Avianca : On April 29, 2015 Avianca Holdings S.A. filed its 20-F with the SEC, as well as its audited 2015 Financial Statements, within PCAOB standards

10e52efd-9155-4d29-a14c-676a656c5489.pdf

As filed with the Securities and Exchange Commission on April 29, 2016

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, 2015 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, Panama City,

  Republic of Panama (+507) 205-600

  (Address of principal executive offices)

  Andrés Felipe Ruiz Vesga

  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), each representing 8 Preferred Shares, with a par value of $0.125 per share New York Stock Exchange 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, 2015: 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, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

  Large accelerated filer  Accelerated filer  Non-accelerated filer 

  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 

  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

  Presentation of Financial and Other Information	ii
  Market Data	iii
  Certain Terms	iii
  Forward Looking Statements	iv
  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	36
  Item 4A. Unresolved Staff Comments	80
  Item 5. Operating and Financial Review and Prospects	80
  Item 6. Directors, Senior Management and Employees	116
  Item 7. Major Shareholders and Related Party Transactions	124
  Item 8. Financial Information	129
  Item 9. The Offer and Listing	131
  Item 10. Additional Information	134
  Item 11. Quantitative and Qualitative Disclosures About Market Risk	152
  Item 12. Description of Securities Other than Equity Securities	153
  PART II	154
  Item 13. Defaults, Dividends Arrearages and Delinquencies	154
  Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds	154
  Item 15. Controls and Procedures	154
  Item 16. Reserved	156
  Item 16A. Audit Committee Financial Expert	156
  Item 16B. Code of Ethics	156
  Item 16C. Principal Accountant Fees and Services	156
  Item 16D. Exemptions from the Listing Standards for Audit Committees	157
  Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	157
  Item 16F. Change in Registrant's Certifying Accountant	157
  Item 16G. Corporate Governance	157
  Item 16H. Mine Safety Disclosure	158
  PART III	158
  Item 17. Financial Statements	158
  Item 18. Financial Statements	158
  Item 19. Exhibits	159
  Index to Financial Statements	F-2

  i

  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, 2014 and 2015 and for the years ended December 31, 2013, 2014 and 2015, 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;

  • 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.

Currency Presentation

In this annual report, references to "dollars," "U.S. dollars," "US$" and "$" are to the currency of the United States and references to "Colombian pesos," "Pesos" and "COP" are to the currency of Colombia. The meaning of the word "billion" in the Spanish language is different from that in American English. In the Spanish language, as used in Colombia, a "billion" is a million millions, which means the number of 1,000,000,000,000, while in American English a "billion" is a thousand millions, which means 1,000,000,000. In this annual report, the meaning of billion is as used in American English.

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