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«As filed with the United States Securities and Exchange Commission on July 26, 2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. ...»

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Aviation Taxes. Ryanair is fundamentally opposed to the introduction of any aviation taxes, including any environmental taxes, fuel taxes or emissions levies. Ryanair has, and continues to offer, the lowest fares in Europe, to make passenger air travel affordable and accessible to European consumers. Ryanair believes that the imposition of additional taxes on airlines will not only increase airfares, but will discourage new entrants into the market, resulting in less choice for consumers. Ryanair believes this would ultimately have adverse effects on the European economy in general. There is in particular no justification for any environmental taxes on aviation following the introduction of the Emissions Trading Scheme for airlines.

As a company, Ryanair believes in free market competition and that the imposition of aviation taxation would favor the less efficient flag carriers – which generally have smaller and older aircraft, lower load factors, and a much higher fuel burn per passenger, and which operate primarily into congested airports – and reduce competition.

Furthermore, the introduction of a tax at a European level only would distort competition between airlines operating solely within Europe and those operating also outside of Europe. We believe that the introduction of such a tax would also be incompatible with international law.

Airport charges

The EU Airport Charges Directive of March 2009 sets forth general principles that are to be followed by airports with more than five million passengers per annum, and to the airport with the highest passenger movement in each Member State, when setting airport charges, and provides for an appeals procedure for airlines in the event that they are not satisfied with the level of charges. However, Ryanair does not believe that this procedure is effective or that it constrains those airports that are currently abusing their dominant position, in part because the legislation was transposed improperly in certain countries, such as Ireland and Spain, thereby depriving airlines of even the basic safeguards provided for in the Directive. This legislation may in fact lead to higher airport charges, depending on how its provisions are applied by EU member states and subsequently by the courts.

Slots

Currently, the majority of Ryanair’s bases of operations have no “slot” allocation restrictions; however, traffic at a substantial number of the airports Ryanair serves, including its primary bases are regulated by means of “slot” allocations, which represent authorizations to take off or land at a particular airport within a specified time period. In addition, EU law currently regulates the acquisition, transfer, and loss of slots. Applicable EU regulations currently prohibit the buying or selling of slots for cash. The European Commission adopted a regulation in April 2004 (Regulation (EC) No. 793/2004) that made some minor amendments to the current allocation system, allowing for limited transfers of, but not trading in, slots. Slots may be transferred from one route to another by the same carrier, transferred within a group or as part of a change of control of a carrier, or swapped between carriers. In April 2008, the European Commission issued a communication on the application of the slot allocation regulation, signaling the acceptance of secondary trading of airport slots between airlines. This is expected to allow more flexibility and mobility in the use of slots and will further enhance possibilities for market entry at slot constrained airports. Any future legislation that might create an official secondary market for slots could create a potential source of revenue for certain of Ryanair’s current and potential competitors, many of which have many more slots allocated at primary airports at present than Ryanair. The European Commission proposed a revision to the slots legislation reflecting the principle of secondary trading. This revision has been negotiated by the EU institutions since 2014 and is currently stalled. 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 will be affected by the availability of slots for takeoffs and landings at these specific airports. New entrants to an airport are currently given certain privileges in terms of obtaining slots, but such privileges are subject to the grandfathered rights of existing operators that are utilizing their slots. There is no 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 the Safety, Health and Welfare at Work Act, 2005 and other regulations under that act. Although licenses or permits are not issued under such legislation, compliance is monitored by the Health and Safety Authority (the “Authority”), which is the regulating body in this area. The Authority periodically reviews Ryanair’s health and safety record and when appropriate, issues improvement notices or prohibition notices. Ryanair has responded to all such notices to the satisfaction of the Authority. Other safety issues are covered by the Irish Aviation Orders, which may vary from time to time.





The Company’s operations are subject to the general laws of Ireland and, insofar as they are applicable in Ireland, the laws of the EU. The Company may also become subject to additional regulatory requirements in the future.

The Company is also subject to local laws and regulations at locations where it operates and the regulations of various local authorities that operate the airports it serves.

–  –  –

For certain information about each of the Company’s key facilities, see “—Facilities” above. Management believes that the Company’s facilities are suitable for its needs and are well maintained.

Item 4A. Unresolved Staff Comments There are no unresolved staff comments.

Item 5. Operating and Financial Review and Prospects The following discussion should be read in conjunction with the audited consolidated financial statements of the Company and the notes thereto included in Item 18.

Those consolidated financial statements have been prepared in accordance with IFRS.

–  –  –

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 States. During the period between 1992 and 1994, Ryanair expanded its route network to include scheduled passenger services between Dublin and Birmingham, Manchester and Glasgow (Prestwick). In 1994, Ryanair began standardizing its fleet by purchasing used Boeing 737-200A aircraft to replace substantially all of its leased aircraft. Beginning in 1996, Ryanair continued to expand its service from Dublin to new provincial destinations in the U.K. In August 1996, Irish Air, L.P., an investment vehicle led by David Bonderman and certain of his associates at the Texas Pacific Group, acquired a minority interest in the Company. Ryanair Holdings completed its initial public offering in June 1997.

From 1997 through June 30, 2016, Ryanair launched service on more than 2,000 routes throughout Europe and also increased the frequency of service on a number of its principal routes. During that period, Ryanair established 84 airports as bases of operations, including Dublin. See “Item 4. Information on the Company—Route System, Scheduling and Fares” for a list of these bases. Ryanair has increased the number of booked passengers from approximately 4.9 million in the 1999 fiscal year to approximately 106.4 million in the 2016 fiscal year. As of June 30, 2016, Ryanair had a principal fleet of over 350 Boeing 737-800 aircraft and now serves approximately 200 airports.

Ryanair expects to have approximately 546 aircraft in its operating fleet by March 31, 2024. This is subject to lease handbacks and disposals over the period to March 31, 2024 meeting current expectations. See “⎯Liquidity and Capital Resources” and “Item 4. Information on the Company⎯Aircraft” for additional details.

BUSINESS OVERVIEW

Since Ryanair pioneered its low cost operating model in Europe in the early 1990s, its passenger volumes and scheduled passenger revenues have increased significantly because the Company has substantially increased capacity and demand has been sufficient to match the increased capacity. Ryanair’s annual booked passenger volume has grown from approximately 0.9 million passengers in the calendar year 1992 to approximately 106.4 million passengers in the 2016 fiscal year.

Ryanair’s revenue passenger miles (“RPMs”) increased approximately 15% from 70,331 million in the 2015 fiscal year to 81,146 million in the 2016 fiscal year due partly to an increase of approximately 10% in scheduled available seat miles (“ASMs”) from 79,690 million in the 2015 fiscal year to 87,451 million in the 2016 fiscal year.

Scheduled passenger revenues increased approximately 17% from €4,260.3 million in the 2015 fiscal year to €4,967.2 million in the 2016 fiscal year. Average booked passenger fare decreased from €47.05 in the 2015 fiscal year to €46.67 in the 2016 fiscal year.

Expanding passenger volumes and capacity, high load factors and aggressive cost containment have enabled Ryanair to continue to generate operating profits despite increasing price competition and increases in certain costs.

Ryanair’s total break-even load factor was 72% in both the 2015 and 2016 fiscal years. Cost per passenger was €50.92 in the 2015 fiscal year and €47.69 in the 2016 fiscal year, with the decrease primarily reflecting the lower fuel cost per passenger of €19.46 in the 2016 fiscal year as compared to €22.00 in the 2015 fiscal year. Ryanair recorded operating profits of €1,042.9 million in the 2015 fiscal year and €1,460.1 million in the 2016 fiscal year. The Company recorded a profit after taxation of €866.7 million in the 2015 fiscal year and €1,559.1 million in the 2016 fiscal year. Ryanair took delivery of 41 Boeing 737-800 aircraft in the 2016 fiscal year. The Company will take delivery of a further 52 Boeing 737-800 aircraft in the 2017 fiscal year and expects that these deliveries, net of lease handbacks, will allow for an approximately 10% increase in fiscal 2017 traffic. See “Item 3. Key Information—Risk Factors—Risks Related to the Company— Ryanair Has Seasonally Grounded Aircraft.” Investment in Aer Lingus and Subsequent Sale of this Investment in Fiscal 2016 During the 2007 fiscal year, the Company acquired 25.2% of Aer Lingus. The Company increased its interest to 29.3% during the 2008 fiscal year, and to 29.8% during the 2009 fiscal year at a total aggregate cost of €407.2 million.

In 2006 and 2012, Ryanair made offers to acquire the entire share capital of Aer Lingus, but both of these offers were prohibited by the European Commission on competition grounds. In addition, from 2010 to 2013 the U.K.

competition authority investigated Ryanair’s minority stake in Aer Lingus. On August 28, 2013, it issued its decision in which it found that Ryanair’s shareholding “gave it the ability to exercise material influence over Aer Lingus” and “had led or may be expected to lead to a substantial lessening of competition in the markets for air passenger services between Great Britain and Ireland”, and ordered Ryanair to reduce its shareholding in Aer Lingus to no more than five percent of Aer Lingus’ issued ordinary shares. Ryanair appealed this decision on procedural and substantive grounds, but withdrew the appeal in September 28, 2015, following the sale of its stake in Aer Lingus in July 2015.

On June 19, 2015, IAG issued a formal offer for Aer Lingus Group plc. The offer, which was recommended by the Board of Aer Lingus Group plc, consisted of cash consideration of €2.50 per ordinary share plus a €0.05 ordinary dividend (already paid in May 2015). On July 10, 2015, Ryanair confirmed that the Board of Ryanair Holdings voted unanimously to accept the IAG offer for Ryanair’s 29.8% shareholding in Aer Lingus Group plc, subject to that offer receiving merger clearance from the European Commission, which was subsequently granted on July 14, 2015. On September 1, 2015 Ryanair received total consideration of €398.1 million for the sale of its stake in Aer Lingus.

Historical Results Are Not Predictive of Future Results

The historical results of operations discussed herein may not be indicative of Ryanair’s future operating performance. Ryanair’s future results of operations will be affected by, among other things, overall passenger traffic volume; the availability of new airports for expansion; fuel prices; the airline pricing environment in a period of increased competition; the ability of Ryanair to finance its planned acquisition of aircraft and to discharge the resulting debt service obligations; economic and political conditions in Ireland, the U.K. and the EU; terrorist threats or attacks within the EU; seasonal variations in travel; developments in government regulations, litigation and labor relations;

foreign currency fluctuations, the impact of the banking crisis and potential break-up of the Eurozone; Brexit;



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