Table of Contents As filed with the Securities and Exchange Commission on May 1, 2017 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 December 31, 2016 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 Commission File Number 001-36142 AVIANCA HOLDINGS S.A. (Exact name of registrant as specified in its charter) Avianca Holdings S.A. (Translation of registrant’s name into English) Republic of Panama (Jurisdiction of incorporation or organization) Aquilino de la Guardia Calle No. 8, IGRA Building P.O., Panama City, Republic of Panama (+507) 205-6000 (Address of principal executive offices) Luca Pfeifer Tel: (57+1) - 587 77 00 ext. 7575 ● Fax: (57+1) - 423 55 00 ext. 2544/2474 Address: Avenida calle 26 # 59 – 15 P5, Bogotá, Colombia (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 (as evidenced by American Depositary Receipts), New York Stock Exchange each representing 8 Preferred Shares, with a par value of $0.125 per share 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 December 31, 2016: Common Shares — 660,800,003 Preferred Shares — 340,507,917 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 ☒ 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☐ No ☐ (note: not required of registrant) 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. Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Emerging growth company ☐ 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. ☐ † 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 ☐ International Financial Reporting Standards as issued Other ☐ by the International Accounting Standards Board ☒ 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 ☐ 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 ☒ Table of Contents TABLE OF CONTENTS Page Presentation of Financial and Other Information ii Market Data iii Certain Terms iv Forward Looking Statements v PART I 1 Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 41 Item 4A. Unresolved Staff Comments 91 Item 5. Operating and Financial Review and Prospects 91 Item 6. Directors, Senior Management and Employees 124 Item 7. Major Shareholders and Related Party Transactions 133 Item 8. Financial Information 138 Item 9. The Offer and Listing 141 Item 10. Additional Information 145 Item 11. Quantitative and Qualitative Disclosures About Market Risk 164 Item 12. Description of Securities Other than Equity Securities 166 PART II 168 Item 13. Defaults, Dividends Arrearages and Delinquencies 168 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 168 Item 15. Controls and Procedures 168 Item 16. Reserved 170 Item 16A. Audit Committee Financial Expert 170 Item 16B. Code of Ethics 170 Item 16C. Principal Accountant Fees and Services 170 Item 16D. Exemptions from the Listing Standards for Audit Committees 171 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 171 Item 16F. Change in Registrant’s Certifying Accountant 171 Item 16G. Corporate Governance 171 Item 16H. Mine Safety Disclosure 172 Item 17. Financial Statements 173 Item 18. Financial Statements 173 Item 19. Exhibits 173 Index to Financial Statements F-1 i Table of Contents PRESENTATION OF FINANCIAL AND OTHER INFORMATION In this annual report, we use the terms “we,” “us,” “our,” “the Company” and “Avianca Holdings” to refer to Avianca Holdings S.A., together with its subsidiaries, except where the context requires otherwise. IFRS Financial Statements On December 11, 2012, our board of directors approved our adoption of International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. We used a transition date of January 1, 2011, and therefore our consolidated financial statements as of and for the year ended December 31, 2012 were our first annual audited consolidated financial statements required to be prepared in accordance with IFRS. We have not prepared any financial information in accordance with IFRS as of or for any prior periods. For periods prior to 2012, we prepared our audited consolidated financial statements solely in accordance with Colombian GAAP. Our consolidated financial statements prepared in accordance with IFRS are stated in U.S. dollars. This annual report includes our audited consolidated financial statements as of December 31, 2015 and 2016 and for the years ended December 31, 2014, 2015 and 2016, together with the notes thereto, prepared in accordance with IFRS. Unless otherwise indicated, all financial information provided in this annual report has been prepared in accordance with IFRS. Non-IFRS Financial Measures This annual report includes certain references to non-IFRS measures such as our Adjusted EBITDAR and Adjusted EBITDAR margin. See “Item 3. Key Information—Part A. Selected Financial Data” for a discussion of our use of Adjusted EBITDAR in this annual report, including the reasons why we believe this information is useful to management and to investors, and a reconciliation of Adjusted EBITDAR to net profit. These supplemental financial measures are not prepared in accordance with IFRS. Accordingly, you are cautioned not to place undue reliance on this information and should note that Adjusted EBITDAR and Adjusted EBITDAR margin, as calculated by us, may differ materially from similarly titled measures reported by other companies, including our competitors. Adjusted EBITDAR is commonly used in the airline industry to view operating results before depreciation, amortization and aircraft operating lease charges, as these costs can vary significantly among airlines due to differences in the way airlines finance their aircraft and other assets. However, Adjusted EBITDAR should not be considered as an alternative measure to operating profit, as an indicator of operating performance, as an alternative to operating cash flows or as a measure of our liquidity. Adjusted EBITDAR as calculated by us and as presented in this annual report may differ materially from similarly titled measures reported by other companies due to differences in the way these measures are calculated. Adjusted EBITDAR has important limitations as an analytical tool and should not be considered in isolation from, or as a substitute for an analysis of, our operating results as reported under IFRS. Some of the limitations are: • Adjusted EBITDAR does not reflect cash expenditures or future requirements for capital expenditures or contractual commitments; • Adjusted EBITDAR does not reflect changes in, or cash requirements for, working capital needs; • Adjusted EBITDAR does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on debt; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDAR does not reflect any cash requirements for such replacements; ii Table of Contents • Adjusted EBITDAR does not reflect expenses related to leases of flight equipment and other related expenses; and • other companies may calculate Adjusted EBITDAR or similarly titled measures differently, limiting its usefulness as a comparative measure.