Ryanair 2013 Annual Report Download

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1
CONTENTS
2
Financial Highlights
4
Chairman‟s Report
5
Chief Executive‟s Report
8
Summary Operating and Financial Overview
10
Directors‟ Report
14
Corporate Governance Report
27
Report of the Remuneration Committee on Directors‟ Remuneration
28
Statement of Directors‟ Responsibilities
30
Independent Auditor‟s Report
32
Presentation of Financial and Certain Other Information
34
Detailed Index*
36
Key Information
42
Principle Risks and Uncertainties
58
Information on the Company
82
Operating and Financial Review
87
Critical Accounting Policies
102
Directors, Senior Management and Employees
111
Major Shareholders and Related Party Transactions
112
Financial Information
123
Additional Information
134
Quantitative and Qualitative Disclosures About Market Risk
139
Controls and Procedures
144
Consolidated Financial Statements
200
Company Financial Statements
206
Directors and Other Information
207
Appendix
*See Index on page 34 and 35 for detailed table of contents.
Information on the Company is available online via the Internet at our website, www.ryanair.com.
Information on our website does not constitute part of this Annual Report. This Annual Report and our
20-F are available on our website.

Table of contents

  • Page 1
    ...Directors, Senior Management and Employees 111 Major Shareholders and Related Party Transactions 112 Financial Information 123 Additional Information 134 Quantitative and Qualitative Disclosures About Market Risk 139 Controls and Procedures 144 Consolidated Financial Statements 200 Company Financial...

  • Page 2
    ...tax Adjusted net profit after tax Basic EPS (in euro cent) Adjusted basic EPS (in euro cent) 2013 â,¬M 4,884.0 569.3 569.3 39.45 39.45 2012 â,¬M 4,324.9 560.4 502.6 38.03 34.10 Change +13% +2% +13% +4% +16% (i)Year ended March 31, 2012 excludes a one off release of ticket sales revenue of â,¬65...

  • Page 3
    Key Statistics Scheduled passengers 2013 79.3m 305 9,059 8,753 2012 75.8m 294 8,438 8,983 Change +5% +4% +7% -3% Year-end Fleet Average staff Passengers per staff member (avg.) 3

  • Page 4
    ... in fuel costs which we managed to offset by a 6% rise in average fares and strong growth in ancillary revenues. During the year Ryanair delivered a number of significant milestones We grew our traffic by 5% to 79.3m passengers. We took delivery of 15 new aircraft for a year-end fleet of 305 Boeing...

  • Page 5
    ...any other major airline in Europe. Despite the current EU recession, and the spread of austerity measures, Ryanair's lowest fares continue to encourage passengers to travel, and more importantly to switch to Ryanair's low fares. Ryanair beats every other airline on price on every flight, every route...

  • Page 6
    ... record of job creation, pay increases and internal promotions and, above all, job security. Our shareholders Unlike other airlines, Ryanair continues to deliver substantial returns for shareholders. In Ryanair our Board and Management team hold a significant stake in the company, which means...

  • Page 7
    ... us to grow to 110m passengers annually by fiscal year 2019, we hope to continue to manage this growth in a controlled, safe and profitable manner. Our history has shown that we only order aircraft when we believe that pricing will make it profitable for our shareholders to do so and we believe...

  • Page 8
    ...revenues ...1,064.2 4,884.0 Total operating revenues- continuing operations Operating expenses Staff costs ...435.6 Depreciation...329.6 Fuel and oil ...1,885.6 Maintenance, materials and repairs ...120.7 Aircraft rentals ...98.2 Route charges ...486.6 Airport and handling charges ...611.6 Marketing...

  • Page 9
    .... Total revenue per passenger, as a result, increased by 8%, whilst Load Factor remained flat at 82% compared to the year ended March 31, 2012. Total operating expenses increased by 12% to â,¬4,165.8 million, primarily due to an increase in fuel prices, the higher level of activity, operating costs...

  • Page 10
    ... STATE MENTS 2007 Introduction The directors submit their Annual Report, together with the audited financial statements of Ryanair Holdings plc, for the year ended March 31, 2013. Review of business activities and future developments in the business The Company operates an ultra low fares airline...

  • Page 11
    ... interests of the shareholders. Details of total remuneration paid to senior key management (defined as the executive team reporting to the Board of Directors) is set out in Note 27 on page 199 of the consolidated financial statements. Executive director‟s service contract Ryanair entered into an...

  • Page 12
    ... years ended March 31, 2013, 2012 and 2011 the Company made no political contributions which require disclosure under the Electoral Act, 1997. Corporate Governance Statement The Corporate Governance Statement on pages 14 to 26 forms part of the Directors' Report. Post balance sheet events Details of...

  • Page 13
    ... of the Companies Act 1963, the auditor KPMG, Chartered Accountants, will continue in office. Annual General Meeting The Annual General Meeting will be held on September 20, 2013 at 9a.m. in the Radisson Blu Hotel, Dublin Airport, Co. Dublin, Ireland. On behalf of the Board David Bonderman Chairman...

  • Page 14
    ... Governance Report Ryanair has its primary listing on the Irish Stock Exchange, a standard listing on the London Stock Exchange and its American Depositary Shares are listed on the NASDAQ. The directors are committed to maintaining the highest standards of corporate governance and this statement...

  • Page 15
    ... of Ryanair that a majority of the Board comprises non-executive directors, considered by the Board to be independent, and that the Chairman is non-executive. Significant new and relevant experience has been added in the period since the year ended March 31, 2012 and the Board considers the current...

  • Page 16
    ... available for inspection at the Company's registered office during normal office hours and at the Annual General Meeting of the Company. Independence The Board has carried out its annual evaluation of the independence of each of its non-executive directors, taking account of the relevant provisions...

  • Page 17
    ... for non-executive directors. On appointment in December 2012, the directors Louise Phelan and Julie O'Neill had briefings with the senior management of the Company, covering a review of the business of the Group and their specific areas of finance, commercial, personnel and operations. Similar...

  • Page 18
    ...page 190 of the consolidated financial statements. The Board has adopted The Model Code, as set out in the Listing Rules of the Irish Stock Exchange and the UK Listing Authority, as the code of dealings applicable to dealings in Ryanair shares by directors and relevant Company employees. The code of...

  • Page 19
    ...; ï,· The Committee also meets with external auditors to review the Annual Report, which is filed annually with the United States Securities and Exchange Commission and with the Irish Companies Office; ï,· The Committee regularly reviews Turnbull Risk management reports completed by management; 19

  • Page 20
    ...senior executives of the Company and to administer the stock option plans described below. Senior Management remuneration is comprised of a fixed basic pay and performance related bonuses which are awarded based on a combination of the achievement of individual objectives and the Company's financial...

  • Page 21
    ... on the Company's website www.ryanair.com. The terms of Reference of the Nomination committee are reviewed annually. On December 13, 2012, upon recommendations of the Nomination Committee, the Board appointed Louise Phelan and Julie O'Neill to the positions of non-executive directors. Similarly Dick...

  • Page 22
    ... Board, reviews the evaluations of performance of the non-executive directors on an annual basis. The non-executive directors, 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...

  • Page 23
    ..., senior financial, operational, and commercial management participate in these events. During the year ended March 31, 2013 the Company held discussions with a substantial number of institutional investors. The Board is kept informed of the views of shareholders through the executive director's and...

  • Page 24
    ...the date of approval of the financial statements and that this process is regularly reviewed by the Board. In accordance with the provisions of the 2010 Code the directors review the effectiveness of the Company's system of internal control including Financial Operational Compliance Risk Management...

  • Page 25
    ...financial, to manage the risks facing the business. 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 March 31, 2013 and has reported thereon to the Board. The Board has delegated to executive...

  • Page 26
    ... in the Irish Corporate Governance Annex except as outlined below. The Group has not complied with the following provisions of the 2010 Code, but continues to review these situations on an ongoing basis: ï,· A number of non-executive directors participate in the Company's share option plans. The...

  • Page 27
    ... Statements. Directors Pension Benefits Details of the Chief Executive's pension benefits are set forth in Note 19(c) to the consolidated Financial Statements. Directors Shareholdings The interests of each Director that held office at the end of fiscal 2013, in the share capital of the Company...

  • Page 28
    ... the consolidated financial statements the directors have also elected to comply with IFRSs as issued by the International Accounting Standards Board (IASB). The consolidated and Company financial statements are required by law and IFRSs as adopted by the EU, to present fairly the financial position...

  • Page 29
    ... as adopted by the EU, as applied in accordance with the Companies Acts, 1963 to 2012, give a true and fair view of the assets, liabilities and financial position of the Company at March 31, 2013, and the Directors' Report contained in the Annual Report includes a fair review of the development and...

  • Page 30
    ... of changes in shareholders' equity, the consolidated and Company statements of cash flows and the related notes. The financial reporting framework that has been applied in their preparation is Irish law and International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU...

  • Page 31
    ... books of account have been kept by the Company. In our opinion the information given in the Directors' Report is consistent with the financial statements and the description in the Corporate Governance Statement of the main features of the internal control and risk management systems in relation...

  • Page 32
    ... 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, 2013 (collectively referred to as ―IFRSâ€- throughout). The Company publishes its consolidated financial statements in euro. Solely for the convenience...

  • Page 33
    ...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 re gulatory matters. The Company's business is to provide a low-fares airline service in...

  • Page 34
    ... Selected Financial Data ...37 Exchange Rates ...39 Selected Operating and Other Data ...41 Risk Factors ...42 Item 4. Information on the Company ...58 Introduction ...58 Strategy...59 Route System, Scheduling and Fares...62 Marketing and Advertising ...64 Reservations on Ryanair.Com ...64 Aircraft...

  • Page 35
    ... ...125 Exchange Controls...125 Limitations On Share Ownership By Non-EU Nationals ...126 Taxation ...129 Documents on Display ...133 Item 11. Quantitative and Qualitative Disclosures About Market Risk ...134 General ...134 Fuel Price Exposure and Hedging ...134 Foreign Currency Exposure and Hedging...

  • Page 36
    ..., Senior Management and Advisers Not applicable. Item 2. Offer Statistics and Expected Timetable Not applicable. Item 3. Key Information THE COMPANY Ryanair operates an ultra-low cost, scheduled airline serving short-haul, point-to-point routes largely in Europe from its 57 bases in airports across...

  • Page 37
    ... information as of and for the periods indicated, presented in accordance with IFRS. This information should be read in conjunction with: (i) the audited consolidated financial statements of the Company and related notes thereto included in Item 18 and (ii) ―Item 5. Operating and Financial Review...

  • Page 38
    Cash Flow Statement Data: 2013(a) Fiscal year ended March 31, 2013 2012 2011 2010 (in millions) â,¬1,023.5 â,¬1,020.3 â,¬786.3 â,¬871.5 2009 Net cash inflow from operating activities $1,311.7 â,¬413.2 Net cash (outflow) from investing activities ...$(2,334.4) â,¬(1,821.5) â,¬(185.4) â,¬(474.0) ...

  • Page 39
    ...U.K. pound sterling and the U.S. dollar. Such rates are provided solely for the convenience of the reader and are not necessarily the rates used by the Company in the preparation of its consolidated financial statements included in Item 18. No representation is made that any of such currencies could...

  • Page 40
    ...on the last business day of each month during the relevant period. (c) Based on the composite exchange rate as quoted at 5 p.m., New York time, by Bloomberg. (d) Based on the Federal Reserve Rate for U.K. pound sterling. As of July 19, 2013, the exchange rate between the U.S. dollar and the euro was...

  • Page 41
    ..., 2012 2011 2010 Operating Data: 2013 2009 Average Yield per Revenue Passenger Mile (―RPM Average Yield per Available Seat Miles (―ASM Average Fuel Cost per U.S. Gallon (â,¬) ...Cost per ASM (―CASM Operating Margin ...Break-even Load Factor ...Average Booked Passenger Fare (â,¬) ...Cost...

  • Page 42
    ..., oil prices increased substantially in fiscal years 2011, 2012 and 2013 and remain at elevated levels. As international prices for jet fuel are denominated in U.S. dollars, Ryanair's fuel costs are also subject to certain exchange rate risks. Substantial price increases, adverse exchange rates, or...

  • Page 43
    ... on Ryanair's balance sheet, the Company has a numbe r 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 weakening in the value of the euro primarily against U.K. pound sterling...

  • Page 44
    The Company May Not Be Successful in Increasing Fares and Revenues to Offset Higher 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 limited ...

  • Page 45
    ...offer low fares in direct competition with Ryanair across a significant proportion of its route network as a result of the liberalization of the EU air transport market and greater public acceptance of the low-fares model. Although Ryanair's average booked passenger far e increased in the 2011, 2012...

  • Page 46
    ...'s low -fares service will be accepted on new routes. Ryanair also periodically runs special promotional fare campaigns, in particular in connection with the opening of new routes. Promotional fares may have the effect of increasing load factors and reducing Ryanair's yield and passenger revenues on...

  • Page 47
    ... located in its targeted geographic markets at costs that are consistent with Ryanair's ultra -low cost strategy. Any condition that denies, limits, or delays 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...

  • Page 48
    ... share capital. For more information, see ―Item 8. Financial Information-Other Financial Information-Legal Proceedings-Matters Related to Investment in Aer Lingus.â€- Labor Relations Could Expose the Company to Risk. A variety of factors, including, but not limited to, Ryanair's profitability...

  • Page 49
    ...'s business, operating results, and financial condition. For additional details, see ―Item 6. Directors, Senior Management and Employees-Staff and Labor Relations.â€- Limitations on Ryanair's flexibility in dealing with its staff or the altering of the public's perception of Ryanair generally...

  • Page 50
    ...as a low-fares airline, which could negatively affect Ryanair's results of operations and financial condition. For additional details, see ―Item 8. Financial Information-Other Financial Information-Legal Proceedings-Legal Proceedings Against Internet Ticket Touts.â€- The Irish Corporation Tax Rate...

  • Page 51
    ... on our cash flows, financial position and results of operations. Change in EU Regulations in Relation to Employers and Employee Social Insurance Could Increase Costs. The European Parliament passed legislation governing the payment of employee and employer social insurance costs in May 2012. The...

  • Page 52
    ... that the Company will not incur a significant increase in costs in the future due to the impact of this legislation if Ryanair experiences a large number of cancelled flights, which could occur as a result of certain types of events beyond its control. See ―-Risks Related to the Airline Industry...

  • Page 53
    ... disrupt Ryanair's business, resulting in the cancellation or loss of bookings, and adversely affecting Ryanair's financial condition and results of operations. The Company is Dependent on the Continued Acceptance of Low-fares Airlines. In past years, accidents or other safety-related incidents...

  • Page 54
    ...business and personal) is discretionary and because Ryanair is substantially dependent on discretionary air travel, any prolonged general reduction in airline passenger traffic may adversely affect the Company. Similarly, any significant increase in expenses related to security, insurance or related...

  • Page 55
    ... expected revenue levels could have a material adverse effect on the Company's growth or financial performance. See ―Item 5. Operating and Financial Review and Prospects.â€- The very low marginal costs incurred for providing services to passengers occupying otherwise unsold seats are also a factor...

  • Page 56
    ... portion of airline travel (both business and personal) is discretionary, the industry tends to experience adverse financial results during general economic downturns. The Company is substantially dependent on discretionary air travel. The trading price of Ryanair Holdings' Ordinary Shares and ADRs...

  • Page 57
    ...34 per ordinary share (approx. â,¬49 2 million) and following shareholder approval at the annual general meeting on September 21, 2012 this special dividend was paid on November 30, 2012. The Company may pay other dividends from time to time. In June, 2013 the Company detailed plans to return up to...

  • Page 58
    ... in terms of flight punctuality, levels of lost baggage, and rates of flight cancellations. The address of Ryanair Holdings' registered office is: c/o Ryanair Limited, Corporate Head Office, Dublin Airport, County Dublin, Ireland. The Company's contact person regarding this Annual Report on...

  • Page 59
    ...typically charged on flights with higher levels of demand and for bookings made nearer to the date of departure. Ryanair also periodically runs special promotional fare campaigns. See ―-Route System, Scheduling and Fares-Low and Widely Available Faresâ€- below. Customer Service. Ryanair's strategy...

  • Page 60
    ...-party reservation systems costs. Ryanair generates over 99% of its scheduled passenger revenues through direct sales via its website. Airport Access and Handling Costs. Ryanair attempts to control airport access and service charges by focusing on airports that offer competitive prices. Management...

  • Page 61
    ...) initiating new routes not currently served by any carrier. Responding to Current Challenges. In recent periods, and with increased effect in the 2011, 2012 and 2013 fiscal years, Ryanair's ultra-low cost, low-fares model has faced substantial pressure due to significantly increased fuel costs and...

  • Page 62
    ... new routes across its network. See ―Risk Factors-Risks Related to the Company-Ryanair's New Routes and Expanded Operations May Have an Adverse Financial Impact on Its Results.â€- Low and Widely Available Fares Ryanair offers low fares, with prices generally varying on the basis of advance booking...

  • Page 63
    ...operating margin. Ryanair also periodically runs special promotional fare campaigns, in particular in connection with the opening of new routes, and endeavors to always offer the lowest fare on any route it serves. Promotional fares may have the effect of increasing load factors and reducing Ryanair...

  • Page 64
    ... travel-related entities, including local tourist boards. Ryanair also regularly contacts people registered in its database to inform them about promotions and special offers via e-mail. RESERVATIONS ON RYANAIR.COM Passenger airlines generally rely on travel agents (whether traditional or online...

  • Page 65
    ...more widely available on favorable terms than similar resources for other types of aircraft. Management believes that its strategy, to date, of having reduced its fleet to one aircraft type enables Ryanair to limit the costs associated with personnel training, the purchase and storage of spare parts...

  • Page 66
    ... into a new contract with CAE to purchase B737NG Level B flight simulators. Two such simulators were delivered in the 2009 fiscal year. Management believes that Ryanair is currently in compliance with all applicable regulations and EU directives concerning its fleet of Boeing 737-800 aircraft and...

  • Page 67
    ... Ryanair provides various ancillary services and engages in other activities connected with its core air passenger service, including non-flight scheduled services, Internet-related services, and the in-flight sale of beverages, food, and merchandise. See ―Item 5. Operating and Financial Review...

  • Page 68
    ... A-checks at its Dublin, London (Stansted), Glasgow (Prestwick), Bremen and Frankfurt (Hahn) facilities. Since December 2003, Ryanair has operated a hangar facility at its base at Glasgow (Prestwick) in Scotland, where both A-checks and C-checks are performed on the fleet of Boeing 737-800 aircraft...

  • Page 69
    ... London (Stansted), Frankfurt (Hahn) and Kaunas. See ―Item 3. Key Information-Risk Factors-Risks Related to the Company-The Company Is Dependent on External Service Providers.â€- SAFETY RECORD Ryanair has not had a single passenger or flight crew fatality in its 29-year operating history. Ryanair...

  • Page 70
    ... passengers per annum over a five year period in return for reduced airport charges and the abolition of the â,¬3 air travel tax. Despite the fact that this offer was renewed in 2012, as of July 19, 2013, the Company has not yet received a positive response to this proposal. The Company is currently...

  • Page 71
    ... its London (Stansted)-based aircraft from the then current 40 to 24 during the aforementioned period, and also reduce by 30% the number of weekly Ryanair flights to and from the airport. The Company announced at that time that it expected these cuts to result in 2.5 million fewer passenger trips...

  • Page 72
    ...Market Risk-Fuel Price Exposure and Hedgingâ€- 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 Review and Prospects-Fiscal Year 2013 Compared with Fiscal Year 2012...

  • Page 73
    ... of the Company's current war -related insurance coverage may exclude certain types of catastrophic incidents, which may result in the Company seeking alternative coverage. Ryanair to date has passed increased insurance costs on to passengers by means of a special ―insurance levyâ€- on each ticket...

  • Page 74
    ... Irish government authority charged with operating Dublin Airport, to lease bag-drop counters and other space at the passenger and cargo terminal facilities at Dublin Airport. The airport office facilities used by Ryanair at London (Stansted) are leased from the airport authority; similar facilities...

  • Page 75
    ... another party use an identical or confusingly similar trademark in relation to identical, or similar services. Ryanair has not registered either its name or its logo as a trademark in Ireland, as CTM-registration provides all of the protection available from an Irish registration, and management...

  • Page 76
    ... operating license. See ―Item 10. Additional Information-- Limitations on Share Ownership by Non-EU Nationals.â€- See also ―Item 3. Risk Factors--Risks Related to Ownership of the Company's Ordinary Shares or ADRs-EU Rules Impose Restrictions on the Ownership of Ryanair Holdings' Ordinary Shares...

  • Page 77
    ...been denied boarding on a flight for which they hold a valid ticket (Regulation (EC) No. 261/2004), which came into force on February 17, 2005. See ―Item 3. Risk Factors-Risks Related to the Airline Industry-EU Regulation on Passenger Compensation Could Significantly Increase Related Costs.â€- The...

  • Page 78
    ... is very limited. See ―Item 7. Major Shareholders and Related -Party Transactions ï,¾Other Financial Informationï,¾Legal Proceedingsï,¾EU State Aid-Related Proceedings.â€- The European Union also passed legislation calling for increased transparency in airline fares, which requires the inclusion...

  • Page 79
    ... controls are generally imposed under Irish law through property planning legislation, specifically the Local Government (Planning and Development) Acts of 1963 to 1999, the Planning and Development Act 2000 and regulations made there under. At Dublin Airport, Ryanair operates on land controlled...

  • Page 80
    ... limits the use of holding patterns and taxiing times, thus reducing fuel burn and emissions and reducing the need for new airport infrastructure; provides direct services as opposed to connecting flights, in order to limit the need for passengers to transfer at main hubs and thus reduces the number...

  • Page 81
    ... assurance that Ryanair will be able to obtain a sufficient number of slots at the slot-controlled airports that it desires to serve in the future at the time it needs them or on acceptable terms. Other Health and occupational safety issues relating to the Company are largely addressed in Ireland by...

  • Page 82
    ... Ryanair's current business strategy dates to the early 1990s, when a new management team, including the current chief executive, commenced the restructuring of Ryanair's operations to become a low -fares airline based on the low-cost operating model pioneered by Southwest Airlines Co. in the United...

  • Page 83
    ... the 2013 fiscal year, compared to approximately 6% in the 2012 fiscal year, and expects capacity to increase by approximately 3% in the 2014 fiscal year. See ―Item 3. Key Information-Risk Factors-Risks Related to the Company- Ryanair Has Decided to Seasonally Ground Aircraft.â€- Investment in Aer...

  • Page 84
    ...Lingus' short haul traffic at some of Europe's major airports where Aer Lingus currently operates and Ryanair does not. Ryanair also intended to increase Aer Lingus' transatlantic traffic from Ireland, which has fallen in recent years, by investing in operations. If the offer was accepted, the Irish...

  • Page 85
    ... capital of Aer Lingus. Ryanair appealed this prohibition to the EU General Court on May 8, 2013. A judgment in this appeal is expected within 18-24 months of the date of filing. The available for sale financial asset balance sheet value of â,¬221.2 million reflects the market value of the Company...

  • Page 86
    ... currency fluctuations, the impact of the banking crisis and potential break-up of the euro; competition and the public's perception regarding the safety of low -fares airlines; the value of its equity stake in Aer Lingus; changes in aircraft acquisition, leasing, and other operating costs; flight...

  • Page 87
    ... related to its existing aircraft fleet. The Company will continue to monitor its long-lived assets and the general airline operating environment. The Company's estimate of the recoverable amount of aircraft residual values is 15% of current market value of new aircraft, determined periodically...

  • Page 88
    ... of the estimated future cost of the major airframe overhaul, engine maintenance checks and restitution of major life-limited parts, calculated by reference to the number of hours flown or cycles operated during the year. Ryanair's aircraft operating lease agreements typically have a term of seven...

  • Page 89
    ...Scheduled revenues ...Ancillary revenues...Total operating expenses ...Staff costs ...Depreciation ...Fuel and oil ...Maintenance, materials and repairs ...Aircraft rentals...Route charges ...Airport and handling charges ...Marketing, distribution and other ...Operating profit ...Net interest income...

  • Page 90
    ... revenues per booked passenger increased to â,¬13.43 from â,¬11.69. Revenues from non-flight scheduled operations, including revenues from excess baggage charges, administration/credit card fees, sales of rail and bus tickets, priority boarding, reserved seating, accommodation, travel insurance...

  • Page 91
    ...fuel price paid by Ryanair (calculated by dividing total fuel costs by the number of U.S. gallons of fuel consumed) increased 14.4% from â,¬2.08 per U.S. gallon in the 2012 fiscal year to â,¬2.38 per U.S. gallon in the 2013 fiscal year, in each case after giving effect to the Company's fue l hedging...

  • Page 92
    ....0 million in the 2012 fiscal year, to â,¬611.6 million in the 2013 fiscal year, reflecting the overall growth in passenger volumes and higher charges at Dublin and London (Stansted) airports, partially offset by lower average costs at Ryanair's newer airports and bases. Marketing, distribution and...

  • Page 93
    ... This change reflects more accurate and timely data obtained through system enhancements. Ancillary revenues. Ryanair's ancillary revenues, which comprise revenues from non -flight scheduled operations, in-flight sales and Internet-related services, increased 10.6%, from â,¬801.6 million in the 2011...

  • Page 94
    ... oil. Ryanair's fuel and oil costs per passenger increased by 23.5%, while in absolute terms, these costs increased by 29.9% from â,¬1,227.0 million in the 2011 fiscal year to â,¬1,593.6 million in the 2012 fiscal year, in each case after giving effect to the Company's fuel hedging activities. The...

  • Page 95
    ... airports and bases. Marketing, distribution and other expenses. Ryanair's marketing, distribution and other operating expenses, including those applicable to the generation of ancillary revenues, increased 2.5% on a per-passenger basis in the 2012 fiscal year, while in absolute terms, these costs...

  • Page 96
    ... significantly from quarter to quarter, and management expects these variations to continue. Among the factors causing these variations are the airline industry's sensitivity to general economic conditions and the seasonal nature of air travel. Ryanair typically records higher revenues and income in...

  • Page 97
    ...Significant Costs Acquiring New Aircraft and Any Instability in the Credit and Capital Markets could Negatively Impact Ryanair's Ability to Obtain Financing on Acceptable Termsâ€- for more information about risks relating to liquidit y and capital resources. The Company had cash and liquid resources...

  • Page 98
    ...cash requirements for the 2014 fiscal year. The Company's net cash outflows for capital expenditures in fiscal years 2012 and 2011 were â,¬2 90.4 million and â,¬897.2 million, respectively. Of the 25 new Boeing 737 -800 aircraft which Ryanair took delivery of between April 1, 2011 and March 31, 2012...

  • Page 99
    ... purchase price of the relevant aircraft, the financial institution investor enters into a commitment letter with the Company to provide financing for a specified number of aircraft benefiting from such guarantee; loans are then drawn down as the aircraft are delivered and payments to Boeing become...

  • Page 100
    ... pre-delivery payments (―Aircraft Depositsâ€-) to Boeing in respect of the New Aircraft via internally generated cash flows similar to all previous Aircraft Deposit payments. Using the debt capital markets to finance the 2013 Boeing Contract may require the Company to obtain a credit rating or...

  • Page 101
    ... effect on the Company's financial condition, results of operations, liquidity or capital resources are discussed below. Operating Lease Commitments. The Company has entered into a number of sale-and-leaseback transactions in connection with the financing of a number of aircraft in its fleet. See...

  • Page 102
    ... investment firm. He currently serves as an officer and director of the general partner and manager of TPG. Mr. Bonderman is also an officer, director and shareholder of 1996 Air G.P. Inc., which owns shares of Ryanair. He also serves on the boards of directors of the following public companies...

  • Page 103
    ... Head of Capital Markets at Davy Stockbrokers. Mr. McLaughlin also advised Ryanair during its initial flotation on the Dublin and NASDAQ stock markets in 1997. Mr. McLaughlin serves on the Board of Directors of Elan Corporation plc, and he also serves as a director of a number of other Irish private...

  • Page 104
    ... of the Company's internal accounting controls. Messrs. McKeon, Osborne and McCreevy are the members of the Audit Committee. In accordance with the recommendations of the Irish Combined Code of Corporate Governance (the ―Combined Codeâ€-), a senior independent non-executive director, Mr. McKeon...

  • Page 105
    ... certain stock or asset purchases when a director, officer or substantial shareholder has an interest. The Company is subject to extensive provisions under the Listing Rules of the Irish Stock Exchange (the ―Irish Listing Rulesâ€-) governing transactions with related parties, as defined therein...

  • Page 106
    .... When arriving at the decision that these directors are nonetheless independent, the Board of Directors has taken into account the comments made by the Financial Reporting Council in its report dated December 2009 on its review of the impact and effectiveness of the UK Corporate Governance Code...

  • Page 107
    ...Ireland. On July 1, 2013, The Company announced that Michael has decided step down from his full-time executive role at the end of March 2014 as he wishes to pursue other business interests including a number of Non-Executive Board directorships. Michael has been invited to join the board of Ryanair...

  • Page 108
    ... joining Ryanair he served as Human Resources Manager for Gateway 2000 and held a number of other human resources-related positions in the Irish financial services sector. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS Compensation The aggregate amount of compensation paid by Ryanair Holdings and...

  • Page 109
    ... a position operating on Ryanair aircraft. This program enables Ryanair to secure a continuous stream of type-rated co-pilots. Ryanair's employees earn productivity-based incentive payments, including a sales bonus for onboard sales for flight attendants and payments based on the number of hours or...

  • Page 110
    ... and working conditions. Ryanair Holdings' shareholders have approved a number of share option plans for employees and directors. Ryanair Holdings has also issued share options to certain of its senior managers. For details of all outstanding share options, see ―Item 10. Additional Information...

  • Page 111
    ...Share Ownership by Non-EU Nationals.â€- MAJOR SHAREHOLDERS Based on information available to Ryanair Holdings, the following table summarizes the holdings of those shareholders holding 3% or more of the Ordinary Shares as of June 30, 2013, June 30, 2012 and June 30, 2011, the latest practicable date...

  • Page 112
    ... the meaning of EU rules, because these arrangements were in line with market terms. In July 2012, the European Commission similarly concluded that the financial arrangements between Tampere airport in Finland and Ryanair do not constitute state aid. Ryanair is facing similar legal challenges with...

  • Page 113
    ... by Lufthansa about Ryanair's cost base at Frankfurt (Hahn) have been rejected by German courts, as have similar complaints by Air Berlin in relation to Ryanair's arrangement with Lubeck airport, but following a German Supreme Court ruling on a procedural issue in early 2011, these cases will be re...

  • Page 114
    ... Aer Lingus' short-haul fleet from 33 to 66 aircraft and to create 1,000 associated new jobs over a five-year period. If the offer had been accepted, the Irish government would have received over â,¬180 million in cash. The employee share ownership trust and employees who owned 18% of Aer Lingus...

  • Page 115
    ... 2013. The judgment of the EU General Court is expected within 18-24 months and may affirm or annul the decision of the European Commission. The timing of Ryanair's 2012 offer for Aer Lingus was influenced by; (i) t he continued consolidation of European airlines, and more recently the International...

  • Page 116
    ...' short haul traffic at some of Europe's major airports where Aer Lingus currently operates and Ryanair does not. Ryanair also intended to increase Aer Lingus' transatlantic traffic from Ireland, which has fallen in recent years, by investing in operations. If the offer had been accepted, the Irish...

  • Page 117
    ... in them, the activities of screenscraper websites could lead to a reduction in the number of customers who book directly on Ryanair's website and loss of ancillary revenues which are an important source of profitability through the sale of car hire, hotels and travel insurance etc. Also, some...

  • Page 118
    .... Similarly, following shareholder approval at the September 2012 annual general meeting of shareholders, a dividend of â,¬0.34 per Ordinary Share (approximately â,¬492 million) was paid in November 2012. The Company may pay other dividends from time to time. In June 2013, the Company detailed plans...

  • Page 119
    ...seeking their approval for the purchase of 175 new Boeing 737-800NG aircraft, with a list value of over US$14.2 billion. An EGM was held June 18, 2013 and shareholders approved the transaction. In June 2013 the Company bought back 24.1 million ordinary shares at a total cost of â,¬176.6 million, for...

  • Page 120
    ... 9. The Offer and Listing TRADING MARKETS AND SHARE PRICES The primary market for Ryanair Holdings' Ordinary Shares is the Irish Stock Exchange Limited (the ―Irish Stock Exchangeâ€-); Ordinary Shares are also traded on the London Stock Exc hange. The Ordinary Shares were first listed for trading...

  • Page 121
    ... Shares (Irish Stock Exchange) (in euro) High Low 2007...2008...2009...2010...2011 First Quarter...Second Quarter ...Third Quarter ...Fourth Quarter ...2012 First Quarter...Second Quarter ...Third Quarter ...Fourth Quarter ...Month ending: January 31, 2013 ...February 28, 2013 ...March 31, 2013...

  • Page 122
    ... ...2011 ...2012 ...2013 ...Period through July 19, 2013 ...Total ... All Ordinary Shares repurchased have been cancelled. The maximum price at which the Company may repurchase Ordinary Shares, in accordance with the listing rules of the Irish Stock Exchange and of the Financial Services Authority...

  • Page 123
    ... share capital of Ryanair Holdings as of such date. Of such total, options in respect of an aggregate of 9,575,000 Ordinary Shares were held by the directors and executive officers of Ryanair Holdings. For further information, see notes 15 and 19 to the consolidated financial statements included...

  • Page 124
    ... also ―-Limitations on Share Ownership by non-EU nationalsâ€- below. Under Irish law, if a party acquires or disposes of Ordinary Shares so as to bring his interest above or below 5% of the total issued share capital of the Company, he must notify the Company of that. The Irish Stock Exchange must...

  • Page 125
    ...was approved by the shareholders of the Company at an extraordinary general meeting on June 18, 2013. EXCHANGE CONTROLS Except as indicated below, there are no restrictions on non-residents of Ireland dealing in Irish securities (including shares or depositary receipts of Irish companies such as the...

  • Page 126
    LIMITATIONS ON SHARE OWNERSHIP BY NON-EU NATIONALS The Board of Directors of Ryanair Holdings is given certain powers under the Articles to take action to ensure that the number of Ordinary Shares held in Ryanair Holdings by non-EU nationals does not reach a level which could jeopardize the Company...

  • Page 127
    ... Holdings. The directors shall publish information as to the number of shares held by EU nationals annually. In an effort to increase the percentage of its share capital held by EU nationals, on June 26, 2001, Ryanair Holdings instructed the Depositary to suspend the issuance of new ADSs in exchange...

  • Page 128
    ... the market price of the Ordinary Shares and ADRs. See also ―Item 3. Risk Factors--Risks Related to Ownership of the Company's Shares or ADRs-EU Rules Impose Restrictions on the Ownership of Ryanair Holdings' Ordinary Shares by Non-EU Nationals and the Company has Instituted a Ban on the Purchase...

  • Page 129
    ... (―Irish Revenueâ€-); Qualifying fund managers or qualifying savings managers; Personal Retirement Savings Account (―PRSAâ€-) administrators who receive the relevant distribution as income arising in respect of PRSA assets; Qualifying employee share ownership trusts; Collective investment...

  • Page 130
    ... more companies, in either case the principal classes of shares of which is or are 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. ï,· ï,· ï,· ï,· In the case of an individual non...

  • Page 131
    ...stock exchange in the United States for this purpose). Under current Irish law, no stamp duty will be payable on the acquisition of ADSs by persons purchasing such ADSs or on any subsequent transfer of ADSs. A transfer of Ordinary Shares (including transfers effected through Euroclear U.K. & Ireland...

  • Page 132
    ... hold Ordinary Shares or ADRs as capital assets and generally does not address the tax treatment of U.S. Holders that may be subject to special tax rules such as banks, insurance companies, dealers in securities or currencies, partnerships or partners therein, entities subject to the branch profits...

  • Page 133
    ...of business at its Corporate Head Office, Dublin Airport, County Dublin, Ireland. Ryanair Holdings also files reports, including annual reports on Form 20-F, periodic reports on Form 6K and other information, with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private...

  • Page 134
    ...Company enters into these arrangements with the goal of hedging its operational and balance sheet risk. However, Ryanair's exposure to commodity price, interest rate and currency exchange rate fluctuations cannot be neutralized completely. In executing its risk management strategy, Ryanair currently...

  • Page 135
    ... Based on Ryanair's fuel consumption for the 2013 fiscal year, a change of $1.00 in the average annual price per metric ton of jet fuel would have caused a change of approximately â,¬1.7 million in Ryanair's fuel costs. See ―Item 3. Key Information-Risk Factors-Risks Related to the Company-Changes...

  • Page 136
    ... 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 exchange rates because the forward exchange contracts are always for the same amount, currency and maturity dates...

  • Page 137
    If Ryanair had not entered into such derivative agreements, a plus or minus one percentage point movement in interest rates would impact the fair value of this liability by approximately â,¬28.8 million. The earnings and cash-flow impact of any such change in interest rates would have been ...

  • Page 138
    ... have to pay on any ADSs or common shares underlying ADSs (for example, stock transfer taxes, stamp duty or withholding taxes). Any charges incurred by the depositary or its agents for servicing the deposited securities. Reimbursement of Fees From April 1, 2012 to June 30, 2013 the Depositary...

  • Page 139
    ...of the Company's management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). There are inherent limitations to...

  • Page 140
    ...or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. ï,· The Company's management evaluated the effectiveness of the Company's internal control over financial reporting as of March 31, 2013, based...

  • Page 141
    ... to the Company's chief executive officer, chief financial officer, chief accounting officer, controller and persons performing similar functions, as well as to all of the Company's other officers, directors and employees. The Code of Business Conduct and Ethics is available on Ryanair's website at...

  • Page 142
    ...Month / Period (a) The Ordinary Share purchases in the table above have not been made pursuant to publicly announced plans or programs, and consist of open-market transactions conducted within defined parameters pursuant to the Company's repurchase authority from shareholders granted via a special...

  • Page 143
    ...Consolidated Statement of Changes in Shareholders' Equity of Ryanair Holdings plc for the year ended March 31, 2013 ...Consolidated Statement of Cash Flows of Ryanair Holdings plc for the year ended March 31, 2013 ...Notes ...Company Balance Sheet of Ryanair Holdings plc at March 31, 2013 ...Company...

  • Page 144
    ... Balance Sheet At March 31, 2013 â,¬M 4,906.3 46.8 221.2 5.1 5,179.4 At March 31, 2012 â,¬M 4,925.2 46.8 149.7 3.3 5,125.0 At March 31, 2011 â,¬M 4,933.7 46.8 114.0 23.9 5,118.4 Note Non-current assets Property, plant and equipment ...2 Intangible assets ...3 Available for sale financial assets...

  • Page 145
    ... ...2 Fuel and oil ...Maintenance, materials and repairs ...Aircraft rentals...Route charges ...Airport and handling charges ...Marketing, distribution and other ...Icelandic volcanic ash related costs ...Total operating expenses ...Operating profit - continuing operations ...Other income/(expense...

  • Page 146
    ......Net movements in cash-flow hedge reserve ...(138.1) Available for sale financial asset: Net increase/(decrease) in fair value of available-for-sale asset ...71.5 Total other comprehensive (loss)/income for the year, net of income tax ...(6.3) 5.0 Year ended March 31, 2012 â,¬M 560.4 Year ended...

  • Page 147
    ... in cash-flow reserve ...Net change in fair value of availablefor -sale asset ...Total other comprehensive income/ (loss) ...Total comprehensive income ...Transactions with owners of the Company, recognised directly in equity Issue of ordinary equity shares ...10.7 Share-based payments ...Transfer...

  • Page 148
    Consolidated Statement of Changes in Shareholders‟ Equity Continued Ordinary Shares M Profit for the year ...Other comprehensive income Net actuarial losses from retirement benefits plan ...Net movements in cash-flow reserve ...Net change in fair value of availablefor -sale asset ...Total other ...

  • Page 149
    ...)/increase in finance expense ...(2.7) Retirement costs ...Share-based payments charge/(credit) ...1.9 Income tax (paid) ...(25.8) 1,023.5 Net cash provided by operating activities ...Investing activities Capital expenditure (purchase of property, plant and equipment) ...(310.7) Proceeds from sale...

  • Page 150
    ...the ―Companyâ€-) and currently operate a low-fares airline headquartered in Dublin, Ireland. All trading activity continues to be undertaken by the group of companies headed by Ryanair Limited. Statement of compliance In accordance with the International Accounting Standards (―IASâ€-) Regulation...

  • Page 151
    ... related to its existing aircraft fleet. The Company will continue to monitor its long-lived assets and the general airline operating environment. The Company's estimate of the recoverable amount of aircraft residual values is 15% of current market value of new aircraft, determined periodically...

  • Page 152
    ... of the estimated future cost of the major airframe overhaul, engine maintenance checks, and restitution of major life-limited parts, calculated by reference to the number of hours flown or cycles operated during the year. Ryanair's aircraft operating lease agreements typically have a term of seven...

  • Page 153
    ... year-end are: Aircraft Type Boeing 737-800s Number of Owned Aircraft at March 31, 2013 246(a) Useful Life 23 years from date of manufacture Residual Value 15% of current market value of new aircraft, determined periodically _____ (a) The Company operated 305 aircraft as of March 31, 2013, of which...

  • Page 154
    ... of the estimated future cost of the major airframe overhaul, engine maintenance checks, and restitution of major life-limited parts, calculated by reference to the number of hours flown or cycles operated during the year. Ryanair's aircraft operating lease agreements typically have a term of seven...

  • Page 155
    ...and are carried initially at fair value and then subsequently at amortised cost, using the effective interest method in the balance sheet. Derivative financial instruments Ryanair is exposed to market risks relating to fluctuations in commodity prices, interest rates and currency exchange rates. The...

  • Page 156
    ... the associated leased assets are not recognised on the Company's balance sheet. Expenditure arising under operating leases is charged to the income statement as incurred. The Company also enters into sale-and-leaseback transactions whereby it sells the rights to an aircraft to an external party and...

  • Page 157
    ... Company is managed as a single business unit that provides low fares airline-related services, including scheduled services, and ancillary services including car hire services, and internet and other related services to third parties, across a European route network. Income statement classification...

  • Page 158
    ... in increased revenue of â,¬65.3 million (fiscal year 2013:Nil). This change reflects more accurate and timely data obtained through system enhancements. Ancillary revenues are recognised in the income statement in the period the ancillary services are provided. Share-based payments The Company...

  • Page 159
    ... tax assets are reviewed at each balance sheet date and reduced to the extent that it is no longer probable that a sufficient taxable profit will be available to allow all or part of the deferred tax asset to be realised. Share capital Ordinary shares are classified as equity. Incremental costs...

  • Page 160
    ... 1, 2014). IFRS 9 ―Financial Instrumentsâ€- (IFRS 9 (2010)) (effective for fiscal periods beginning on or after January 1, 2015). ―Annual Improvements to IFRSsâ€- (issued May 2012): (effective for fiscal periods beginning on or after January 1, 2013). *Endorsed by the EU (IASB effective date in...

  • Page 161
    ... 31, 2013, aircraft with a net book value of â,¬4,663.0 million (2012: â,¬4,856.0 million; 2011: â,¬4,718.7 million) were mortgaged to lenders as security for loans. Under the security arrangements for the Company's new Boeing 737-800 ―next generationâ€- aircraft, the Company does not hold legal...

  • Page 162
    ... 2013, 7.7% for 2012 and 7.3% for 2011. 4 Available-for-sale financial assets At March 31, 2012 â,¬M 149.7 2013 â,¬M Investment in Aer Lingus ...221.2 2011 â,¬M 114.0 As at March 31, 2013 Ryanair's total percentage shareholding in Aer Lingus was 29.8% (2012: 29.8%; 2011: 29.8%). The balance sheet...

  • Page 163
    ...) Case No. T-411/07 dated July 6, 2010); and (viii) On February 27, 2013 the European Commission prohibited Ryanair's bid made on June 19, 2012, to acquire the entire share capital of Aer Lingus on the claimed basis that it would be incompatible with the EU internal market. Ryanair appealed this...

  • Page 164
    ... foreign exchange contracts). It is the Company's poli cy that no speculative trading in financial instruments takes place. The Company's historical fuel risk management policy has been to hedge between 70% and 90% of the forecast rolling annual volumes required to ensure that the future cost per...

  • Page 165
    ... in the Company's balance sheet, are analysed as follows: At March 31, 2012 â,¬M 231.9 231.9 2013 â,¬M Current assets 78.1 Gains on cash-flow hedging instruments - maturing within one year ...78.1 Non-current assets Gains on cash flow hedging instruments - maturing after one year ...5.1 5.1 Total...

  • Page 166
    ... in a number of ways: forecast U.K. pounds sterling and euro revenue receipts are converted into U.S. dollars to hedge against forecasted U.S. dollar payments principally for jet fuel, insurance, capital expenditure and other aircraft related costs. These are classified as cash-flow hedges of...

  • Page 167
    ... from other comprehensive income into the capitalised cost of aircraft additions within property, plant and equipment, in respect of cash-flow hedges realised during the year: 2013 â,¬M Year ended March 31, 2012 â,¬M (11.1) (11.1) 2011 â,¬M (15.2) (15.2) Foreign currency forward contracts...

  • Page 168
    ...derivatives designated as cashflow hedges were expected to impact profit or loss, as of March 31, 2013, 2012 and 2011: Carrying Amount Expected Cash flows 2014 2015 2016 2017 Thereafter â,¬M At March 31, 2013 Interest rate swaps ...(81.9) U.S. dollar currency forward contracts...47.4 Commodity...

  • Page 169
    ...At March 31, 2012 â,¬M 2.7 2.8 2013 â,¬M Consumables ... 2011 â,¬M 2.7 In the view of the directors, there are no material differences between the replacement cost of inventories and the balance sheet amounts. 7 Other assets At March 31, 2012 â,¬M 64.9 2.8 67.7 60.0 4.9 64.9 2013 â,¬M Prepayments...

  • Page 170
    ...PAYE (payroll taxes) ...5.2 Other tax (principally air passenger duty) ...246.3 251.5 2011 â,¬M 5.3 179.9 185.2 11 Financial instruments and financial risk management The Company utilises financial instruments to reduce exposures to market risks throughout its business. Borrowings, cash and cash...

  • Page 171
    ... For Sale Cash-Flow Hedges Loans and Receivables Total Carrying Value Total Fair Value â,¬M At March 31, 2012 Available-for-sale financial assets ...149.7 Cash and cash equivalents ...Financial asset: cash > 3 months ...Restricted cash ...Derivative financial instruments:- U.S. dollar currency...

  • Page 172
    ...receive or pay to terminate the contracts. Discounted cash-flow analyses are based on forward interest rates. Derivatives - currency forwards, aircraft fuel contracts and carbon swaps: A comparison of the contracted rate to the market rate for contracts providing a similar risk management profile at...

  • Page 173
    ...full term of the asset or liability. ï,· Level 3: Inputs for the asset or liability are not based on observable market data. Level 1 â,¬M At March 31, 2013 Assets measured at fair value Available-for-sale financial asset ...221.2 Cash-flow hedges - U.S. dollar currency forward contracts ...Cash-flow...

  • Page 174
    ... the United States to finance the acquisition of 216 Boeing 737-800 ―next generationâ€- aircraft (2012:199; 2011:185). The guarantees are secured with a first fixed mortgage on the delivered aircraft. The remaining long-term debt relates to 30 aircraft held under finance leases (2012: 30; 2011: 30...

  • Page 175
    ...Finance leases...Total fixed rate debt...Floating rate Secured long-term debt...Debt swapped from floating to fixed...Secured long-term debt after swaps...Finance leases...Total floating rate debt...Total financial liabilities...3.03% 4.12% 3.81% 2.80% 2012 â,¬M 57.4 138.2 195.6 195.6 2013 â,¬M 58...

  • Page 176
    ... estimated future interest payments on debt) of the Company's financial liabilities are as follows: Total Carrying Value â,¬M At March 31, 2013 Long term debt and finance leases:-Fixed rate debt (excluding Swapped debt) .. -Swapped to fixed rate debt...- Fixed rate debt ...- Floating rate debt...

  • Page 177
    ... ...1,240.9 Cash > 3 months ...2,293.4 24.7 Restricted cash ...3,559.0 Total financial assets ... Interest rates on cash and liquid resources are generally based on the appropriate EURIBOR, LIBOR or bank rates dependant on the principal amounts on deposit. (d) Foreign currency risk The Company has...

  • Page 178
    ... Note 5 to the consolidated financial statements). The following table gives details of the notional amounts of the Company's currency forward contracts as at March 31, 2013, 2012 and 2011: March 31, 2013 euro U.S.$ equiv. $M â,¬M 1,836.2 1,836.2 March 31, 2012 euro U.S.$ equiv. $M â,¬M 2,657.0 191...

  • Page 179
    ...periods up to 18 months. The Board of Directors monitors the return on capital as well as the level of dividends to ordinary shareholders on an ongoing basis. The Company's revenues derive principally from airline travel on scheduled services, internet income and in-flight and related sales. Revenue...

  • Page 180
    ... (2012: â,¬176.3 million; 2011: â,¬201.1 million). (iii) Equity price risk: An increase/decrease of 10% in the Aer Lingus share price as of March 31, 2013 would result in an increase/decrease of â,¬22.1 million in the fair value of the available-for-sale financial assets (2012: â,¬15.0 million; 2011...

  • Page 181
    ... available to carry forward to future periods (2012: â,¬5 million; 2011: â,¬31.4 million). The charge in the year to March 31, 2013 consisted of temporary differences of a charge of â,¬ 41.3 million for property, plant and equipment recognised in the income statement, a credit of â,¬19.0 million for...

  • Page 182
    ...2013 â,¬M Defined benefit pension obligations ...(0.2) (19.0) Derivative financial instruments ...Total tax charge in other comprehensive income ...(19.2) 2011 â,¬M 0.7 25.6 26.3 The majority of current and deferred tax recorded in each of fiscal 2013, 2012 and 2011 relates to domestic tax charges...

  • Page 183
    ... year 2013, Ryanair returned 4 sale-and-leaseback aircraft and entered into sale-and-leaseback arrangements for 4 (2012: 11; 2011: 6) new Boeing 737-800 ―next generationâ€- aircraft, bringing total sale -and-leaseback aircraft to 59 as at March 31, 2013. 15 (a) Issued share capital, share premium...

  • Page 184
    ...32 â,¬2.97 The mid-market price of Ryanair Holdings plc's ordinary shares on the Irish Stock Exchange at March 31, 2013 was â,¬5.95 (2012: â,¬4.48; 2011: â,¬3.36). The highest and lowest prices at which the Company's shares traded on the Irish Stock Exchange in the 2013 fiscal year were â,¬6.16...

  • Page 185
    ... consolidated financial statements. 17 Analysis of operating revenues and segmental analysis The Company is managed as a single business unit that provides low fares airline-related services, including scheduled services, internet and other related services to third parties across a European route...

  • Page 186
    ... 31, 2013 â,¬M Total adjusted profit for reportable segment ...569.3 Other items of profit or loss: One-off revenue adjustment (a) ...Icelandic volcanic ash related cost (b) ...569.3 Consolidated profit after income tax ...(a) Year ended March 31, 2012 â,¬M 502.6 57.8 560.4 Year ended March 31, 2011...

  • Page 187
    ..., including excess baggage charges and administration fees, all directly attributable to the lowfares business. All of the Company's operating profit arises from low-fares airline-related activities, its only business segment. The major revenue earning assets of the Company are its aircraft, which...

  • Page 188
    ... charges, principally for aircraft ...98.2 _____ (i) 0.3 0.3 294.3 14.9 90.7 0.3 0.3 260.5 17.2 97.2 Audit services comprise audit work performed on the consolidated financial statements. In 2013, â,¬1,000, (2012: â,¬1,000; 2011: â,¬1,000) of audit fees relate to the audit of the parent company...

  • Page 189
    ... 2013 2012 2011 â,¬M â,¬M â,¬M 0.0 0.0 0.0 Director Increase in Accrued Benefit Fiscal Fiscal Fiscal 2013 2012 2011 â,¬M â,¬M â,¬M 0.0 0.0 Total Accumulated Accrued Benefit Fiscal Fiscal Fiscal 2013 2012 2011 â,¬M â,¬M â,¬M 0.1 0.1 0.1 Michael O'Leary ...0.0 Defined Contribution Plan: Company...

  • Page 190
    ... and share options (i) Shares Ryanair Holdings plc is listed on the Irish, London and NASDAQ stock exchanges. The beneficial interests as at March 31, 2013, 2012 and 2011 of the directors in office at March 31, 2013 and of their spouses and dependent children in the share capital of the Company are...

  • Page 191
    ...25 2013 % Discount rate used for Irish plan ...4.30 Discount rate used for UK plan...4.40 Return on plan assets for Irish plan ...5.92 Return on plan assets for UK plan ...6.52 Rate of euro inflation ...2.00 Rate of UK inflation ...3.30 Future pension increases in Irish plan ...0.00 Future pension...

  • Page 192
    ...13.5) Related deferred tax asset ...1.7 Net pension liability ...(11.8) 2011 â,¬M (32.8) 27.9 (4.9) 0.6 (4.3) The amounts recognised in the consolidated income statement in respect of our defined-benefit plans are as follows: Year ended March 31, 2013 â,¬M Included in payroll costs Service cost...

  • Page 193
    ...amounts included in the Consolidated Statement of Comprehensive Income (―CSOCIâ€-); Year ended March 31, 2013 â,¬M Actual return less expected return on pension scheme assets ...2.0 Experience gains/(losses) on scheme liabilities ...0.3 Changes in assumptions underlying the present value of scheme...

  • Page 194
    ... million to our defined-benefit plans in 2014. Defined-contribution schemes The Company operates defined-contribution retirement plans in Ireland and the UK. The costs of these plans are charged to the consolidated income statement in the period in which they are incurred. The pension cost of these...

  • Page 195
    ... to purchase 175 Boeing 737-800 ―next-generationâ€- aircraft over a five year period from calendar 2014 to 2018. The table below details the firm aircraft delivery schedule at March 31, 2013 and March 31, 2012 for the Company pursuant to the 2005 and 2013 Boeing contracts. Firm Aircraft Deliveries...

  • Page 196
    ... table sets out the total future minimum payments of leasing 59 aircraft (2012: 59 aircraft; 2011: 51 aircraft), ignoring movement in interest rates, foreign currency and hedging arrangements, at March 31, 2013, 2012 and 2011, respectively: 2013 Present value of Minimum payments â,¬M 98.4 258.0 53...

  • Page 197
    ... affect the Company's results of operations or financial position. In February 2004, the European Commission ruled that Ryanair had received illegal state aid from the Walloon regional government in connection with its establishment of a low cost base at Brussels (Charleroi). Ryanair advised the...

  • Page 198
    ... capital in the parent Company. See note 15 to the consolidated financial statements for further details. 26 Post-balance sheet events On May 27, 2013 the Company issued a Class 1 circular to shareholders seeking their approval for the purchase of 175 new Boeing 737-800NG aircraft, with a list...

  • Page 199
    ... has been consolidated in the financial statements of Ryanair Holdings plc for the years ended March 31, 2013, 2012 and 2011. The total amount of remuneration paid to senior key management (defined as the executive team reporting to the Board of Directors) and directors amounted to â,¬7.1 million...

  • Page 200
    Company Balance Sheet 2013 â,¬M 103.4 At March 31, 2012 â,¬M 101.5 2011 â,¬M 102.2 Note Non-current assets Investments in subsidiaries ...30 Current assets Loans and receivables from subsidiaries ...31 Cash and cash equivalents ...Total assets ...Current liabilities Amounts due to subsidiaries ......

  • Page 201
    Company Statement of Cash Flows Year ended March 31, 2013 â,¬M Operating activities Profit for the year ...Net cash provided by operating activities Investing activities Decrease/(increase) in loans to subsidiaries ...Net cash from/(used) in investing activities ...Financing activities Shares ...

  • Page 202
    ...-based payments...Transfer of exercised and expired share based awards...Dividend paid...Balance at March 31, 2013...1,447.1 Issued Share Capital â,¬M 9.4 Share Capital Premium Retained Redemption Account Earnings Shares â,¬M â,¬M â,¬M 631.9 155.1 0.5 400.0 400.0 Other Reserves â,¬M 26.4 - Total...

  • Page 203
    ... share-based payment accounting policy and as set out in Note 15 (c) to the consolidated financial statements. Income taxes Income taxes are accounted for by the Company in a manner consistent to that set out in the Group income tax accounting policy. Financial assets The Company holds investments...

  • Page 204
    ... Notes 31 and 32 of the parent entity financial statements. These inter-company balances are eliminated in the group consolidation. The euro is the functional and presentation currency of the Company's balance sheet and all transactio ns entered into by the Company are euro denominated. As such, the...

  • Page 205
    ... statements, are Airport Marketing Services Limited, FRC Investments Limited, Coinside Limited and Mazine Limited. 35 Dividends Please refer to Note 25 of the Consolidated Financial Statements. 36 Post-balance sheet events Please refer to Note 26 of the Consolidated Financial Statements. 37 Date...

  • Page 206
    ... Airport Co. Dublin Ireland Chairman Chief Executive Secretary Registered Office Auditors Principal Bankers Solicitors &Attorneys at Law A&L Goodbody - Solicitors International Financial Services Centre North Wall Quay Dublin 1 Ireland Cleary, Gottlieb, Steen Hamilton 1 Liberty Plaza, New...

  • Page 207
    ... average fare paid by a fare-paying passenger who has booked a ticket. Represents the average number of flight hours flown in service per day per aircraft for the total fleet of operated aircraft. Represents the average cost per U.S. gallon of jet fuel for the fleet (including fueling charges) after...