Ryanair 2014 Annual Report Download

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1
CONTENTS
2
Financial Highlights
4
Chairman‟s Report
6
Chief Executive‟s Report
9
Summary Operating and Financial Overview
11
Directors‟ Report
15
Corporate Governance Report
29
Report of the Remuneration Committee on Directors‟ Remuneration
30
Statement of Directors‟ Responsibilities
32
Independent Auditor‟s Report
37
Presentation of Financial and Certain Other Information
39
Detailed Index*
41
Key Information
47
Principle Risks and Uncertainties
63
Information on the Company
86
Operating and Financial Review
91
Critical Accounting Policies
106
Directors, Senior Management and Employees
114
Major Shareholders and Related Party Transactions
115
Financial Information
125
Additional Information
136
Quantitative and Qualitative Disclosures About Market Risk
141
Controls and Procedures
145
Consolidated Financial Statements
201
Company Financial Statements
207
Directors and Other Information
208
Appendix
*See Index on page 39 and 40 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
    ... About Market Risk Controls and Procedures Consolidated Financial Statements Company Financial Statements Directors and Other Information Appendix *See Index on page 39 and 40 for detailed table of contents. Information on the Company is available online via the Internet at our website, www.ryanair...

  • Page 2
    ... of ticket sales revenue of â,¬ 57.8 million and for year ended March 31, 2011 excludes estimated costs of â,¬26.1 million relating to volcanic ash disruptions in the year. Adjusted profit for the year ended March 31, 2010 excludes an impairment charge of â,¬13.5m on our investment in Aer Lingus and...

  • Page 3
    Key Statistics Scheduled passengers 2014 81.7m 297 9,501 8,599 2013 79.3m 305 9,059 8,753 Change +3% -3% +5% -2% Year-end Fleet Average staff Passengers per staff member (avg.) 3

  • Page 4
    ... as fast track through security at many Ryanair airports. We will continue to expand our distribution to enable more business customers to book Ryanair flights. In 2013 we announced plans to return up to â,¬1bn to shareholders via share buybacks and special dividends by the end of fiscal 2015. We...

  • Page 5
    ... This new source of attractively priced financing will form part of our strategy to fund our future growth as we purchase 180 aircraft over the coming years. I would like to warmly welcome a new director Michael Cawley, who joins the board in August and will stand for election by the shareholders at...

  • Page 6
    ... benefits including flexible tickets, fast-track through security at many airports, reserved seating and free checked in bags, all for a small premium on our very low fares. These efforts have been complimented with a brand new Ryanair mobile app which was launched in mid July and will make Ryanair...

  • Page 7
    ... cities, where low costs and efficient facilities were readily available. Over the last 12 months an increasing number of major city primary airports are offering Ryanair low costs and efficient facilities in return for new route and/or traffic growth on existing routes, in many cases to make up for...

  • Page 8
    ... aircraft capex payments over the next 12 months, and once we have completed this significant investment, we will look again to improve shareholder returns both by growing our profits and share price, and by completing more share buybacks and special dividends when our net cash position allows...

  • Page 9
    ... and Financial Overview Consolidated Income Statement Data IFRS Year Ended Mar 31, 2014 â,¬M Operating revenues Scheduled revenues ...Ancillary revenues ...Total operating revenues- continuing operations Operating expenses Fuel and oil ...Airport and handling charges ...Route charges ...Staff costs...

  • Page 10
    ... in average fares. Total revenue per passenger, as a result, remained flat. Load Factor increased by 1% to 83% compared to the year ended March 31, 2013. Total operating expenses increased by 5% to â,¬4,378.1 million, due to increased fuel prices and the higher level of activity. Fuel, which...

  • Page 11
    ...future developments in the business The Company operates an ultra low fares airline business and plans to continue to develop this activity by expanding its successful low fares formula on new and existing routes. Information on the Company is set out on pages 63 to 86 of the Annual Report. A review...

  • Page 12
    ... the best 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 200 of the consolidated financial statements. Executive director‟s service contract Ryanair entered...

  • Page 13
    ...the total number of aircraft to be purchased from Boeing to 180 for delivery between fiscal year 2015 and 2019. In the first quarter fiscal year 2015, the Company entered into 8 short-term leases between May and September 2014 to support the capacity requirements prior to delivery of new aircraft in...

  • Page 14
    On May 19, 2014, the Company indicated that it plans to pay a special dividend of up to â,¬520 million in the fourth quarter of fiscal year 2015, subject to shareholder approval at its annual general meeting on September 25, 2014. On June 10 2014 the Company issued an unsecured â,¬850.0 million ...

  • Page 15
    ...Financial Reporting Council's website, www.frc.org.uk. The Irish Corporate Governance Annex is available on the Irish Stock Exchange's website, www.ise.ie. The Board of Directors (the Board) Roles The Board of Ryanair is responsible for the leadership, strategic direction and oversight of management...

  • Page 16
    ... the relevant expertise, quality and experience required by Ryanair to advance the Company and shareholder value. Ryanair recognise the benefits of gender diversity. Ryanair's Articles of Association require that all of the directors retire and offer themselves for re-election within a three...

  • Page 17
    ... new members, in relation to operating, financial and strategic issues concerning the Company. The Board also have direct access to senior management as required in relation to any issues they have concerning the operation of the Company. The terms and conditions of appointment of non-executive...

  • Page 18
    ...page 191 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
    ..., knowledge and experience) required of the Board compared to its current position with regard to the strategic needs of Ryanair and recommends changes to the Board. There is a formal, thorough and transparent procedure for the appointment of new directors to the Board. The Nominations Committee...

  • Page 20
    ... the annual report and Form 20F is fair balanced and understandable and provides the information necessary for shareholders to assess the company's performance, business mo del and strategy; reviewing the effectiveness of the Group's internal financial controls and risk management systems; reviewing...

  • Page 21
    ... board to consider whether the annual report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders to assess the company's performance, business model and strategy. In doing so, the Committee considered whether the financial statements are...

  • Page 22
    ... 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 performance. The Board of Directors as...

  • Page 23
    ... in March 1997 to review and discuss air safety and related issues. The Air Safety Committee reports to the full Board of Directors each quarter. The Air Safety Committee is composed of Michael Horgan and Howard Millar, Chief Financial Officer and the Accountable Manager for Safety (who both...

  • Page 24
    ... of strategy and the effectiveness with which the Board monitors risk and oversees Ryanair's progress. Directors are also invited to make recommendations for improvement. The Chairman, on behalf of the Board, reviews the evaluations of performance of the non-executive directors on an annual basis...

  • Page 25
    ... at least twenty-one working days before the meeting. The Company's Annual Report is available on the Company's website, www.ryanair.com. The 2014 Annual General Meeting will be held at 9a.m. on September 25, 2014 in the Ryanair Dublin Office, Airside Business Park, Swords, Co Dublin, Ireland. 25

  • Page 26
    ... Group level senior management. The Company's financial reports, 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 review and approval; ï,· quarterly reporting of...

  • Page 27
    ...both financial and non 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, 2014 and has reported thereon to the Board. The Board has...

  • Page 28
    ... the Irish Corporate Governance Annex except as outlined below. The Group has not complied with the following provisions of the 2012 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 2012...

  • Page 29
    ... perform in the best interests of the shareholders. Details of the total remuneration paid to senior key management (defined as the executive team reporting to the Board of Directors) are set out in Note 27 of the consolidated Financial Statements. Non-Executive Directors Details of the remuneration...

  • Page 30
    ... 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 31
    ... adopted by the EU, as applied in accordance with the Companies Acts, 1963 to 2013, give a true and fair view of the assets, liabilities and financial position of the Company at March 31, 2014, and ï,· the Directors' Report contained in the Annual Report includes a fair review of the development and...

  • Page 32
    ... (ISAs) (UK and Ireland). In our opinion: ï,· the Group financial statements give a true and fair view, in accordance with IFRSs as adopted by the EU, of the state of the Group's affairs as at 31 March 2014 and of its profit for the year then ended; ï,· the Company balance sheet gives a true and...

  • Page 33
    ...use of assets to aircraft utilisation in the prior periods and to Ryanair's scheduling plan. Taxation Ryanair is headquartered and managed and controlled from Ireland. Nevertheless, Ryanair operates extensively across Europe and Morocco in North Africa. Airlines' profits on international flights are...

  • Page 34
    ... to the Audit Committee. The Listing Rules of the Irish Stock Exchange and UK Listing Authority require us to review: ï,· the directors' statement, set out on page 28, in relation to going concern; ï,· the part of the Corporate Governance Report relating to the company's compliance with the nine...

  • Page 35
    ... kept by the Company. In our opinion the information given in the Directors' Report is consistent with the financial statements and t he description in the Corporate Governance Statement of the main features of the internal control and risk management systems in relation to the process for preparing...

  • Page 36
    ... 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 this report, or for the opinions we have formed. Sean O'Keefe For and on behalf of KPMG Chartered Accountants, Statutory Audit Firm Dublin, Ireland July 25, 2014 36

  • Page 37
    ... 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...

  • Page 38
    ..., fuel costs, competition from new and existing carriers, market prices for replacement aircraft and aircraft maintenance services, aircraft availability, costs associated with environmental, safety and security measures, terrorist attacks, actions of the Irish, U.K., EU and other governments and...

  • Page 39
    ... Financial Data ...42 Exchange Rates ...44 Selected Operating and Other Data ...46 Risk Factors...47 Information on the Company ...63 Introduction ...63 Strategy ...64 Route System, Scheduling and Fares ...68 Marketing and Advertising...69 Reservations on Ryanair.Com ...69 Aircraft ...70 Ancillary...

  • Page 40
    ...8. Financial Information ...115 Consolidated Financial Statements ...115 Other Financial Information ...115 Significant Changes ...122 The Offer and Listing ...122 Trading Markets and Share Prices...122 Additional Information ...125 Description of Capital Stock ...125 Options to Purchase Securities...

  • Page 41
    ... 30, 2014, the Company offered over 1,600 scheduled short-haul flights per day serving approximately 186 airports largely throughout Europe, with a principal fleet of 297 Boeing 737-800 aircraft and 5 additional leased aircraft acquired on short term leases for the summer of 2014 to provide extra...

  • Page 42
    ... financial statements of the Company and related notes thereto included in Item 18 and (ii) ―Item 5. Operating and Financial Review and Prospects.â€- Income Statement Data: Fiscal year ended March 31, 2014 2013 2012 2011 2010 (in millions, except per-Ordinary Share data) Total operating revenues...

  • Page 43
    Cash Flow Statement Data: Fiscal year ended March 31, 2014 2013 2012 2011 (in millions) â,¬1,044.6 â,¬1,023.5 â,¬1,020.3 â,¬786.3 2014(a) 2010 Net cash inflow from operating activities $1,439.1 â,¬871.5 Net cash inflow/(outflow) from investing activities ...$414.3 â,¬300.7 â,¬(1,821.5) â,¬(185.4)...

  • Page 44
    ... dollar and the euro; (ii) the U.K. pound sterling and the euro; and (iii) the 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...

  • Page 45
    ... 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/Reuters. (d) Based on the Federal Reserve Rate for U.K. pound sterling. As of July 18, 2014, the exchange rate between the U.S. dollar and the euro was...

  • Page 46
    ...Average Yield per Available Seat Miles (―ASM 0.049 Average Fuel Cost per U.S. Gallon (â,¬) ...2.453 Cost per ASM (―CASM 0.055 Operating Margin ...13% Break-even Load Factor ...72% Average Booked Passenger Fare (â,¬) ...46.40 Cost Per Booked Passenger (â,¬) ...53.61 Ancillary Revenue per Booked...

  • Page 47
    ...aircraft presents some risks. While Ryanair seeks to implement its seasonal grounding policy in a way that will allow it to reduce losses by operating flights during periods of high oil prices to high cost airports at low winter yields, there can be no assurance that this strategy will be successful...

  • Page 48
    ... airport strategy, the Company will expect increased marketing and advertising costs along with higher airport charges due to the increasing number of primary airports it operates to. Ryanair cannot offer any assurances regarding its future profitability. Changes in fuel costs and fuel availability...

  • Page 49
    ... growth strategy due to the smaller number of privately owned airports available for development. On July 25, 2012, the European Commission decided that Ryanair, along with Aer Lingus Group plc (―Aer Lingusâ€-) and Aer Arann, had been in receipt of unlawful state aid from the Irish government as...

  • Page 50
    ... costs for providing service to passengers occupying otherwise unsold seats. Both low-fare and traditional airlines sometimes 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...

  • Page 51
    ...growth in passenger traffic and Ryanair's revenues do not keep pace with the planned expansion of its fleet, Ryanair could suffer from overcapacity and its results of operations and financial condition (including its ability to fund scheduled purchases of the New Aircraft and related debt repayments...

  • Page 52
    ... failure to renegotiate comparable terms or rates could have a material adverse effect on the Company's financial condition and results of operations . For example in Spain, the Spanish government increased airport taxes at the two largest airports, Barcelona and Madrid, by over 100%, while smaller...

  • Page 53
    ... see - ―Change in EU Regulations in Relation to Employers and Employee Social Insurance could Increase Costsâ€- below. Ryanair currently conducts collective bargaining negotiations with groups of employees, including its pilots and cabin crew, regarding pay, work practices, and conditions of...

  • Page 54
    ...reservations in the event of a major breakdown of its booking engine or other related systems, which, in turn, could have a material adverse effect on Ryanair's operating results or financial condition. Since October 1, 2009, all passengers have been required to use Internet check-in. Internet check...

  • Page 55
    ... the Company's Website. Screenscraper websites gain unauthorized access to Ryanair's website and booking system, extract flight and pricing information 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. Ryanair...

  • Page 56
    ...to the assets and liabilities on Ryanair's balance sheet, the Company has a number 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...

  • Page 57
    ... austerity measures by European governments, will likely negatively impact Ryanair's operating results. It could also restrict the Company's ability to grow passenger volumes, secure new airports and launch new routes and bases, and could have a material adverse impact on its financial results. The...

  • Page 58
    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 59
    ... total passengers booked on all of the Company's flights in the fiscal year. Future acts of terrorism or significant terrorist threats, particularly in London or other markets that are significant to Ryanair, could have a material adverse effect on the Company's profitability or financial condition...

  • Page 60
    ... than costs. Although fuel accounted for approximately 46% of total operating expenses in the 2014 fiscal year, management anticipates that this percentage may vary significantly in future years. See ―-Changes in Fuel Costs and Fuel Availability Affect the Company's Results and Increase the...

  • Page 61
    ... confer effective control on a holder or holders of Ordinary Shares. The Board of Directors of Ryanair Holdings is given certain powers under Ryanair Holdings' articles of association (the ―Articlesâ€-) to take actio n to ensure that the number of Ordinary Shares held in Ryanair Holdings by non-EU...

  • Page 62
    ...it plans to pay a special dividend of up to approximately â,¬520 million in the fourth quarter of fiscal year 2015, subject to shareholder approval at its annual general meeting on September 25, 2014. The Company has made no further commitments in relation to the payment of dividends, share buybacks...

  • Page 63
    ... 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, Airside Business Park, Swords, County Dublin, Ireland. The Company's contact person regarding this Annual Report...

  • Page 64
    ... low-fares service. In the highly challenging current operating environment, Ryanair seeks to offer low fares that generate increased passenger traffic while maintaining a continuous focus on cost-containment and operating efficiencies. The key elements of Ryanair's long-term strategy are: Low Fares...

  • Page 65
    ... the Company. 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 believes that Ryanair...

  • Page 66
    ... car rental services marketed through Ryanair's website or telephone reservation system. Ryanair also sells bus and some rail tickets onboard its aircraft and through its website. For the 2014 fiscal year, ancillary services accounted for approximately 25% of Ryanair's total operating revenues, as...

  • Page 67
    ... Profitabilityâ€- and ―-The Company May Not Be Successful in Increasing Fares and Revenues to Cover Rising Business Costs.â€- In recent years, in response to an operating environment characterized by high fuel prices, typically lower seasonal yields and higher airport charges and/or taxes, Ryanair...

  • Page 68
    ... consolidated financial statements included in Item 18 for more information regarding the geographical sources of the Company's revenue. Management's objective is to schedule a sufficient number of flights per day on each of Ryanair's routes to satisfy demand for Ryanair's low-fares service. Ryanair...

  • Page 69
    ...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 commissions for their services, as well as reimbursing them for the fees charged by reservation systems...

  • Page 70
    ... Boeing contracts, scheduled aircraft deliveries and related expenditures and their financing, as well as the terms of the arrangements under which Ryanair currently leases 51 of the aircraft in its operating fleet, see ―Item 5. Operati ng and Financial Review and Prospects-Liquidity and Capital...

  • Page 71
    ... exceeds Ryanair's published baggage allowances and to collect these charges in accordance with Ryanair's standard terms and conditions. Excess baggage charges are recorded as non-flight scheduled revenue. Ryanair primarily markets accommodation services and travel insurance through its website. For...

  • Page 72
    ... and generate vastly improved management sales reporting. The EPOS device also issues bus and rail tickets and tickets for tourist attractions. In fiscal year 2011, Ryanair began offering reserved seating in twenty-one extra legroom seats on each aircraft for a fee on certain routes and this feature...

  • Page 73
    ...Part 145-approved companies. Heavy Maintenance As noted above, Ryanair currently has sufficient capacity to be able to carry out all of the routine maintenance work required on its Boeing 737-800 fleet itself. Ryanair opened a new three-bay maintenance hangar at Glasgow (Prestwick) airport in winter...

  • Page 74
    ... to increase management's awareness of p roblems that may be encountered by flight crews in their day-to-day operations. Management uses the information reported through all reporting systems to modify operating procedures and improve flight operation standards. Additionally, Ryanair promotes the...

  • Page 75
    ... rising airport charges and the introduction of an Air Travel Tax of â,¬10 on passengers departing from Irish airports on routes longer than 300 kilometers from Dublin Airport (â,¬2 on shorter routes), Ryanair reduced its fleet at Dublin airport to 13 during winter 2010 (down from 22 in summer 2008...

  • Page 76
    ...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 2014 Compared with Fiscal Year 2013...

  • Page 77
    ...'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€- incorporated in each ticket...

  • Page 78
    ... DAA, the 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...

  • Page 79
    ... 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 believes there are therefore no advantages in making a separate Irish...

  • Page 80
    ...of Ryanair Holdings' Ordinary Shares by Non-EU nationals and the Company has Instituted a Ban on the Purchase of Ordinary Shares by Non-EU Nationalsâ€- above. Ryanair's current operating license became effective on December 1, 1993, and is subject to periodic review. The Flight Operations Department...

  • Page 81
    ...the owners of such aircraft or the managers of airports used by such aircraft. Ryanair, as an aircraft operator, is primarily responsible for the payment to Eurocontrol of charges incurred in relation to its aircraft. The legislation authorizes the detention of aircraft in the case of default in the...

  • Page 82
    ... larger airports 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...

  • Page 83
    ...cases, local noise regulation standards. EU and Irish regulations have required that all aircraft operated by Ryanair comply with Stage 3 noise requirements since April 1, 2002. All of Ryanair's aircraft currently comply with these regulations. Certain airports in the U.K. (including London Stansted...

  • Page 84
    ... generationâ€- aircraft, and Ryanair now operates a single-aircraft-type fleet of Boeing 737-800 ―next generationâ€- aircraft with an average age of just over 5.5 years. The design of the new aircraft is aimed at minimizing drag, thereby reducing the rate of fuel burn and noise levels. The engines...

  • Page 85
    ... EU institutions, and will not be finalized before the middle of 2014. Slot values depend on several factors, including the airport, time of day covered, the availability of slots and the class of aircraft. Ryanair's ability to gain access to and develop its operations at slot -controlled airports...

  • Page 86
    ... of service on a number of its principal routes. During that period, in addition to Dublin, Ryanair established 69 airports as bases of operations. See ―Item 4. Information on the Company-Route System, Scheduling and Faresâ€- for a list of these bases. Ryanair has increased the number of booked...

  • Page 87
    .../Iberia (now ―International Airlines Groupâ€-). During the EU competition review, the Company made a commitment that if the acquisition was approved, Ryanair would eliminate Aer Lingus' fuel surcharges and reduce its fares, which would have resulted in Aer Lingus passengers saving approximately...

  • Page 88
    ... connectivity. Ryanair also proposed to double 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...

  • Page 89
    ... share capital of Aer Lingus. Ryanair appealed this prohibition to the EU General Court on May 8, 2013. A judgment in this appeal is expected in 2015. The available-for-sale financial asset balance sheet value of â,¬260.3 million reflects the market value of the Company's stake in Aer Lingus...

  • Page 90
    ... 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 91
    ... taxes, changes in new aircraft fuel efficiency and changing market prices for new and used aircraft of the same or similar types. Ryanair evaluates its estimates and assumptions in each reporting period, and, when warranted, adjusts these assumptions. Generally, these adjustments are accounted for...

  • Page 92
    ... on the present value 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...

  • Page 93
    ... accounted for 75.2 % of Ryanair's total revenues for the 2014 fiscal year, compared with 78.2% of total revenues in the 2013 fiscal year. Ancillary revenues. Ryanair's ancillary revenues, which comprise revenues from non -flight scheduled operations, in-flight sales and Internet-related services...

  • Page 94
    ... ancillary revenues earned by Ryanair and each component expressed as a percentage of total ancillary revenues for each of the periods indicated: Fiscal Year ended March 31, 2014 2013 (in millions of euro, except percentage data) Non-flight Scheduled ...In-flight Sales ...Internet-related ...Total...

  • Page 95
    ... and EU emissions 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 3.0% from â,¬2.38 per U.S. gallon in the 2013 fiscal year to â,¬ 2.45 per U.S. gallon in the 2014 fiscal year, in each case after...

  • Page 96
    ... the 2012 fiscal year of â,¬65.3 million. 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...

  • Page 97
    ...of ancillary revenues earned by Ryanair and each component expressed as a percentage of total ancillary revenues for each of the periods indicated: Fiscal Year ended March 31, 2013 2012 (in millions of euro, except percentage data) Non-flight Scheduled ...In-flight Sales ...Internet-related ...Total...

  • Page 98
    ... 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. In absolute terms, route charges increased 5.7%, from â,¬460.5 million in the 2012 fiscal year to â,¬486.6 million in the 2013 fiscal...

  • Page 99
    ... levels of pre-tax income, material changes in the present relationship between income reported for financial and tax purposes, or material asset sales or other non-routine transactions. SEASONAL FLUCTUATIONS The Company's results of operations have varied significantly from quarter to quarter...

  • Page 100
    ... aircraft, including advance payments in respect of new Boeing 737-800s and related flight equipment, payments on related indebtedness and payments of corporation tax, as well as share buy-backs of â,¬549.2 million and the payment of a â,¬491.5 million special dividend to shareholders. Cash...

  • Page 101
    ... operating lease arrangements. Ryanair has generally been able to generate sufficient funds from operations to meet its non-aircraft acquisition-related working capital requirements. Management believes that the working capital available to the Company is sufficient for its present requirements...

  • Page 102
    ... financing of the Boeing 737-800s, Ryanair has entered into certain lease agreements and related arrangements. Pursuant to these arrangements, legal title to the 210 aircraft delivered and remaining in the fleet as of March 31, 2014 rests with a number of United States special purpose vehicles (the...

  • Page 103
    ... made during the lease term for this obligation based on estimated future costs of major airframe, engine maintenance checks and restitution of major life limited parts by making appropriate charges to the income statement calculated by reference to the number of hours or cycles operated during the...

  • Page 104
    ... to the consolidated financial statements included in Item 18. These are noted at a non-discounted ―listâ€- price. In determining an appropriate methodology to estimate future interest payments we have applied either the applicable fixed rate or currently applicable variable rate where appropriate...

  • Page 105
    ...or future material 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...

  • Page 106
    ... also Deputy Chairman and 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 also serves as a director of a number of other Irish private companies and is an Irish citizen. 106

  • Page 107
    ... of Transport, Ireland from 2002 to 2009 and, in a career that spanned 37 years in the Irish public service, worked in strategic policy development and implementation in eight Government Departments. She is now an independent strategic management consultant and serves as a director of Permanent...

  • Page 108
    ... Committee in March 1997 to review and discuss air safety and related issues. The Air Safety Committee reports to the full Board of Directors each quarter. The Air Safety Committee is composed of Mr. Horgan and Howard Millar, Chief Financial Officer and Accountable Manager for Safety (who both act...

  • Page 109
    ...the sale or issuance by a listed company of common stock other than in a public offering. Under the NASDAQ rules, whether shareholder approval is required for such transactions depends, among other things, on the number of shares to be issued or sold in connection with a transaction, while the Irish...

  • Page 110
    ... 2014, David Bonderman had a beneficial shareholding in the Company of 7,655,671 ordinary shares, equivalent to 0.55% of the issued share capital. Having considered this shareholding in light of the number of issued shares in Ryanair Holdings plc and the financial interest of the director, the Board...

  • Page 111
    ... Jacobs was appointed Chief Marketing Officer in January 2014. He is responsible for sales, marketing and customer service at Ryanair. Previously Kenny was CMO for Moneysupermarket plc. which has a set of digital brands saving consumers money on insurance, finance, energy and travel. Kenny has spent...

  • Page 112
    ... 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 its subsidiaries to the nine sitting non...

  • Page 113
    ... offered a position operating on Ryanair aircraft. This program enables Ryanair to secure a continuous stream of type-rated co-pilots. Ryanair's crews earn productivity-based incentive payments, including a sales bonus for onboard sales for flight attendants and payments based on the number of hours...

  • Page 114
    ... ―ï,¾Limitations on 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, 2014, June 30, 2013 and June 30, 2012, the...

  • Page 115
    ...―related party transactionsâ€- (except for remuneration paid by Ryanair to members of senior management and the board of directors as disclosed in note 27 to the consolidated financial statements) as defined in Item 7.B. of Form 20-F in the three fiscal years ending March 31, 2014 or in the period...

  • Page 116
    ... state aid within 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. In February 2014, the European...

  • Page 117
    ... in April 2014). In July 2012 the European Commission found that Ryanair, Aer Lingus and Aer Arann had received state aid from the Irish government by way of a two-tier air travel tax levied on passengers departing from Irish airports. Ryanair appealed this decision and a hearing in the EU General...

  • Page 118
    ...from 23.3 million passengers per annum in 2007 to 18.7 million in 2011, resulting in Dublin airport operating at approximately 50% capacity; (iii) the change in the Irish government policy since 2006 in that the Irish government indicated that it had decided to sell its stake in Aer Lingus; (iv) the...

  • Page 119
    ... some of Europe's major airports where Aer Lingus currently operat es 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 government would have...

  • Page 120
    ... internet ticket touts (screenscraper websites) in Ireland, Germany, the Netherlands, France, Spain, Italy and Switzerland. Screenscraper websites gain unauthorized access to Ryanair's website and booking system, extract flight and pricing information and display it on their own websites for sale...

  • Page 121
    ... on September 25, 2014. The Company has made no further commitments in relation to the payment of dividends, share buybacks or other shareholder distributions. See ―Item 9. The Offer and Listing - Trading Markets and Share Pricesâ€- below for further information regarding share buy-backs. 121

  • Page 122
    ... Operation and Financial Review and Prospects â€' Liquidity and Capital Resources â€' Capital Resourcesâ€- for additional information. Item 9. The Offer and Listing TRADING MARKETS AND SHARE PRICES The primary market for Ryanair Holdings' Ordinary Shares is the Irish Stock Exchange plc (the ―Irish...

  • Page 123
    ... Shares (Irish Stock Exchange) (in euro) High Low 2008...2009...2010...2011...2012 First Quarter...Second Quarter ...Third Quarter ...Fourth Quarter ...2013 First Quarter...Second Quarter ...Third Quarter ...Fourth Quarter ...2014 Month ending: January 31, 2014 ...February 28, 2014 ...March 31, 2014...

  • Page 124
    ..., 2014 ...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, is the higher of 5% above the average market value...

  • Page 125
    ... net profit after tax for the relevant year would have resulted in such requirement being met. Ryanair Holdings' shareholders approved a stock option plan (referred to herein as ―Option Plan 2003â€-) established in accordance with a then tax-favorable share option scheme available under Irish law...

  • Page 126
    ... share capital of Ryanair Holdings as of such date. Of such total, options in respect of an aggregate of 1,397,500 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 127
    ...the total number of aircraft to be purchased from Boeing to 180 for delivery between fiscal years 2015 and 2019, with a list value of approximately $14.1 billion. EXCHANGE CONTROLS Except as indicated below, there are no restrictions on non-residents of Ireland dealing in Irish securities (including...

  • Page 128
    ... law. The Company does not anticipate that Irish exchange controls or orders under the 1992 Act or United Nations sanctions implemented into Irish law will have a material effect on its business. LIMITATIONS ON SHARE OWNERSHIP BY NON-EU NATIONALS The Board of Directors of Ryanair Holdings is given...

  • Page 129
    ... 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 130
    ... purchaser to sell the Affected Shares to an EU national within 21 days of the date of issuance. In the event that any such non-EU national shareholder does not sell its Ordinary Shares to an EU national within the specified time period, the Company can then take legal action to compel such a sale...

  • Page 131
    ...Dividends. If Ryanair Holdings pays dividends or makes other relevant distributions, the following is relevant: Withholding Tax. Unless exempted, a withholding at the standard rate of income tax (currently 20%) will apply to dividends or other relevant distributions paid by an Irish resident company...

  • Page 132
    ... required on the payment by a company resident in Ireland to another company so resident if the company making the dividend is a 51% subsidiary of that other company. American Depositary Receipts. Special arrangements with regard to the dividend withholding tax obligation apply in the case of Irish...

  • Page 133
    ... price is inadequate or unascertainable, 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 which there is no change in beneficial ownership) may be sub ject to a fixed duty of â,¬12.50. The Irish Revenue...

  • Page 134
    ..., the summary deals only with U.S. Holders that will 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...

  • Page 135
    ...its Corporate Head Office, Airside Business Park, Swords, 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 136
    ... 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 2014 Compared with Fiscal Year 2013-Fuel and Oil.â€- As of July 25, 2014, Ryanair had...

  • Page 137
    ... 2014 and 2013 fiscal years, the Company entered into a series of forward contracts, principally euro/U.S. dollar forward contracts to hedge against variability in cash flows arising from market fluctuations in foreign exchange rates associated with its forecast fuel, maintenance and insurance costs...

  • Page 138
    ... in the euro/U.S. dollar exchange rates. There were no such contracts in effect at March 31, 2013. At March 31, 2014, the total unrealized loss relating to these contracts amounted to â,¬15 .0 million. Under IFRS, the Company generally accounts for these contracts as either cash-flow hedges or...

  • Page 139
    ... 31, 2014, the Company had outstanding cumulative borrowings under these facilities of â,¬3,083.6 million with a weighted average interest rate of 2.49%. See ―Item 5. Operating and Financial Review and Prospects-Liquidity and Capital Resources-Capital Resourcesâ€- for additional information on...

  • Page 140
    ... 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, 2013 to June 30, 2014 the Depositary collected annual depositary services...

  • Page 141
    ..., processed, summarized and reported as and when required, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to the Company's management, including the chief executive officer and chief financial officer, as appropriate to allow timely...

  • Page 142
    MANAGEMENT‟S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The Company's internal control ...

  • Page 143
    ... 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 http://www.ryanair.com. (Information appearing...

  • Page 144
    ... Offer and Listing-Trading Markets and Share Pricesâ€- for further information regarding the Company's Ordinary Share buy-back program, pursuant to which all of the shares purchased by the Company and disclosed in the table above were purchased. Item 16F. Change in Registrant's Certified Accountant...

  • Page 145
    ... 2014 ...Company Statement of Cash Flows of Ryanair Holdings plc for the year ended March 31, 2014 ...Company Statement of Changes in Shareholders' Equity of Ryanir Holdings plc for the year ended March 31, 2014 ...Notes forming part of Company Financial Statements ...Directors and other Information...

  • Page 146
    Consolidated Balance Sheet At March 31, 2014 â,¬M 5,060.3 46.8 260.3 0.4 5,367.8 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 Note Non-current assets Property, plant and equipment ...2 Intangible assets ...3 Available for sale financial...

  • Page 147
    ... (3,707.0) 683.2 Note Operating revenues Scheduled revenues ...17 Ancillary revenues ...17 Total operating revenues - continuing operations ...17 Operating expenses Fuel and oil ...Airport and handling charges ...Route charges ...Staff costs ...18 Depreciation ...2 Marketing, distribution and other...

  • Page 148
    ... property, plant and equipment ...Net change in fair value of cash-flow hedges transferred to profit 24.4 or loss...Net movements in cash-flow hedge reserve ...(83.7) Available for sale financial asset: Net increase in fair value of available-for-sale asset ... (128.4) 4.7 (14.4) (138.1) 147.3 (11...

  • Page 149
    ... 59.6 560.4 - Ordinary Shares M Balance at March 31, 2011 ...1,489.6 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 comprehensive income...

  • Page 150
    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 available-for -sale asset...Total other ...

  • Page 151
    ... cash provided by operating activities Depreciation...Retirement costs ...Tax expense on profit on ordinary activities ...Share-based payments charge/(credit) ...Decrease/(increase) in inventories ...(Increase) in trade receivables ...(Increase)/decrease in other current assets ...Increase/(decrease...

  • Page 152
    ...â€-, ―Ryanairâ€- or 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...

  • Page 153
    ...statements are presented in euro millions, the euro being the functional currency of the parent entity and the majority of the group companies. They are prepared on the historical cost basis, except for derivative financial instruments and available-for-sale securities which are stated at fair value...

  • Page 154
    ... on the present value 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...

  • Page 155
    ... exchange prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated to euro at foreign exchange rates in effect at the dates the transactions were effected. Foreign currency differences arising on retranslation are recognised in profit...

  • Page 156
    ... on the present value 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...

  • Page 157
    ... than available-for-sale financial assets) comprise cash deposits of greater than three months' maturity. All amounts are categorised as loans and receivables and are carried initially at fair value and then subsequently at amortised cost, using the effective interest method in the balance sheet...

  • Page 158
    ... hedged, with any gain or loss also being recognised in the income statement. Inventories Inventories are stated at the lower of cost and net realisable value. Cost is based on invoiced price on an average basis for all stock categories. Net realisable value is calculated as the estimated selling...

  • Page 159
    ... 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 160
    ... 2014:Nil, 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 engages in equity-settled, share-based payment...

  • Page 161
    ... of deferred 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. Social insurance, passenger taxes and sales taxes are recorded...

  • Page 162
    ... 2014). * IFRS 9, "Financial Instruments" (2009, as amended in 2011 and 2013) (effective date to be determined). ―Improvements to IFRSsâ€-. 2010-2012 Cycle (effective for fiscal periods beginning on or after July 1, 2014). ―Improvements to IFRSsâ€-. 2011-2013 Cycle (effective for fiscal periods...

  • Page 163
    ... Cost At March 31, 2013 ...6,409.6 Additions in year ...490.5 (84.4) Disposals in year ...6,815.7 At March 31, 2014 ...Depreciation At March 31, 2013 ...1,555.1 Charge for year ...343.9 (84.4) Eliminated on disposal ...1,814.6 At March 31, 2014 ...Net book value 5,001.1 At March 31, 2014 ... Total...

  • Page 164
    ... for 2013, and 7.7% for 2012. 4 Available-for-sale financial assets At March 31, 2013 â,¬M 221.2 2014 â,¬M Investment in Aer Lingus ...260.3 2012 â,¬M 149.7 As at March 31, 2014 Ryanair's total percentage shareholding in Aer Lingus was 29.8% (2013: 29.8%; 2012: 29.8%). The balance sheet value of...

  • Page 165
    ... 10% shareholder under Irish law); On April 15, 2011, the High Court in Dublin ruled that Aer Lingus was not obliged to accede to Ryanair's request that two additional resolutions (on the payment of a dividend and on payments to pension schemes) be put to vote at Aer Lingus' annual general meeting...

  • Page 166
    ... March 31, 2014. At March 31, 2012, the Company had hedged approximately 90% of its estimated fuel exposure for the year ending March 31, 2013. Foreign currency risk in relation to the Compan y's trading operations largely arises in relation to non euro currencies. These currencies are primarily...

  • Page 167
    ... value in the Company's balance sheet, are analysed as follows: At March 31, 2013 â,¬M 5.1 5.1 2014 â,¬M Non-current assets 0.4 Gains on cash-flow hedging instruments - maturing within one year ...0.4 Current assets Gains on cash flow hedging instruments - maturing after one year ...16.7 16.7 Total...

  • Page 168
    ...statement relating to these hedges in the current year. Foreign currency forward contracts may be utilised 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...

  • Page 169
    ...the periods in which cash flows associated with derivatives that are designated as cash-flow hedges were expected to occur, as of March 31, 2014, 2013 and 2012: Carrying Amount Expected Cash Flows 2015 2016 2017 2018 Thereafter â,¬M At March 31, 2014 Interest rate swaps ...U.S. dollar currency...

  • Page 170
    ..., 2013 and 2012: Carrying Amount Expected Cash flows 2015 2016 2017 2018 Thereafter â,¬M At March 31, 2014 Interest rate swaps ...U.S. dollar currency forward contracts ...U.S. dollar currency forward contracts to be capitalised in property plant & equipment- aircraft additions...U.K. pounds...

  • Page 171
    Carrying Amount Expected Cash flows 2013 2014 2015 2016 Thereafter â,¬M At March 31, 2012 Interest rate swaps ...U.S. dollar currency forward contracts ...U.S. dollar currency forward contracts to be capitalised in property plant and equipment - aircraft additions...Commodity forward ...

  • Page 172
    ... 251.5 2014 â,¬M PAYE (payroll taxes) ...6.7 Other tax (principally air passenger duty in various countries) ...301.4 308.1 2012 â,¬M 5.1 223.7 228.8 11 Financial instruments and financial risk management The Company utilises financial instruments to reduce exposures to market risks throughout...

  • Page 173
    ... at March 31, 2014, 2013 and 2012 were as follows: Available For Sale CashFlow Hedges Loans and Receivables Total Carrying Value Total Fair Value â,¬M â,¬M At March 31, 2014 Available-for-sale financial assets ...260.3 Cash and cash equivalents ...Financial asset: cash > 3 months ...Restricted cash...

  • Page 174
    ... of the Company's financial instruments: Financial instruments measured at fair value ï,· Available-for- sale: The fair value of available-for-sale financial assets is their quoted market bid price at the balance sheet date. (Level 1) ï,· Derivatives - interest rate swaps: Discounted cash-flow...

  • Page 175
    .... Level 1 â,¬M At March 31, 2012 Assets measured at fair value Available-for-sale financial asset ...149.7 Cash-flow hedges - U.S. dollar currency forward contracts ...Cash-flow hedges - jet fuel derivative contracts ...149.7 Liabilities measured at fair value Cash-flow hedges - interest rate swaps...

  • Page 176
    ...of the United States to finance the acquisition of 210 Boeing 737-800 ―next generationâ€- aircraft (2013: 210; 2012: 199). 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 (2013: 30; 2012...

  • Page 177
    ... ...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 ...2.94% 3.96% 3.59% 2.81% 2013 â,¬M 78.9 154.7 233.6 233.6 2014 â,¬M 81.8 159.0 240.8 240.8 2015 â,¬M 84...

  • Page 178
    ... undiscounted cash flows (including estimated future interest payments on debt) of the Company's financial liabilities are as follows: Total Carrying Value â,¬M At March 31, 2014 Long term debt and finance leases:-Fixed rate debt (excluding Swapped debt) ...-Swapped to fixed rate debt - Fixed rate...

  • Page 179
    ...Company holds significant cash balances that are invested on a short-term basis. At March 31, 2014, all of the Company's cash and liquid resources had a maturity of one year or less and attracted a weighted average interest rate of 0.37% (2013: 0.39%; 2012: 1.07%). March 31, 2014 Within 1 year Total...

  • Page 180
    ... foreign currency rates in 2014: â,¬/£: 0.8282; â,¬/$: 1.3788 (2013: â,¬/£: 0.8456; â,¬/$: 1.2805; 2012: â,¬/£: 0.8339; â,¬/$: 1.3356). March 31, 2014 GBP £M Monetary assets U.K. pounds sterling cash and liquid resources ...79.0 U.S. Dollar cash and liquid resources ...79.0 U.S.$ $M 9.3 9.3 euro...

  • Page 181
    ...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 182
    ... (2013: â,¬183.1 million; 2012: â,¬176.3 million). (iii) Equity price risk: An increase/decrease of 10% in the Aer Lingus share price as of March 31, 2014 would result in an increase/decrease of â,¬26.0 million in the fair value of the available-for-sale financial assets (2013: â,¬22.1 million; 2012...

  • Page 183
    ... 31, 2012 % 12.5 0.2 (1.1) (0.1) 11.5 Deferred tax applicable to items charged or credited to other comprehensive income were as follows: At March 31, 2013 â,¬M (0.2) (19.0) (19.2) 2014 â,¬M Defined benefit pension obligations ...(0.2) (15.2) Derivative financial instruments ...Total tax charge in...

  • Page 184
    ...year, the Company returned 8 aircraft held under operating lease to the lessors. The expected timing of the outflows of economic benefits associated with the provision at March 31, 2014, 2013 and 2012 are as follows: Carrying Value â,¬M At March 31, 2014 Provision for leased aircraft maintenance 132...

  • Page 185
    ... for any new Boeing 737-800 ―next generationâ€- aircraft (2013: 4; 2012: 11). Total sale-and-leaseback aircraft at March 31, 2014 was 51. 15 (a) Issued share capital, share premium account and share options Share capital 2014 â,¬M Authorised: 1,680,000,000 ordinary equity shares of 0.635 euro cent...

  • Page 186
    ... Average Exercise Price â,¬3.07 â,¬2.81 â,¬3.40 â,¬3.08 â,¬3.11 â,¬3.32 â,¬2.97 â,¬2.90 â,¬3.04 The mid-market price of Ryanair Holdings plc's ordinary shares on the Irish Stock Exchange at March 31, 2014 was â,¬7.61 (2013: â,¬5.95; 2012: â,¬4.48). The highest and lowest prices at which the Company...

  • Page 187
    ... services, internet and other related services to third parties across a European route network. The Company operates a single fleet of aircraft that is deployed through a single route scheduling system. The Company determines and presents operating segments based on the information that internally...

  • Page 188
    ....2 Year ended March 31, 2013 â,¬M 832.9 109.8 121.5 1,064.2 Year ended March 31, 2012 â,¬M 677.4 106.7 102.1 886.2 Non-flight scheduled revenue arises from the sale of rail and bus tickets, hotel reservations, car hire and other sources, including excess baggage charges and administration fees, all...

  • Page 189
    ...Staff numbers and costs The average weekly number of staff, including the executive director, during the year, analysed by category, was as follows: Year ended March 31, 2014 Flight and cabin crew...8,706 795 Sales, operations, management and administration ...9,501 Year ended March 31, 2013 8,280...

  • Page 190
    ... 17.9 leases...Operating lease charges, principally for aircraft...101.5 (i) (ii) 0.2 0.2 311.2 18.4 98.2 0.3 0.3 294.3 14.9 90.7 Audit services comprise audit work performed on the consolidated financial statements. In 2014, â,¬1,000, (2013: â,¬1,000; 2012: â,¬1,000) of audit fees relate to the...

  • Page 191
    .... No non-executive directors are members of the Company defined-contribution plan. (d) Shares 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, 2014, 2013 and 2012 of the directors in office at March...

  • Page 192
    ... mortality assumptions of the Irish scheme for the years ended March 31, 2013 and 2012 have been based on the mortality table 62%/70% PNM/FL00. Both mortality assumptions make allowance for future improvements in mortality rates. Retirement ages for scheme members are 60 for pilots and 65 for other...

  • Page 193
    ....1 2012 26.4 28.7 21.9 23.9 The amounts recognised in the consolidated balance sheet in respect of defined benefit plans are as follows: At March 31, 2013 â,¬M (48.1) 34.6 (13.5) 1.7 (11.8) 2014 â,¬M Present value of benefit obligations ...(11.5) Fair value of plan assets ...9.8 Present value of...

  • Page 194
    ...2.85%; 2012: 3.00%). Since there are no suitable euro-denominated AA-rated corporate bonds, the expected return is estimated by adding a suitable risk premium to the rate available from government bonds. The assumptions are based on long-term expectations at the beginning of the reporting period and...

  • Page 195
    ... 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 defined-contribution plans was â,¬2.6 million in 2014 (2013: â,¬2.1 million; 2012...

  • Page 196
    ... March 31, 2015 but have been extended for a further 7 years. The following table sets out the total future minimum payments of leasing 51 aircraft (2013: 59 aircraft; 2012: 59 aircraft), ignoring movement in interest rates, foreign currency and hedging arrangements, at March 31, 2014, 2013 and 2012...

  • Page 197
    ...the Company's balance sheet. Under each of these contracts, Ryanair has a call option to purchase the aircraft at a pre-determined price after a period of 10.5 years, which it may exercise. The following table sets out the total future minimum payments of leasing 30 aircraft (2013: 30 aircraft; 2012...

  • Page 198
    ... the European Commission's finding in February 2014 that Ryanair's arrangement with the airport contained no state aid. The Marseille case was withdrawn by the plaintiffs (subsidiaries of Air France) in May 2011. The Company has also entered into a series of interest rate swaps to hedge against...

  • Page 199
    ... the first quarter of fiscal year 2015, the Company entered into 8 short-term aircraft leases between May and September 2014 to support the capacity requirements prior to delivery of new aircraft in September 2014. On May 19, 2014, the Company indicated that it plans to pay a special dividend of up...

  • Page 200
    ... has been consolidated in the financial statements of Ryanair Holdings plc for the years ended March 31, 2014, 2013 and 2012. 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,¬7.9 million...

  • Page 201
    Company Balance Sheet 2014 â,¬M 105.3 At March 31, 2013 â,¬M 103.4 2012 â,¬M 101.5 Note Non-current assets Investments in subsidiaries ...30 Current assets Loans and receivables from subsidiaries ...Cash and cash equivalents ...31 1,214.1 ...979.8 1,517.5 2.6 2.2 2.1 1,322.0 1,085.4 1,621.1 Total...

  • Page 202
    Company Statement of Cash Flows Year ended March 31, 2014 â,¬M Operating activities Profit for the year ...Net cash provided by operating activities Investing activities (Increase)/decrease in loans to subsidiaries ...Net cash (used in)/from investing activities ...Financing activities Shares ...

  • Page 203
    Company Statement of Changes in Shareholders‟ Equity Ordinary Shares M Balance at March 31, 2011...1,489.6 Comprehensive income Profit for the year...Total comprehensive income...Transactions with owners of the Company, recognised directly in equity Issue of ordinary equity shares...2.5 Repurchase...

  • Page 204
    ...effective for future financial years, as set forth in Note 1 to the consolidated financial statements, and have concluded their adoption will not have a significant impact on the parent entity financial statements. Share-based payments The Company accounts for the fair value of share options granted...

  • Page 205
    ...35.2 35.2 At March 31, 2014, Ryanair Holdings plc had borrowings of â,¬35.2 million (2013: â,¬35.2 million; 2012: â,¬35.2 million) from Ryanair Limited. The loan is interest free and repayable on demand. 33 Financial instruments The Company does not undertake hedging activities on behalf of itself...

  • Page 206
    ... not listed as principal subsidiaries at Note 27 to the consolidated financial 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...

  • Page 207
    ... 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 LLP One Liberty Plaza New York, NY 10006, United States 207

  • Page 208
    ... ancillary costs) divided by ASMs. Represents operating expenses divided by revenue passengers booked. Represents profit after taxation as a percentage of total revenues. Represents the number of airports to/from which the carrier offered scheduled service at the end of the period. Represents...

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