20F Statement 2020

As filed with the United States Securities and Exchange Commission on July 28, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT/ TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report:___________ For the transition period from _________ to _________ Commission file number: 000-29304 Ryanair Holdings plc (Exact name of registrant as specified in its charter) Ryanair Holdings plc (Translation of registrant’s name into English) Republic of Ireland (Jurisdiction of incorporation or organization) c/o Ryanair DAC Dublin Office Airside Business Park, Swords County Dublin, K67 NY94, Ireland (Address of principal executive offices) Please see “Item 4. Information on the Company” herein. (Name, telephone, e-mail and/or facsimile number and address of company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Trading Symbol(s) Name of each exchange on which registered American Depositary Shares, each representing RYAAY The NASDAQ Stock Market LLC five Ordinary Shares Ordinary Shares, par value 0.6 euro cent per share RYAAY The NASDAQ Stock Market LLC (not for trading but only in connection with the registration of the American Depositary Shares) Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report. 1,089,181,737 Ordinary Shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☑ Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ☐ International Financial Reporting Standards as issued by the International Accounting Standards Board ☑ Other ☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement Item the registrant has elected to follow Item 17 ☐ Item 18 ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes‐Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☐ No ☑ Presentation of Financial and Certain Other Information iv Cautionary Statement Regarding Forward-Looking Information v TABLE OF CONTENTS PART I Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 The Company 1 Selected Financial Data 2 Selected Operating and Other Data 3 Risk Factors 4 Item 4. Information on the Company 21 Introduction 21 Strategy 22 Route System, Scheduling and Fares 26 Marketing and Advertising 27 Reservations on Ryanair.com 27 Aircraft 28 Ancillary Services 29 Maintenance and Repairs 29 Safety Record 31 Airport Operations 31 Fuel 32 Insurance 33 Facilities 34 Trademarks 35 The Environment 36 Government Regulation 36 Description of Property 44 Item 4A. Unresolved Staff Comments 44 Item 5. Operating and Financial Review and Prospects 44 History 44 Business Overview 44 Recent Operating Results 45 Critical Accounting Policies 45 Results of Operations 47 Fiscal Year 2020 Compared with Fiscal Year 2019 47 Fiscal Year 2019 Compared with Fiscal Year 2018 50 Seasonal Fluctuations 50 Recently Issued Accounting Standards 50 Liquidity and Capital Resources 50 Contractual Obligations 53 Trend Information 54 Off-Balance Sheet Transactions 54 Inflation 54 i Item 6. Directors, Senior Management and Employees 55 Directors 55 Executive Officers 59 Compensation of Directors and Executive Officers 61 Staff and Labor Relations 61 Item 7. Major Shareholders and Related Party Transactions 62 Major Shareholders 63 Related Party Transactions 63 Item 8. Financial Information 63 Consolidated Financial Statements 63 Other Financial Information 64 Significant Changes 66 Item 9. The Offer and Listing 67 Trading Markets 67 Item 10. Additional Information 68 Description of Capital Stock 68 Options to Purchase Securities from Registrant or Subsidiaries 68 Articles of Association 69 Material Contracts 70 Exchange Controls 71 Limitations on Share Ownership by Non-EU Nationals 71 Taxation 73 Documents on Display 78 Item 11. Quantitative and Qualitative Disclosures About Market Risk 79 General 79 Fuel Price Exposure and Hedging 79 Foreign Currency Exposure and Hedging 80 Interest Rate Exposure and Hedging 81 Item 12. Description of Securities Other than Equity Securities 82 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 83 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 83 Item 15. Controls and Procedures 83 Disclosure Controls and Procedures 83 Management’s Annual Report on Internal Control Over Financial Reporting 83 Changes in Internal Control Over Financial Reporting 83 Report of Independent Registered Public Accounting Firm 84 Item 16. Reserved 85 Item 16A. Audit Committee Financial Expert 85 Item 16B. Code of Ethics 85 Item 16C. Principal Accountant Fees and Services 85 Item 16D. Exemptions from the Listing Standards for Audit Committees 85 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 86 ii Item 16F. Change in Registrant’s Certified Accountant 86 Item 16G. Corporate Governance 86 Item 16H. Mine Safety Disclosure 86 PART III Item 17. Financial Statements 86 Item 18. Financial Statements 87 Item 19. Exhibits 88 iii Presentation of Financial and Certain Other Information As used herein, the term “Ryanair Holdings” refers to Ryanair Holdings plc. The term the “Company” refers to Ryanair Holdings or Ryanair Holdings together with its consolidated subsidiaries, as the context requires. The term “Ryanair” refers to Ryanair DAC, a wholly owned subsidiary of Ryanair Holdings, together with its consolidated subsidiaries, unless the context requires otherwise. The term “Ryanair Group” refers to the wholly owned subsidiary airlines of Ryanair Holdings, including Ryanair Sun S.A. (“Buzz”), Malta Air Limited, Laudamotion GmbH (“Lauda”), Ryanair DAC, and Ryanair U.K. Limited. The term “fiscal year” refers to the 12-month period ended on March 31 of the quoted year. The term “Ordinary Shares” refers to the outstanding par value 0.600 euro cent per share common stock of the Company. All references to “Ireland” herein are references to the Republic of Ireland. All references to the “U.K.” herein are references to the United Kingdom and all references to the “United States” or “U.S.” herein are references to the United States of America. References to “U.S. dollars,” “dollars,” “$” or “U.S. cents” are to the currency of the United States, references to “U.K. pound sterling,” “U.K. £” and “£” are to the currency of the U.K. and references to “€,” “euro,” “euros” and “euro cent” are to the euro, the common currency of nineteen member states of the European Union (the “EU”), including Ireland. Various amounts and percentages set out in this Annual Report on Form 20-F have been rounded and accordingly may not total. The Company owns or otherwise has rights to the trademark Ryanair® in certain jurisdictions. See “Item 4. Information on the Company—Trademarks.” This report also makes reference to trade names and trademarks of companies other than the Company. The Company publishes its annual and interim consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”). Additionally, in accordance with its legal obligation to comply with the International Accounting Standards Regulation (EC 1606 (2002)), which applies throughout the EU, the consolidated financial statements of the Company must comply with International Financial Reporting Standards as adopted by the EU.

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