected to continue until the end
of fiscal year 2025.
The
table below includes the fu
ture Purchase Obligations for firm aircraft pur
chases under the existing 20
14
Boeing Contract. This tabl
e is calculated by multiplying the nu
mber
of firm aircraft the Group is obligated t
o purchase
under its agreement with B
oeing during the relevant period by the standard list pr
ice of approximately U.S.
$102.5
m for
each aircraft, adjusted for
(i) basic credits (approxima
tely 60% of the standard lis
t price); (ii) price escal
ation over the
original scheduled delivery
timeframe; and (iii) advance payments paid in prior fisc
al years. The dollar
-denominated
obligations are converted i
nto euro at
the year
-end
exchange rate of U.S.
$1.1
065
= €1.00
.
The G
r
oup is eligible for
further customer specific credits, refle
ctive, inter alia, of its longstanding partne
rship with Boeing, its launch customer
status for the Boeing 737
-
8200 aircraft, it
s commitment to pu
rchase
210
Boeing 737
-
8200 airc
raft under the 2014
Boeing Contract and the delayed commencement of aircraft deliveries. These customer specific credits are not included
in the table below but will reduce the average amount
payable per aircraft, and therefore, the Group’s obligations due
under the 2014 Boe
ing Contract. The Group conside
rs that Boeing customer s
pecific credits are not mat
erial to the
Group’s cash outflows ove
r the time horizon of the 2014 B
oeing contract. Under the terms of the 2014
Boeing Contract,
the Group is required to make periodic a
dvance payments of the purchase price for aircraft it has agreed to purchase
over the
two-
ye
ar
period preceding the s
cheduled delivery of aircraft with the b
alance of the purchase price b
eing due
at the time of delivery. Purchase Obligations detailed below
are based on an agreed delivery schedule as of March 31,
2022
.
Obligations Due by Period
Purchase Obligations
Total
FY23
FY24
FY25
€M
€M
€M
€M
2014 Boeing Contr
act
5,828
2,151
2,230
1,447
Finance le
ases
The Company financed
30
Boeing 737 aircraft delivered between March 2005 and March 2014 with
13
-year
euro-
denominated J
apanese Operating Leases with C
all Options (“JOLCOs”). These structures were
accounted for as
finance leases and are initi
ally recorded at fair value in the Company’s b
alance sheet. Under each of these
contracts,
Ryanair had a call option to p
u
rchase the aircraft at a p
re
-
determined price ahead of maturity. Ryanair exercised these
options, the last
10
of which were purchased during fi
scal year 2021.
212
The following table sets ou
t the total future minimum p
ayments of leasing aircraft (202
2
:
nil
a
ircraft; 20
21
:
nil
aircraft; 2020
:
10
aircraft) under JOLCOs at March 31, 2022, 2021 and 2020, respectively:
At
March
31,
2022
2021
2020
Present
Present
Present
value
of
value
of
value
of
Minimum
Minimum
Minimum
Minimum
Minimum
Minimum
payments
payments
payments
payments
payments
payments
€M
€M
€M
€M
€M
€M
Due within one year
178.9
172.1
Due between two and
five years
Due after fi
ve years
Total minimum lease
payment
s
178.9
172.1
Less amounts allocated to future financing costs
Present value of mini
mum lease payments
178.9
172.1
Commitments resulting fro
m
the use of derivative financial instruments b
y the Company are described in
Not
e
12 to the consolidated financial statements.
Contingencies
The Company is engag
ed in litigation arising in the or
dinary course of its busines
s. Although no
assuran
ce can
be given as to the outcome of any current or pending
litigation, management does not believe that any such
litigation
will, individually or in the aggregate, have a materia
l adverse effect on the results of operations or fin
ancial condition o
f
the Company, except as described belo
w.
Since 2002, the European C
ommission has examined the agreements between R
yanair and various airports to
establish whether they
constituted illegal state aid. In m
any cases, the European Commissi
on has concluded th
at the
agreements did not constit
ute state aid. In other cases, Ryanair has suc
cessfully challenged the EU commissi
on finding
that there was state aid. I
n July and October 2014, the European C
ommission announced finding
s of state aid to Ryanair
in its arrangements with Pau, Nimes, Angouleme, Alten
burg and Zweibrücken airports, ordering Ryanair to repay a total
of approximately €10m of alleged aid. In July and November 2016, the European Commission announ
ced findings of
state aid to Ryanair in its arrangements with Cag
liari and Klagenfurt respectively, ordering Ryanair to repay
approximately €13m
of alleged aid. Ryanai
r appealed the seven “aid” decisi
ons to the EU General Court. In late 2018, the
General Court upheld the Commissi
on’s findings regarding Ryan
air’s arrangements with Pau, Nimes, Angoul
eme and
Altenburg airports, and overturned the Comm
ission’s finding regarding Ryanair’s arrangement with Zweibrücken airport.
Ryanair appealed these four negative findings to the European Court of Justice. In D
ece
mber 2019, Ryanair discontinued
the appeals to the Europe
an Court of Justice of these
four negative findings as the Court had r
efused to grant an oral
hearing in any of the cases. The app
eal before the General Co
urt regarding Ryan
air’s arrangements with Ca
gliari airpo
rt
is pending. In 2021, the General Court upheld the European Commission’s finding reg
arding Ryanair’s arrangements
with Klagenfurt airport. Ryanair appealed this neg
ative finding to the European Cou
rt of Justice in late 2021 and a ruling
is
currently expected in 2022. In August 2019, the European Commission announced findings
of state aid to
Ryanair in
its arrangements with Mont
pellier airport, ordering Ryanair to rep
ay a total of approximately €9m of alleged ai
d. Ryanair
appealed the Montpel
lier “a
id” decision in Feb 2021 to the EU General Court.
Ryanair is facing similar legal challenges with respect to agreements with certain other airports, notably Paris
(Beauvais),
La
Rochelle
,
Carcass
onne,
Giron
a,
Reus,
T
ârgu
M
ureș,
B
eziers
and
Frankfur
t (Hahn). These investigations
are ongoing, and Ryanair currently expects that they will conclude in 2022, with any European Commission
decisions
appealable to the EU General Court.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
214
213
213
Ryanair is also facing an allegati
on that it has benefited from unlawful
state a
id in a German court case in
relation to its arrangements with Frankfurt (
Hahn).
Adverse rulings in the above or similar cases could be used as precedents by competitors to challenge Ryanair’s
agreements with other
publicly owned
airports and c
ould
cause R
yanair to strongly reconsider
its growth strategy in
relation to public or state
-
owned airpor
ts across Europe. This could in turn lead to
a scaling back of Ryanair’s growth
strategy due to the smaller number of privately owned airports ava
ilable for dev
elopment. No assurance can be given
as to the outcome of these p
roceedings, nor as to whether any unfavorable outcomes ma
y, individually or in the
aggregate, have a material adverse effect on the results of operations or financial condition of the Com
pany.
24.
Note to cash flow statement
The following table outlines the
changes in the carrying value of net debt:
At
March
31,
2022
2021
2020
€M
€M
€M
Net debt at beginning of
year
(2,276.5)
(403.2)
(449.5)
Changes from financin
g cashflows
Increase
in c
ash and
cash
equiv
alents in
year,
including net foreign exchange differences
18.3
84.3
890.8
Increase/
(decr
ease) i
n fin
ancial
assets:
cash > 3
months
468.6
(741.7)
(277.2)
(Decrease) in re
stricted cash
(11.4)
(0.3)
(0.5)
Net cash
flow from
decrea
se/(in
crease) in de
bt
583.3
(1,201.5)
(274.4)
Movement in net
funds resulting from
cash flows
1,058.8
(1,859.2)
338.7
Other changes
Translation on U.S.
dollar deno
minated debt
(4.2)
15.7
19.7
Adjustment on init
ial application
of IFRS 16 (net
of
ta
x)
(140.4)
Promissory notes
(225.9)
Lease additions
(25.2)
(166.1)
Interest
expense
(3.8)
(4.6)
(5.6)
Movement from
other changes
(233.9)
(14.1)
(292.4)
Net debt at en
d of
year
(1,451.6)
(2,276.5)
(403.2)
Analyzed as:
Cash and cash
equivalents, ca
sh > 3 months
and restricted c
ash
3,625.8
3,150.3
3,808.0
Total borrowings*
(5,077.4)
(5,426.8)
(4,211.2)
Net deb
t
(1,451.6)
(2,276.5)
(403.2)
*Total borrowings inc
lude current and no
n
-
current maturities of debt and
current and non
-
current lease liabiliti
es.
214
The following table outlines the
changes in the carrying value of
sh
are premium:
At
March
31,
2022
2021
2020
€M
€M
€M
Balance at
beginni
ng of year
1,161.6
738.5
719.4
Changes from financin
g cashflows
Net proceed
s
from sh
ares is
sued
46.8
423.1
19.1
Non
-
cash
movem
ent in
share p
remiu
m
119.8
Movement in net
funds resulting from
cash flows
166.6
423.1
19.1
Balance at
end of year
1,328.2
1,161.6
738.5
During fiscal year 2022 the
Group had cash outflows
of
€nil
relating to the repu
rchase of ordinary shar
es (net of
stamp duty) (2021:
€nil
, 20
20:
€581
m)
, which affected the retained earnings account. Please refer t
o the Co
nsolidated
Statement of Changes in Equity for furthe
r detail.
The following table outlines the
changes in liabilities arising from financing activities:
At
March
31,
2022
2021
2020
€M
€M
€M
Balance at
beginni
ng of year
(5,426.8)
(4,211.2)
(3,644.4)
Proceeds from borrowings
(1,192.0)
(2,228.6)
(750.0)
Repayments of borrowings
1,722.3
950.3
408.1
Lease
liabilities
paid
53.0
76.8
67.5
Adjustment on init
ial application
of IFRS 16 (net
of tax)
(140.4)
Lease additions
(25.2)
(166.1)
Interest
expense
(3.8)
(4.6)
(5.6)
Foreign exchange
(4.2)
15.7
19.7
Promissory notes
(225.9)
Balance at
end of year
(5,077.4)
(5,426.8)
(4,211.2)
Less than one y
ear
(1,281.4)
(1,778.4)
(457.3)
More than one y
ear
(3,796.0)
(3,648.4)
(3,753.9)
(5,077.4)
(5,426.8)
(4,211.2)
25.
Shareholder returns
There were
no
shareholder
returns during the year ended March 31, 2022
(2021: €nil)
.
In the year ended March 3
1, 2020 the Company bought back
47.2
m
ordinary shares at
a total cost of
approximately
€581
m.
This buyback was equivalent to approximatel
y
4.2%
of the Company's issued share capita
l at
March 31,
2020.
All
of thes
e repurchased ordin
ary shares were canceled at Mar
ch 31, 2020. As a result of the sh
are
buybacks, share capital decreased by
47.2
m
ordinary shares with a nominal value of
€0.3
m
and other undenominated
capital reserve increased by
a corresponding
€0.3
m.
The other undenominated cap
ital reserve is required to
be created
under Irish law to preserve permanent capital in the Pa
rent Company.
26.
Post-
balance sh
eet events
There were no significant p
ost balance sheet events.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
214
213
Ryanair is also facing an alleg
ation that it has benefited from unlawful
state a
id in a German court case in
relation to its arrangements with Frankfurt (
Hahn).
Adverse rulings in the above or similar cases could be used as precedents by competitors to challenge Ryanair’s
agreements with other
publicly owned
airports and c
ould
cause Ryanair to strong
ly reconsider its growth strategy in
relation to public or state
-
owned airpor
ts across Europe. This could in turn lead to
a scaling back of Ryanair’s growth
strategy due to the smaller number of privately owned airports ava
ilable for dev
elopment. No assurance can be given
as to the outcome of these p
roceedings, nor as to whether any unfavorable outcomes ma
y, individually or in the
aggregate, have a material adverse effect on the results of operations or financial condition of the Com
pany.
24.
Note to cash flow statement
The following table outlines the
changes in the carrying value of net debt:
At
March
31,
2022
2021
2020
€M
€M
€M
Net debt at beginning of
year
(2,276.5)
(403.2)
(449.5)
Changes from financin
g cashflows
Increase
in c
ash and
cash
equiv
alents in
year,
including net foreign exchange differences
18.3
84.3
890.8
Increase/
(decr
ease) i
n fin
ancial
assets:
cash > 3
months
468.6
(741.7)
(277.2)
(Decrease) in re
stricted cash
(11.4)
(0.3)
(0.5)
Net cash
flow from
decrea
se/(in
crease) in de
bt
583.3
(1,201.5)
(274.4)
Movement in net
funds resulting from
cash flows
1,058.8
(1,859.2)
338.7
Other changes
Translation on U.S.
dollar deno
minated debt
(4.2)
15.7
19.7
Adjustment on init
ial application
of IFRS 16 (net
of
ta
x)
(140.4)
Promissory notes
(225.9)
Lease additions
(25.2)
(166.1)
Interest
expense
(3.8)
(4.6)
(5.6)
Movement from
other changes
(233.9)
(14.1)
(292.4)
Net debt at en
d of
year
(1,451.6)
(2,276.5)
(403.2)
Analyzed as:
Cash and cash
equivalents, ca
sh > 3 months
and restricted c
ash
3,625.8
3,150.3
3,808.0
Total borrowings*
(5,077.4)
(5,426.8)
(4,211.2)
Net deb
t
(1,451.6)
(2,276.5)
(403.2)
*Total borrowings inc
lude current and no
n
-
current maturities of debt and
current and non
-
current lease liabiliti
es.
214
The following table outlines the
changes in the carrying value of
sh
are premium:
At
March
31,
2022
2021
2020
€M
€M
€M
Balance at
beginni
ng of year
1,161.6
738.5
719.4
Changes from financin
g cashflows
Net proc
eeds from sh
ares i
ssue
d
46.8
423.1
19.1
Non
-
cash
movem
ent in
share p
remiu
m
119.8
Movement in net
funds resulting from
cash flows
166.6
423.1
19.1
Balance at
end of year
1,328.2
1,161.6
738.5
During fiscal year 2022 the
Group had cash outflows
of
€nil
relating to the repu
rchase of ordinary shar
es (net of
stamp duty) (2021:
€nil
, 20
20:
€581
m)
, which affected the retained earnings account. Please refer to the Co
nsolidated
Statement of Changes in Equity for furthe
r detail.
The following table outlines the
changes in liabilities arising from financing activities:
At
March
31,
2022
2021
2020
€M
€M
€M
Balance at
beginni
ng of year
(5,426.8)
(4,211.2)
(3,644.4)
Proceeds from borrowings
(1,192.0)
(2,228.6)
(750.0)
Repayments of borrowings
1,722.3
950.3
408.1
Lease
liabilities
paid
53.0
76.8
67.5
Adjustment on init
ial application
of IFRS 16 (net
of tax)
(140.4)
Lease additions
(25.2)
(166.1)
Interest
expense
(3.8)
(4.6)
(5.6)
Foreign exchange
(4.2)
15.7
19.7
Promissory notes
(225.9)
Balance at
end of year
(5,077.4)
(5,426.8)
(4,211.2)
Less than one y
ear
(1,281.4)
(1,778.4)
(457.3)
More than one y
ear
(3,796.0)
(3,648.4)
(3,753.9)
(5,077.4)
(5,426.8)
(4,211.2)
25.
Shareholder returns
There were
no
shareholder
returns during the year ended March 31, 2022
(2021: €nil)
.
In the year ended March 3
1, 2020 the Company bought back
47.2
m
ordinary shares at
a total cost of
approximately
€581
m.
This buyback was equivalent to approxim
ately
4.2%
of the Company's issued share capita
l at
March 31,
2020.
All
of thes
e repurchased ordin
ary shares were canceled at Mar
ch 31, 2020. As a result of the sh
are
buybacks, share capital decreased by
47.2
m
ordinary shares with a nominal value of
€0.3
m
and
other unde
nominated
capital reserve increased by
a corresponding
€0.3
m.
The other undenominated cap
ital reserve is required to
be created
under Irish law to preserve permanent capital in the Pa
rent Company.
26.
Post-
balance sh
eet events
There were no significant p
ost balance sheet events.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
216
215
215
27.
Subsidiary undertakings and related party tran
sactions
The following are the principal subsidiary underta
kings
within the Ryanair Group.
Registered
Nature
of
Name
% Held in ordinar
y shares
Office
Busine
ss
Buzz (Ryanair Sun S
.A.)
100
21 Cybernetyki Street, 02
-
677
Warsaw, Poland
Airline
operator
Lauda Europe Limit
ed
100
191, Level 3, T
riq Marina, Pieta'
PTA 9041, Malt
a
Airline
operator
Malta Air Limited
100
191, Leve
l 3, Triq
Marina, Pieta’
PTA 9041, Malt
a
Airline
operator
Ryanair D
AC
100
Airside Business P
ark, Swords,
Co.
Dublin, Ireland
Airline
operator
Ryanair U.K. Limi
ted
100
Enterprise House, 2
nd
Floor,
London Stansted Airport,
England
Airline
operator
Pursuant to Sections 314
-
316 of the
Companies Act 2014, a full list of subsidiary undertakings will be annexed
to the Company’s Annual Return
to be filed with the Companies Registration Offic
e in
Ireland.
In accordance with the basis of consolidation policy, as des
cribed in
Note
1
of these c
onsolidated financial
statements, the subsidiary undertakings referred t
o above have been consolidated in the financial statements of Ryanair
Holdings plc for the years ended M
arch 31, 2022, 2021 and 2020.
The total amount of
remuneration pai
d to
senior
key
managem
ent
(defined
as
t
he Executive team reporting
to
the Board of Directors, together with all Non
-
Executive Directors) amounted to the following in the fiscal year ended
March 31,
2022
(20
21
:
€6.6
m;
20
20
:
€11.3
m).
Year ended
March
31,
2022
2021
2020
€M
€M
€M
Basic salar
y and
b
onus*
6.8
3.5
6.8
Pension contributions
0.2
0.2
0.2
Non
-
execut
ive di
rectors’
fees
0.6
0.5
0.6
7.6
4.2
7.6
Share-
based compensati
on expense (non
-
cas
h)
3.7
2.4
3.7
11.3
6.6
11.3
*No
bonus wa
s paid for
fiscal y
ear 2021. A
dditionally, the
Board an
d management
agreed to
significa
nt fee/basic sala
ry cuts f
or f
iscal
yea
r 202
1 as
part of the Company's respo
nse to the Covid
-
19 crisi
s.
28
.
Date of a
pproval
The consolidated financial statements
were approved by the Board of Directors
of the
Company on July
21
,
2022
.
216
Company Bal
ance shee
t
At March 31,
2022
2021
2020
Note
€M
€M
€M
Non
-
current assets
Investments in subsidiaries
30
175.9
167.3
138.7
Current assets
Loans and receiv
ables due from
subsidiaries
31
1,557.3
1,391.1
996.0
Cash and cash
equival
ents
10.5
10.8
10.0
Total assets
1,743.7
1,569.2
1,144.7
Current liabilities
Amounts due to sub
sidiaries
32
35.2
35.2
35.2
Shareholders’ equity
Issued share capital
6.8
6.7
6.5
Share premium account
1,328.2
1,161.6
738.5
Other undenominated ca
pital reserve
3.5
3.5
3.5
Retained earnings
339.5
331.0
328.7
Other reserves
30.5
31.2
32.3
Shareholders’ equity
1,708.5
1,534.0
1,109.5
Total liabilities and s
hareholders’ equity
1,743.7
1,569.2
1,144.7
The accompanying notes are an integral part of the fin
ancial information.
On behalf of the Board
Stan McCarthy
Michael O'Leary
Direct
or
Direct
or
July
21
, 2021
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
216
215
27.
Subsidiary undertakings and related party tran
sactions
The following are the principal subsidiary underta
kings
within the Ryanair Group.
Registered
Nature
of
Name
% Held in ordinar
y shares
Office
Busine
ss
Buzz (Ryanair Sun S
.A.)
100
21 Cybernetyki Street, 02
-
677
Warsaw, Poland
Airline
operator
Lauda Europe Limit
ed
100
191, Level 3, T
riq Marina, Pieta'
PTA 9041, Malt
a
Airline
operator
Malta Air Limited
100
191, Leve
l 3, Triq
Marina, Pieta’
PTA 9041, Malt
a
Airline
operator
Ryanair D
AC
100
Airside Business P
ark, Swords,
Co.
Dublin, Ireland
Airline
operator
Ryanair U.K. Limi
ted
100
Enterprise House, 2
nd
Floor,
London Stansted Airport,
England
Airline
operator
Pursuant to Sections 314
-
316 of the
Companies Act 2014, a full list of subsidiary undertakings will be annexed
to the Company’s Annual Return
to be filed with the Companies Registration Offic
e in
Ireland.
In accordance with the basis of consolidation policy, as des
cribed in
Note
1
of these c
onsolidated financial
statements, the subsidiary undertakings referred t
o above have been consolidated in the financial statements of Ryanair
Holdings plc for the years ended M
arch 31, 2022, 2021 and 2020.
The total amount of
remuneration pai
d to
senior
key
managem
ent
(defined
as
t
he Executive team reporting
to
the Board of Directors, together with all Non
-
Executive Directors) amounted to the following
in the fiscal y
ear ended
March 31,
2022
(20
21
:
€6.6
m;
20
20
:
€11.3
m).
Year ended
March
31,
2022
2021
2020
€M
€M
€M
Basic salar
y and
b
onus*
6.8
3.5
6.8
Pension contributions
0.2
0.2
0.2
Non
-
execut
ive di
rectors’
fees
0.6
0.5
0.6
7.6
4.2
7.6
Share-
based compensati
on expense (non
-
cas
h)
3.7
2.4
3.7
11.3
6.6
11.3
*No
bonus wa
s paid for
fiscal y
ear 2021. A
dditionally, the
Board an
d management
agreed to
significa
nt fee/basic sala
ry cuts f
or f
iscal
yea
r 202
1 as
part of the Company's respo
nse to the Covid
-
19 cr
isis.
28
.
Date of a
pproval
The consolidated financial statements
were approved by the Board of Directors
of the
Company on July
21
,
2022
.
216
Company Bal
ance shee
t
At March 31,
2022
2021
2020
Note
€M
€M
€M
Non
-
current assets
Investments in subsidiaries
30
175.9
167.3
138.7
Current assets
Loans and receiv
ables due from
subsidiaries
31
1,557.3
1,391.1
996.0
Cash and cash
equival
ents
10.5
10.8
10.0
Total assets
1,743.7
1,569.2
1,144.7
Current liabilities
Amounts due to sub
sidiaries
32
35.2
35.2
35.2
Shareholders’ equity
Issued share capital
6.8
6.7
6.5
Share premium account
1,328.2
1,161.6
738.5
Other undenominated ca
pital reserve
3.5
3.5
3.5
Retained earnings
339.5
331.0
328.7
Other reserves
30.5
31.2
32.3
Shareholders’ equity
1,708.5
1,534.0
1,109.5
Total liabilities and s
hareholders’ equity
1,743.7
1,569.2
1,144.7
The accompanying notes are an integral part of the fin
ancial information.
On behalf of the Board
Stan McCarthy
Michael O'Leary
Direct
or
Direct
or
July
21
, 2021
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
218
217
217
Company Statemen
t of Cash Flows
Year ended
March
31,
2022
2021
2020
€M
€M
€M
Operating activities
(Loss)/
profit
for th
e year
(0.8)
(0.1)
699.9
Net cash provided b
y operating activities
(0.8)
(0.1)
699.9
Investing activities
(Increase)/decrease in inve
stments in subsidiarie
s
(25.0)
0.2
(Incr
ease) in l
oans to su
bsidiari
es
(46.3)
(395.1)
(137.7)
Net cash (used in)
investing acti
vities
(46.3)
(420.1)
(137.5)
Financing activities
Shareholder returns
(net of tax)
(579.6)
Net proc
eeds from sh
ares i
ssue
d
46.8
421.0
19.1
Net cash provided b
y/(used in) financing ac
tivities
46.8
421.0
(560.5)
(Decrease)/increase in
cash and cash equiva
lents
(0.3)
0.8
1.9
Cash and cash equi
valents at beginning
of year
10.8
10.0
8.1
Cash and cash equi
valents at end of
year
10.5
10.8
10.0
The accompanying notes are an integral part of the fin
ancial information.
218
Company Statemen
t of Changes in Shareholders’ Equity
Other
Issu
ed
Share
Undenom-
Ordinary
Share
Premium
Retained
inated
Other
Shares
Capital
Account
Earnings
Capital
Reserves
Total
M
€M
€M
€M
€M
€M
€M
Balance at March 3
1, 2019
1,133.4
6.8
719.4
204.7
3.2
29.0
963.1
Comprehensive income
Profit for the y
ear
699.9
699.9
Total comprehensive inc
o
me
699.9
699.9
Transactions with owners of the Company, recognized
directly in equity
Issue of ordinary equi
ty shares
3.0
19.1
19.1
Share-
based payments
7.0
7.0
Repurchase of ordinar
y equity shares /
s
tamp dut
y
(579.6)
(579.6)
Transfer of exercised and expired share based awards
3.7
(3.7)
Cancellation of repurchased ordinary
Shares
(47.2)
(0.3)
0.3
Balance at March 3
1, 2020
1,089.2
6.5
738.5
328.7
3.5
32.3
1,109.5
Comprehensive income
Loss f
or the
year
(0.1)
(0.1)
Total comprehensive inc
o
me
(0.1)
(0.1)
Transactions with owners of the Company, recognized
directly in equity
Issue of ordinary equi
ty shares
38.9
0.2
423.1
(2.3)
421
Share-
based payments
3.6
3.6
Transfer of exercised and expired share based awards
4.7
(4.7)
Balance at March 3
1, 2021
1,128.1
6.7
1,161.6
331.0
3.5
31.2
1,534.0
Comprehensive income
Loss f
or the
year
(0.8)
(0.8)
Total comprehensive inc
o
me
(0.8)
(0.8)
Transactions with owners of the Company, recognized
directly in equity
Issue of ordinary equi
ty shares
0.1
112.2
112.3
Share-
based payments
8.6
8.6
Additional share premium
on the all
otment of shares
54.4
54.4
Transfer of exercised and expired share based awards
9.3
(9.3)
Balance at March 3
1, 2022
1,128.1
6.8
1,328.2
339.5
3.5
30.5
1,708.5
The accompanying notes are an integral part of the fin
ancial information.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
218
217
Company Statemen
t of Cash Flows
Year ended
March
31,
2022
2021
2020
€M
€M
€M
Operating activities
(Loss)/
profit
for th
e year
(0.8)
(0.1)
699.9
Net cash provided b
y operating activities
(0.8)
(0.1)
699.9
Investing activities
(Increase)/decrease in inve
stments in subsidiarie
s
(25.0)
0.2
(Incr
ease) in l
oans to su
bsidiari
es
(46.3)
(395.1)
(137.7)
Net cash (used in)
investing acti
vities
(46.3)
(420.1)
(137.5)
Financing activities
Shareholder returns
(net of tax)
(579.6)
Net proc
eeds from sh
ares i
ssue
d
46.8
421.0
19.1
Net cash provided b
y/(used in) financing ac
tivities
46.8
421.0
(560.5)
(Decrease)/increase in
cash and cash equiva
lents
(0.3)
0.8
1.9
Cash and cash equi
valents at beginning
of year
10.8
10.0
8.1
Cash and cash equi
valents at end of
year
10.5
10.8
10.0
The accompanying notes are an integral part of the fin
ancial information.
218
Company Statemen
t of Changes in Shareholders’ Equity
Other
Issu
ed
Share
Undenom-
Ordinary
Share
Premium
Retained
inated
Other
Shares
Capital
Account
Earnings
Capital
Reserves
Total
M
€M
€M
€M
€M
€M
€M
Balance at March 3
1, 2019
1,133.4
6.8
719.4
204.7
3.2
29.0
963.1
Comprehensive income
Profit for the y
ear
699.9
699.9
Total comprehensive inc
o
me
699.9
699.9
Transactions with owners of the Company, recognized
directly in equity
Issue of ordinary equi
ty shares
3.0
19.1
19.1
Share-
based payments
7.0
7.0
Repurchase of ordinar
y equity shares /
s
tamp dut
y
(579.6)
(579.6)
Transfer of exercised and expired share based awards
3.7
(3.7)
Cancellation of repurchased ordinary
Shares
(47.2)
(0.3)
0.3
Balance at March 3
1, 2020
1,089.2
6.5
738.5
328.7
3.5
32.3
1,109.5
Comprehensive income
Loss f
or the
year
(0.1)
(0.1)
Total comprehensive inc
o
me
(0.1)
(0.1)
Transactions with owners of the Company, recognized
directly in equity
Issue of ordinary equi
ty shares
38.9
0.2
423.1
(2.3)
421
Share-
based payments
3.6
3.6
Transfer of exercised and expired share based awards
4.7
(4.7)
Balance at March 3
1, 2021
1,128.1
6.7
1,161.6
331.0
3.5
31.2
1,534.0
Comprehensive income
Loss f
or the
year
(0.8)
(0.8)
Total comprehensive inc
o
me
(0.8)
(0.8)
Transactions with owners of the Company, recognized
directly in equity
Issue of ordinary equi
ty shares
0.1
112.2
112.3
Share-
based payments
8.6
8.6
Additional share premium
on the all
otment of shares
54.4
54.4
Transfer of exercised and expired share based awards
9.3
(9.3)
Balance at March 3
1, 2022
1,128.1
6.8
1,328.2
339.5
3.5
30.5
1,708.5
The accompanying notes are an integral part of the fin
ancial information.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
220
219
219
Notes forming part of the Compa
ny Financial
Statements
29.
Basis of prepara
tio
n and significant a
ccou
nting policies
The Company’s financial
statements have been prepared in accordance wit
h International Accounting
Standards and International Reporting Standards (collectively “IFRS”) as ado
pted by the
European Union (EU), which are
effective for the year ended
as at March 31, 2022. I
n addition to complying with its legal obl
igation to comply with IFRS
as adopted by the EU, the
Company
fin
ancial statements comply with
IFRS as issued by the In
ternational Accounting
Standards Board (“IASB”
).
The
Company
financial
statements have also been prep
ared in accordance with the
Companies Act, 2014. The Company financial statements
are presented in euro millions, being its functional currency.
They are prepared on an historical cost basis except for certain share based payment transac
tions, which are based on
fair values determined at grant date.
The preparation of financial statements in conformity with IFRS requires mana
gement to make judgements,
esti
mates and assumptions that affect the applicat
ion of policies and reported amounts of assets, liabilities, income
and expenses. These estimates and associated ass
umptions are based on historical experience and various other
factors believed to be rea
sonable under the
circumstances, the results of
which form the basis of m
aking the
judgements about carrying
values of assets and liabilities that are not readily appar
ent from other sources. Actual results
may differ materially from
these estimates. These und
erlying assumpti
ons are reviewed on an ong
oing basis. Revisions
to accounting estimates ar
e recognized in the period in which the estimate is revised if the revisi
on affects only that
period, or in the period of the
revision and future periods if these are
also affe
cted. Principal sources of estimation
uncertainty have been set ou
t in the critical accounting policy section in
Note
1 to
the consolidated fin
ancial statements.
Such uncertainties may imp
act the carrying value of investments in subsidiaries a
t fu
ture dates.
Statement of complianc
e
The Company financ
ial statements have been prep
ared in accordance with IFR
S as adopted by the EU. I
n
addition to complying with its legal obligation to comply with IFRS as adopted by the EU, the Company financial
sta
tements comply with IF
RS as issued by the IASB. The Company financial statements h
ave also been prepared in
accordance with the Com
panies Act, 2014. On publishing parent entity financ
ial statements together with Group
financial statements the Co
mpany is ta
king advantage of the exemption contained
in Section 304 of the Companies Act,
2014 not to present its individual income st
atement, statement of compreh
ensive income and related notes that form a
part of these approved financial statements.
The Directors
have reviewe
d all new or revised IFRS standards and IFRIC interpretati
ons, effective for future
financial years, as set f
orth in
Note
1 to
the consolidated financial statements
, and have concluded their ado
ption will
not have a significant impa
ct on the pa
rent entity financial statements.
Share-
based paym
ents
The Company accounts for the fair value of share options granted to employees of a subsidiary as an increase
in its investment in that su
bsidiary. The fair value of s
uch options is determined in
a cons
istent manner to that set out
in the Group share
-
based payments accounting p
olicy and as set out in
Note
1 and 15 (c) to
the consolidated financial
statements.
Income taxes
Income taxes are accounte
d for by the Company in a manner consistent to that
set out in the Group income tax
accounting policy.
220
Investments in subsidi
aries
The Company holds invest
ments in subsidiary companies, which are carried at
cost less any impairments.
Guarantees
The Company occasionally g
uarantees certain li
abilities of sub
sidiary co
mpanies. T
hese are c
onsidered to be
insurance arrangements an
d are acco
unted for as such i.e. a contingent liability until such time as it becomes probable
that the Company will be re
quired to make a payment und
er the guarantee. Additional details are prov
ided in
Note
3
4 to
these Company financial st
atements.
Loans and borrowings
All loans and borrowings are initi
ally recorded at the fair value of consideration
received, net of attrib
utabl
e
transaction costs. Subsequent to initial recognition, no
n
-
current interest bearing lo
ans are measured at amortized cost,
using the effective interest yield meth
odology.
30.
Investments in s
ub
sidiaries
At
March 31,
2022
2021
2020
€M
€M
€M
Balance at start of year
167.3
138.7
131.5
Increase/(decrease) in inve
stments
25.0
0.2
New investments i
n subsidiaries
by way of shar
e option grant
to subsidiary
employees
8.6
3.6
7.0
Balance at end of
year
175.9
167.3
138.7
31.
Loans and receivables
due from subsidiaries
At
March 31,
2022
2021
2020
€M
€M
€M
Due from Ryan
air DAC (subsidia
ry)
1,
4
37.4
1,3
91.1
996.0
Called up share
capital not paid
119.9
1,557.3
1,391.1
996.0
A
ll amounts due from subsidiaries are interest free and repayable upon demand. The expected credit loss
associated with the above balances is conside
red to be insignificant.
32.
Amounts due to subsidiaries
At
March
31,
2022
2021
2020
€M
€M
€M
Due to Ryanair
DAC (subsidiary)
35.2
35.2
35.2
35.2
35.2
35.2
At March 31, 2022, Ryanair Holdings plc had borrowings of €35.2m (2021: €35.2m; 2020: €35.2m) from Ry
anair
DAC. The loan is interest free and repayable on dem
and.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
220
219
Notes forming part of the Compa
ny Financial
Statements
29.
Basis of prepa
ratio
n and significant a
ccounting policies
The Company’s financial
statements have been prepared in accordance wit
h International Accounting
Standards and International Reporting Standards (collectively “IFRS”) as ado
pted by the
European Union (EU), which are
effective for the year ended
as at March 31, 2022. I
n addition to complying with its legal obl
igation to comply with IFRS
as adopted by the EU, the
Company
fin
ancial statements comply with
IFRS as issued by the In
ternational Accounting
Standards Board (“IASB”
).
The
Company
financial
statements have also been prep
ared in accordance with the
Companies Act, 2014. The Company financial statements
are presented in euro millions, being its functional currency.
They are prepared on an historical cost basis except for certain share based payment transac
tions, which are based on
fair values determined at grant date.
The preparation of financial statements in conformity with IFRS requires mana
gement to make judgements,
esti
mates and assumptions that affect the applicat
ion of policies and reported amounts of assets, liabilities, income
and expenses. These estimates and associated ass
umptions are based on historical experience and various other
factors believed to be rea
sonable under the
circumstances, the results of
which form the basis of m
aking the
judgements about carrying
values of assets and liabilities that are not readily appar
ent from other sources. Actual results
may differ materially from
these estimates. These und
erlying assumpti
ons are reviewed on an ong
oing basis. Revisions
to accounting estimates ar
e recognized in the period in which the estimate is revised if the revisi
on affects only that
period, or in the period of the
revision and future periods if these are
also affe
cted. Principal sources of estimation
uncertainty have been set ou
t in the critical accounting policy section in
Note
1 to
the consolidated fin
ancial statements.
Such uncertainties may imp
act the carrying value of investments in subsidiaries a
t fu
ture dates.
Statement of complianc
e
The Company financ
ial statements have been prep
ared in accordance with IFR
S as adopted by the EU. I
n
addition to complying with its legal obligation to comply with IFRS as adopted by the EU, the Company financial
sta
tements comply with IF
RS as issued by the IASB. The Company financial statements h
ave also been prepared in
accordance with the Com
panies Act, 2014. On publishing parent entity financ
ial statements together with Group
financial statements the Co
mpany is ta
king advantage of the exemption contained
in Section 304 of the Companies Act,
2014 not to present its individual income st
atement, statement of compreh
ensive income and related notes that form a
part of these approved financial statements.
The Directors
have reviewe
d all new or revised IFRS standards and IFRIC interpretati
ons, effective for future
financial years, as set f
orth in
Note
1 to the c
onsolidated financial statements, an
d have concluded their adop
tion will
not have a significant impa
ct on the pa
rent entity financial statements.
Share-
based paym
ents
The Company accounts for the fair value of share options granted to employees of a subsidiary as an increase
in its investment in that su
bsidiary. The fair value of s
uch options is determined in
a cons
istent manner to th
at set out
in the Group share
-
based payments accounting p
olicy and as set out in
Note
1 and 15 (c) to
the consolidated financial
statements.
Income taxes
Income taxes are accounte
d for by the Company in a manner consistent to that
set out in the Group income tax
accounting policy.
220
Investments in subsidi
aries
The Company holds invest
ments in subsidiary companies, which are carried at
cost less any impairments.
Guarantees
The Company occasionally g
uarantees certain li
abilities of sub
sidiary co
mpanies. T
hese are c
onsidered to be
insurance arrangements an
d are acco
unted for as such i.e. a contingent liability until such time as it becomes probable
that the Company will be re
quired to make a payment und
er the guarantee. Additional details are prov
ided in
Note
34 t
o
these Company financial st
atements.
Loans and borrowings
All loans and borrowings are initi
ally recorded at the fair value of consideration
received, net of attrib
utabl
e
transaction costs. Subsequent to initial recognition, no
n
-
current interest bearing lo
ans are measured at amortized cost,
using the effective interest yield meth
odology.
30.
Investments in s
ub
sidiaries
At
March 31,
2022
2021
2020
€M
€M
€M
Balance at start of year
167.3
138.7
131.5
Increase/(decrease) in inve
stments
25.0
0.2
New investments i
n subsidiaries
by way of shar
e option grant
to subsidiary
employees
8.6
3.6
7.0
Balance at end of
year
175.9
167.3
138.7
31.
Loans and receivables
due from subsidiaries
At
March 31,
2022
2021
2020
€M
€M
€M
Due from Ryan
air DAC (subsidia
ry)
1,
4
37.4
1,3
91.1
996.0
Called up share
capital not paid
119.9
1,557.3
1,391.1
996.0
A
ll amounts due from subsidiaries are interest free and repayable upon demand. The expected credit loss
associated with the above balances is conside
red to be insignificant.
32.
Amounts due to subsidiaries
At
March
31,
2022
2021
2020
€M
€M
€M
Due to Ryanair
DAC (subsidiary)
35.2
35.2
35.2
35.2
35.2
35.2
At March 31, 2022, Ryanair Holdings plc had borrowings of €35.2m (2021: €35.2m; 2020: €35.2m) from Ry
anair
DAC. The loan is interest free and repayable on dem
and.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
222
221
221
33.
Financial instruments
The Company does not un
dertake hedging activities
on behalf of itself or other companies w
ithin the Group.
Financial instruments in the Company p
rimarily take the form of loans to subsidiar
y undertakings.
Amounts due to or from subsidiary undertakings (primarily Ryanair DAC) in the form of inter
-
company loans are
interest free and are rep
ayable upon demand and furth
er details of these have be
en given in
Note
s 31 and 3
2 of these
Company financial statem
ents.
These inter
-
company balances are eliminated in th
e group consolidation.
The euro is the functional and
presentation currency of the Compan
y and all transactions entered into by th
e
Company are euro denomin
ated. As such, the Company does not have any sign
ificant foreign currenc
y risk.
The credit risk associated
with the Company’s financial assets prin
cipally relates to the credit risk of the
Ryanair
Group as a whole. Ryanair has received a BBB (stabl
e) credit rating from both Standard & Poor’s and Fit
ch
Ratings.
Additionally, the Company had guaranteed
certain subsidiary compan
y li
abilities. Details of these
arrangements are
given in
Note 31 of these C
ompany financial statemen
ts.
34.
Contingencies
a)
The Compan
y has provided €5,085m (
2021: €5,432m;
2020: €4
,236m) in letters of guarantee to secure
obligations of subsidiary undertakings in resp
ect of loans, bank advances and long
dated foreign currency transactions.
b)
In order to avail itself of the exemption contained in Section 357 of the Companies A
ct, 2014, the holding
company, Ryanair H
oldings plc, has guaranteed the li
abilities of its subsidiary un
dertakings registered in Irel
and. As a
result, the subsidiary undertakings have been
exempted from the requirement to annex their statuto
ry financial
st
atements to their annual returns.
Details of the Group’s principal subsidiaries have been included
at
Not
e
27.
35.
Shareholders’ returns
Please refer to
Note
25 of the Consolidated Financial Statements.
36.
Post-balan
ce sheet events
Please refer to
Note
26 of the Consolidated Financial Statements.
37.
Date of approva
l
The Company financial stat
ements were approved by the Board of
Directors of the Company on July 21, 202
2.
222
Directors and Other Inform
ation
Directors
S. McCarthy
Chairman
L. Phelan
Senior Independent Directo
r
R. Brennan
M. Cawley
E. Daly
G. Doherty
H. Millar
D. Milliken
M. O’Brien
M.
O’Leary
Group CEO
J. O’Neill
Secretary
J. Komorek
Registered Office
Ryanair Dublin Office
Airside Business Park
Swords
Co. Dublin
K67 NY94
Ireland
Auditors
KPMG Chartered Account
ants
One Stokes Place
St.
Stephens Green
Dublin 2
Ireland
DO2 DE03
Principal Bankers
Citibank Europe Plc
One North Wall Quay
Dublin 1
Ireland
D01 T8Y1
Solicitors & Attorneys a
t Law
Arthur Cox
Ten Earlsfort Terrace
Dublin 2
DO2 T380
Ireland
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006, United States
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
222
221
33.
Financial instruments
The Company does not un
dertake hedging activities
on behalf of itself or other companies w
ithin the Group.
Financial instruments in the Company p
rimarily take the form of loans to subsidiar
y undertakings.
Amounts due to or from subsidiary undertakings (primarily Ryanair DAC) in the form of inter
-
company loans are
interest free and are rep
ayable upon demand and furth
er details of these have be
en given in
Note
s 31 and 3
2 of these
Company financial statem
ents.
These inter
-
company balances are eliminated in th
e group consolidation.
The euro is the functional and
presentation currency of the Compan
y and all transactions entered into by th
e
Company are euro denomin
ated. As such, the Company does not have any sign
ificant foreign currenc
y risk.
The credit risk associated
with the Company’s financial assets prin
cipally relates to the credit risk of the
Ryanair
Group as a whole. Ryanair has received a BBB (stabl
e) credit rating from both Standard & Poor’s and Fit
ch
Ratings.
Additionally, the Company had guaranteed
certain subsidiary compan
y li
abilities. Details of these
arrangements are
given in
Note 31 of these C
ompany financial statemen
ts.
34.
Contingen
cies
a)
The Compan
y has provided €5,085m (
2021: €5,432m;
2020: €4
,236m) in letters of guarantee to secure
obligations of subsidiary undertakings in resp
ect of loans, bank advances and long
dated foreign currency transactions.
b)
In order to avail itself of the exemption contained in Section 357 of the Companies A
ct, 2014, the holding
company, Ryanair H
oldings plc, has guaranteed the li
abilities of its subsidiary un
dertakings registered in Irel
and. As a
result, the subsidiary undertakings have been
exempted from the requirement to annex their statuto
ry financial
st
atements to their annual returns.
Details of the Group’s principal subsidiaries have been included
at
Not
e
27.
35.
Shareholders’ returns
Please refer to
Note
25 of the Consolidated Financial Statements.
36.
Post-balan
ce sheet events
Please refer to
Note
26 of the Consolidated Financial Statements.
37.
Date of approva
l
The Company financial stat
ements were approved by the Board of
Directors of the Company on July 21, 202
2.
222
Directors and Other Inform
ation
Directors
S. McCarthy
Chairman
L. Phelan
Senior Independent Directo
r
R. Brennan
M. Cawley
E. Daly
G. Doherty
H. Millar
D. Milliken
M. O’Brien
M.
O’Leary
Group CEO
J. O’Neill
Secretary
J. Komorek
Registered Office
Ryanair Dublin Office
Airside Business Park
Swords
Co. Dublin
K67 NY94
Ireland
Auditors
KPMG Chartered Account
ants
One Stokes Place
St.
Stephens Green
Dublin 2
Ireland
DO2 DE03
Principal Bankers
Citibank Europe Plc
One North Wall Quay
Dublin 1
Ireland
D01 T8Y1
Solicitors & Attorneys a
t Law
Arthur Cox
Ten Earlsfort Terrace
Dublin 2
DO2 T380
Ireland
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006, United States
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
224
223
223
APPENDIX A
GLOSSARY
Ancillary Revenu
e per book
ed passenger
Represents the average revenu
e earned per booked passenger flown from
ancillary services.
Available seat miles (ASM)
Represents total seats available during
the period multiplied by the average sector length.
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Seats available
117.3m
38.7m
155.7m
149.3m
137.0m
Average sector length (mile
s)
See page
65
772
776
761
774
775
Available sea
t miles (ASM)
91bn
30bn
118bn
116bn
106bn
Average Booked Passenger
Fare
Represents the average far
e paid by a fare
-
paying passenger who has booked
a ticket.
Average Daily
Flig
ht Hour Utilization
Represents the average number of flight hours flown in service per day per aircraf
t for the total fleet o
f operated
aircraft.
Average Fuel Cost
per U.S
.
Gallon
Represents the average cost per U.
S. gallon of jet fuel for the fleet (including fueli
ng charges) after giving effect to fuel
hedging arrangements.
Average sector length (mil
es)
Represents the average number of miles flown by a fare
-
paying passenger.
Bagga
ge commis
sions
Represents the commissi
ons payable to airports on th
e revenue collected at the airports for excess baggage and
airport baggage fees.
Booked passenger load factor
Represents the total number of seats sold as a percen
tage of total seat capacity on all sectors flown.
224
Break-
even loa
d factor
Represents the
averag
e percent of seats that must be filled on an average flight at current average far
es for the
revenue to break even with the operating costs.
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Cost per Available Seat miles (ASM)
€0.0565
€0.0824
€0.0624
€0.0578
€0.0517
Yield per Revenue Passenger Mile (RPM)
€0.0640
€0.0744
€0.0752
€0.0700
€0.0709
Break Even Load Fa
ctor
88%
108%
83%
83%
73%
Cost per Available seat mile (ASM)
Represents total operating costs divided by Ava
ilable Seat Miles (ASM).
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Total operating expenses
- See page
156
€5.14bn
€2.48bn
€7.37bn
€6.68bn
€5.48bn
Available Seat Miles (ASM)
91bn
30bn
118bn
116bn
106bn
Cost per Available Seat M
ile
€0.0565
€0.0824
€0.0624
€0.0578
€0.0517
Cost per booked passen
ger
Represents operating expe
nses divided by booked passengers flown.
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Total operating expenses
- See page
156
€5.14bn
€2.48bn
€7.37bn
€6.68bn
€5.48bn
Revenue Passengers Book
ed
See p
age
65
97m
28m
149m
142m
130m
Yield per revenue pa
ssenger mile
€52.97
€89.95
€49.58
€47.01
€42.08
Gross Cash
Represents cash and cash equivalents,
cash >3 months and restricted cash.
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Cash and Cash Equivalents (€'
M)
2,669.0
2,650.7
2,566.4
1,675.6
1,515.0
Cash > 3 months (€'M)
934.1
465.5
1,207.2
1,484.4
2,130.5
Restricted cash (€'M)
22.7
34.1
34.4
34.9
34.6
Gross Cash (€'M)
3,625.8
3,150.3
3,808.0
3,194.9
3,680.1
Net Debt
Refer to
Note
2
4 on page
213
.
Net Margin
Represents profit after taxa
tion as a
percentage of to
tal revenues.
Number of Airports Ser
ved
Represents the number of airports to/fr
om which the carrier offered scheduled servi
ce at the end of the period.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
224
223
APPENDIX A
GLOSSARY
Ancillary Revenu
e per book
ed passenger
Represents the average revenu
e earned per booked passenger flown from
ancillary services.
Available seat miles (ASM)
Represents total seats available during
the period multiplied by the average sector length.
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Seats available
117.3m
38.7m
155.7m
149.3m
137.0m
Average sector length (mile
s)
See page
65
772
776
761
774
775
Available sea
t miles (ASM)
91bn
30bn
118bn
116bn
106bn
Average Booked Passenger
Fare
Represents the average far
e paid by a fare
-
paying passenger who has booked
a ticket.
Average Daily
Flig
ht Hour Utilization
Represents the average number of flight hours flown in service per day per aircraf
t for the total fleet o
f operated
aircraft.
Average Fuel Cost
per U.S
.
Gallon
Represents the average cost per U.
S. gallon of jet fuel for the fleet (including fueli
ng charges) after giving effect to fuel
hedging arrangements.
Average sector length (mil
es)
Represents the average number of miles flown by a fare
-
paying passenger.
Bagga
ge commis
sions
Represents the commissi
ons payable to airports on th
e revenue collected at the airports for excess baggage and
airport baggage fees.
Booked passenger load factor
Represents the total number of seats sold as a percent
age of total seat capacity on all sectors flown.
224
Break-
even loa
d factor
Represents the
averag
e percent of seats that must be filled on an average flight at current average far
es for the
revenue to break even with the operating costs.
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Cost per Available Seat miles (ASM)
€0.0565
€0.0824
€0.0624
€0.0578
€0.0517
Yield per Revenue Passenger Mile (RPM)
€0.0640
€0.0744
€0.0752
€0.0700
€0.0709
Break Even Load Fa
ctor
88%
108%
83%
83%
73%
Cost per Available seat mile (ASM)
Represents total operating costs divided by Ava
ilable Seat Miles (ASM).
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Total operating expenses
- See page
156
€5.14bn
€2.48bn
€7.37bn
€6.68bn
€5.48bn
Available Seat Miles (ASM)
91bn
30bn
118bn
116bn
106bn
Cost per Available Seat M
ile
€0.0565
€0.0824
€0.0624
€0.0578
€0.0517
Cost per booked passen
ger
Represents operating expe
nses divided by booked passengers flown.
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Total operating expenses
- See page
156
€5.14bn
€2.48bn
€7.37bn
€6.68bn
€5.48bn
Revenue Passengers Book
ed
See p
age
65
97m
28m
149m
142m
130m
Yield per revenue pa
ssenger mile
€52.97
€89.95
€49.58
€47.01
€42.08
Gross Cash
Represents cash and cash equivalents,
cash >3 months and restricted cash.
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Cash and Cash Equivalents (€'
M)
2,669.0
2,650.7
2,566.4
1,675.6
1,515.0
Cash > 3 months (€'M)
934.1
465.5
1,207.2
1,484.4
2,130.5
Restricted cash (€'M)
22.7
34.1
34.4
34.9
34.6
Gross Cash (€'M)
3,625.8
3,150.3
3,808.0
3,194.9
3,680.1
Net Debt
Refer to
Note
2
4 on page
213
.
Net Margin
Represents profit after taxa
tion as a
percentage of to
tal revenues.
Number of Airports Ser
ved
Represents the number of airports to/fr
om which the carrier offered scheduled servi
ce at the end of the period.
RY
ANAIR GROUP ANNUAL REPOR
T 2
02
2
226
225
225
Operating Margin
Represents operating profit
as a percentage of total revenues.
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Operating (loss)/ profit
See page
156
(€'M)
(339.6)
(839.4)
1,127.4
1,016.8
1,667.3
Total operating revenues
- See page
156
(€'M)
4,800.9
1,635.8
8,494.8
7,697.4
7,151.0
Operating Margin
(7%)
(51%)
13%
13%
23%
Revenue Passen
ger Miles (RPM)
Represents the number of booked passengers multipl
ied by the average sector length.
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Revenue Passengers Book
ed
See p
age
65
97m
28m
149m
142m
130m
Average sector length (mile
s)
See page
65
772
776
761
774
775
Revenue passenger miles
(RPM)
75bn
22bn
113bn
110bn
101bn
Revenue Passengers Bo
oked
Represents the number of
passengers booked.
Seats availab
le
Represents sectors flown during
the period multiplied by the individual capacity of the aircraft.
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Sectors flown
See p
age
65
620,524
204,828
823,897
789,771
725,044
Average individual aircraft
capacity
189
189
189
189
189
Seats availab
le
117.3m
38.7m
155.7m
149.3m
137.0m
Sectors Flown
Represents the number of passen
ger flight sectors flown.
Total Borrowin
gs
Refer to
Note
2
4 on page
213
.
Total revenue per booked passen
ger
Represents the average revenu
e earned per booked passenger from fares and anc
illary services.
Total Shareh
older Return
Represents capital appreci
ation (
measured as the
difference between the closing
share price at the en
d of each
period) and dividends received b
y the shareholder.
Yield per Revenue
Passenger Miles (RPM)
Represents total revenue divided by Revenue P
assenger Miles (RPM)
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Total operating revenues
See page
156
€4.80bn
€1.64bn
€8.49bn
€7.70bn
€7.15bn
Revenue passenger miles (RPM)
75bn
22bn
113bn
110bn
101bn
Yield per revenue pa
ssenger mile
€0.0640
€0.0744
€0.0752
€0.0700
€0.0709
225
Operating Margin
Represents operating profit
as a percentage of total revenues.
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Operating (loss)/ profit
See page
156
(€'M)
(339.6)
(839.4)
1,127.4
1,016.8
1,667.3
Total operating revenues
- See page
156
(€'M)
4,800.9
1,635.8
8,494.8
7,697.4
7,151.0
Operating Margin
(7%)
(51%)
13%
13%
23%
Revenue Passen
ger Miles (RPM)
Represents the number of booked passengers multipl
ied by the average sector length.
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Revenue Passengers Book
ed
See p
age
65
97m
28m
149m
142m
130m
Average sector length (mile
s)
See page
65
772
776
761
774
775
Revenue passenger miles
(RPM)
75bn
22bn
113bn
110bn
101bn
Revenue Passengers Bo
oked
Represents the number of
passengers booked.
Seats availab
le
Represents sectors flown during
the period multiplied by the individual capacity of the aircraft.
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Sectors flown
See p
age
65
620,524
204,828
823,897
789,771
725,044
Average individual aircraft
capacity
189
189
189
189
189
Seats availab
le
117.3m
38.7m
155.7m
149.3m
137.0m
Sectors Flown
Represents the number of passen
ger flight sectors flown.
Total Borrowin
gs
Refer to
Note
2
4 on page
213
.
Total revenue per booked passen
ger
Represents the average revenu
e earned per booked passenger from fares and anc
illary services.
Total Shareh
older Return
Represents capital appreci
ation (
measured as the
difference between the closing
share price at the en
d of each
period) and dividends received b
y the shareholder.
Yield per Revenue
Passenger Miles (RPM)
Represents total revenue divided by Revenue P
assenger Miles (RPM)
Fiscal year ended
March
31
2022
2021
2020
2019
2018
Total operating revenues
See page
156
€4.80bn
€1.64bn
€8.49bn
€7.70bn
€7.15bn
Revenue passenger miles (RPM)
75bn
22bn
113bn
110bn
101bn
Yield per revenue pa
ssenger mile
€0.0640
€0.0744
€0.0752
€0.0700
€0.0709
NOTES
228
NOTES
228


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
guest services. Our second meeting was held in Madrid in spring 2022, with future meetings planned in other major European
cities.
During meetings, panel members partake in hands on workshops and help identify things that matter most to our customers.
The input from the Customer Panel will help shape Ryanair’
s ongoing customer improvements progr
am, re-enforcing Ryanair’
s

Self-serve online without contacting
Customer Service.
Improved Chat, F
AQs, and self-help videos.
T
rack updates with Cust
omer Service.
DIGIT
AL SELF
-
SERVICE HUB
CUST
OMER IMPROVEMENT
S - LAUNCHED OCTOBER 2021
Refunds paid to original form of
payment in 5 working days.
Access to refunds in 24 hours.
Updated myRyanair account allowing
stor
age of all travel docs in one place.
MYRY
ANAIR W
ALLET
Live updates from Ryanair’
s ops centre
during major disruptions.
Live updates departure times, re-routing info,

Easy access to boarding passes.
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VEL
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OMER P
ANEL
WHA
T MAKES RY
ANAIR EUROPE’S MOST EFFICIENT AIRLINE GROUP?
Ryanair is the most ecient major EU
airline group. With the youngest fleet
and the highest load factors, our CO
2
per
passenger/km is only 76g (66g pr
e-covid).
Y
OUNGES
T FLEET
A
VERAGE 8
YEARS
FL
YING DIRECT
ROUTES
66
G
CO
2
P
AX/KM
LOWEST
EMISSIONS
HIGH LOAD F
ACTORS
ESG RA
TED
AIRLINE IN
EUROPE
Thomas Fowler
,
Director of Sustainability & Finance
WE WILL CONTINUE TO LEAD SUST
AINABLE A
VIA
TION,
FOCUSING ON THE AREAS THA
T MATTER MOST
TO OUR BUSINESS AND THE REGIONS WE SERVE.