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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR o 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 001-36059 Controladora Vuela Compañía de Aviación, S.A.B. de C.V. (Exact name of Registrant as specified in its charter) Volaris Aviation Holding Company (Translation of Registrant’s name into English) United Mexican States (Jurisdiction of incorporation or organization) Av. Antonio Dovalí Jaime No. 70, 13 Floor, Tower B Colonia Zedec Santa Fe United Mexican States, Mexico City, 01210 (Address of principal executive offices) Maria Elena Rodriguez Asain ([email protected]) +52-55-5261-6400 Av. Antonio Dovalí Jaime No. 70, 13 Floor, Tower B, Colonia Zedec Santa Fe United Mexican States, Mexico City, 01210 (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 Name of each exchange on which registered American Depositary Shares New York Stock Exchange Ordinary Participation Certificates (Certificados de Participación Ordinarios) New York Stock Exchange Series A shares of common stock, no par value Mexican Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act. None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None (Title of Class) 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. Ordinary Participation Certificates (Certificados de Participación Ordinarios): 810,853,707 Series A shares of common stock, no par value per share: 923,824,804 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes o 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. o Yes x 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. x Yes o 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). x Yes o 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 o Accelerated filer x Non-accelerated filer o Emerging growth company o If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP o International Financial Reporting Standards as issued Other o by the International Accounting Standards Board x 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. o Item 17 o Item 18 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). o Yes x No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. o Yes o No Table of Contents TABLE OF CONT ENTS Page Part I 8 ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 8 ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE 8 ITEM 3 KEY INFORMATION 8 A. Selected Consolidated Financial Data 8 B. Capitalization and Indebtedness 10 C. Reasons for the Offer and Use of Proceeds 11 D. Risk Factors 11 ITEM 4 INFORMATION ON THE COMPANY 35 A. History and Development of the Company 35 B. Business Overview 42 C. Organizational Structure 59 D. Property, Plants and Equipment 61 ITEM 4A UNRESOLVED STAFF COMMENTS 62 ITEM 5 ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS 62 A. Operating Results 62 B. Liquidity and Capital Resources 86 C. Research and Development, Patents and Licenses, Etc. 88 D. Trend Information 89 E. Off-Balance Sheet Arrangements 89 F. Tabular Disclosure of Contractual Obligations 89 G. Safe Harbor 89 ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 89 A. Directors and Senior Management 89 B. Compensation 94 C. Board Practices 97 D. Employees 98 E. Share Ownership 99 ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 100 A. Major Shareholders 100 B. Related Party Transactions 102 C. Interests of Experts and Counsel 103 ITEM 8 FINANCIAL INFORMATION 103 A. Consolidated Statements and Other Financial Information 103 B. Significant changes 105 ITEM 9 THE OFFER AND LISTING 105 A. Offer and Listing Details 105 B. Plan of Distribution 105 C. Markets 105 D. Selling Shareholders 113 E. Dilution 113 F. Expenses of the Issue 113 ITEM 10 ADDITIONAL INFORMATION 113 A. Share Capital 113 B. Memorandum and Articles of Association 113 C. Material Contracts 124 D. Exchange Controls 124 E. Taxation 124 F. Dividends and Paying Agents 131 G. Statement by Experts 131 H. Documents on Display 131 I. Subsidiary Information 132 i Table of Contents ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK 132 ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 133 A. Debt Securities 133 B. Warrants and Rights 133 C. Other Securities 133 D. American Depositary Shares 133 Part II 139 ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 139 ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 139 A. Use of Proceeds 139 ITEM 15 CONTROLS AND PROCEDURES 139 ITEM 16 [Reserved] 140 ITEM 16A Audit Committee Financial Expert 140 ITEM 16B Code of Ethics 140 ITEM 16C Principal Accountant Fees and Services 141 ITEM 16D Exemptions from the Listing Standards for Audit Committees 141 ITEM 16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers 141 ITEM 16F Change in Registrant’s Certifying Accountant 141 ITEM 16G Corporate Governance 141 ITEM 16H MINE SAFETY DISCLOSURE 145 Part III 145 ITEM 17 FINANCIAL STATEMENTS 145 ITEM 18 FINANCIAL STATEMENTS 145 ITEM 19 EXHIBITS 146 ii Table of Contents FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS This annual report on Form 20-F or our “annual report,” contains various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which represent the Company’s expectations, beliefs or projections concerning future events and financial trends affecting the financial condition of our business. When used in this annual report, the words “expects,” “intends,” “estimates,” “predicts,” “plans,” “anticipates,” “indicates,” “believes,” “forecast,” “guidance,” “potential,” “outlook,” “may,” “continue,” “will,” “should,” “seeks,” “targets” and similar expressions are intended to identify forward-looking statements. Similarly, statements that describe the Company’s objectives, plans or goals, or actions the Company may take in the future, are forward-looking statements. Forward-looking statements include, without limitation, statements regarding the Company’s intentions and expectations regarding the delivery schedule of aircraft on order, announced new service routes and customer savings programs. Forward-looking statements should not be read as a guarantee or assurance of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward- looking statements.

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