Table of Contents
As filed with the Securities and Exchange Commission on April 30, 2021

 
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, 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	
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)
Arias, Fábrega & Fábrega, P.H. ARIFA, Floors 9 and 10, West Boulevard, Santa María Business District
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	  		Trading symbol	  		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 preferred share	  	AVH	  	N/A*		
 
*	The New York Stock Exchange filed Form 25 with the U.S. Securities and Exchange Commission on May 27, 2020 in order to delist 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 December 31, 2020:
Common Shares — 660,800,003
Preferred Shares — 340,507,917 (includes 4,320,632 preferred shares held on behalf of the registrant)

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 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 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.

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.  ☐
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.  ☒
 
†	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
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  ☒
(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.    Yes  ☐    No  ☐

 

Table of Contents
TABLE OF CONTENTS

 	  	 	  	Page	 	
		
EXPLANATORY NOTE	  	 	ii	 	
		
PRESENTATION OF FINANCIAL AND OTHER INFORMATION	  	 	ii	 	
		
MARKET DATA	  	 	iii	 	
		
CERTAIN TERMS	  	 	iii	 	
		
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	  	 	26	 	
			
Item 4A.	  	Unresolved Staff Comments	  	 	56	 	
			
Item 5.	  	Operating and Financial Review and Prospects	  	 	56	 	
			
Item 6.	  	Directors, Senior Management and Employees	  	 	80	 	
			
Item 7.	  	Major Shareholders and Related Party Transactions	  	 	87	 	
			
Item 8.	  	Financial Information	  	 	93	 	
			
Item 9.	  	The Offer and Listing	  	 	95	 	
			
Item 10.	  	Additional Information	  	 	99	 	
			
Item 11.	  	Quantitative and Qualitative Disclosures About Market Risk	  	 	114	 	
			
Item 12.	  	Description of Securities Other than Equity Securities	  	 	115	 	
		
PART II	  	 	116	 	
			
Item 13.	  	Defaults, Dividends Arrearages and Delinquencies	  	 	116	 	
			
Item 14.	  	Material Modifications to the Rights of Security Holders and Use of Proceeds	  	 	117	 	
			
Item 15.	  	Controls and Procedures	  	 	117	 	
			
Item 16.	  	Reserved	  	 	118	 	
			
Item 16A.	  	Audit Committee Financial Expert	  	 	118	 	
			
Item 16B.	  	Code of Ethics	  	 	118	 	
			
Item 16C.	  	Principal Accountant Fees and Services	  	 	118	 	
			
Item 16D.	  	Exemptions from the Listing Standards for Audit Committees	  	 	119	 	
			
Item 16E.	  	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	  	 	119	 	
			
Item 16F.	  	Change in Registrant’s Certifying Accountant	  	 	119	 	
			
Item 16G.	  	Corporate Governance	  	 	119	 	
			
Item 16H.	  	Mine Safety Disclosure	  	 	119	 	
		
PART III	  	 	119	 	
			
Item 17.	  	Financial Statements	  	 	119	 	
			
Item 18.	  	Financial Statements	  	 	119	 	
			
Item 19.	  	Exhibits	  	 	120	 	
 
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EXPLANATORY NOTE
On May 10, 2020, Avianca Holdings S.A., now debtor-in-possession, and certain of its affiliated entities filed voluntary petitions for chapter 11 relief under title 11 of the United States Code (11 U.S.C. § 101 et seq.) with the United States Bankruptcy Court for the Southern District of New York, which cases are being jointly administered under Case No. 20-11133 (MG). We refer to these proceedings in this annual report as our “Chapter 11 proceedings”. LifeMiles, our loyalty program, is administered by a separate company and is not part of our Chapter 11 proceedings. On May 10, 2020, our subsidiary Avianca Peru S.A. initiated a voluntary dissolution and liquidation process and Estratega Consultores S.A.C. was appointed as its liquidator. On September 21, 2020, AV Loyalty Bermuda Ltd. and Aviacorp Enterprises S.A. filed for voluntary petitions for Chapter 11 relief under Title 11 of the United States Code with the United States Bankruptcy Court for the Southern District of New York.
The information in this annual report is presented as of December 31, 2020, unless expressly stated otherwise, and is subject to and qualified in its entirety by our Chapter 11 proceedings and developments related thereto.
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
This annual report includes our audited consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018, 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. Our consolidated financial statements prepared in accordance with IFRS are stated in U.S. dollars.
Currency Presentation
In this annual report, references to “dollars,” “U.S. dollars” 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.
We have converted certain U.S. dollar amounts presented in this annual report from Colombian peso amounts solely for the convenience of the reader. We make no representation that the peso or U.S. dollar amounts shown in this annual report could have been or could be converted into U.S. dollars or Colombian pesos at the rates shown in this annual report or at any other rate. The Federal Reserve Bank of New York does not report a noon buying rate for Colombian pesos. The conversion of amounts expressed in Colombian pesos as of a specified date at the then prevailing exchange rate may result in presentation of U.S. dollar amounts that differ from U.S. dollar amounts that would have been obtained by converting Colombian pesos as of another specified date.
The rates set forth in this annual report for conversion of Colombian pesos into U.S. dollars are the rates as of December 31, 2020 published by the Colombian Central Bank (Banco de la República) (“Colombian Central Bank”), as reported by the Colombian Financial Superintendency (Superintendencia Financiera de Colombia) (“SFC”).
As of December 31, 2020, the exchange rate between the Colombian peso and the U.S. dollar certified by the SFC was COP 3,432.50 per $1.00. See “Item 10. Additional Information—D. Exchange Controls—Exchange Rates.”
Certain Non-IFRS Financial Measures
This annual report includes certain references to ancillary revenues, which are primarily composed of services performed in conjunction with a passenger’s flight, including administrative fees (such as ticket change fees), baggage fees and other ticket-related fees. These ancillary fees are part of the travel performance obligation and, as such, we recognize them as passenger revenue when the travel occurs, and they do not constitute a financial measure defined under IFRS.
 
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Rounding
Certain figures included in this annual report have been rounded for ease of presentation. Percentage figures included in this annual report have not in all cases been calculated on the basis of rounded figures but on the basis of amounts prior to rounding. For this reason, certain percentage amounts in this annual report may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements. Certain other amounts that appear in this annual report may not sum due to rounding.
MARKET DATA
This annual report contains certain statistical data regarding our airline routes and our competitive position and market share in, and the market size of, the Latin American air transportation market. This information derives from a variety of sources, including the Colombian Civil Aviation Authority (Unidad Administrativa Especial de Aeronáutica Civil) (“CCAA”), the Civil Aviation Authority of El Salvador (Autoridad de Aviación Civil) (“AAC”), the Civil Aviation Authority of Costa Rica (Dirección General de Aviación Civil), the Ecuadorian Civil Aviation Authority (Dirección General de Aviación Civil) (“Ecuadorian DGAC”), the International Air Transport Association (“IATA”), the Latin American and Caribbean Air Transport Association (“ALTA”) and other third-party sources, governmental agencies or industry or general publications.
Information for which no source is cited has been prepared by us on the basis of our knowledge of Latin American airline markets and other information available to us. The methodologies and terminologies used by different sources are not always consistent, and data from different sources are not readily comparable. In addition, other sources use methodologies that are not identical to ours and may produce results that differ from our own estimates. Although we have not independently verified the information contained in this annual report concerning competitive positions, market shares, market sizes, market growth or other similar data that is based upon third-party sources or industry or general publications, we consider these sources and publications to be generally reliable.
CERTAIN TERMS
This annual report contains the following terms relating to us and to our business and operating performance, several of which are commonly used in the airline industry:
“Aircraft utilization” represents the average number of block hours operated per day per aircraft for an aircraft fleet.
“Amended and Restated Joint Action Agreement” means the agreement dated as of November 29, 2018 by and between Avianca Holdings S.A., Kingsland, BRW, United and Synergy.
“Available seat kilometers,” or ASKs, represents aircraft seating capacity multiplied by the number of kilometers the seats are flown.
“Available ton kilometers,” or ATKs, represents cargo ton capacity multiplied by the number of kilometers the cargo is flown.
“Avianca” means Aerovías del Continente Americano – Avianca S.A.
“Avianca Costa Rica” means Avianca Costa Rica S.A., formerly named Líneas Aéreas Costarricenses, S.A.
“Avianca Ecuador” means Avianca Ecuador S.A., formerly named Aerolíneas Galápagos S.A. – Aerogal.
“Avianca Holdings” means Avianca Holdings S.A.
“Avianca Leasing” means Avianca Leasing, LLC.
“Avianca Peru” means Avianca Peru S.A., formerly named Trans American Airlines S.A. As of the date of this annual report, Avianca Peru has initiated a voluntary dissolution and liquidation process. For more information, see “Item 4. Information on the Company—B. Business Overview—Recent Developments—Dissolution and Liquidation of Avianca Peru.”
“Block hours” means the elapsed time between an aircraft leaving an airport gate and arriving at an airport gate.
“BRW” means BRW Aviation LLC, a Delaware limited liability company and wholly owned subsidiary of Synergy, that as of the date of this annual report holds 515,999,999, or 78.1% of our voting common shares, which represents 51.5% of our total outstanding shares. BRW is owned by BRW Aviation Holding LLC (“BRW Holding”), which is owned by Synergy, a company indirectly controlled by Mr. José Efromovich and his brother Mr. Germán Efromovich.
 
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“CASK” represents operating expenses divided by ASKs.
“CASK excluding fuel” represents operating expenses less fuel expenses divided by ASKs.
“Code share alliance” means our code share agreements with other airlines with which we have business arrangements to share the same flight. A seat can be purchased on one airline but is actually operated by a cooperating airline under a different flight number or code. The term “code” means the identifier used in flight schedules, generally the two-character IATA airline designator code and flight number. Code share alliances allow greater access to cities through a given airline’s network without the need to offer extra flights and makes connections simpler by allowing single bookings across multiple planes.
“Copa” means Compañía Panameña de Aviación, S.A., including, as applicable, certain of its subsidiaries and affiliates relevant in the context of the United Copa Transaction.
“Cost per available seat kilometer,” or CASK, represents operating expenses divided by ASKs.
“ECA” means export credit agency.
“ECA financing” means a financing provided or guaranteed by any ECA.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“IFRS” means the International Financial Reporting Standards and applicable accounting requirements set by the International Accounting Standards Board or any successor thereto, as in effect from time to time.
“Independent Third Party” means the person that United and BRW identify and select, after consultation with Kingsland and as soon as reasonably practicable after the date of execution of the Amended and Restated Joint Action Agreement, to exercise certain rights that have been delegated by Kingsland in relation to the Amended and Restated Joint Action Agreement and the Company’s charter (pacto social), including the right to vote Kingsland’s shares, the right to approve certain strategic and operational transactions and any other rights afforded to shareholders generally under the Amended and Restated Joint Action Agreement and the Company charter, except for, among others, Kingsland’s rights in connection with the composition of Avianca Holdings’ board of directors, Kingsland’s tag-along rights as specified in the Amended and Restated Joint Action Agreement and all statutory rights afforded to Kingsland as a shareholder of Avianca Holdings under certain rules of Panamanian law. Until election of such Independent Third Party by United and BRW, the Independent Third Party is Kingsland. As of the date of this annual report, the Independent Third Party has not been appointed by United and BRW. For more information, see “Exhibit 2.3.17—Amended and Restated Joint Action Agreement” and “Exhibit 2.47—Share Rights Agreement.”
“Joint Action Agreement” means the agreement dated September 11, 2013, as amended March 24, 2015, between Avianca Holdings, Kingsland and Synergy.
“Joint Business Agreement” means the agreement dated November 29, 2018 by and between certain members of the Avianca Holdings group, United, Copa and Aerorepublica, S.A.
“Kingsland” means Kingsland Holdings Limited, a company incorporated under the laws of the Commonwealth of the Bahamas, which is indirectly wholly owned by the Atlantis Trust. Mr. Roberto Kriete and his family have dispositive voting power of Kingsland’s shares.
“Load factor” represents the percentage of aircraft seating capacity that is actually utilized and is calculated by dividing revenue passenger kilometers by ASKs, unless stated otherwise.
“NICA” means Nicaraguense de Avíacíón S.A.
“Operating revenue per available seat kilometer,” or RASK, represents operating revenue divided by ASKs.
“Passenger operating revenue per available seat kilometer,” or PRASK, represents passenger operating revenue divided by ASKs.
“Revenue passenger kilometers,” or RPKs, represent the number of kilometers flown by revenue passengers.
 
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“Revenue passengers” represents the total number of paying passengers (which do not include passengers redeeming LifeMiles (previously named AviancaPlus or Distancia) frequent flyer miles or other travel awards) flown on all flight segments (with each connecting segment being considered a separate flight segment).
“Revenue ton kilometers,” or RTKs, represents the total cargo tonnage uplifted multiplied by the number of kilometers the cargo is flown.
“Share Rights Agreement” means the agreement dated as of November 29, 2018 by and between Avianca Holdings, Kingsland, BRW and United.
“Synergy” means Synergy Aerospace Corp, indirectly controlled by Mr. José Efromovich and his brother Mr. Germán Efromovich, and which is the indirect controlling shareholder of BRW.
“Taca” means Grupo Taca Holdings Limited.
“Taca International” means Taca International Airlines S.A.
“Tampa Cargo” means Tampa Cargo S.A.S.
“Technical dispatch reliability” represents the percentage of scheduled flights that are not delayed at departure more than 15 minutes or cancelled, in each case due to technical problems.
“United” means United Airlines, Inc., including, as applicable, certain of its subsidiaries and affiliates relevant in the context of the United Copa Transaction.
“United Approval Notice” means a notice given by United pursuant to the Share Rights Agreement, pursuant to which United notifies the other parties to the Share Rights Agreement that (i) United has determined that its exercise of any or all of the rights that have been delegated to the Independent Third Party by Kingsland can be exercised by United or its designee without this exercise constituting “control” within the meaning of such term within any of United’s collective bargaining agreements or other material agreements, or (ii) United is otherwise prepared to exercise any or all of such rights.
“United Copa Transaction” means the three-way joint business arrangement between Avianca, United and Copa signed on November 29, 2018 to effect a strategic and commercial partnership among the airlines covering routes between the United States and Central and South America (excluding Brazil), which, as of the date of this annual report, remains subject to antitrust approval.
“United Loan” means the loan agreement dated as of November 29, 2018 between BRW Aviation LLC, as borrower, BRW Holding, as guarantor, United, as lender, and Wilmington Trust, National Association (“Wilmington Trust”), as administrative and collateral agent.
“Yield” represents the average amount one passenger pays to fly one kilometer, or passenger revenue divided by RPKs, unless stated otherwise.
FORWARD LOOKING STATEMENTS
This annual report includes forward-looking statements, principally under the captions “Item 4. Information on the Company—B. Business Overview,” “Item 3. Key Information—D. Risk Factors” and “Item 5. Operating and Financial Review and Prospects.” Our estimates and forward-looking statements are mainly based on our expectations as of the date of this annual report and estimates on events and trends that affect or may affect our business, financial condition, results of operations, liquidity and prospects. They are made considering information currently available to us and are not guarantees of future performance. Although we believe that these estimates and forward-looking statements are based upon assumptions that we believe to be reasonable in all material respects, they are subject to several risks, uncertainties and assumptions.
Our estimates and forward-looking statements may be affected by the following factors, among others:
 
 	•	 	developments relating to our Chapter 11 proceedings and our ability to effectively implement a reorganization plan;	
 
 	•	 	uncertainty regarding the terms of a reorganization plan;	
 
 	•	 	conflicting interests among the multiple parties on which our restructuring efforts depend;	
 
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 	•	 	the sufficiency of the DIP facility to allow us to continue our operations;	
 
 	•	 	our ability to successfully emerge from Chapter 11, which will be contingent upon numerous factors, including our ability to obtain new financing upon our emergence from Chapter 11, general economic, political and business conditions in our core markets of Colombia, Ecuador and Central America and the other geographic markets we serve;	
 
 	•	 	developments relating to the spread of COVID-19 and government measures to address it;	
 
 	•	 	our ability to develop financing structures with the governments of the key markets in which we operate;	
 
 	•	 	our level of debt and other fixed obligations and our ability to meet our payment obligations and to comply with the covenants set forth in our financing agreements;	
 
 	•	 	our ability to obtain financing and the terms of such financing, including our ability to refinance existing indebtedness;	
 
 	•	 	any change in our controlling shareholders and any consequences of such change in control, including under our financing and other material agreements;	
 
 	•	 	our ability to successfully implement our strategy, including our ability to increase operating efficiency, reduce costs and increase our operating margin;	
 
 	•	 	demand for passenger and cargo air services in the markets in which we operate;	
 
 	•	 	competitive pressures on pricing;	
 
 	•	 	our capital expenditures;	
 
 	•	 	changes in the regulatory environment in which we operate;	
 
 	•	 	fluctuations of crude oil prices and its effect on fuel costs;	
 
 	•	 	changes in labor costs, maintenance costs and insurance premiums;	
 
 	•	 	changes in market prices, customer demand and preferences and competitive conditions;	
 
 	•	 	terrorist attacks and the possibility or fear of such attacks affecting the airline industry;	
 
 	•	 	threats or outbreaks of diseases or natural disasters affecting traveling behavior and imports or exports;	
 
 	•	 	cyclical and seasonal fluctuations in our operating results;	
 
 	•	 	defects or mechanical problems with our aircraft; and	
 
 	•	 	the risk factors discussed under “Item 3. Key Information—D. Risk Factors.”	
The words “believe,” “may,” “should,” “would,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “will,” “expect,” “plan” and similar words are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, strategies for reducing costs and increasing operational efficiency, potential selected growth opportunities, the effects of regulation and the effects of competition. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or to revise any forward-looking statements after we distribute this annual report because of new information, events or other factors. In light of the risks and uncertainties described above, the future events and circumstances discussed in this annual report might not occur or come into existence and forward-looking statements are not guarantees of future performance. Considering these limitations, you should not place undue reliance on forward-looking statements contained in this annual report.
 
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PART I
 
Item 1.	Identity of Directors, Senior Management and Advisers	
Not applicable.
 
Item 2.	Offer Statistics and Expected Timetable	
Not applicable.
 
Item 3.	Key Information	
 
A.	Capitalization and Indebtedness	
Not applicable.
 
B.	Reasons for the Offer and Use of Proceeds	
Not applicable.
 
C.	Risk Factors	
An investment in the American Depositary Shares (“ADSs”) representing our preferred shares involves a high degree of risk. You should carefully consider the risks described below, as well as other information included in this annual report, before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks. The trading price of the ADSs could decline due to any of these risks, and you may lose all or part of your investment. The risks described below are those known to us that we believe as of the date of this annual report may materially affect us.
For purposes of this section, when we state that a risk, uncertainty or problem may, could, would or will have an “adverse effect” on us or “adversely affect” us, we mean that the risk, uncertainty or problem could have an adverse effect on our ability to emerge from Chapter 11 proceedings and implement a reorganization plan, as well as on our business, financial condition, results of operations, cash flow, prospects, reputation and/or the trading price of the ADSs, except as otherwise indicated. You should view similar expressions in this section as having similar meanings.
Risks Relating to Our Chapter 11 Proceedings
We are subject to the risks and uncertainties associated with our Chapter 11 proceedings.
As a consequence of our filing Chapter 11 petitions, our operations and our ability to develop and execute our business plan, as well as our continuation as a going concern, will be subject to the risks and uncertainties associated with bankruptcy. These risks include our ability to:
 
 	•	 	confirm and consummate a plan of reorganization with respect to our Chapter 11 proceedings;	
 
 	•	 	obtain sufficient financing, including for working capital once we emerge from bankruptcy and execute our business plan post-emergence, as well as comply with the terms and conditions of that financing;	
 
 	•	 	maintain our relationships with our creditors, suppliers, service providers, customers, directors, officers and employees; and	
 
 	•	 	maintain contracts that are critical to our operations on reasonably acceptable terms and conditions.	
We will also be subject to risks relating to, among others:
 
 	•	 	the high costs of bankruptcy proceedings and related fees;	
 
 	•	 	the ability of third parties to seek and obtain court approval to (i) terminate contracts and other agreements with us, (ii) shorten the exclusivity period for us to propose and confirm a Chapter 11 plan or (iii) convert the Chapter 11 proceedings to Chapter 7 liquidation proceedings; and	
 
 	•	 	the actions and decisions of our creditors and other third parties who have interests in our Chapter 11 proceedings that may be inconsistent with our plans.	
 
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 	•	 	the difficulty in contracting adequate insurance and the need to pay higher insurance premiums due to our increased liability.	
Any delays in our Chapter 11 proceedings increase the risks of our inability to reorganize our business and emerge from bankruptcy and may increase our costs associated with the reorganization process.
Because of the many risks and uncertainties associated with a voluntary filing for relief under Chapter 11 and the related proceedings, we cannot accurately predict or quantify the ultimate impact that events that occur during our Chapter 11 proceedings may have on us and there is no certainty as to our ability to continue as a going concern.
Additionally, our Chapter 11 proceedings require us to seek exit financing to refinance our debtor-in-possession financing and fund operations. If we are unable to obtain such financing on favorable terms or at all, our chances of successfully reorganizing our business may be seriously jeopardized and the likelihood that we instead will be required to liquidate our assets may be enhanced. Furthermore, we cannot predict the ultimate amount of all settlement terms for the liabilities that will be subject to our plan of reorganization. Even once a plan of reorganization is approved and implemented, we may be adversely affected by the possible reluctance of prospective lenders and other counterparties to do business with a company that has recently emerged from Chapter 11 proceedings.
We may not be able to obtain confirmation of a Chapter 11 plan of reorganization.
To emerge successfully from bankruptcy court protection as a viable entity, we must meet certain statutory requirements with respect to adequacy of disclosure regarding a plan of reorganization, solicit and obtain the requisite acceptances of our plan, demonstrate the feasibility of our plan to the bankruptcy court by a preponderance of the evidence and fulfill other statutory conditions for confirmation of our plan, which have not occurred to date. The confirmation process can be subject to numerous unanticipated potential delays. We cannot assure you that a plan of reorganization will be approved by the bankruptcy court.
The success of any reorganization will depend on approval by the bankruptcy court and the willingness of our creditors to agree to the exchange or modification of their claims as will be outlined in a plan of reorganization, and there can be no guarantee of success with respect to any plan of reorganization. We may receive objections to confirmation of any plan of reorganization from various stakeholders in our Chapter 11 proceedings. We cannot predict the impact that any objection to or third party motion during our Chapter 11 proceedings may have on the bankruptcy court’s decision to confirm a plan of reorganization or our ability to complete a plan of reorganization.
If a plan of reorganization is not confirmed by the bankruptcy court, it is unclear whether we would be able to reorganize our business and what, if any, distributions holders of claims against us, including holders of the ADSs, would ultimately receive with respect to their claims. There can be no assurance as to whether or when we will successfully reorganize and emerge from our Chapter 11 proceedings. If no plan of reorganization can be confirmed, or the bankruptcy court finds that it would be in the best interest of creditors, the bankruptcy court may convert our Chapter 11 proceedings to cases under Chapter 7 of the bankruptcy code. In such event, a Chapter 7 trustee would be appointed or elected to liquidate our assets for distribution in accordance with the priorities established by the bankruptcy code.
The pursuit of our Chapter 11 proceedings has consumed, and will continue to consume, a substantial portion of the time and attention of our management, which may adversely affect us, and we may face increased levels of employee attrition.
It is impossible to predict with certainty the amount of time that we could spend in our Chapter 11 proceedings or to assure parties in interest that a plan of reorganization will be confirmed. Our Chapter 11 proceedings may involve additional expense and our management will be required to spend a significant amount of time and effort focusing on the proceedings. This diversion of attention may adversely affect us, particularly if the Chapter 11 proceedings are protracted.
During the pendency of the Chapter 11 proceedings, our employees will face considerable distraction and uncertainty, and we may experience increased levels of employee attrition. A loss of key personnel or material erosion of employee morale could impair our ability to execute our strategy and implement operational initiatives, thereby adversely affecting us.
 
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We have substantial liquidity needs and may not be able to obtain sufficient liquidity to confirm a plan of reorganization and exit our Chapter 11 proceedings successfully.
Although we have taken multiple measures to reduce our expenses and have reduced the scale of our operations significantly, mainly as a result of developments relating to the spread of COVID-19, our business remains capital intensive. In addition to the cash requirements necessary to fund our ongoing operations, we have incurred significant professional fees and other costs in connection with our reorganization and expect that we will continue to incur significant professional fees and costs throughout our Chapter 11 proceedings. There are no assurances that our liquidity is sufficient to allow us to satisfy our obligations related to our Chapter 11 proceedings, to proceed with the confirmation of a Chapter 11 plan of reorganization and to emerge successfully from our Chapter 11 proceedings.
We can provide no assurance that we will be able to secure additional interim financing or exit financing sufficient to meet our liquidity needs. Our liquidity, including our ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) our ability to comply with the terms and conditions of the cash management order entered by the bankruptcy court in connection with our Chapter 11 proceedings, (ii) our ability to maintain adequate cash on hand, (iii) our ability to generate cash flow from operations, which depends largely on factors beyond our control relating to developments deriving from the spread of COVID-19, (iv) our ability to confirm and consummate a Chapter 11 plan of reorganization and (v) the cost, duration and outcome of the Chapter 11 proceedings.
Any Chapter 11 plan of reorganization that we may implement will be based in large part upon assumptions and analyses developed by us. If these assumptions and analyses prove to be incorrect, our plan may be unsuccessful in its execution.
Any plan of reorganization we may implement could affect our capital structure and operation of our business and will reflect assumptions and analyses based on our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we consider appropriate under the circumstances. Whether actual future results and developments will be consistent with our expectations and assumptions depends on a number of factors, including but not limited to: (i) our ability to change substantially our capital structure, (ii) our ability to obtain adequate liquidity and access financing sources, (iii) our ability to maintain customers’ confidence in our viability as a going concern, (iv) our ability to retain key employees and (v) the overall strength and stability of general macroeconomic conditions. In light of the many uncertainties and risks deriving from developments relating to the spread of COVID-19, these factors and their effect on us are highly unpredictable.
In addition, any Chapter 11 plan of reorganization will rely upon financial projections that are necessarily speculative, and it is likely that one or more of the assumptions and estimates that are the basis of these financial forecasts will not be accurate. In our case, the forecasts will be even more speculative than normal because of the many uncertainties we face relating to macroeconomic conditions in the countries in which we operate, depressed demand for air travel and severe travel restrictions imposed by governments, all as a result of developments relating to the spread of COVID-19. Accordingly, we expect that our actual financial condition and results of operations will differ, perhaps materially, from what we have anticipated. Consequently, there can be no assurance that the results or developments contemplated by any plan of reorganization we may implement will occur or, even if they do occur, that they will have the anticipated effects on us or our business or operations. The failure of any such results or developments to materialize as anticipated could materially and adversely affect the successful execution of any plan of reorganization.
Even if a Chapter 11 plan of reorganization is consummated, we may not be able to achieve our stated goals and continue as a going concern.
Even if a Chapter 11 plan of reorganization is consummated, we will continue to face a number of risks, including further depressed demand for air travel and challenging economic conditions as a result of developments relating to the spread of COVID-19 or otherwise. Accordingly, we cannot guarantee that a Chapter 11 plan of reorganization will achieve our stated goals and permit us to effectively implement our strategy.
Furthermore, even if our debts are reduced or discharged through a plan of reorganization, we may need to raise additional funds through public or private debt or equity financing or other various means to fund our business after the completion of our Chapter 11 proceedings. Our access to additional financing is, and for the foreseeable future will likely continue to be, limited, if it is available at all. Therefore, adequate funds may not be available when needed or may not be available on favorable terms.
 
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Our Chapter 11 proceedings may adversely affect our ability to maintain important relationships with creditors, customers, suppliers, employees and other personnel and counterparties, which could materially and adversely affect us.
Our Chapter 11 proceedings may adversely affect our commercial relationships and our ability to negotiate favorable terms with important stakeholders and counterparties. As part of our Chapter 11 proceedings, our creditors and bondholders will not receive complete recovery for their claims. Further, public perception of our continued viability may also adversely affect our relationships with customers and their loyalty to us. Strains in any of these relationships could materially and adversely affect us.
Risks Relating to Our Business
Developments relating to the outbreak of COVID-19 have already materially and adversely affected, and may further materially and adversely affect, us.
In December 2019, cases of COVID-19 were first reported in Wuhan, China, and the virus has now spread globally. The World Health Organization declared COVID-19 a pandemic and, in March 2020, governments around the world, including those of the United States, Colombia and most Latin American countries, declared states of emergency in their respective jurisdictions and implemented measures to halt the spread of the virus, including enhanced screenings, quarantine requirements and severe travel restrictions.
Following orders by the governments of Colombia and of other countries in which we operate, we have temporarily ceased international passenger operations to and from Colombia, ceased all Colombian domestic passenger flight operations and cancelled all passenger flights to and within El Salvador and Ecuador. As a result of these measures, substantially all of our passenger flights have been cancelled and our corresponding fleet has been grounded.
New waves of COVID-19 have started to emerge in certain countries in which we operate and may continue to spread, including novel and variant strains of the virus. Considering the variant strains, governmental regulations were imposed in various countries mandating new social distancing measures and other closures to pace the numbers of infected population. Further, vaccines are being distributed worldwide and a share of the world population is already immune to the virus.
The spread of COVID-19 and the government measures taken to address it have had a material and adverse effect on the airline industry and on us and have resulted in unprecedented revenue and demand drop as well as overall macroeconomic uncertainty. We cannot foresee or quantify the extent of the impact of COVID-19 on our operational and financial performance, which will depend on developments relating to the spread of the outbreak, the duration and extent of quarantine measures and travel restrictions and the impact on overall demand for air travel, all of which are highly uncertain and cannot be predicted.
Regular operations began gradually on June 15th, 2020. For the month of December 2020, we operated 87 routes, which represented 37% of the capacity we offered during the same period of the previous year, before the COVID-19 pandemic, serving 65 destinations in 22 countries. In total, during 2020 we carried 7.8 million passengers and operated 72,000 flights.
For the months of January, February and March 2021, we operated 91, 83 and 65 routes and served 66, 63 and 53 destinations respectively, which represented 58%, 54% and 43% of the capacity we offered during the same period last year, before the COVID-19 pandemic.
For information on the measures we have taken in response to developments relating to the spread of COVID-19, see “Item 4. Information on the Company—B. Business Overview—Recent Developments—Developments Relating to COVID-19.”
BRW has pledged its common shares of Avianca Holdings to secure its obligations under the United Loan Agreement. BRW is in breach of certain provisions of the United Loan and United has commenced the exercise of remedies against BRW and its holding company, BRW Holding.
 
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In November 2018, under the terms of the United Loan Agreement, BRW pledged to Wilmington Trust, as collateral agent for the benefit of United, 78.1% of our common shares (the “BRW Pledged Shares”), among other assets, as security for BRW’s obligations under the United Loan Agreement. In addition, Kingsland pledged to Wilmington Trust, as collateral agent for the benefit of United, all of the common shares that it owns in Avianca Holdings (representing 21.9% of our common shares) as security for the payment and performance of certain contractual obligations owed by Kingsland to United under certain contractual arrangements, including an upside sharing agreement, a put option agreement and a cooperation agreement.
Following defaults by BRW under the United Loan Agreement, United accelerated the United Loan Agreement and, in May 2019, commenced the exercise of remedies against BRW and BRW Holding. Pursuant to the terms of the United Loan Agreement, United appointed Kingsland as the Independent Third Party entitled to exercise voting control over BRW and, as a result, BRW Holding (and, indirectly, Synergy) lost the right to direct the manner in which BRW votes the BRW Pledged Shares. Through its ownership of our common shares and its authority as manager of BRW (with the right to direct the voting of the BRW Pledged Shares), Kingsland assumed voting control over Avianca Holdings.
While economic ownership of the BRW Pledged Shares has not been transferred, future enforcement actions may include Kingsland and/or United taking steps to enforce the share pledge and ultimately foreclose on the BRW Pledged Shares, resulting in a sale of Avianca Holdings to a third party. Unless such sale or transfer is made to United or Kingsland, this change of control could constitute an event of default under several of our financing agreements, including material bilateral and multi-lender credit facilities, our senior notes and all of our ECA financings covering a substantial portion of our aircraft fleet, unless a waiver is obtained from the relevant creditors. While we have secured waivers of such change of control events of default relating to certain possible purchasers of our equity from certain of our creditors, there are a number of different definitions of change of control in our financing agreements, and any future determination of whether a change of control has occurred may be a complex assessment and may not be without doubt.
Furthermore, any breach of the obligations of Kingsland that are owed to United and secured by the common shares that Kingsland owns may also entitle United to take enforcement action in respect of such shares. We cannot assure you that, as a consequence of these arrangements, our current controlling shareholders will keep their majority stake and/or exclusive voting control in Avianca Holdings. Finally, we cannot assure you that BRW Holding will not regain voting control of the common shares of BRW.
As of the date of this annual report, creditor claims regarding defaults under our payment obligations and other covenants are subject to developments relating to our Chapter 11 proceedings and we cannot assure you the outcome of these proceedings. In addition, we cannot assure you there will not be a change of control if and when we emerge from Chapter 11.
If BRW Holding (and, indirectly, Synergy) prevails in its claim against Kingsland and United, and/or repays the amounts due under the United Loan Agreement, it could regain control of our common shares.
In May 2019, Kingsland filed a complaint against BRW and BRW Holding seeking, among other things, to foreclose on the collateral under the United Loan Agreement. In July 2019, BRW and BRW Holding filed a response to such complaint together with a counterclaim seeking, among other things, to dismiss Kingsland’s petitions and to recover its voting rights in Avianca Holdings, including the right to direct the voting of the BRW Pledged Shares. Neither we nor our subsidiaries are party to these claims.
The outcome of the claim between Kingsland and BRW and BRW Holding is, as of the date of this annual report, uncertain. If BRW and BRW Holding were to prevail in their requests, BRW Holding (and, indirectly, Synergy) could regain control of our common shares, including the right to direct the manner in which BRW votes the BRW Pledged Shares. Likewise, BRW Holding could, at any time, repay the amounts due under the United Loan Agreement and recover the ownership of our common shares and its voting rights.
If BRW Holding (and, indirectly, Synergy) recovers its rights to our common shares, it would become our controlling shareholder, with effective voting control, and would likely make significant changes to our board of directors and management. This voting control would give it the power to control certain actions that require shareholder approval under our articles of association, including approval of mergers and other business combinations and changes to our articles of association. This voting control could cause transactions to occur that might not be beneficial holders of the ADSs and could prevent transactions that would be beneficial to holders of the ADSs. In addition, BRW Holding would not be precluded from causing our direct parent company, Synergy, from
 
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selling the controlling interest in us to a third party. This could trigger a change of control that could ultimately constitute a default under certain of our financing facilities which could materially and adversely affect us. As of the date of this annual report, the outcome of these claims is subject to, among other things, developments relating to our Chapter 11 proceedings.
The United Copa Transaction is subject to approvals, consents and clearances from regulatory authorities in multiple jurisdictions in North, Central and South America and could be subject to conditions that could prevent or materially affect its consummation and, if approved, we may not extract its full anticipated benefits.
In November 2018, Avianca entered into the United Copa Transaction to enhance our passenger and cargo services between the United States and 19 countries in Latin America. Under the expected partnership terms, we plan to share revenue, integrate services and coordinate pricing and schedules with United and Copa for service in these regions to align frequent flyer programs, coordinate flight schedules and improve airport facilities. There can be no assurances, however, that the United Copa Transaction will be consummated, as it remains, as of the date of this annual report, subject to regulatory approvals, consents and clearances in multiple jurisdictions, which will likely be delayed as a result of developments relating to the COVID-19 outbreak, or that, if consummated, unexpected transaction costs will not arise or that the full expected benefits of the transaction will materialize.
We have experienced recent ratings downgrades.
Major rating agencies, including Fitch Ratings (“Fitch”) and Standard & Poor’s Financial Services LLC (“S&P”), have recently downgraded our credit ratings, suggesting the likelihood that we will be able to repay our existing debt obligations has diminished. On April 2, 2020, amid developments relating to the spread of COVID-19, Fitch downgraded our credit rating from “CCC+” to “C,” followed by a subsequent downgrade in May 2020, following our filing for Chapter 11 proceedings, to “D.” In March 2020, S&P downgraded our credit rating from “B-” to “CCC” amid developments relating to the spread of COVID-19, followed by subsequent downgrades in May 2020 to “CCC-” and, following our filing for Chapter 11 proceedings, to “D”. As of the date of this report, both S&P and Fitch Ratings maintain the company’s credit rating at “D”.
We have significant indebtedness, fixed financing and other costs and our debt and lease financing agreements contain restrictive covenants and events of default that impose significant operating and financial restrictions on us.
As of December 31, 2020, we had $6,281.3 million of total debt outstanding and our interest expense in 2020 was $378.3 million. In addition, as of December 31, 2020, we had purchase agreements to acquire 88 aircraft to be delivered between 2024 and 2029. In January 2020, we amended certain of these purchase agreements to postpone aircraft deliveries initially scheduled for between 2020 and 2024 for delivery between 2025 and 2029. We expect to incur additional indebtedness in connection with these purchase obligations, which are subject to developments relating to our Chapter 11 proceedings.
Our leverage may impair our ability to obtain additional financing for working capital, capital expenditures, acquisitions or other important needs or to do so on acceptable terms. In addition, we may be required to direct a substantial portion of our cash flow to the payment of principal and interest on our indebtedness, which could impair our liquidity and reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other important needs. Our leverage may also increase the possibility of an event of default under the financial and operating covenants contained in our debt instruments and limit our ability to adjust to rapidly changing conditions in the market or the airline industry, reducing our ability to withstand competitive pressures and making us more vulnerable to a downturn in general economic conditions or business than our competitors that are less leveraged.
Additionally, our debt and lease financing agreements contain restrictive covenants and events of default that impose significant operating and financial restrictions on us, including limitations on our ability to incur additional debt, create liens and make certain investments. As of the date of this annual report, creditor claims regarding defaults under our payment obligations and other covenants are subject to developments relating to our Chapter 11 proceedings. We expect that we will need to refinance a portion of our DIP financing in order to emerge from Chapter 11; we may otherwise face the risk of liquidation under Chapter 7 of the Bankruptcy Code. Moreover, as part of our Chapter 11 proceedings, our creditors and bondholders will not receive complete recovery for their claims.
 
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Any violation or alleged violation of anti-corruption, anti-bribery, anti-money laundering and sanctions laws could adversely affect us.
We are subject to several anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”). The FCPA generally prohibits companies and their intermediaries from making improper payments to foreign officials with the purpose of obtaining or keeping business and/or other benefits. There can be no assurance that our employees, executives, board members, agents and the companies to which we outsource certain of our business operations, will not take actions in violation of our anti-corruption, anti-bribery and anti-money laundering policies or applicable law, for which we may be ultimately held responsible. Any allegations or investigation relating to such violations may harm our reputation and adversely affect us.
Through our internal processes, we discovered a business practice whereby company employees, which may include members of our senior management, as well as certain members of our board of directors, provided “things of value,” which we currently believe to have been limited to free and discounted airline tickets and upgrades, to government employees in certain countries. We commenced an internal investigation and retained outside counsel and a forensic investigatory firm to determine whether this practice may have violated the FCPA or other potentially applicable anti-corruption laws. Based on our internal investigation to date, we have improved our policies and implemented additional controls designed to screen the recipients of tickets and to restrict the issuance of free or discounted tickets to government employees. On August 13, 2019, we voluntarily disclosed this investigation to both the U.S. Department of Justice and the SEC, and we are cooperating with both agencies. We also disclosed this investigation to the Colombian Financial Superintendency (Superintendencia Financiera de Colombia, “SFC”) and the Colombian Office of the Attorney General, and we are cooperating with them. As of the date of this report, the investigations remain ongoing.
In January 2020, our primary aircraft supplier Airbus entered into a settlement with authorities in France, the United Kingdom and the United States regarding corrupt business practices. Airbus’ settlement with French authorities references a possible request by an Avianca “senior executive” in 2014 for an irregular commission payment, which was ultimately not made. As a result of this development, we have voluntarily initiated an internal investigation to analyze our commercial relationship with Airbus and to determine if we have been the victim of any improper or illegal acts. We have disclosed this internal investigation to the U.S. Department of Justice and the SEC, as well as the Superintendency of Industry and Commerce and the Colombian Office of the Attorney General. We are cooperating with all agencies. Our internal investigations are not complete and we cannot predict the outcome of these internal investigations or what potential actions may be taken by the U.S. Department of Justice, the SEC or local regulators or officials. If it is found that these business practices violated the FCPA or other similar laws applicable to us, or we were at any time not in compliance with any other laws governing the conduct of our business, we could be subject to criminal and civil remedies, including sanctions, monetary penalties and regulatory actions, which could materially and adversely affect us. The senior executive is no longer employed by the company and as of the date of this report, no criminal or civil actions or remedies have been brought against the company by any authority. As of the date of this report, the investigations remain ongoing.
In 2019, we became aware that we were subject to U.S. jurisdiction for purposes of certain U.S. sanctions laws and regulations administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury as a result of the November 2018 transfer by Synergy of approximately 78% of our voting common shares to BRW, a Delaware limited liability company wholly owned by Synergy. We engaged outside counsel and identified that our regularly scheduled commercial passenger flights between cities in Central and South America and Havana, Cuba and related Cuba operations may have constituted inadvertent violations of U.S. sanctions laws and regulations, specifically, of the U.S. Cuban Assets Control Regulations (the “CACR”). In September, October and November 2019, we submitted to OFAC a voluntary self-disclosure addressing these potential inadvertent violations. We no longer operate any flights to Cuba, nor do we maintain commercial activities in Cuba or sell any passenger or cargo tickets or other bookings involving Cuba (including via our codeshare and interline partners). We remain in the process of reimbursing certain passengers whose travel to Havana was canceled as a result of these measures. Furthermore, we have revised our loyalty processes and implemented action plans to block calls, freeze members’ accounts and stop new members’ enrollment that may come from OFAC sanctioned countries, including Cuba. In addition, and as a part of a new development, any access made or intended from an IP from sanctioned countries will be blocked and a message will be displayed with terms similar to: “this services/page is not available
 
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in your country”. OFAC countries will not appear as options for “residence address” or “mailing address” upon enrollment of new members. We have also issued written cancellations of all our contracts involving Cuban counterparties. As of the date of this report, the investigations remain ongoing.
If our new aircraft are not delivered or placed into service on time and on competitive terms, which are subject to our Chapter 11 proceedings, or if new aircraft do not perform as expected, we may be adversely affected.
We have entered into aircraft purchase agreements and our fleet plan depends on the timely delivery of these aircraft, which is subject to several uncertainties, including production restraints of our suppliers, unexpected safety or other operational problems that could cause aircraft to be grounded, as has happened with Boeing MAX aircraft operated by other airlines, and our ability to obtain necessary aircraft financing.
Even if our new aircraft are delivered on time, any difficulties or delays in obtaining necessary certifications from regulatory authorities, registration of the aircraft or parts and other buyer-furnished equipment (such as in-flight entertainment systems), or any non-compliance of the new aircraft and their components with agreed specifications and performance standards, may materially and adversely affect us. For example, due to an industry-wide issue in 2018 and 2019 relating to Rolls Royce engines used on the Boeing 787 fleet, we experienced periods of unavailability of our Boeing 787 aircraft pending engine maintenance by Rolls Royce, which caused us to incur unanticipated costs.
Further, we may experience difficulties in integrating new aircraft into our fleet, including in relation to the additional costs, resources, space, personnel and time needed to hire and train new pilots, technicians and other skilled support personnel to operate new aircraft. Any failure to integrate newly purchased aircraft into our fleet as planned might require us to seek extensions of the terms for some of our existing leased aircraft, which may require us to operate existing aircraft beyond the point at which it is economically optimal to retire them, resulting in increased maintenance costs.
As of the date of this annual report, claims regarding defaults under our lease payment obligations and other covenants are subject to developments relating to our Chapter 11 proceedings.
Our maintenance costs will increase as our fleet ages, and we would be adversely affected due to unplanned stoppages related to maintenance.
As of December 31, 2020, our operating fleet had an average age of 8.72 years; our jet passenger operating fleet had an average age of 8.11 years; our cargo fleet had an average age of 17.45 years; and our turboprop operating fleet had an average age of 6.79 years. If our fleet ages and is not replaced or the warranties covering our fleet expire and are not renewed, we expect our maintenance expenses to increase significantly, both on an absolute basis and as a percentage of our operating expenses. Any significant increase in maintenance and repair expenses would adversely affect us.
Unplanned stoppages or suspensions of operations associated with planned or unplanned maintenance due to mechanical issues, including, for example, any design defect or mechanical problem that would cause our aircraft to be grounded during repair, would adversely affect our operation. We cannot assure you that we would succeed in obtaining all aircraft and parts to solve any defect or mechanical problem, or that we would do so in a timely manner, or that we would succeed in solving any defect or mechanical problem, which could result in a suspension of the operations of certain of our aircraft, potentially for a prolonged period of time, and could adversely affect us.
We depend on our strategic alliances and our commercial partnerships, such as our Star Alliance membership, in many countries where we operate in order to carry out our strategy. We would be adversely affected if any of our strategic alliances or commercial relationships were to terminate.
In many of the jurisdictions we operate in, we have found it in our interest to maintain a number of alliances and other commercial partnerships. We depend on these alliances and commercial partnerships to enhance our network and, in some cases, to offer our customers alternative services that we could not otherwise offer. If any of our strategic alliances and commercial partnerships, in particular with Star Alliance or its members, deteriorates, or are terminated, we would be adversely affected.
We are a party to codeshare agreements with various international air carriers, which provide that certain flight segments operated by us are held out as our codeshare partners’ flights, as the case may be, and that certain of our codeshare partners’ flights, as the case may be, are held out for sale as Avianca flights. In addition, these agreements
 
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provide that our LifeMiles members can earn miles on or redeem miles for these codeshare partners’ flights, as the case may be, and vice versa. We receive revenue from flights sold under these codeshare agreements. In addition, we believe that these arrangements are an important part of our LifeMiles program. The loss of a significant partner through bankruptcy, consolidation or otherwise could adversely affect us. We could also be adversely affected by the actions of one of our codeshare partners, for example, in the event of nonperformance of material obligations or misconduct, which could potentially result in us incurring liabilities, or poor delivery of services by one of our codeshare partners, which could adversely affect our brand and customer perceptions.
We may be adversely affected if LifeMiles loses business partners or if these business partners change their policies in relation to the granting of benefits to their clients.
LifeMiles relies on its main business partners (including over 100 financial services companies with which LifeMiles has co-branded credit card and miles conversion agreements) for a significant portion of its gross billings. A decrease in miles sold to one of LifeMiles’ key business partners for any reason, including a temporary or permanent downturn in their business or financial condition, a decrease in their activity or their development of new loyalty strategies for their respective clients, could adversely affect LifeMiles and its financial condition. In addition, a decision by one of these key partners to not participate in the LifeMiles program could adversely affect us.
Most agreements with LifeMiles’ business partners, other than Avianca, have terms of up to seven years and may be terminated or renewed under same or different terms when they expire. For example, co-branded credit card agreements with financial services companies typically have five to seven-year terms. Agreements with other business partners often have shorter terms. In addition, some of these agreements may be terminated prior to expiration in the case of any material uncured breach by LifeMiles. Any such termination or inability to renew these agreements could materially and adversely affect LifeMiles and, consequently, us.
We do not exercise control or influence over the commercial policy of several of LifeMiles’ partners. Some partners may freely change their policies for accumulating, transferring and redeeming miles, as well as develop their own platforms for clients to exchange points for rewards, including airline tickets issued by other airlines, and as a result reduce demand for and revenue generated by LifeMiles. Changes in these policies may (i) make the LifeMiles program less attractive or efficient for the clients of its partners and (ii) increase competition in the loyalty program sector, which in turn may reduce the demand for miles, increase downward pressure on the average price of miles and adversely affect LifeMiles. If the loyalty program sector does not grow enough to absorb new participants or if LifeMiles does not adequately react to the market or to the policies of its partners, LifeMiles and we may be adversely affected.
Any interruption, destruction or loss of data in our information technology systems, including at LifeMiles, due to cyberattacks could materially and adversely affect on our reputation, business, financial condition and results of operations.
We and our service providers are subject to a variety of information technology and system cyber threats as a part of our normal course of operations, including computer viruses or other malware, cyber-fraud, data breaches and destruction or interruption of our information technology systems by third parties or our own personnel. Any of these or other events could cause interruptions, delays, loss of critical or sensitive data, misappropriation of or unauthorized access to personal or sensitive data or failure to comply with regulatory or contractual obligations with respect to such information, which could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, any of which may adversely affect us. Our business, financial condition and results of operations. In an attempt to avoid materialization of potential risks, we have put in place cybersecurity governance which includes technological and process controls. Even though we will continue our efforts to protect the systems and information, these cyber threats are constantly evolving, therefore, we may not be able to prevent the materialization of all risks data breaches, incidents or cyber-attacks. We are not fully compliant with the latest PCI-DSS standards; Due to an important decrease in credit card transaction volume in 2020 caused by the COVID-19 pandemic VISA decided to exonerate Avianca from PCI compliance. Despite this decision, Avianca continues to work on achiving compliance in the future.
Like other large multinational corporations, we have experienced cybersecurity incidents. These incidents have not had a material impact on our operations, but we cannot assure that we will not experience additional incidents that may materially and adversely affect us.
 
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We rely on automated systems to operate our business, and any failure of these systems could adversely affect us.
We rely on automated systems and technology to operate our business, enhance customer service and reduce operating expenses. The performance and reliability of our automated systems and data center infrastructure is critical to our ability to operate our business and compete effectively. These systems include our computerized airline reservation system, flight operations system, telecommunications systems, website, engineering and maintenance systems, check-in kiosks, in-flight entertainment systems and our primary and secondary data centers. Our computerized airline reservation system, and website must be able to accommodate a high volume of traffic and deliver important flight information. These systems require upgrades or replacement periodically, which involve implementation and other operational risks. We may be adversely affected if we fail to operate, replace or upgrade our automated systems or data center infrastructure.
In certain cases, we rely on third-party providers of automated systems and data center infrastructure, including for technical support. If these providers were to fail to adequately provide technical support for any one of our automated systems or if new or updated components were not integrated smoothly, we could experience service disruptions, which could result in the loss of important data. Furthermore, our automated systems cannot be completely protected against events that are beyond our control, including natural disasters, computer viruses, other security breaches or telecommunications failures. Substantial or sustained failures in our automated systems could impact customer service and ticket sales. We cannot assure you that the security and disaster recovery measures and change control procedures we have implemented are adequate to prevent failures that could materially and adversely affect us.
If actual redemptions by LifeMiles members are greater than expected (other than redemptions in Avianca air tickets), or if the costs related to LifeMiles redemptions increase (other than costs of redemptions in Avianca air tickets), we could be adversely affected.
LifeMiles derives most of its revenues from the sale of miles. Based on historical data, the estimated weighted average period between the issuance of a mile and its redemption is approximately 10 months. However, LifeMiles cannot control the timing of the redemption of miles, or the number of miles ultimately redeemed. LifeMiles uses cash generated by the sale of miles to pay for redemption costs and maintains a cash reserve to cover estimated future redemptions. As a result, if the redemption costs that LifeMiles incurs in a given fiscal year exceed its available cash and new sales in that period, it may not have sufficient cash on hand to cover all actual redemption costs in that year or future years, which could materially and adversely affect it and us.
LifeMiles’ main operating expenses relate to the purchase of rewards, particularly airline tickets, in order to satisfy the redemption of miles by members. Because LifeMiles does not incur redemption-related costs for miles that are not redeemed and have expired, its profitability depends in part on the estimated percentage of miles issued that will never be redeemed by members, or “breakage.”
LifeMiles’ estimate of breakage is based on historical trends. We expect that breakage will decrease as LifeMiles expands its network of partners and makes a greater variety of rewards available to members. LifeMiles seeks to offset the decrease in breakage through increases in volume of miles sold and, where practicable, through adjustments to its pricing policy for miles sold to its partners. If actual redemptions exceed expectations and LifeMiles fails to increase the volume of its sales or to appropriately price its miles and rewards, its profitability and, consequently, our profitability could be adversely affected.
We depend on a limited number of suppliers for our aircraft and engines.
One of the elements of our business strategy is to reduce costs by operating a simplified aircraft fleet. However, as a result of this strategy, we are increasingly reliant on a small group of suppliers—Airbus and Boeing—and are thus vulnerable to problems associated with these suppliers, including, among others, in relation to design defects, mechanical problems, contractual performance, adverse public perceptions and regulatory actions. Supplier concentration risks also extend to the engines that power our aircraft.
If any of Airbus or Boeing or the manufacturers of the engines that power aircraft manufactured by them were unable to perform their contractual obligations, or if we are unable to acquire or lease new aircraft or engines from aircraft or engine manufacturers or lessors on acceptable terms, we would have to find alternative suppliers. If we have to lease or purchase aircraft from another supplier, we could lose the efficiency and other benefits we derive from our simplified aircraft fleet. We cannot assure you that any replacement aircraft would have the same operating
 
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advantages as the Airbus or Boeing aircraft that we operate or that we could lease or purchase engines that would be as reliable and efficient as the engines that currently power them. We may also incur substantial transition costs, including costs associated with retraining our employees, replacing our manuals and adapting our facilities. We may also be adversely affected by the failure or inability of Airbus or Boeing or the manufacturers of our engines to provide sufficient parts or related support services on a timely basis.
We would be materially and adversely affected if a design defect or mechanical problem with any of the types of aircraft that we operate were discovered that would ground any of our aircraft while the defect or problem was corrected, assuming it could be corrected at all. Operation of our aircraft could be suspended or restricted by regulatory authorities in the event of any actual or perceived mechanical or design problems. We would also be adversely affected if the public began to avoid flying with us due to an adverse perception of the types of aircraft that we operate stemming from safety concerns or other problems, whether real or perceived, or in the event of an accident involving those types of aircraft. Hidden system failures in aircraft could result in accidents leading to the loss of life of passengers and third parties and damage to third-party property. In 2018 and 2019, the Boeing 737MAX suffered two fatal accidents within six months and the aircraft has been widely grounded around the world. We do not have any Boeing 737MAX aircraft in our fleet or on order. If any of the types of aircraft we operate are subject to grounding, we would be materially and adversely affected. Airlines that operate a more diversified fleet are better positioned than we are to manage these types of events.
In the context of our Chapter 11 proceedings, certain of our agreements with suppliers may be rejected.
We are highly dependent on our hubs at Bogotá’s El Dorado International Airport and El Salvador’s International Airport and confront structural challenges at each of these airports.
We are highly dependent on our operations at our hubs in Bogotá and El Salvador, and will become increasingly dependent on our Bogotá hub as we streamline our network. Many of our routes operate through these hubs, which accounted for approximately 76% of our daily arrivals and departures in 2020 (with Bogotá accounting for 66%). The hub-and-spoke structure of many of our operations is particularly dependent on the on-time arrival of tightly coordinated groupings of flights to ensure that passengers can make timely connections to continuing flights.
As our operations become increasingly focused around our Bogotá hub, we will have to address challenges related to El Dorado International Airport, which faces significant traffic congestion due to the lack of capacity in ground and air operations. The reduced number of terminal parking stands and the recurring adverse weather conditions affect airport capacity and, consequently, our operations.
Like other airlines, we are subject to delays caused by factors beyond our control, including air traffic congestion at airports, adverse weather conditions and increased security measures, any of which could affect one or more of our hubs or other airports where we operate. Limited parking positions and infrastructure challenges are among the risks we face in trying to improve our operations at our hub airports and at other airports where we operate. Airport-related challenges inconvenience passengers, reduce aircraft utilization and increase costs, all of which adversely affect us.
We are in the process of incorporating new information technology systems and distortions and other disruptions may occur during the implementation period.
We may experience problems with the operation of our information technology systems or the information technology systems of third parties on which we rely, as well as the development and deployment of new information technology systems, any of which could adversely affect, or temporarily disrupt, all or a portion of our operations. As we implement these information technology upgrades, distortions may occur in the process of phasing-in. Accordingly, adjustments may be required during the phase-in period.
We cannot assure you that information technology failures will not occur as a result of the ongoing implementation of new systems. Challenges and delays in implementing new systems, as well as the possibility of human failure when dealing with new systems, could affect our ability to realize projected or expected cost savings and improve operating efficiency and customer satisfaction as anticipated. Additionally, any information technology failures could adversely affect how our customers perceive us and impede our ability to timely collect and report financial results in accordance with applicable laws or result in data losses.
 
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We rely on third parties to provide us with parts and services.
We have entered into agreements with, and depend upon, a number of suppliers for our parts and services, including for maintenance. We also have entered into agreements with third-party contractors to provide us with call center services, catering, ground handling and baggage handling and “below the wing” aircraft services. It is our general policy that agreements with suppliers and third-party contractors are subject to termination on short notice. In some cases, we would have to pay penalties for terminating contracts on short notice. Our suppliers and third-party contractors may also terminate agreements on short notice. Termination of these agreements or our inability to renew these agreements or to negotiate new agreements with other suppliers and third-party contractors at comparable rates could adversely affect us. Further, our reliance on suppliers and third-party contractors limits our control over the costs, efficiency, timeliness and quality of those supplies and services. We expect to remain dependent on suppliers and third-party contractors for the foreseeable future. In the context of our Chapter 11 proceedings, certain of our agreements with suppliers and third-party contractors may be rejected.
We may be materially and adversely affected in the event of an accident or major incident involving our aircraft or aircraft of the types we operate or if our aircraft are grounded for any reason.
An accident or major incident involving our aircraft could result in significant claims by injured passengers and/or relatives and others, as well as significant costs related to the repair or replacement of a damaged aircraft and its temporary or permanent removal from service.
We are required by our creditors and the lessors of our aircraft under our lease agreements to carry liability insurance. We believe the coverage and conditions set forth in our liability insurance policies are in accordance with the practice for international airlines and comply with the requirements of the aviation authorities in the countries where we operate. However, the liability insurance coverage we maintain may not be adequate and we may be forced to bear substantial losses in the event of an accident or major incident. Our insurance premiums may also increase significantly. Moreover, any accident or major incident involving our aircraft, even if fully insured, or the aircraft of any major airline, especially if aircraft of the types we operate, could cause negative public perceptions about us, our aircraft or the air transportation generally, due to safety concerns or other problems, whether real or perceived, which would adversely affect us. Safety concerns relating to our aircraft may cause us to ground our aircraft and, because our fleet plan has been streamlined by reducing the number of aircraft and fleet types we operate, these groundings may affect us more than our competitors that operate a more diverse fleet.
We may incur substantial compliance costs and be subject to severe sanctions if we fail to comply with U.S. and other international drug trafficking laws.
We are required to comply with the drug trafficking laws of Colombia, the United States and the European Union, among other countries, and are subject to substantial government oversight in connection with the enforcement of these laws. For example, the U.S. Foreign Narcotics Kingpin Designation Act and Executive Order 12978 contain a list of persons designated by the United States government as drug traffickers, which is periodically updated. Pursuant to these regulations, we may be subject to severe sanctions and reputational harm if we are found by the U.S. government to have intentionally or inadvertently assisted in the international narcotics trafficking activities of a designated person. Although we monitor this list in an effort to determine that we do not conduct business with any designated person, we cannot assure you that the counterparties with whom we do business will not be subject to or will comply with these regulations, in which case such counterparty might face severe sanctions and be unable to perform under their agreements with us.
We cannot assure you that we will succeed in complying at all times with these laws. In the event, that we fail to comply with any U.S. or other foreign international drug trafficking laws, we may be subject to severe sanctions, fines, seizures of our aircraft or the cancellation of our flights, any of which could materially and adversely affect us.
We are dependent on key personnel and we may be unable to attract and retain qualified, skilled employees necessary to operate our business.
Our success depends to a significant extent upon the efforts and abilities of our senior management team and key financial, operational and commercial personnel. Our employment agreements with members of our senior management team may be terminated by them at any time, without prior notice and without penalties. Furthermore, in certain countries we are not permitted to have non-competition agreements in place with members of our senior management team after termination of employment. In addition, our business is labor-intensive, and our operations
 
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require us to employ a large number of highly-skilled personnel, including pilots, maintenance technicians and other operating personnel. In some of the countries in which we operate, there is a shortage of qualified pilots and maintenance technicians or other operating personnel we have faced turnover of skilled employees, many of whom have left us to work in countries where compensation is higher, requiring us to attract new skilled employees.
Should the turnover of skilled employees (particularly pilots and maintenance technicians) increase, our training expenses would increase. We cannot assure you that we will be able to recruit, train and retain the managers, pilots, maintenance technicians and other operating employees that we need to continue our operations or replace departing employees, which could adversely affect us.
Increases in labor benefits, union disputes, strikes and other labor-related disturbances may adversely affect us.
We operate in a labor-intensive industry that is subject to the effects of instabilities in the labor market, including strikes, work stoppages, protests, lawsuits and changes in employment regulations, increases in wages, controversies regarding salary and labor allowances and the conditions of collective bargaining agreements that, individually or in the aggregate, could adversely affect us. We have been affected by these types of instabilities in the past and we cannot assure you that these instabilities will not occur again.
Many of our employees are members of labor unions, and we may be adversely affected if we fail to maintain harmonious relationships with these labor unions, which could lead to strikes, work stoppages or other labor disruptions by employees. Given that the majority of our operations is in Colombia, we are highly and particularly sensitive to labor disruptions affecting the Colombian market.
In addition, our personnel costs may increase significantly as a result of our renegotiation of collective bargaining agreements. If we are not able to pass these increased costs onto our customers through inflation-based price increases, or if we breach any of the collective bargaining agreements we are party to, we may be materially and adversely affected.
See “Business–Employees–Collective Bargaining Agreements” for further information regarding our collective bargaining agreements and relations with employees.
If we are unable to attract customers to our website and make direct ticket sales, our revenue would be adversely affected.
Direct ticket sales through our website, which represented 31.4% of our passenger revenue in 2020 and, represent our lowest cost distribution channel. Our website also serves as a platform to offer ancillary products to increase our revenue from non-ticket sources. Accordingly, it is increasingly important that we are able to attract customers to our website and encourage them to purchase tickets online.
We intend to continue working to increase sales through online channels, in particular through our website and our mobile app, as these sales are more cost-efficient and involve lower distribution costs than sales through travel agencies. In furtherance of this goal, we continue to make significant capital expenditures to improve our website and mobile app and generally increase our online presence; however, we cannot guarantee these efforts and marketing campaigns will be effective, which would adversely affect us.
We may not be able to maintain or grow our ancillary revenue.
Our business strategy includes continually growing our stream of passenger related revenue from our portfolio of ancillary products and services, which are part of our passenger related operating revenues and represented 6.3%, 4.8% and 4.0% of our total passenger revenue in 2020, 2019 and 2018, respectively. There can be no assurance that passengers will pay for additional ancillary products and services or that passengers will continue to choose to pay for the ancillary products and services we currently offer, which could adversely affect us.
If we are unable to protect our intellectual property rights, specifically our trademarks and trade names, we could be adversely affected.
We own the rights to certain trademarks and trade names used in connection with our business, including “Avianca” and “LifeMiles.” We believe that our trademarks, trade names and other related intellectual property are important to the success of our business. We protect our intellectual property rights through a variety of methods, including, but not limited to, applying for and obtaining trademark protection in Colombia, Central America, the
 
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United States and certain other countries where we operate. Any violation of our intellectual property rights or refusal to grant record of such rights in foreign jurisdictions may result in measures to protect these rights through litigation or otherwise, which could be expensive and time consuming. As of the date of this annual report, our intellectual property rights, including the Avianca brand, are pledged to creditors. If we fail to adequately protect our intellectual property rights, we could be adversely affected.
Any condition that would prevent or delay our access to airports or routes that are vital to our strategy, or our inability to maintain our existing landing rights and slots at reasonable costs, could materially and adversely affect us.
We must pay fees to airport operators for the use of their facilities. Passenger taxes and airport charges have increased in recent years, in some cases substantially. Consistent with this trend, it is possible that the airports we rely on will impose, or further increase, passenger taxes and airport charges. To the extent we are unable to pass these costs onto our customers in the form of increased fares, we would be adversely affected.
Certain airports that we serve are subject to capacity constraints and impose slot restrictions during certain periods of the day. We cannot assure you that we will be able to obtain a sufficient number of slots, gates and other facilities at airports to operate in a manner consistent with our business strategy. It is also possible that airports not currently subject to capacity constraints may become so. In addition, we must use our slots on a regular and timely basis and, in some cases, comply with certain on-time performance requirements, or risk having those slots re-allocated to other airlines. Where slots or other airport resources are not available or their availability is restricted in some fashion, we may have to adjust our schedules, change routes or reduce aircraft utilization. If we are unable to obtain or maintain favorable take-off and landing authorizations, slots, gates or other facilities at certain high-density airports, especially our hubs, we may be materially and adversely affected.
Throughout the COVID-19 pandemic, several airports imposed slot restrictions which limited our ability to operate on an optimal level. In addition, due to the COVID-19 pandemic, the civil aviation authority is limiting airport capacity by reducing departures and landings per hour. These measures if maintained, may adversely affect us.
Some of the airports to which we fly impose various other operational restrictions, including limits on aircraft noise levels, limits on the number of average daily departures and curfews on runway use, and other airports may adopt similar restrictions, which may adversely affect our operations.
Additionally, if we have a change of control, we may lose the right to use certain routes we currently operate, or we may be required to forfeit our operating licenses, either of which would materially and adversely affect us. We cannot assure you there will not be a change of control if and when we emerge from Chapter 11.
We may be liable for the potential under-funding of a pilots’ pension fund.
We are obligated to make contributions to a pilots’ pension fund for the Colombian Association of Civil Aviators known as La Caja de Auxilios y de Prestaciones de la Asociación Colombiana de Aviadores Civiles (“CAXDAC”), on behalf of certain of our eligible pilots. The pensioners affiliated with CAXDAC include not only some of our current pilots and former pilots, but also pilots employed and formerly employed by other Colombian airlines. Our contributions to CAXDAC are segregated into a separate account that is restricted for the payments of retirement benefits to our employees. Amounts in the common CAXDAC fund used to pay pensions may not be sufficient to cover all accrued pension liabilities since other Colombian airlines have gone bankrupt or have been liquidated and have failed to pay their ratable contributions to the pension fund. Although CAXDAC, as a pension manager, is the only entity obligated to pay retirement benefits to those pensioners legally affiliated with CAXDAC, it is uncertain how the expected deficiency will ultimately be funded and whether or not pensioners and other third parties may bring actions against contributing airlines, including ourselves, seeking contributions to cover such deficiency, in which case we will be required to defend our position that we are not liable for this deficiency and face the uncertainty of judicial review. Our obligation to make contributions to CAXDAC will terminate once we transfer the full value of actuarial calculation, which, under Colombian law, should occur by the end of 2023.
 
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Risks Relating to the Airline Industry
The outbreak or the threat of an outbreak of a contagious disease has already and may further materially and adversely affect the airline industry.
Outbreaks of contagious diseases with epidemic or pandemic potential, such as the Ebola virus, the Middle East respiratory syndrome, Dengue fever, the bird flu virus, cholera, influenza and, most recently, COVID-19 can materially and adversely affect the airline industry and our business. First, the disease may affect the health of our crew and operations personnel, impairing normal flight operations. Second, aircraft use may be affected by passengers with contagious diseases or by government measures to avoid the spread of contagious diseases, and may be grounded until the health and safety of passengers and crew can be guaranteed. Third, the disease has adversely affected and may further adversely affect demand for air travel, significantly affecting passenger flow and, consequently, us.
We operate in a highly competitive industry and actions by our competitors could adversely affect us.
We face intense competition on domestic and international routes from competing airlines, charter airlines and potential new entrants in our market and our loyalty program LifeMiles also faces competition. Airlines compete mainly in the areas of pricing, scheduling (frequency and flight times), on-time performance, on-board experience, frequent flyer programs and other services.
Each year, we may face increased competition from existing and new participants in the markets in which we operate. The air transportation sector is highly sensitive to price discounting and the use of aggressive pricing policies. Other factors, such as flight frequency, schedule availability, brand recognition and quality of offered services (such as loyalty programs, VIP airport lounges, in-flight entertainment and other amenities) also have a significant impact on market competitiveness. In addition, the barriers to entering the domestic market are relatively low and we cannot assure you that existing or new competitors in our markets will not offer lower prices, offer more attractive services or increase their route capacity in an effort to obtain greater market share.
Some of our competitors have larger customer bases and greater brand recognition in the markets we serve outside of Colombia, and most of our international competitors have significantly greater financial and marketing resources than we do. In addition, some of our competitors may receive support from external sources, such as their national governments, which may be unavailable to us. Support may include, among others, subsidies, regulatory facilities, financial support or tax waivers. This support could place us at a competitive disadvantage and adversely affect us.
In addition to traditional competition among airline companies, we face competition from companies that provide ground transportation, especially in our domestic cargo and passenger business, as well as companies that provide sea transportation in relation to our cargo business. In addition, technology advancements may limit the desire for air travel. For example, video teleconferencing and other methods of electronic communication may reduce the need for in-person communication and add a new dimension of competition to the industry as travelers seek lower cost substitutes for air travel.
Furthermore, new competitors may target LifeMiles’ business partners and members or enter the loyalty marketing industry. We cannot provide assurance that an increase in competition faced by LifeMiles will not have an adverse effect on LifeMiles or, consequently, us. If we are unable to adjust rapidly to the changing nature of competition in our markets or if the Colombian loyalty marketing industry does not grow sufficiently to accommodate new participants, we could be adversely affected.
We expect to face increasing competition from low-cost carriers offering discounted fares.
Low-cost carrier business models have gained momentum in the Latin American aviation market, particularly as challenging macroeconomic conditions in Latin America persist and affect consumer purchasing power. The successes of VivaAir Group and Wingo in Colombia, GOL Linhas Aéreas and Azul in Brazil, Interjet, Viva Aerobus and Volaris in Mexico, JetSMART in Chile and Flybondi in Argentina are evidence of this trend.
Low-cost carriers’ operations are typically characterized by point-to-point route networks focused on the highest-demand city pairs, high aircraft utilization, single-class service and fewer in-flight amenities. Our business model is significantly different from that of low-cost carriers and is predicated on providing a level of service that we consider superior and charging higher prices for this service. However, as low-cost carriers continue to penetrate our home markets, this could result in significant and lasting downward pressure on the fares we charge, which could have a material adverse effect on us and compel us to reconsider our business model to adapt it to evolving passenger preferences.
 
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We face increasing competition from other international airlines due to the continuing liberalization of restrictions traditionally affecting airlines and consolidation in the industry.
The global airline industry has been shifting to increasing acceptance of liberalized and “open skies” air transport agreements between nations. “Open skies” agreements exist between the countries of the European Union, and between Europe and the United States. In Latin America, multilateral “open skies” agreements exist between Colombia, Ecuador and Bolivia and bilateral “open skies” agreements between each of these countries and the United States. These agreements serve to reduce (or, in the case of “open skies,” eliminate) restrictions on route rights, designated carriers, aircraft capacity or flight frequencies and promote competitive pricing.
We expect that governmental authorities will continue to liberalize restrictions on international travel to and from countries, which may involve, among other initiatives, the granting of new route rights and flights to competing airlines and an increase in the numbers of market participants. As a result of this liberalization, we could face substantial new competition, which may erode our pricing and market share and have a material adverse effect on us. For example, it is likely that the Colombian government will eventually liberalize the current restrictions on international travel to and from our Bogotá hub by, among other things, granting new route rights and flights to competing airlines and generally promoting an increase in market participants on the routes we serve.
In addition, consolidation in the Latin American airline industry, including by means of joint business agreements between airlines and acquisitions, including, for example, Delta’s acquisition of 20% of LATAM Airlines Group (“LATAM”) in 2019, may allow our competitors to increase their scale, diversity and financial strength. Consolidations in the airline industry and changes in international alliances are likely to affect the competitive landscape in the industry and may result in the formation of airlines and alliances with increased financial resources, more extensive global networks and reduced cost structures than us, which could materially and adversely affect us.
Volatility in our fuel costs or disruptions in our fuel supply would materially and adversely affect our operating results.
Aircraft fuel costs constitute a significant portion of our total operating expenses, representing 14.4%, 23.3% and 26.0%, respectively, of our operating expenses in 2020, 2019 and 2018. Historically, international and local fuel prices have been subject to wide price fluctuations and, in some cases, sudden disruptions, based on geopolitical issues and supply and demand as well as market speculation. Fuel availability is also subject to periods of market surplus and shortage and is affected by demand for both home heating oil and gasoline. Events resulting from prolonged instability in the Middle East or other oil-producing regions, or the suspension of production by any significant producer, may result in substantial price increases and/or make it difficult to obtain adequate supplies, which may adversely affect us. Natural disasters or other large unexpected disrupting events in regions that normally consume significant amounts of other energy sources could have a similar effect. We cannot predict the price and future availability of fuel with any degree of certainty, and significant increases in fuel prices may affect our operating results and otherwise harm our business.
We cannot assure you that fuel costs will not increase significantly, and our hedging activities may not be sufficient to protect us from fuel price fluctuations, as they are limited in volume and duration and may carry counterparty risk. In addition, when fuel prices decrease, we may be exposed to losses on our hedge contracts, which can partially offset savings in fuel expenses. We may not be able to adjust our fares adequately or otherwise respond quickly to protect us from volatility in fuel costs, and our competitors may have better access and terms in satisfying their fuel needs. We maintained two fuel sources in Bogotá for the majority of 2020. From October 2019 to September 2020, 80% of our fuel in Bogotá was provided by Organización Terpel S.A. and the remainder by Puma Energy Colombia Combustibles S.A.S. As of October 2020, 100% of our fuel in Bogotá is provided by Organización Terpel S.A.
Our aircraft fuel purchase agreements do not protect us against price increases or guarantee the availability of fuel and termination of our fuel purchase agreements would require us to renegotiate our fuel supply in a market with a limited number of suppliers, which might result in higher costs for us. If we were unable to obtain fuel on similar terms from alternative suppliers, we would be adversely affected. Our fuel risk in Colombia is intensified to
 
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the extent that Ecopetrol S.A. (Colombia’s government-controlled oil company) experiences any disruption or slowdown in its fuel production or pumping capacity. In such event, we or our suppliers may be unable to obtain fuel or may be forced to pay significantly higher prices. This risk is heightened by the low oil storage levels that we understand are maintained by Ecopetrol S.A. and its distributors in Bogotá.
Our business is highly regulated and changes in the regulatory environment in which we operate, including relating to safety assessments by regulators such as the FAA, or any non-compliance on our part, may adversely affect us.
Our business is highly regulated and substantially depends upon the regulatory environment in the countries in which we operate. For example, price controls on fares may limit our ability to effectively apply customer segmentation profit maximization techniques, which use passenger demand forecasts and fare mix optimization, and adjust prices to reflect cost pressures. Government regulation may limit the scope of our operations and may impose significant costs on us. As of December 31, 2020, 83% of our total fleet was U.S.-registered. The U.S. Federal Aviation Administration (“FAA”) and the European Aviation Safety Agency (“EASA”) are our most significant foreign government regulators. The FAA from time to time issues directives and other regulations relating to the maintenance and operation of aircraft that require significant expenditures. Additional regulations applicable to our operations continue to be regularly implemented by various U.S. and European agencies, including the U.S. Transportation Safety Administration (“TSA”), the U.S. Drug Enforcement Agency and the EASA. We cannot predict or control any actions that the civil aviation and consumer protection authorities or other aviation regulators may take, which could include restricting our operations or imposing new and costly regulations.
Additionally, we may be affected by governmental safety assessments. For example, our ability to fly to the United States and the benefits of our strategic alliances or commercial relationships are dependent on the FAA’s continued favorable safety assessment of each of the countries in which we have hubs. The FAA periodically audits aviation regulatory authorities, and each country is given an International Aviation Safety Assessment (“IASA”) rating. The IASA rating of each of Colombia, El Salvador and Ecuador is currently “Category 1,” which means that each such country complies with the International Civil Aviation Organization (“ICAO”) safety requirements. As a result, we may continue our service from our hubs in these countries to the United States and take part in reciprocal code-sharing arrangements with U.S. carriers. However, any of these ratings may be downgraded for a variety of safety and other reasons and we have no control over compliance by the civil aviation authorities of these or other countries with international safety standards. In the case of a downgrade, we will not be able to offer flights to any new destinations in the United States or certify new aircraft for flights to the United States; in addition, our U.S. air carrier code share partners will be required to suspend placement of their codes on our flights. This could materially and adversely affect our service to the United States and, consequently, us.
We are subject to international bilateral and multilateral air transport agreements in relation to the grant and exchange of air traffic rights between different countries and if governmental authorities deny permission to us to provide service to domestic and international destinations, we may be adversely affected.
Bilateral aviation agreements as well as local aviation approvals frequently involve political and other considerations beyond our control. Accordingly, a modification, denunciation of or withdrawal of any country in which we operate from one or more bilateral agreements, or suspension or revocation of our permission to operate in certain airports or destinations or the imposition of other sanctions, could have a material adverse effect on us. A change in the administration of current laws and regulations or the adoption of new laws and regulations in any of the countries in which we operate that restricts our routes, airports or operations may also materially and adversely affect us. We cannot give you any assurance that existing bilateral agreements among the countries in which we are based and to which we fly, and permits from local and foreign governments, will continue.
Certain bilateral air transport agreements, including agreements with the United States, the United Kingdom and Brazil, require that we remain substantially owned and effectively controlled by a national governmental entity or its nationals. We cannot assure you that national citizens, directly or indirectly, will continue to own and control a majority of our capital stock indefinitely. For example, if for any reason Germán Efromovich, José Efromovich and/or Roberto Kriete, who each have citizenships in several countries and are the beneficial owners of nearly all of our common stock, cease to have substantial ownership of our capital stock, or the effective control of our management and operations ceases to be exercised by nationals, we may no longer be in compliance with certain bilateral agreements that include the substantial ownership and effective control requirement. Our route and landing rights in a number of important countries and, consequently, we may be adversely affected to the extent of such non-compliance. See “Item 4. Information on the Company—B. Business Overview—Regulation.”
 
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Failure to comply with applicable environmental regulations could adversely affect our business and reputation.
The airline industry is subject to increasingly stringent global, regional, federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment, including those relating to air emissions, noise levels, discharges to surface and subsurface waters, safe drinking water and the management of hazardous substances, oils and waste materials. Any non-compliance may subject us to administrative and criminal sanctions, in addition to the obligation to repair or to pay damages caused to the environment and third parties.
The proliferation of national regulations and taxes on carbon dioxide emissions in the countries in which we operate, and compliance with environmental regulations generally, could increase our costs. Failure to comply with any environmental regulations and licensing requirements could adversely affect us, including by suspension or revocation of operating authorizations. Remediation obligations can result in significant costs associated with the investigation and clean-up of contaminated properties, as well as claims for damages initiated by affected parties.
Because the airline industry’s financial performance is characterized by low profit margins, high fixed costs and relatively elastic revenue, we cannot quickly respond to a shortfall in expected revenue or reduce our costs to compete effectively with airlines with greater financial resources or lower operating costs.
The airline industry is characterized generally by low profit margins and high fixed costs, primarily comprising wages and salaries of crew and other personnel, fuel costs and aircraft and engine lease payments and other financing costs related to aircraft equipment, headquarter facility and information technology system license costs. Revenues per flight are primarily driven by the number of passengers transported and fares, which may vary significantly depending on several factors which are generally outside of our control, including general economic conditions, weather-related factors and our competitors’ pricing strategies. However, the operating costs of each flight do not vary significantly and, therefore, a relatively small change in the number of passengers, fare pricing or traffic mix could have a significant effect on our operating and financial results.
As a function of our fixed costs, we may (i) have limited ability to obtain additional financing, (ii) be required to dedicate a significant part of our cash flow to fixed costs resulting from aircraft lease and financing payments, and (iii) have a limited ability to plan for, or react to, changes in our business, the industry generally and overall macroeconomic conditions. In addition, volatility in global financial markets may make it difficult for us to obtain financing to manage our fixed costs on favorable terms or at all.
As a result of the foregoing, we may be unable to quickly adjust our fixed costs in response to changes in our revenue. A shortfall from expected revenue levels could have a material adverse effect on us.
We rely on maintaining a high daily aircraft utilization rate, which makes us vulnerable to delays.
We seek to maintain a high daily aircraft utilization rate (the number of hours we use our aircraft per day). High daily aircraft utilization allows us to generate more revenue from our aircraft and is achieved in part by reducing turnaround time at airports, so we can fly more hours on average in a day. Nevertheless, aircraft utilization is reduced by delays and cancellations arising from a number of different factors, many of which are beyond our control, including air traffic and airport congestion, adverse weather conditions, security requirements, government imposed travel restrictions, unscheduled maintenance and delays by third-party service providers relating to matters such as fueling and ground handling. On the other hand, high aircraft utilization increases the risk that, if an aircraft falls behind schedule during a given day, it could remain behind schedule for several additional days. These delays could disrupt of our operating performance, leading to customer dissatisfaction due to delayed or cancelled flights and missed connections which could in turn adversely affect us.
Terrorist attacks or hostilities could adversely affect the airline industry by decreasing demand and increasing costs.
Any terrorist attack or threat of attack, whether or not involving commercial aircraft, any increase in hostilities relating to reprisals against terrorist organizations, including an escalation of military involvement in the Middle East or otherwise, and any related economic impact could result in decreased passenger traffic and materially and adversely affect us.
 
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For example, the terrorist attacks in the United States on September 11, 2001 materially and adversely affected the airline industry. Airline traffic in the United States fell dramatically and airlines experienced increased costs resulting from additional security measures that may become more rigorous. A substantial portion of the costs of these security measures is borne by the airlines and their passengers and, therefore, may adversely affect our profit margins.
Premiums for insurance against aircraft damage and liability to third parties increased substantially following the 2001 terrorist attacks, and insurers could reduce their coverage or increase their premiums even further in the event of additional terrorist attacks, hijackings, airline crashes or other events adversely affecting the airline industry. Certain aviation insurance could become unaffordable, unavailable or available only with amounts of coverage that are insufficient to comply with the levels of insurance coverage required by aircraft lenders and lessors or applicable government regulations. While governments in other countries have agreed to indemnify airlines for liabilities that they might incur from terrorist attacks or provide low-cost insurance for terrorism risks, the Colombian government has not indicated any intention to provide similar benefits to us. Increases in the cost of insurance may result in both higher airline ticket prices and decreased demand for air travel generally, which could materially and adversely affect us.
Risks Relating to Colombia, Ecuador, Central America and Other Countries and Regions in Which We Operate
Our performance is heavily dependent on economic and political conditions in the countries in which we operate.
Passenger demand is heavily cyclical and highly dependent on global and local economic growth, economic and political expectations and foreign exchange rate variations. A significant portion of our revenue derives from discretionary travel and leisure travel, which are especially sensitive to economic downturns. Additionally, any perceived downturn in the economic conditions in the Andean region or Central America could adversely affect our ability to obtain financing to meet our future capital needs in international capital markets. Changes in economic or other governmental policies, including relating to interest rates, exchange rates, exchange controls, inflation rates, taxation, banking, labor and pension funds, regulatory, legal or administrative practices, expropriation measures, political instability or other economic or political developments in the countries in which we operate could materially and adversely affect us. The governments of Colombia, Ecuador and Central America have historically exercised substantial influence over their respective economies, and their policies are likely to continue to have a significant effect on companies operating in these countries, including us. We cannot predict what policies the governments in these countries will adopt and consequently cannot assure you that future developments in government policies or in the economies of these countries will not adversely affect us.
Rates of inflation in the countries in which we operate have historically been high, and we cannot assure you inflation will not return to high levels. Inflationary pressures may adversely affect our ability to access foreign financial markets, leading to adverse effects on our capital expenditure plans. In addition, inflationary pressures may reduce consumers’ purchasing power or lead governments to institute certain anti-inflationary policies, such as increased interest rates. Inflationary pressures may adversely affect us.
Our performance is heavily dependent on economic and political conditions in Colombia.
Our performance is heavily dependent on economic and political conditions in Colombia, as our operations in Colombia represented 39.2% of our total revenue in 2020. Economic growth or contractions, inflation, changes in law, regulation, policy or future judicial rulings and interpretations of policies involving exchange controls and other matters such as (but not limited to) currency depreciation, inflation, interest rates, taxation, banking laws and regulations and other political or economic developments in or affecting Colombia may affect the overall business environment and may, in turn, adversely affect us.
Colombia’s central government fiscal deficit and growing public debt could adversely affect the Colombian economy. Colombian’s fiscal deficit was 8.9% of gross domestic product (“GDP”) in 2020, 2.4% of GDP in 2019 and 2.4% of GDP in 2018. According to the projections published in December 2020 by the Ministry of Finance and Public Credit, the Colombian government expected a fiscal deficit of 6.6% of GDP for the year 2021. The Colombian government frequently intervenes in Colombia’s economy and from time to time makes significant changes in monetary, fiscal and regulatory policy. President Iván Duque Márquez, who took office in August 2018, inherited high government spending levels, and measures to meet fiscal targets led to protests around the country in
 
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late 2019 and early 2020, paralyzing activities in the main cities in Colombia for days. We may be adversely affected by changes in government or fiscal policies, and other political, diplomatic, social and economic developments that may affect Colombia. We cannot predict what policies will be adopted by the Colombian government and whether those policies would adversely affect the Colombian economy and, consequently, us.
In November 2020, Fitch Ratings (“Fitch”) affirmed Colombia’s rating outlook as negative as a result of the government’s long track record of conservative macroeconomic policies that have underpinned macroeconomic and financial stability. The negative outlook reflects downside risks to the economic growth outlook and uncertainties about the capacity of the government policy response to decisively cut deficits and stabilize and eventually lower debt in the coming years, following the sharp rise in general government debt burden as a result of the COVID-19 pandemic. In April 2021, S&P affirmed Colombia’s foreign currency retting as “BBB-.” In December 2020, Moody’s Corporation (“Moody’s”) downgraded Colombia’s rating outlook from stable to negative.
Any further downgrade of Colombia’s credit rating could adversely affect the Colombian economy and us. In 2017 and 2019, tax reforms were implemented, which included raising the VAT rate from 16% to 19%, increasing the withholding income tax rate for foreign providers from 15% to 20% and introducing further taxation in the context of the indirect transfer of shares of Colombian entities. As consequence of COVID–19, the Colombian Government implemented relief measures for tax purposes, such as reduction of VAT rate from 19% to 5% for passenger air transport until December 31, 2022, extension of due dates for submitting and paying taxes, possibility of making payment agreements for tax due with the tax authorities with special interest rate, among others.
The Colombian government and the Central Bank may seek to implement new policies aimed at controlling further fluctuation of the Colombian peso against the U.S. Dollar and fostering domestic price stability. The Central Bank may impose certain mandatory deposit requirements in connection with foreign-currency denominated loans obtained by Colombian residents, including us. Although there is currently no deposit requirement, we cannot predict or control actions by the Central Bank in respect of deposit requirements. The use of such measures by the Central Bank may be a disincentive for us to obtain loans denominated in a foreign currency. The U.S. dollar/Colombian peso exchange rate was COP 3,432.50 per $1.00, COP 3,277.14 per $1.00 and COP 3,249.75 per $1.00 as of December 31, 2020, 2019 and 2018. We cannot assure you that measures adopted by the Colombian government and the Central Bank will suffice to control this instability or that the Colombian peso will not depreciate or appreciate relative to other currencies.
Our performance is heavily dependent on economic and political conditions in El Salvador.
El Salvador has a political history marked by long periods of civil unrest and military rule. From 1979 to 1991, El Salvador was involved in guerrilla activities, which ended with a peace agreement signed in January 1992. The Nationalist Republican Alliance Party (“ARENA”) controlled the presidency from 1989 to 2009, at which time the Farabundo Martí National Liberation Front (“FMLN”), a former guerrilla organization now turned into a political party, won the presidential elections with Mauricio Funes. Salvador Sánchez Cerén, also a member of the FMLN, was elected president by a narrow margin, beginning his term in June 2014. The FMLN ruled continuously for 10 years.
In June 2019, Nayib Armando Bukele Ortez, a former member of the FMLN until his removal, assumed the presidency. He is the first president since the end of the civil war who is not a member of ARENA or FMLN. He faces challenges relating to national security, primarily from gang-related crimes.
In February 2020, President Bukele initiated a political crisis when he instructed the military to march into parliament to demand a loan of $109 million to address national security.
El Salvador’s unemployment and poverty rates remain high. Despite reforms and initiatives, El Salvador ranks among the ten poorest countries in Latin America and suffers from deep income inequality. We cannot assure you that El Salvador will not face political, economic or social problems, and we may be seriously affected by these problems. El Salvador’s GDP contracted 8.6% in 2020 and grew 2.4% in each of 2019 and 2018, according to the Central Reserve Bank, which estimates that GDP growth will be 4.7% in 2021. Operating revenues generated by our operation to and from El Salvador (domestic and international) for 2020 and 2019 was $145.8 million and $ 530.8 million respectively, which corresponds to 17.4% and 16.1% of Avianca Holding’s revenue.
 
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Our performance is heavily dependent on economic and political conditions in Ecuador.
The Ecuadorian economy is heavily dependent on the oil industry and global fluctuations in oil prices. While Ecuador’s GDP contracted 7.5% in 2020 and did not grow in 2019 and grew 1.3% in 2018, it faces an extreme poverty level estimated at 14.9% in 2020, according to the Ecuadorian National Center of Statistics. Ecuadorian exports, denominated in dollars, have lost competitiveness due to the currency depreciation of other Latin American export economies, leaving Ecuador’s economy more dependent on internal demand, which is adversely affected by poverty levels and unemployment rates.
Lenin Moreno was elected president in April 2017, representing the first change in administration since January 2007.
President Moreno has presented initiatives with the goal of reducing sovereign debt by privatizing certain state-owned companies and seeking new financings to service existing debt. He has faced growing civil discontent and has been pushed to withdraw certain of his policies in order to prevent further civil uprising. Operating revenues generated by our operation to and from to Ecuador (domestic and international) for 2020 and 2019 was $40.5 million and $176.4 million respectively, which corresponds to 4.8% and 53% of Avianca Holding’s revenue.
Developments and the perception of risk in other countries, especially emerging market countries, may adversely affect the market price of many Latin American securities including the ADSs.
The market value of securities issued by companies with operations in the Andean region and Central America may be affected to varying degrees by economic, political and market conditions in other countries, including other Latin American and emerging market countries. Although macroeconomic conditions in Latin American and other emerging market countries may differ significantly from macroeconomic conditions in Colombia and the other countries in which we operate, investors’ reactions to developments in these other countries may have an adverse effect on the market values of our securities. Further, crises in world financial markets, such as in 2008, as well as global economic challenges as of the date of this annual report deriving from the outbreak of the coronavirus and government measures to contain it, could affect investors’ views of securities issued by companies that operate in emerging markets. These developments could also make it more difficult for us and our subsidiaries to access the capital markets and finance our operations on acceptable terms, or at all.
Natural disasters in the countries in which we operate could disrupt our operations and adversely affect us.
We are exposed to natural disasters in each of the countries in which we operate, such as earthquakes, volcanic eruptions, tornadoes, tropical storms, lightning and hurricanes. For example, heavy rains in Colombia sometimes result in severe flooding and mudslides. El Salvador and Peru have experienced significant earthquakes. Moreover, the Central American isthmus, in particular El Salvador, Costa Rica, Guatemala and Nicaragua, is home to one of the world’s largest concentrations of active volcanos. Colombia has also experienced significant volcanic activity, affecting important cities covered by our domestic operations. Volcanic ash clouds not only affect airport operations, but also the route conditions of flights operating near the affected zone.
In the event of a natural disaster, there is a risk of damage to our airport hubs and other facilities, which could have a material adverse effect on our operations, particularly if such an occurrence affects computer-based data processing, transmission, storage and retrieval systems or destroys customer or other data. In any such event, our property damage and business interruption insurance might not be sufficient to fully offset our losses, which could adversely affect us. In addition, if a significant number of our employees and senior managers were unavailable because of a natural disaster, our ability to conduct our businesses could be compromised.
Fluctuations in foreign exchange rates and restrictions on currency exchange could adversely affect us.
The currency used by us is the U.S. dollar in terms of setting prices for our services and presenting our financial statements. We sell most of our services in U.S. dollars or prices equivalent to the U.S. dollar, and a large part of our expenses are also denominated in U.S. dollars or equivalents to the U.S. dollar, particularly fuel costs, aircraft leases, insurance and aircraft components and accessories.
In 2020, 70.1% of our total operating costs and expenses and 16.8% of our total operating revenue were denominated in, or linked to, U.S. dollars. The remainder of our expenses and revenue were denominated in currencies of the countries in which we operate, of which the most significant is the Colombian peso. Changes in the exchange rate between the Colombian peso and the U.S. dollar or other currencies in the countries in which we
 
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operate may adversely affect us. In particular, when our non-U.S. dollar-denominated revenue exceeds our non-U.S. dollar-denominated expenses, the depreciation of non-U.S. currencies against the U.S. dollar could have an adverse effect on our results because these amounts will convert into less U.S. dollars. We operate in numerous countries and face the risk of variation in foreign currency exchange rates against the U.S. dollar or between the currencies of these various countries.
In addition, a relevant portion of our expenses and liabilities are denominated in Colombian pesos. At times when the Colombian peso appreciates against the U.S. dollar, the value of these expenses and liabilities will increase in U.S. dollar terms, resulting in an increase in our non-operating expenses. Our $46.5 million currency exchange loss in 2020 was principally the result of exchange rate variations in the currencies of Colombia, Argentina and Brazil and we remain subject to exchange rate variations that may adversely affect us.
Variations in interest rates may adversely affect us.
We are exposed to the risk of interest rate variations. Our Colombian peso-denominated debt is mainly exposed to variations in long-term interest rates and the Colombian 90-day deposit rate for commercial banks (establecimientos bancarios), financial corporations (corporaciones financieras) and financing companies (companies de financiamiento), the banking benchmark IBR or the fixed term deposit rate DTF, as published by the Colombian Central Bank. Our non-Colombian peso-denominated debt is mainly exposed to variations in the London Interbank Offer Rate (“LIBOR”). Any increase in inflation or other macroeconomic pressures may lead to increases in these rates. As of December 31, 2020, we had $2,130.9 million in aggregate principal amount of variable-rate debt.
Increases in the above-mentioned rates may result in higher debt service payments under our loans, and we may not be able to adjust the prices we charge to offset the impact of these increases. If we are unable to adequately adjust our prices, our revenue might not be sufficient to offset the increased payments due under our loans and this would adversely affect us.
The U.K. Financial Conduct Authority announced in July 2017 that it intends to no longer compel banks to submit rates for the calculation of the London interbank offered rate, or LIBOR, after 2021. To mitigate any possible impact, various regulators have proposed alternative reference rates. As of December 31, 2020, we had $181.3 million of LIBOR-indexed variable rate leases. We cannot predict the effect of any discontinuation or replacement of the LIBOR at this time and, consequently, we cannot assure you that these changes will not have an adverse effect on us. In the context of our Chapter 11 proceedings, we will evaluate possible amendments to certain LIBOR-indexed financing agreements.
Risks Relating to the ADSs and our Preferred Shares
Because our post-bankruptcy capital structure is yet to be determined, and any changes to our capital structure may have a material adverse effect on holders of the ADSs or our preferred shares, trading in the ADSs or our preferred shares during the pendency of our Chapter 11 proceedings is highly speculative and poses substantial risks.
Our post-bankruptcy capital structure will be set pursuant to a reorganization plan that requires approval by the bankruptcy court. The reorganization of our capital structure may include exchanges of new equity securities for existing equity securities or of debt securities for equity securities, which would dilute any value of our existing equity securities, or may provide for all existing equity interests in us to be extinguished. In this case, amounts invested by holders of the ADSs or our preferred shares will not be recoverable and these securities will have no value.
As a result of our Chapter 11 proceedings, the New York Stock Exchange (the “NYSE”) applied to the SEC on May 27, 2020 in order to delist the ADSs. As of the date of this annual report, the ADSs are traded in the over-the-counter market, which is a less liquid market. There can be no assurance that the ADSs will continue to trade in the over-the-counter market or that any public market for the ADSs will exist in the future, whether broker-dealers will continue to provide public quotes of the ADSs, whether the trading volume of the ADSs will be sufficient to provide for an efficient trading market, whether quotes for the ADSs may be blocked in the future or that we will be able to relist the ADSs on a securities exchange.
 
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Later, on May 22, 2020, the BVC notified the Company that trading of its preferred stock (BVC: PFAVH), will be conducted by means of auctions starting on May 26, 2020. Pursuant to the BVC’s notice, the decision was adopted by its Equity Technical Committee due to: (i) Avianca’s voluntary filing for protection under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York; (ii) the New York Stock Exchange’s (“NYSE”) decision to commence the delisting process of Avianca’s ADRs; (iii) the fact that, as a result of (i) and (ii) above, the price of Avianca’s shares on the BVC has been subject to increased volatility; (iv) the existence of a percentage of unsatisfied offers in view of the number of shares currently in circulation; and (v) the fact that instruments subject to trading by auction there are no applicable ranges of prices for the placing of trades, which allows for a more efficient price formation process under the current circumstances. Market participants and investors should note, that pursuant to the regulations of the BVC auction system, trades can only be registered during a specific auction period, and that any resulting transactions must be executed as provided by BVC regulations.
Trading prices of the ADSs or our preferred shares bear no relationship to the actual recovery, if any, by their holders in the context of our Chapter 11 proceedings. Due to these and other risks described in this annual report, trading in the ADSs or our preferred shares during the pendency of our Chapter 11 proceedings poses substantial risks and we urge extreme caution with respect to existing and future investments in these securities.
BRW, Kingsland and United (if it has issued a United Approval Notice), have veto power over certain strategic and operational transactions, and their interests may differ significantly from the interests of our other shareholders and holders of the ADSs.
We, our controlling shareholders, BRW, Kingsland and United are parties to the Amended and Restated Joint Action Agreement and the Share Rights Agreement. These agreements give BRW, Kingsland as independent third party and United (if it has issued a United Approval Notice) veto power over significant strategic and operational transactions, including, among others:
 
 	•	 	mergers, consolidations and dispositions of all or substantially all of the assets of Avianca Holdings or any of its subsidiaries to a third party;	
 
 	•	 	the issuance or sale of voting common or preferred stock or other form of voting equity interest in Avianca Holdings or any of its subsidiaries;	
 
 	•	 	except as specifically identified in our annual business plan and budget approved pursuant to the Amended and Restated Joint Action Agreement, certain acquisitions of (i) securities or other interests in any joint venture, partnership or other person, (ii) assets related to the airline business or activities ancillary or related thereto, in each case over $10 million in any single instance or over $25 million in the aggregate during any fiscal year, or (ii) assets not related to the airline business or activities ancillary or related thereto;	
 
 	•	 	changes to our annual business plan and budget that is approved from time to time pursuant to the Amended and Restated Joint Action Agreement;	
 
 	•	 	capital expenditures over $10 million in the aggregate during any fiscal year, except as specifically identified in our annual business plan and budget approved pursuant to the Amended and Restated Joint Action Agreement;	
 
 	•	 	certain changes to our organizational documents or those of our material subsidiaries;	
 
 	•	 	certain related party transactions or certain contracts outside the ordinary course of business;	
 
 	•	 	termination of the Joint Business Agreement (or any other joint business agreement entered into in connection with the Joint Business Agreement) under certain circumstances;	
 
 	•	 	any action or omission which would cause Avianca Holdings to breach, or would constitute a default under, the Joint Business Agreement (or other joint business agreements entered into in connection with the Joint Business Agreement);	
 
 	•	 	commencement of any bankruptcy or insolvency proceeding; and	
 
 	•	 	dissolution or liquidation of a material subsidiary of Avianca Holdings.	
 
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In addition, pursuant to the Share Rights Agreement, if United notifies the other parties thereto that (i) United has determined that its exercise of any or all of the rights that have been delegated to the Independent Third Party by Kingsland can be exercised by United or its designee without such exercise constituting “control” within the meaning of such term within any of United’s collective bargaining agreements or other material agreements, or (b) United is otherwise prepared to exercise any or all of such rights (which is referred to herein as a United Approval Notice), then United or its designee can assume some or all of the rights given to the Independent Third Party. Such United Approval Notice has not been issued as of the date of this annual report.
Furthermore, if all of the obligations under the United Loan are repaid in full, the Amended and Restated Joint Action Agreement provides that there will be certain changes to the veto rights described above.
As a result of the foregoing veto rights, BRW, the Independent Third Party and United (if it has issued a United Approval Notice) can prevent us from taking strategic and other actions that may be in your best interests, including transactions that may enhance the long-term value of the ADSs and/or provide you with an opportunity to realize a premium on your investment in the ADSs.
Furthermore, we cannot assure you that the interests of BRW, the Independent Third Party and United (if it has issued a United Approval Notice) will be aligned with those of ADSs holders, and cannot give you any assurance that BRW, the Independent Third Party and United (if it has issued a United Approval Notice) will exercise their respective rights under the Amended and Restated Joint Action Agreement in a manner that is favorable to your interests as an ADS holder. In addition, any potential change in our control structure as a result of the United Loan may cause corresponding changes in relation to management and control decisions and could alter our controlling shareholders’ objectives in a manner that is not favorable to holders of the ADSs (see “—Risks Relating to our Business—BRW has pledged its common shares of Avianca Holdings to secure its obligations under the United Loan Agreement. BRW is in breach of certain provisions of the United Loan and if United has commenced the exercise of remedies against BRW and its holding company, BRW Holding.”
Our controlling shareholders can direct our affairs, and their interests may conflict with those of holders of the ADSs.
Our controlling shareholders beneficially own almost all of our outstanding common shares. As a result, our controlling shareholders have the ability to determine the outcome of substantially all matters submitted for a vote to our shareholders and thus exercise control over our business policies and affairs, including the composition of our board of directors and, as a result, any determinations of our board with respect to our business direction and policy, including the appointment and removal of our executive officers, determinations with respect to mergers, acquisitions and other transactions, including those that may result in a change of control, sales and dispositions of our assets and the amount of debt financing that we incur.
Our controlling shareholders may direct us to take actions that could be contrary to your interests and may be able to prevent other shareholders, including you, from blocking these actions or from causing different actions to be taken. We cannot assure you that our controlling shareholders will act in a manner consistent with your best interests. Since May 24, 2019, one of our common shareholders, Kingsland, has been appointed as the managing member of our other common shareholder, BRW, as a result of which Kingsland currently exercises voting control over almost all of our common stock.
The ADSs are subject to certain foreign exchange regulations from the Colombian Central Bank which may impose registration requirements upon certain events of the ADS program.
Colombia’s International Investment Statute regulates the way foreign investors may participate in the Colombian securities market, prescribes registration of certain foreign exchange transactions before the Colombian Central Bank and specifies procedures under which certain types of foreign investments are to be authorized and administered. A holder of the ADSs who withdraws preferred shares from the ADS deposit facility under certain circumstances may have to comply directly with certain requirements under Colombian foreign investment regulations. Failure of a non-resident investor to comply with foreign exchange regulations may prevent the investor from obtaining remittance payments, including for the payment of dividends, may constitute an exchange control violation and/or may result in a fine.
 
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Our shareholders and the ADS holders are limited in their ability to receive cash dividends.
Under Panamanian law, we may pay dividends only out of retained earnings and capital surplus. Our bylaws provide that in principle all dividends declared by our general shareholders’ meeting will be paid equally to holders of preferred shares and common shares. Although there is a dividend policy that provides for the payment of dividends of at least 15% of our annual consolidated net profit, our board of directors may at any time, in its sole discretion and for any reason, amend or discontinue the dividend policy. If no dividends are declared, you will not have any right to participate in or override that decision. The distribution of dividends with respect to our preferred stock, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, business opportunities, provisions of applicable law and other factors that the holders of our common shares and board of directors may deem relevant. As a result, we cannot assure you that we will pay dividends in accordance with our current dividend policy or otherwise.
Holders of our preferred shares are not entitled to preemptive rights, and as a result you may experience substantial dilution upon future issuances of stock.
Under our organizational documents, and in accordance with Panamanian law, holders of our preferred shares are not entitled to any preemptive rights with respect to our future issuances of capital stock. Therefore, unlike companies organized under the laws of many other Latin American jurisdictions, we will be free to issue new stock without first offering them to our existing preferred shareholders. We may sell common or preferred shares to persons other than our existing preferred shareholders at a lower price than that of the preferred shares traded as ADSs in the over-the-counter market and, as a result, you may experience substantial dilution of your interest in us.
The protections afforded to minority shareholders in Panama are different from, and more limited than, those in the United States and may be more difficult to enforce.
Under Panamanian law, the protections afforded to minority shareholders are different from, and more limited than, those in the United States and some other Latin American countries. For example, the legal framework regarding shareholder disputes, such as derivative lawsuits and class actions, is less developed under Panamanian law than under U.S. law, mainly because of Panama’s short history with these types of claims and the small number of successful cases in the country. In addition, there are different procedural requirements to initiate shareholder lawsuits. As a result, it may be more difficult for our minority shareholders to enforce their rights against us, our directors or controlling shareholders than it would be for shareholders of a U.S. company.
Holders of the ADSs may find it difficult to enforce civil liabilities against us or our directors, officers and controlling shareholders.
We are organized under the laws of Panama, and our principal place of business (domicilio social) is in Panamá City, Panamá. All of our directors, officers and controlling shareholders reside outside of the United States, except for two members of our board of directors. In addition, substantially all our assets are located outside of the United States. As a result, it may be difficult for holders of the ADSs to effect service of process within the United States on such persons or to enforce judgments against them, including in any action based on civil liabilities under the U.S. federal securities laws. Based on the opinion of our Panamanian and Colombian counsel, there is doubt as to the enforceability against such persons in Panama and Colombia, whether in original actions or in actions to enforce judgments of U.S. courts, of liabilities based solely on the U.S. federal securities laws.
Relative illiquidity of the Colombian securities markets and the OTC Pink Market may impair the ability of an ADS holder to sell preferred shares or the ADSs.
Our preferred shares are listed on the Colombian Stock Exchange, which is relatively small and illiquid compared to stock exchanges in major financial centers. In addition, a small number of issuers represent a disproportionately large percentage of market capitalization and trading volume on the Colombian Stock Exchange. A liquid trading market for our securities might not develop or continue on the Colombian Stock Exchange. A limited trading market could impair the ability of an ADS holder to sell preferred shares (obtained upon withdrawal of such shares from the ADS facility) on the Colombian Stock Exchange in the amount and at the price and time such holder desires.
Furthermore, we have delisted from the NYSE and the OTC market or the Pink Market, is the lowest and most speculative tier of the three marketplaces for the trading of over-the-counter stocks. All three tiers are provided and operated by the OTC Markets Group. This marketplace offers to trade in a wide range of equities through any broker and includes companies in default or financial distress.
 
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Exchange rate fluctuations may adversely affect the foreign currency value of the preferred shares represented by the ADSs and any dividend or other distributions.
Preferred shares represented by the ADSs are quoted in Colombian pesos on the Colombian Stock Exchange. Dividends and other distributions regarding our preferred shares, if any, will be paid in Colombian pesos. Fluctuations in the exchange rate between Colombian pesos and U.S. dollars will affect, among other things, the foreign currency value of any such dividends or distributions.
We are a holding company with no independent operations or assets, and our ability to repay our debt and pay dividends to holders of the ADSs depends on cash flow generated by our subsidiaries, which are subject to limitations on their ability to make dividend payments to us.
We conduct no operations and our only material asset is our equity interests in our operating subsidiaries. Accordingly, our ability to repay our debt and pay dividends to holders of the ADSs depends on the generation of cash flow by our subsidiaries and their ability to make such cash available to us through dividends, debt repayment or otherwise.
In addition, our subsidiaries may not be able to, or may not be permitted to, make distributions to us to enable us to make payments in respect of our indebtedness or to pay dividends. Restrictions in our subsidiaries’ debt instruments and under applicable law limit their ability to provide funds to us, and if our subsidiaries are not able to provide funds to us, we may not be able to repay our debt or pay dividends to our shareholders, including holders of the ADSs. In 2021, our management proposed that dividends not to be distributed considering our net loss in 2020, which proposal was approved at our annual shareholders’ meeting on March 26, 2021.
 
Item 4.	Information on the Company	
 
A.	History and Development of the Company	
Avianca Holdings
We are a holding company incorporated in Panama following the combination of Avianca and Taca in October 2009. Currently, we are the second largest airline company in Latin America.
In May 2011, we completed our initial public offering in Colombia on the Colombian Stock Exchange. In connection with that public offering, we sold 100,000,000 preferred shares. In May 2013, we issued $300 million in aggregate principal amount of 8.375% senior notes due 2020, our first offering in the international capital markets. In November 2013, we completed our initial public offering in the United States, listing ADSs representing our preferred shares on the NYSE. In April 2014, we issued $250 million in aggregate principal amount of additional 8.375% senior notes due 2020.
In November 2018, in anticipation of the United Copa Transaction, Synergy, then our controlling shareholder, transferred 489,200,000 of our common shares (corresponding to 74.0% of our total outstanding common shares and 48.9% of our total outstanding share capital) to BRW, a Delaware limited liability company and wholly owned subsidiary of Synergy. This transfer was made in the context of an overall restructuring process at Synergy in connection with the United Copa Transaction and did not change our ultimate ownership structure. Synergy transferred 26,800,000 of our common shares (corresponding to 5.1% of our voting share capital and 2.6% of our total outstanding share capital) to BRW. As a result of these transactions, BRW holds 515,999,999 of our common shares, or 78.1% of our voting share capital, which represents 51.5% of our total outstanding share capital. BRW then transferred one common share to United.
Under the terms of the United Loan Agreement, BRW pledged to Wilmington Trust, as collateral agent for the benefit of United, 78.1% of our common shares, among other assets, as security for BRW’s obligations under the United Loan Agreement. In addition, on November 9, 2018, Kingsland pledged to Wilmington Trust, as collateral agent for the benefit of United, all of the common shares that it owns in us (representing 21.9% of our common shares) as security for the payment and performance of certain contractual obligations owed by Kingsland to United under certain contractual arrangements, including an upside sharing agreement, a put option agreement and a cooperation agreement.
 
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Following defaults by BRW under the United Loan Agreement, United accelerated the United Loan Agreement and, in May 2019, commenced the exercise of remedies against BRW and BRW Holding. Pursuant to the terms of the United Loan Agreement, United appointed Kingsland as the Independent Third Party entitled to exercise voting control over BRW and, as a result, BRW Holding (and, indirectly, Synergy) lost the right to direct the manner in which BRW votes the pledged shares. Through its ownership of our common shares and its authority as manager of BRW (with the right to direct the voting of the pledged shares), Kingsland assumed voting control over us. Subsequently, in May 2019, certain members of our board of directors, including José Efromovich and Germán Efromovich, were replaced by our current directors.
On May 10, 2020, Avianca Holdings S.A. as debtor-in-possession and certain of its affiliated entities filed voluntary petitions for chapter 11 relief under title 11 of the United States Code (11 U.S.C. §§ 101 et seq.) in the United States Bankruptcy Court for the Southern District of New York, which cases are being jointly administered under Case No. 20-11133 (MG). On September 21, 2020, AV Loyalty Bermuda Ltd. and Aviacorp Enterprises S.A. also filed for voluntary petitions for Chapter 11 relief under Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York.
Avianca
Avianca is the second oldest airline in the world and, in 2019, turned 100 years and is the longest continuously operating airline in the world.
Avianca was organized in 1919 as SCADTA (Sociedad Colombo-Alemana de Transportes Aéreos) by a group of Colombian and German investors that pioneered aircraft navigation in Colombia with Junkers F-13 hydroplanes. By the early 1920s, Avianca was offering international service to Venezuela and the United States. During World War II, the German investors sold their stake to Pan American World Airways, a U.S. corporation. In 1940, Aerovías Nacionales de Colombia S.A. (“Avianca”), was incorporated in connection with the merger of SCADTA and SACO (Servicio Aéreo Colombiano). In 1963, Avianca acquired SAM S.A. (Sociedad Aeronáutica de Medellín), a Medellín based passenger airline. In 1981, Avianca built and began operating the Puente Aéreo terminal in Bogotá to service domestic routes in Colombia. Avianca remodeled this terminal in 2006 and enjoyed exclusive rights to use it for domestic routes in Colombia until May 2018, when Operadora Aeroportuaria Internacional (“OPAIN”), provided Avianca the necessary space to have its domestic and international operations integrated under one terminal at El Dorado International Airport. In 2004, our indirect controlling shareholder, Synergy, acquired Avianca, helping it emerge from its Chapter 11 reorganization. In 2005, Avianca changed its name to Aerovías del Continente Americano S.A. Avianca. In 2008, Avianca acquired Tampa Cargo, a leading Colombian cargo airline, and, in 2010, it acquired Avianca Ecuador, formerly known as Aerogal, which is a direct subsidiary of Avianca Holdings S.A., and merged with SAM S.A., with Avianca as the surviving entity.
Taca
Taca was organized in 1931 in Honduras as Transportes Aéreos Centroamericanos – TACA. In the 1930s and 1940s, Taca expanded throughout Central America, including Costa Rica, El Salvador, Guatemala, Nicaragua and Panama. By the 1950s, its operations had consolidated into one airline, Taca International, based in El Salvador. In 1963, the Kriete family acquired a majority interest in Taca. In the 1990s, Taca began acquiring interests in the flag carriers of each of the other Central American countries. In 1998, Taca modernized its fleet and redesigned its schedule into a dual hub and spoke network, with hubs in San Salvador and San José. In 1999, Taca launched Avianca Peru, formerly Trans American Airlines S.A., and added a hub in Lima, Peru.
 
B.	Business Overview	
Sources of Revenue
Passenger
Our principal product is scheduled passenger air transportation. We target business travelers, which in 2020 represented 25% of our domestic and Latin American traffic. We also target leisure travelers with our extensive network. Leisure traffic tends to coincide with holidays, school schedules and cultural events and peaks in July and August and again in December and January, as well as during the Easter holiday in March/April.
 
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Cargo and Other
In addition, we generate revenue through our LifeMiles loyalty program and through our dedicated cargo operations, which transports express shipments to destinations across Latin America, the United States and Europe comprising of air mail, air freight and air express services. Our other revenue activities include our courier transportation operations which comprise shipment of small parcels between countries, on a door-to-door basis and with defined transit time commitments from carriers as well as air transport-related services such as maintenance, crew training and other airport services provided to third party carriers through our Avianca Services division, as well as service charges and ticket penalties. We also generate revenue from aircraft and property leases, marketing rebates, duty-free sales and charter flights.
Passenger Revenue
Our passenger revenue primarily comprises ticket sales, including revenue from redemption of miles under our LifeMiles loyalty program and ancillary revenue, which includes additional charges that are billed to passengers, such as fees for excess baggage, date, destination and name changes and special services relating to empty seats, unaccompanied minors and lounge passes.
Our passenger revenue represented 58.7%, 84.5% and 83.3% of our total revenue in 2020, 2019 and 2018, respectively.
Domestic Passenger Revenue
Domestic passenger revenue accounted for 51.0%, 51.2% and 49.1% of our total passenger revenue in 2020, 2019 and 2018, respectively. For accounting purposes, we consider flights to be domestic or international flights based on origin, not destination.
Colombia
Our Colombian domestic passenger revenue accounted for 92.1%, 89.1% and 86.5% of our total domestic passenger revenue in 2020, 2019 and 2018, respectively. In Colombia, in 2020, approximately 80% of our domestic passengers flew from or to Bogotá, 10% passed through Bogotá in transit to other points on our domestic route network and 10% were point-to-point travelers that did not travel to or through Bogotá. Bogotá is an important business center with a population of approximately 7.7 million, as are Medellín, Cali and Barranquilla with populations of approximately 2.5 million, 2.3 million and 1.3 million, respectively according to the Colombian National Administrative Department of Statistics (Departamento Administrativo Nacional de Estadística – DANE), as of December 31, 2020.
Ecuador
Our Ecuadorian domestic passenger revenue accounted for 6.7%, 7.3% and 6.7% of our total domestic passenger revenue in 2020, 2019 and 2018, respectively. As of December 31, 2020, we operated approximately six daily domestic flights on five routes.
International Passenger Revenue
We operate international routes through our airlines Avianca (Colombia), Taca International (El Salvador), Avianca Costa Rica S.A., Avianca Ecuador S.A. Two of our subsidiaries, Aviateca S.A. (Guatemala) and Taca de Honduras, operate their international routes through charter flights and wet leases with other of our subsidiaries.
International passenger revenue accounted for 49.0%, 48.8% and 50.9% of our total passenger revenue in 2020, 2019 and 2018, respectively.
 
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Regional Operations in Central America
We operate regional routes in Central America through our regional airlines: Isleña de Inversiones S.A. de C.V.—Isleña (Honduras) and Aviateca S.A. (Guatemala). Passenger revenue from our regional operations in Central America accounted for 0.6%, 0.5% and 1.2% of our total passenger revenue in 2020, 2019 and 2018, respectively.
Route Network and Schedule
Pre-COVID-19 Pandemic
In 2020, prior to the onset of the COVID-19 pandemic we operated up to 686 daily scheduled flights to 76 destinations in North America, Central America, South America and Europe. Our network combines strategically located hubs in Bogotá and San Salvador, as well as strong point-to-point service from and to different major destinations in North America, Central America, South America and Europe. We also provide our passengers with access to flights to 140 additional destinations worldwide through code-share arrangements with Aeroméxico, All Nippon Airways, Air China, Air India, Air Canada, Azul, Copa, Etihad, EVA Airways, GOL Linheas Aéreas, Iberia, Lufthansa, Silver Airways, Singapore Airlines, TAP Portugal, Turkish Airlines and United Airlines. Our membership in Star Alliance since 2012 increased the reach of our frequent flyer program, granting our clients access to more than 1,300 airports in 195 countries with 19,000 daily flights and more than 1,000 VIP lounges throughout the world, as well as mileage accruals and redemptions with Star Alliance’s 26 carrier members. As part of our network streamlining and focus on profitability, in 2019, we cancelled 19 of our international routes and nine of our domestic routes.
We connect city pairs with lower passenger traffic through our hubs, which allows us to build density on our flights and serve these destinations with a higher frequency. When passenger demand for a particular city pair is sufficient, we provide point-to-point service, which reduces travel time and inconvenience for passengers. We believe that this mixed model allows us to efficiently allocate our resources among high and low-traffic destinations.
For international connections at our hubs, we operate a morning bank, an evening bank and a midday bank of flights, with flights timed to arrive at the corresponding hub at approximately the same time and to depart a short time later. These banks allow us to provide more frequent service to many destinations, allow some passengers more convenient connections and increase the flexibility of scheduling flights throughout our route network.
During COVID-19 Pandemic
Following orders by the governments of Colombia and of other countries in which we operate, we temporarily ceased international passenger operations to and from Colombia, ceased all Colombian domestic passenger flight operations and cancelled all passenger flights to and within Peru, El Salvador and Ecuador from March 25, until September 2020. As a result of these measures, substantially all of our passenger flights were cancelled and our corresponding fleet was grounded. During this period, we transported approximately 52,503 passengers on 410 repatriation and humanitarian flights to 45 destinations in 30 countries.
As governments partially lifted flight restrictions during the fourth quarter in the markets we operate in, we transported a total of 1,692,681 passengers on 7,627 flights to 68 destinations.
The following table sets forth the distribution of the revenue generated through our passenger revenue (flown tickets) which are part of our passenger related operating revenues, generated in each region for the periods indicated (considering destination):

 	  	Year ended December 31,	 		
	Region	  	2020	 	 	2019	 	 	2018	 	
Domestic Colombia	  	 	222,491,928	 	  	 	26.6	% 	 	 	762,133,935	 	  	 	23.0	% 	 	 	799,810,016	 	  	 	23.9	% 		
Central America & Caribbean	  	 	80,889,882	 	  	 	9.7	% 	 	 	394,865,107	 	  	 	11.9	% 	 	 	405,973,948	 	  	 	12.1	% 		
North America(1)	  	 	265,630,857	 	  	 	31.8	% 	 	 	959,048,361	 	  	 	29.0	% 	 	 	908,440,585	 	  	 	27.1	% 		
South America (excludes domestic Colombia)	  	 	168,396,954	 	  	 	20.1	% 	 	 	729,553,854	 	  	 	22.1	% 	 	 	789,266,613	 	  	 	23.5	% 		
Others	  	 	98,755,020	 	  	 	11.8	% 	 	 	460,902,237	 	  	 	13.9	% 	 	 	449,274,216	 	  	 	13.4	% 		
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 		
Total	  	 	836,164,641	 	  	 	100.0	% 	 	 	3,306,503,494	 	  	 	100.0	% 	 	 	3,352,765,378	 	  	 	100.0	% 		
 
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The following table sets forth information regarding the number of revenue passengers we carried in each region for the periods indicated (considering destination):

 	  	Year ended December 31,	 	
 	  	2020	 	 	2019	 	 	2018	 	
Domestic Colombia	  	 	4,506,025	 	  	 	58.9	% 	 	 	15,508,518	 	  	 	52.4	% 	 	 	14,834,728	 	  	 	50.0	% 	
Central America & Caribbean	  	 	694,431	 	  	 	9.1	% 	 	 	3,552,040	 	  	 	12.0	% 	 	 	3,675,837	 	  	 	12.4	% 	
North America(1)	  	 	1,179,526	 	  	 	15.4	% 	 	 	4,576,741	 	  	 	15.5	% 	 	 	4,375,928	 	  	 	14.7	% 	
South America (excludes domestic Colombia)	  	 	1,029,772	 	  	 	13.5	% 	 	 	4,874,514	 	  	 	16.5	% 	 	 	5,786,195	 	  	 	19.5	% 	
Others	  	 	238,189	 	  	 	3.1	% 	 	 	1,068,212	 	  	 	3.6	% 	 	 	1,000,977	 	  	 	3.4	% 	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Total	  	 	7,647,943	 	  	 	100.0	% 	 	 	29,580,025	 	  	 	100.0	%	 	 	29,673,665	 	  	 	100.0	% 	
The following table sets forth ASKs (in millions) in each region for the periods indicated (considering destination):

 	  	Year ended December 31,	 		
	Region	  	2020	 	 	2019	 	 	2018	 	
Domestic Colombia	  	 	2,629	 	  	 	18.3	% 	 	 	8,285	 	  	 	15.2	% 	 	 	7,859	 	  	 	14.7	% 		
Central America & Caribbean	  	 	1,210	 	  	 	8.4	% 	 	 	5,901	 	  	 	10.8	% 	 	 	5.,960	 	  	 	11.2	% 		
North America(2)	  	 	5,002	 	  	 	34.8	% 	 	 	17,179	 	  	 	31.6	% 	 	 	16,226	 	  	 	30.4	% 		
South America (excludes domestic Colombia)	  	 	2,971	 	  	 	20.7	% 	 	 	12,490	 	  	 	23.0	% 	 	 	13,485	 	  	 	25.3	% 		
Others	  	 	2,569	 	  	 	17.9	% 	 	 	10,554	 	  	 	19.4	% 	 	 	9,780	 	  	 	18.3	% 		
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 		
Total	  	 	      14,383	 	  	 	  100.0	% 	 	 	      54,410	 	  	 	  100.0	%	 	 	      53,310	 	  	 	  100.0	% 		

(2)	North America includes Mexico.	
Network and Schedules
Bogotá Hub
At the beginning of 2020, we operated approximately 3,324 weekly scheduled flights through our Bogotá hub to 25 destinations in Colombia, eight in North America, 12 in South America, ten in Central America and the Caribbean and four in Europe. As of December 31, 2020, we operated approximately 1,453 weekly scheduled flights through our Bogotá hub to 24 destinations in Colombia, seven in North America, ten in South America, eight in Central America and the Caribbean and three in Europe. Unlike in our international operations, we utilize a “rolling hub” system in our domestic operations whereby our inbound and outbound connecting flights operate throughout the day, instead of during designated time banks.
San Salvador Hub
Our San Salvador hub connects, principally, passengers from different destinations in North America, Central America and South America. At the beginning of 2020, we operated approximately 615 weekly scheduled flights through our San Salvador hub to 11 destinations in North America, five in South America and nine in Central America and the Caribbean. As of December 31, 2020, we operated approximately 221 weekly scheduled flights through San Salvador to 11 destinations in North America, one in South America and four in Central America and the Caribbean.
San José
At the beginning of 2020, we operated approximately 137 weekly scheduled flights through our network in San José to two destinations in South America and three in Central America and the Caribbean. As of December 31, 2020, we operated approximately 31 weekly scheduled flights through our network in San José to one destination in South America and two in Central America and the Caribbean. Our San José network connects, principally, passengers from different destinations in South America and Central America.
 
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Ecuador
At the beginning of 2020, we operated approximately 365 weekly scheduled flights through our network in Ecuador to six destinations in Ecuador, three in South America and one in Central America. As of December 31, 2020, we operated approximately 116 weekly scheduled flights through our network in Ecuador to six destinations in Ecuador and one in South America.
Regional Operations in Central America
At the beginning of 2020, we operated approximately 14 weekly scheduled regional flights to two destinations in Central America through Isleña (Honduras). As of December 31, 2020, we had no operations in that market.
Point-to-Point Service
In addition to the destinations served through our hubs, we provide domestic and international point-to-point service between destinations in North, Central and South America, as well as Europe.
Cargo and Courier Operations
In addition to our passenger transportation operations, we generate revenue from our cargo and courier transportation operations, primarily from the air transportation of goods, on an airport-to-airport basis, and other complementary services. In addition, we also generate cargo and courier revenues by domestic and international shipments of small parcels, on a door-to-door basis and with defined transit time commitments.
Cargo
Our cargo business operates on most of the route network of our passenger business as we are able to efficiently use the belly capacity of our passenger fleet. In addition, we strengthen our destination offering through 92 interline agreements with other airlines and we rely on freighter-only operations. We carry cargo for a variety of customers, including other international air carriers, freight-forwarding companies, export-oriented companies and individual consumers. Our cargo business is operated by both Avianca Cargo and Deprisa. In 2020, Avianca Cargo represented the largest cargo carrier in gross tons in Colombia, with 40.6% of market share according to Aeronautica Civil of Colombia. Additionally, Avianca Cargo ranked in the top two carriers of international freight in/out of Miami, with a 15.1% market share as stated in Miami International Airport’s Statistics.
Our international cargo operations are headquartered in Bogotá, and we have cargo operations in Medellín and Miami. The United States accounts for the majority of our cargo traffic to and from Latin America. In Latin America, our cargo operations focus on Colombia, Ecuador, Peru, Brazil, Mexico, Argentina and Chile. We operate from/to Europe through our passenger schedule services mainly to Madrid and Barcelona, and through our freighter service to Madrid, Amsterdam and Zaragoza. We also offer other destinations around the world through commercial agreements.
Cargo flows are unidirectional. This characteristic is a key determinant in the structure of our cargo operations and especially relevant in markets featuring structural imbalances between inbound and outbound flows or during specific periods of disequilibrium. Lack of demand in one particular direction may force us to rely on different markets in order to maximize loads on return flights. In recent years, we believe we have successfully diversified our cargo business origins and destinations, creating a larger network that permits us to decrease regional dependence and maximize asset utilization.
In 2020, our cargo capacity in terms of ATKs decreased by 24.4% and our RTKs decreased by 9.8% as compared to 2019. This resulted in a 11.1 percentage point increase in our cargo load factor, from 57.7% in 2019 to 68.7% in 2020. According to IATA, the load factor in 2020 in the international and the total market was 60.3% and 54.5%, respectively. Our performance reflects our strategy of freighter schedule optimization.
 
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The following table sets forth certain of our cargo operating statistics for domestic and international routes for the periods indicated:

 	  	2020	 	 	2019*	 	 	2018	 	
Total ATKs (millions)	  	 	2,081	 	 	 	2,739	 	 	 	2,460	 	
Total RTKs (millions)	  	 	1,429	 	 	 	1,579	 	 	 	1,40	 	
Weight of cargo carried (thousands of tons)	  	 	535	 	 	 	602	 	 	 	563	 	
Total cargo yield (cargo revenue/RTKs, in $)	  	 	0.37	 	 	 	0.32	 	 	 	0.39	 	
Total cargo load factor	  	 	68.7	% 	 	 	57.7	% 	 	 	57.3	% 	
 
*	Does not include Domestic Ecuador	
Courier
We also offer domestic and international courier services under our Deprisa brand, which is widely recognized throughout Colombia. We are committed to providing optimal logistics solutions in domestic and international delivery of documents, packages and other merchandise. Deprisa is a significant player in the courier market with 124 points of sale 59 retail establishments in Colombia, with 758 domestic destinations and 225 international destinations. Deprisa offers a wide portfolio of products and superior delivery times via air and/or ground, with premium service offering delivery next day and standard services ranging from 24 to 96 hours.
Deprisa offers Avianca third-party logistics services complementary to transportation, such as storage, inventory control and global distribution of uniforms to employees.
Our courier revenue represented 2.7%, 1.3% and 1.3% of our total operating revenue for the years ended December 31, 2020, 2019 and 2018, respectively.
LifeMiles Loyalty Business
We believe that our loyalty business enhances customer loyalty and brand recognition and is one of our key strengths in improving our profitability.
Launched in March 2011, our loyalty program LifeMiles has enhanced our brand recognition by providing superior customer service through member engagement and an outstanding miles-to-rewards ratio. Our LifeMiles program has enhanced loyalty to Avianca with approximately 10.1 million members as of December 31, 2020. With 13 Freddie Awards, LifeMiles is one of the most awarded programs in the Americas since 2013 and is the only Latin American program to have won a Freddie Award since 2012. LifeMiles’ 754 commercial partners include thousands of retail stores in core markets such as Colombia, El Salvador, Costa Rica and Guatemala, where members can earn and redeem their miles at the point of sale. These local coalitions strengthen engagement with members and allow members to earn miles on a higher percentage of their monthly spending. In addition, members using a LifeMiles credit card to pay for merchandise within the coalition can “double dip” (earn miles on their credit card and earn miles through the retailer) on the same transaction. As of December 31, 2020, approximately 565,000 co-branded credit cards were active. In addition to accelerated program growth and increased presence of both the Avianca and LifeMiles brands in the day to day lives of our members, our rapidly growing coalitions create increased demand for LifeMiles credit cards, as well as other LifeMiles products such as “Multiply Your Miles” and “Club LifeMiles.” As of December 31, 2020, we held 89.9% ownership stake in LifeMiles.
LifeMiles contributes to the strength of our primary business in key commercial markets and supports yields through miles-based voluntary up-sell incentives. LifeMiles generates revenue through the commercialization of miles, many of which we sell to banks. We have 23 co-branded credit card partner banks, and active mileage sales agreements with approximately 100 financial institutions.
LifeMiles’ expenses can be grouped into reward costs and overhead costs. Reward costs generally represent over 80% of LifeMiles’ cost base and the primary reward cost is airline tickets, in which LifeMiles is required to pay Avianca for tickets redeemed by LifeMiles’ members to fly on Avianca or any of its air partners. Other reward costs include hotel nights, rental cars, tours and merchandise via the LifeMiles rewards catalog and directly in our retail partners’ stores, among others. Overhead costs include, but are not limited to, investments in marketing, operational costs and information technology costs and salaries.
LifeMiles’ business model provides strong operating margins, positive working capital and minimal capital expenditure requirements, which provides a unique ability to gain scale quickly. This business model includes an attractive cash flow cycle, with cash inflows from the sale of miles well in advance of the cash outflows corresponding to the redemption of those miles, making it possible for LifeMiles to earn interest on its cash balance. In addition, LifeMiles’ unit costs are largely contracted with its main partners for extended periods, providing visibility and stability to a significant portion of its total costs and gross margins.
 
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Since the program’s inception, LifeMiles members have generally demonstrated a willingness to pay higher average fares than those paid by non-members. We believe this is in part because of high customer satisfaction, increased passenger loyalty and because many of our business travelers, who frequently purchase more expensive, last-minute tickets, are typically also LifeMiles members. LifeMiles’ gross billings were $162 million, $333 million and $354 million in 2020, 2019 and 2018.
The following table sets forth certain operating statistics for LifeMiles:

 	  	Year ended December 31,	 	
 	  	2020	 	  	2019	 	  	2018	 	
Gross billings* (in millions of $)	  	 	162	 	  	 	333	 	  	 	354	 	
Total members (in millions)	  	 	10.1	 	  	 	9.7	 	  	 	8.9	 	
Active commercial partners (non-air)	  	 	754	 	  	 	586	 	  	 	515	 	
 
*	Not a financial measure, Gross billings is a standard term in the loyalty business industry defined as the consideration received or receivable from the sale of miles, incentive payments and fees	
The term of our agreement with LifeMiles is until 2040. This agreement includes, among other provisions, a 20-year exclusivity with LifeMiles as the provider and operator of the frequent flyer program of Avianca and a formula that complies with the applicable transfer pricing rules in each jurisdiction, to calculate (i) the price of miles sold from LifeMiles to Avianca (which, in turn, are used by Avianca to incentivize customer loyalty) and (ii) to determine the price paid by LifeMiles to Avianca for reward tickets (when a member of the LifeMiles program redeems miles for air services with Avianca).
Description of Avianca-Advent Transaction
On September 21, 2020, (a) Avianca Holdings S.A., (b) AV Loyalty Bermuda, Ltd., an exempted company limited by shares incorporated under the laws of Bermuda (the “LifeMiles Buyer”) and a wholly-owned subsidiary of Avianca Holdings S.A., and (c) AI Loyalty (Cayman) Limited, a corporation organized under the laws of the Cayman Islands (the “LifeMiles Seller”) and an affiliate of Advent International Corporation, entered into a Securities Purchase Agreement (the “LifeMiles SPA”), pursuant to which (i) the LifeMiles Seller agreed to sell to the LifeMiles Buyer, and the LifeMiles Buyer agreed to purchase form the LifeMiles Seller, 1,990 common shares of LifeMiles, representing 19.9% of the issued and outstanding common shares of LifeMiles (such shares, the “LifeMiles Purchased Shares”, and the purchase and sale of the LifeMiles Purchased Shares, the “LifeMiles Purchase”), (ii) the LifeMiles Seller granted to the LifeMiles Buyer an option to purchase from the LifeMiles Seller 1,010 common shares of LifeMiles representing 10.1% of the issued and outstanding common shares of LifeMiles (such shares, the “LifeMiles Option Shares”, and such purchase option, the “LifeMiles Call Option”), and (iii) the LifeMiles Buyer granted to the LifeMiles Seller an option to sell to the LifeMiles Buyer the LifeMiles Option Shares (such sell option, the “LifeMiles Put Option”).
The consideration payable by the LifeMiles Buyer to the LifeMiles Seller in connection with the LifeMiles Purchase comprised (i) $26.5 million in cash, plus (ii) $168.5 million in principal amount of “Tranche A-1 Loans” under that certain Debtor-in-Possession Credit Agreement, dated as of October 13, 2020, among Avianca Holdings, as debtor-in-possession, the guarantors party thereto, each of the several banks and other financial institutions or entities from time to time party thereto as lenders, and JPMorgan Chase Bank, N.A., as administrative agent and as collateral agent (the “DIP Credit Agreement”), plus (iii) certain fees required to be paid pursuant to, and in the manner and at the time set forth in, that certain Letter Agreement, dated as of September 21, 2020, among Avianca Holdings, the LifeMiles Buyer and the LifeMiles Seller (the “Advent Fee Letter”).
The closing of the LifeMiles Purchase was consummated on October 13, 2020 (the “LifeMiles Purchase Closing”). Upon consummation of the LifeMiles Purchase Closing, the LifeMiles Buyer increased its stake in LifeMiles from 70% to 89.9% of the issued and outstanding common shares of LifeMiles and the LifeMiles Seller reduced its stake in LifeMiles from 30% to 10.1% of the issued and outstanding common shares of LifeMiles. In addition, upon consummation of the LifeMiles Purchase Closing, among other things, LifeMiles, Avianca Holdings, the LifeMiles Buyer and the LifeMiles Seller entered into an amended and restated shareholders’ agreement of LifeMiles (the “LifeMiles A&R Shareholders Agreement”). The LifeMiles A&R Shareholders Agreement provides for certain governance rights, certain transfer restrictions, certain information rights, a certain dividend policy, a minimum cash policy and certain other matters.
 
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The LifeMiles Call Option is exercisable by the LifeMiles Buyer at any time following the LifeMiles Purchase Closing and until September 1, 2022. The LifeMiles Put Option is exercisable by the LifeMiles Seller at any time from and after August 19, 2022; provided that, if certain events take place, the LifeMiles Put Option is exercisable by the LifeMiles Seller at any time following the occurrence of any such events. The consideration payable by the LifeMiles Buyer to the LifeMiles Seller in connection with the LifeMiles Call Option or the LifeMiles Put Option, as applicable, consists of (i) $5.0 million in cash, plus (ii) interest accrued thereon during the period commencing on the date of the LifeMiles Purchase Closing and ending on the date immediately prior to the date of consummation of the LifeMiles Call Option or the LifeMiles Put Option, as applicable, at a rate per annum equal to the interest rate applicable to the “Tranche A-1 Loans” under the DIP Credit Agreement (including the applicable interest rate if interest on the “Tranche A-1 Loans” is paid in kind), plus (iii) fees (calculated in respect of the amount set forth in clause (i) of this sentence) equivalent to those payable to the LifeMiles Seller under the DIP Credit Agreement and the Advent Fee Letter with respect to the “Tranche A-1 Loans” under the DIP Credit Agreement held by the LifeMiles Seller. As of the date of this annual report, neither the LifeMiles Call Option nor the LifeMiles Put Option has been exercised.
For more information on the Avianca Advent transaction, see note 25 to our audited consolidated financial statements as of and for the year ended December 31, 2020, included elsewhere in this annual report.
Ancillary Services
We provide certain passenger ancillary services that complement our passenger and cargo business and further diversify our sources of revenue. Revenue from passenger ancillary services primarily comprises sales of LifeMiles program rewards to commercial partners and members of the program (net of the value of the underlying rewards which, when redeemed, are recognized as passenger revenue), air transport-related services such as maintenance, crew training and other airport services provided to third party carriers through our Avianca Services division, service charges, ticket penalties, aircraft and property leases, marketing rebates, duty-free sales and charter flights.
Revenue from ancillary services, which are part of our passenger related operating revenue, accounted for 3.2%, 3.2% and 4.0% of our total revenue for the years ended December 31, 2020, 2019 and 2018, respectively.
Seasonality
As a consequence of the COVID-19 pandemic, the governments of Colombia and other countries in which we operate, have temporarily suspended international and some domestic passenger operations. As a result of these measures, Avianca experienced a decrease in passenger income compared to previous periods.
Normally, the results of operations for any interim period are not necessarily indicative of those for the entire year because the business is subject to seasonal fluctuations. These fluctuations are the result of high vacation and leisure demand occurring during the northern hemisphere’s summer season in the third quarter (principally in July and August) and again during the fourth quarter (principally in December). However, fluctuations in high holiday demand will be affected by the gradual recovery of passenger confidence in the wake of the pandemic.
In addition, January is typically a month in which heavy air passenger demand occurs. The lowest levels of passenger traffic are concentrated in February, March, and May. Given the proportion of fixed costs, the Company and its subsidiaries expect that quarterly operating results to continue to fluctuate from quarter to quarter.
In a regular year, prior to the COVID-19 pandemic, our operating results generally fluctuate from quarter to quarter due to seasonality. This fluctuation is the result of high vacation and leisure demand occurring during the northern hemisphere’s summer season in the third quarter (principally in July and August) and during holidays in the fourth quarter (principally in December) and the southern hemisphere’s summer season in January. In addition, our first and second quarter results are influenced by whether Holy Week falls in March or April.
Strategic Partnerships, Alliances and Commercial Agreements
General
We have established strategic partnerships that allow us to improve our overall network, expand our international connectivity, offer more attractive benefits to our LifeMiles customers, enhance our brand and build
 
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customer loyalty and revenue. These strategic partnerships provide for commercial cooperation agreements, codeshare and interline arrangements, as well as marketing initiatives, loyalty program reciprocity or benefit sharing, enhanced service levels at airports and, potentially, equity or debt investments in us by our partners, or by us in our partners.
We are a member of Star Alliance, a global integrated airline network founded in 1997 and the largest and the most comprehensive airline alliance in the world. As of December 31, 2019, Star Alliance carriers served more than 1,300 airports in 195 countries with 19,000 daily flights. Additionally, our bilateral commercial alliances with other airlines enhance travel options for customers by providing better coverage to common destinations, additional mileage accrual and redemption opportunities and access to markets that we do not serve directly. These commercial alliances typically loyalty program reciprocity, code sharing of flight operations (whereby seats on one carrier’s selected flights can be marketed under the brand name of another carrier), coordination of passenger services, including ticketing, passenger check-in, baggage handling and passenger connection, and other resource-sharing activities.
We have interline agreements with approximately 80 airlines worldwide and 17 codeshare agreements to provide connections on the basis of a single ticket, paid in a single transaction and currency, usually with baggage checked through to final destinations and in some cases with boarding passes issued all the way through for all connecting flights. We have five intermodal agreements with Renfe trains in Spain, Great Western Railway in Britain, National Express intercity buses in Britain, OEBB trains in Austria and Deutsche Bahn coach and bus services in Germany.
These alliances enhance our network, providing more options, facilities and benefits to our customers and additional revenues to us.
United Copa Joint Business Arrangement
In November 2018, we entered into a three-way revenue-sharing joint business arrangement with United and Copa to effect a strategic and commercial partnership that we expect will bring new service and innovation for passengers travelling between the United States and 19 countries in Latin America. This long-term revenue sharing arrangement covers routes between the United States and Central and South America (excluding the Caribbean, Mexico and Brazil). The agreement allows us to share revenue, integrate services and coordinate pricing and schedules with United and Copa for service between the United States and Latin America. For more information, see “—A. History and Development of the Company—Recent Acquisitions, Divestments and Strategic Alliances.”
Pricing and Revenue Management
Our revenue management model is focused on effective pricing and yield management, which are closely linked to our route planning, and our sales and distribution methods.
We maintain revenue management policies and procedures that are intended to maximize total revenue, while keeping fares generally competitive with those of our major competitors. The fares and the number of seats we offer at each fare are determined by our proactive yield management system and are based on a continuous process of analysis and forecasting. Past booking history, load factors, seasonality, the effects of competition and current booking trends are used to forecast demand. Current fares and knowledge of upcoming events at destinations that will affect traffic volumes are also included in our forecasting model to arrive at optimal seat allocations for our fares on specific routes. We use a combination of approaches, taking into account yields and flight load factors, depending on the characteristics of the markets served, to design a strategy to achieve the maximum revenue by balancing the average fare charged against the corresponding effect on our load factors.
Our model of fare segmentation seeks to maximize revenue per seat through dynamic inventory adjustment depending on demand. By increasing price segmentation, we are able to ensure that we continue to attract and retain high-yield business traffic including last minute seat availability for late booking business travelers, which is integral to our revenue management, as well as leisure travelers who usually pay lower fares for tickets purchased in advance. We charge higher prices for tickets on higher-demand flights, tickets purchased on short notice and tickets for itineraries suggesting a passenger would be willing to pay a premium.
 
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Sales and Distribution
We strive to maintain a sophisticated sales process and a multichannel strategy with extended customer reach. We sell our products through the following primary distribution channels: (i) our website, (ii) our mobile app, (iii) call centers, (iv) airport stations, (v) free-standing stores, (vi) direct agents and (vii) third parties such as travel agents, including through their websites. We strive to increase the share of more profitable corporate travel agencies and to increase e-commerce penetration, thereby bypassing more expensive distribution. Direct internet bookings by our customers represent our lowest cost distribution channel. In addition, 30.0% of all sales were generated by online channels in 2020, which creates significant cost savings for us. We intend to continue working to increase sales through online channels, in particular sales through our website and our mobile app, as these sales are more cost-efficient and involve lower distribution costs than sales through travel agencies.
We intend to continue consolidating our global agreements with major corporations, aiming to become the preferred corporate carrier in Latin America, and continue working closely with tourism boards to drive growth for both leisure and corporate travelers.
Set forth below is key data with respect to our main sales distribution channels in 2020:
 
 	•	 	Ticket and ancillary sales through direct ticket offices (airport ticket offices and city ticket offices) in Colombia and abroad accounted for 6.4% of our sales.	
 
 	•	 	Ticket and ancillary sales through our direct agents, which are third-party agents that work for us on an exclusive basis, accounted for 2.1% of our sales.	
 
 	•	 	Ticket and ancillary sales through our linked call centers, which are located in Colombia and El Salvador and handle reservations and sales calls with a reliable 24/7 customer service model, accounted for 4.5% of our sales. These call centers are linked to Getcom and are dedicated as a direct sales channel.	
 
 	•	 	Ticket and ancillary sales through our website portals and mobile app accounted for 29.7% of our sales.	
 
 	•	 	Ticket and ancillary sales through indirect channels accounted for 56.9% of our sales.	
Aircraft
Long-term Fleet Plan
As part of our Avianca 2021 Plan, we are streamlining our fleet in order to increase efficiency and have renegotiated our aircraft purchase orders to align with our business strategy.
In December 2019, we amended our agreements with Airbus and Muisca Aviation Limited to reassign one A320neo aircraft and we amended our agreements with Boeing and Valderrama Aviation Limited to reassign two B787-9 aircraft and postpone delivery from 2021 to 2024.
In January 2020, we reached agreements with Airbus and BOC Aviation to optimize our fleet plan as part of our implementation of the Avianca 2021 Plan. We reduced our firm commitments with Airbus to 88 A320neo (from 108) for delivery in 2025 through 2028 (20 per year) and the remaining eight aircraft in 2029. We cancelled or deferred A320neo family deliveries in 2020 through 2024. We also entered into 12-year leases for up to 12 A320neo aircraft with BOC Aviation for deliveries after 2023.
The following table sets forth our firm contractual deliveries scheduled as of March 31, 2021 through 2029:

	Aircraft Type	  	2021	 	  	2022	 	  	2023	 	  	2024	 	  	2025	 	  	2026	 	  	2027	 	  	2028	 	  	2029	 	  	Total	 	
Boeing 787-9	  	 	—	 	  	 	—	 	  	 	—	 	  	 	2	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	2	 		
Airbus A320neo	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	20	 	  	 	20	 	  	 	20	 	  	 	20	 	  	 	8	 	  	 	88	 		
A320neo (BOC)	  	 	—	 	  	 	—	 	  	 	2	 	  	 	8	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	10	 		
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 		
Total	  	 	—	 	  	 	—	 	  	 	2	 	  	 	10	 	  	 	20	 	  	 	20	 	  	 	20	 	  	 	20	 	  	 	8	 	  	 	100	 		
In the context of our Chapter 11 proceedings, certain of these agreements may be rejected or renegotiated. In addition, our fleet plan is subject to developments in our Chapter 11 proceedings.
 
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General
As of December 31, 2020, we operated a fleet comprising 143 aircraft 132 passenger aircraft and 11 cargo aircraft), 82 of which were owned, 61 of which were subject to long-term leases and one under a short-term wet lease. For our freight operations, as of December 31, 2020 we operated two 767F-200S, six Airbus A330F and three A300F. As of December 31, 2020, the average age of our operating passenger fleet was 8.11 years.
The following table sets forth the composition of our operating fleet as of December 31, 2020:

 	  	Number of aircraft	 	  	 	 	  	 	 	
 	  	Total	 	  	Owned and
finance
leases	 	  	Operating
leases	 	  	Average age
(years)	 	  	Seating
capacity	 	
Jets	  				  				  				  				  				
Airbus A319	  	 	13	 	  	 	11	 	  	 	2	 	  	 	11.62	 	  	 	120	 	
Airbus A319S	  	 	10	 	  	 	10	 	  	 	—  	 	  	 	6.07	 	  	 	120	 	
Airbus A320	  	 	42	 	  	 	19	 	  	 	23	 	  	 	10.73	 	  	 	150	 	
Airbus A320S	  	 	13	 	  	 	3	 	  	 	10	 	  	 	6.05	 	  	 	150	 	
Airbus A320neo	  	 	10	 	  	 	3	 	  	 	7	 	  	 	2.27	 	  	 	153	 	
Airbus A321	  	 	2	 	  	 	1	 	  	 	1	 	  	 	13.29	 	  	 	194	 	
Airbus A321S	  	 	9	 	  	 	4	 	  	 	5	 	  	 	6.08	 	  	 	194	 	
Airbus A321neo	  	 	2	 	  	 	—  	 	  	 	2	 	  	 	3.27	 	  	 	195	 	
Airbus A330	  	 	7	 	  	 	1	 	  	 	6	 	  	 	9.60	 	  	 	252	 	
Boeing B787	  	 	13	 	  	 	8	 	  	 	5	 	  	 	4.77	 	  	 	250	 	
				
 	  	Number of aircraft	 	  	 	 	  	 	 	
 	  	Total	 	  	Owned and
finance
leases	 	  	Operating
leases	 	  	Average age
(years)	 	  	Seating
capacity	 	
Turboprop	  				  				  				  				  				
ATR72	  	 	11	 	  	 	11	 	  	 	—  	 	  	 	6.79	 	  	 	68	 	
Cargo	  				  				  				  				  				
Airbus A330F	  	 	6	 	  	 	6	 	  	 	—  	 	  	 	7.20	 	  	 	60 tons	 	
Airbus A300F	  	 	3	 	  	 	4	 	  	 	—  	 	  	 	27.20	 	  	 	40 tons	 	
Boeing 767-200F	  	 	2	 	  	 	2	 	  	 	—  	 	  	 	33.60	 	  	 	40 tons	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  				
Total	  	 	143	 	  	 	82	 	  	 	61	 	  				  				
The following table sets forth the scheduled expirations of our aircraft leases as of December 31, 2020:

	Aircraft Type	  	2021	 	  	2022	 	  	2023	 	  	2024	 	  	2025	 	  	2026	 	  	2027	 	  	2028	 	  	2029	 	  	2030	 	  	2031	 	  	Total	 	
Airbus A319	  	 	—	 	  	 	—	 	  	 	2	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	2	 		
Airbus A320	  	 	1	 	  	 	2	 	  	 	—	 	  	 	4	 	  	 	7	 	  	 	1	 	  	 	3	 	  	 	2	 	  	 	2	 	  	 	1	 	  	 	—	 	  	 	23	 		
Airbus A320S	  	 	—	 	  	 	—	 	  	 	1	 	  	 	2	 	  	 	4	 	  	 	2	 	  	 	1	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	10	 		
Airbus A320neo	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	2	 	  	 	—	 	  	 	2	 	  	 	—	 	  	 	—	 	  	 	3	 	  	 	7	 		
Airbus A321	  	 	1	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	1	 		
Airbus A321S	  	 	—	 	  	 	—	 	  	 	1	 	  	 	—	 	  	 	—	 	  	 	4	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	5	 		
Airbus A321neo	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	2	 	  	 	—	 	  	 	—	 	  	 	2	 		
Airbus A330	  	 	1	 	  	 	—	 	  	 	1	 	  	 	2	 	  	 	2	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	6	 		
Boeing B787-8	  	 	—	 	  	 	1	 	  	 	1	 	  	 	2	 	  	 	—	 	  	 	1	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	5	 		
Boeing B787-9	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	—	 	  	 	1	 	  	 	—	 	  	 	—	 	  	 	1	 		
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 		
Total	  	 	3	 	  	 	3	 	  	 	6	 	  	 	10	 	  	 	13	 	  	 	10	 	  	 	4	 	  	 	4	 	  	 	5	 	  	 	1	 	  	 	3	 	  	 	62	 		
Our operating aircraft are subject to long-term leases, require monthly lease payments and have purchase options at the end of the lease. We are generally responsible for the maintenance, servicing, insurance, repair and
 
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overhaul of our leased aircraft. Under some of our lease agreements, we are required to make supplemental rent payments to aircraft leasing companies as deposits to guarantee the performance of overhaul work on aircraft under lease and are disbursed to cover overhaul costs. These funds are refunded to us to pay for scheduled overhauls. We record these payments as deposits and other assets under current and non-current assets in our consolidated financial statements. We are required to return leased aircraft in an agreed upon condition at the end of the leases. In certain lease agreements, we have agreed to make an end-of-lease adjustment. The rates to calculate this adjustment are set forth in the relevant lease agreement.
Of the 84 operating aircraft that we own or finance through financial debt, 89.3% are financed through commercial bank financing and some of these aircraft are supported by ECA financing and others under a private placement vehicle through guaranteed notes and loans. The average rate of these financings was 3.67% as of December 31, 2020.
In the context of our Chapter 11 proceedings, we are operating our aircraft under power by the hour lease agreements. Further, certain of these agreements may be rejected or renegotiated throughout the Chapter 11 process.
Maintenance
General
Aircraft maintenance, repair and overhaul are critical to the safety and comfort of our customers and the optimization of our fleet utilization.
Our maintenance facilities are located in Bogotá, Rionegro, Guatemala City San Salvador and can perform line maintenance, heavy maintenance (except in Guatemala City and San Salvador), components maintenance, non-destructive tests and specialized services, which include scheduled and unscheduled aircraft maintenance checks, including pre-flight, daily and overnight checks, “A-checks” and any diagnostics and routine repairs, as well as heavy airframe checks, including “C-checks” and structural checks.
We provide line maintenance services at most of our local stations. In addition, at our Rionegro facility, we provide heavy and components maintenance for other carriers through our Avianca Services business unit. Heavy maintenance comprises more complex inspections and “C-checks,” as well as aircraft servicing that cannot be completed overnight. Maintenance checks are performed as prescribed by aircraft manufacturers and approved and certified by international aviation authorities. These checks are based on the number of hours flown or the number of take-offs or calendar days.
All major engine repairs and overhauls are conducted by certified outside maintenance providers, including GE, Pratt & Whitney, IAI and Rolls Royce.
As of December 31, 2020, we employed 2,483 maintenance professionals, including administrative staff engineers, supervisors, technicians and inspectors. Each of our certified maintenance professionals is trained in maintenance procedures, completes our in-house training program and is licensed by the local authorities of the relevant country and, in many cases, by the FAA.
Maintenance Hangars
We have eight maintenance hangars, three of which are in Bogotá (one that can accommodate wide body planes such as a Boeing 787/A330 and two that can accommodate narrow body planes), three of which are at the Rionegro Airport, one of which is in Guatemala and one in El Salvador used for line maintenance. We provide third party maintenance in Rionegro and Bogotá hangars.
Certifications
Our satellite repair station in Bogotá, our principal repair station in Rionegro, and our Aviateca repair stations in Guatemala City, and El Salvador have certifications that allow us to perform maintenance on aircraft in these countries.
We are subject to approximately 74 annual audits by the aviation authorities in the countries in which we operate (including self-audits), in order to ensure that our maintenance procedures comply with the best practices and standards in the industry.
 
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Operational Training Center
We use an operational training center located close to Bogotá’s El Dorado International Airport for pilots, flight attendants and technicians, as well as for administrative employees. The student population is approximately 600 per day. The operational training center has six full-flight simulators for A320, A320neo A330, ATR, B787. These simulators are operated by CAE, an independent third party that lease us 2.531 square meters paying approximately $40.000 per month. The cost of training services for us is approximately $840,000 per month. Upon the conclusion of the services agreement’s term in 2034, we have the option to repurchase the operational training center, which we sold to CAE in 2019.
Fuel
Aircraft fuel prices comprise a variable and a fixed component. The variable component is set by the fuel refinery, reflects international price fluctuations for oil and exchange rates and is re-set monthly in the Colombian market. The fixed component is a spread charged by the fuel supplier and is usually a fixed cost per liter during the term of the contract.
Fuel costs represented 14.4%, 23.4% and 26.0% of our operating expenses in 2020, 2019 and 2018, respectively.
The following tables set forth certain information regarding our fuel consumption for the periods indicated:

 	  	Year ended December 31,	 	
 	  	2020	 	  	2019	 	  	2018	 	
Average price per gallon of jet fuel into plane (net of hedge) (in dollars)	  	 	1.86	 	  	 	2.25	 	  	 	2.34	 	
Gallons consumed (in thousands)	  	 	180,737	 	  	 	534.0	 	  	 	518,248	 	
		
 	  	Year ended December 31,	 	
 	  	2020	 	  	2019	 	  	2018	 	
Average price per gallon of jet fuel into plane (net of hedge) (in dollars)	  	 	1.86	 	  	 	2.25	 	  	 	2.34	 	
Gallons consumed (in thousands)	  	 	134.258	 	  	 	495,237	 	  	 	447,946	 	
ASKs (in millions)	  	 	14,383	 	  	 	54,410	 	  	 	53,310	 	
Gallons per ASK (in thousands)	  	 	9.3	 	  	 	9.1	 	  	 	9.2	 	
 
Except for ASKs, data in the table does not include regional operations in Central America or cargo operations.
Our fuel distributor in Bogotá is Terpel. Terpel supplied us with 96.46%, 85.1% and 85.0% of our fuel needs in Colombia in 2020, 2019 and 2018, respectively, and 44.35%, 38.0% and 37.0% of our total fuel consumption. While Terpel is our primary fuel supplier in Colombia, there are three additional suppliers in certain Colombian regional airports, which distribute approximately 4% of the remaining volume in the country. Our fuel supply contracts have terms until October 31, 2021.
For information on the volatility of fuel prices, see “Item 3. Key Information—D. Risk Factors—Risks Relating to the Airline Industry—Volatility in our fuel costs or disruptions in our fuel supply would materially and adversely affect our operating results” “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Fuel.” In order to protect ourselves against volatile fuel prices, we have entered into derivative futures, forwards or options contracts in the past and may do so again. We also may negotiate customized hedging products with fuel distributors. As of December 31, 2020, we did not have hedges in force of our projected consumption for 2021 through derivative instruments.
Marketing, Customer Experience and Advertising and Promotional Activities
The Avianca brand represents our forward-looking vision and we strive to be the preferred Latin American airline of our customers. In furtherance of this objective, we seek to continuously improve the quality of our marketing based on knowledge of travelers’ preferences and building on our relationships with our communication partners. Our brand vision is based on our key values of effort, innovation, connection and the importance of quality service and customer experience.
 
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Beginning in May 2013, Avianca became the sole, unified brand for all of our commercial airline operations. We seek to enhance customer experience by delivering high quality professional service and connecting to our customers emotionally. Moreover, we have worked on improving our communication effectiveness and integration with sales activities, which enable us to drive demand and strengthen brand loyalty while maintaining a strong emotional bond built upon Latin American and Colombian heritage in our core markets and to expand it globally to other countries in which we operate.
We strive to achieve the highest marketing impact at the lowest cost through efficient and effective marketing and advertising strategies with activities that include television, print, radio, billboards and digital media (including social media), as well as targeted public relations events in the cities to which we fly. As corporate travelers constitute an important part of our clientele, representing 22.9% of our revenue in 2020, we promote our services to these customers by conveying the reliability, convenience and consistency of our services and offering value-added services such as convention and conference travel arrangements. We also target large Colombian and multinational corporations that do business in Colombia by offering rewards that may be used towards the purchase of Avianca tickets, upgrades, excess baggage fees and other services. As travelers’ habits evolve and the technologies they use change, we continuously adjust our marketing and advertising techniques and tools. We invest in innovative digital marketing tools to efficiently reach current and prospective customers and maximize our sales and returns.
Some of our promotional activities include (i) low fare promotions for domestic and international travel, pursuant to which special rates are available during certain time frames, (ii) travel packages that consist of airfare, hotel, car rental and activities bundles, (iii) “ancillaries promotions” to increase average spending of passengers on additional services such as upgrades to business cabin, additional luggage and preferential seats and (iv) network and destination promotional activities, based on our or third party budgets to increase demand to specific destinations (with low fares, activities of interest, hotels and tour operator alliances).
We seek to improve customer experience, cut costs, optimize decision-making, increase earnings and transform daily operation processes and activities through our digital innovations. Our goal is to increase revenue through increased ticket sales through digital channels and, in so doing, enhance customer loyalty and engagement. We expect that better digital marketing management and e-commerce practices will increase our ancillary sales and we hope that our digitization efforts will reduce sales costs by migrating sales from commissioned channels to non-commissioned digital platforms, and by partially replacing call center support with less costly support through our digital channels.
In 2020, we were chosen as the “Best Airline in Colombia” and as the airline with the “Best Comfort and Food on board in Latin America” by the Kayak TravelAwards. In addition, we were rated by our passengers and awarded by the Airline Passenger Experience Association (“APEX”) as a Five Star Major Official Airline. Moreover, Avianca received a recognition for the fourth year in a row by the Dow Jones Sustainability Index—MILA Pacific Alliance. This index represents companies’ commitment to sustainable management, addressing the best financial, social and environmental management practices relevant to the investor community. Avianca is therefore one of the leading companies due to its corporate sustainability performance, and it is in seventh place among the most sustainable airlines in the world according to the index.
Competition
General
We face intense competition on our domestic and international routes from competing airlines, charter airlines and potential new entrants and also with regards to our loyalty program LifeMiles. Airlines compete mainly in the areas of pricing, scheduling (frequency and flight times), on-time performance, on-board experience, frequent flyer programs and other services.
The airline industry is highly sensitive to price discounting and the use of aggressive pricing policies. Other factors, such as flight frequency, schedule availability, brand recognition and quality of offered services (such as loyalty programs, VIP airport lounges, in-flight entertainment and other amenities) also have a significant impact on airline competitiveness. See “Item 3. Key information—D. Risk Factors—Risks Relating to the Airline Industry—We operate in a highly competitive industry and actions by our competitors could adversely affect us.”
Low-cost carrier business models have been gaining market share in Latin America in recent years, particularly as challenging regional macroeconomic conditions persist and effect consumer purchasing power. The success of VivaAir Group and Wingo in Colombia, GOL Linhas Aéreas and Azul in Brazil, Viva Aerobus and Volaris in Mexico, JetSMART in Chile and Flybondi in Argentina are evidence of this trend.
 
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Low-cost carriers’ operations are typically characterized by point-to-point route networks focusing on the highest-demand city pairs, high aircraft utilization, single-class service and fewer in-flight amenities. Our business model is based on efficiency, great network and a good, safe and flexible product. However, as low-cost carriers continue to penetrate our markets, downward pressure on the fares we charge could have a material adverse effect on our financial condition and results of operations. As such, we are building on our core strengths, including our strong operational performance, higher capacity, brand, market leadership position in the Latin American airline market, our membership in Star Alliance and the strength of the LifeMiles program, while improving our cost structure and providing our customers options with more point-to-point routes, in order to emerge from Chapter 11 as an elite competitor for years to come.
Commercial Airlines
Domestic Competition in Colombia
In the domestic Colombian passenger market, we compete primarily with LATAM, VivaAir, EasyFly, Satena and Wingo. We are the largest carrier with a share of 46.5% of the domestic Colombian passenger market in 2020, according to data provided by the CCAA.
According to the CCAA, in 2020, the market share of our largest competitor, LATAM, was approximately 21.6%; VivaAir had approximately 18.0%; Wingo had approximately 1.9%; Easyfly had approximately 7.3%; and Satena (a government-owned regional carrier) had approximately 4.1%.
Domestic Competition in Ecuador
In the domestic Ecuadorian passenger market, we compete primarily with LATAM. As of December 31, 2020, we operated six routes to six destinations and in 2020 we had 35.8% of market share, while LATAM had 50.7% and Tame Airlines had 13.5%.
International
In the international passenger market, we compete with a number of airlines (full-service and low-cost carriers), including Aeroméxico, Aerolíneas Argentinas, Air Canada, Air Europa, American Airlines, Copa Airlines, Delta Air Lines, Iberia, Interjet, JetSmart, Jet Blue Airways, LATAM, GOL Linhas Aéreas, Sky Airline, Spirit Airlines, United Airlines, Viva Air, Volaris and Wingo.
The global airline industry has been adapting to an increase in liberalized or “open skies” air transport agreements between nations. “Open skies” air transport agreements exist between the countries of the European Union and between Europe and the United States; in Latin America, multilateral “open skies” agreements exist between Colombia, Ecuador, Peru and Bolivia and bilateral “open skies” agreements between some of these countries and the United States. El Salvador also has an “open skies” policy. As a general matter, these liberalized or “open skies” air transport agreements serve to (i) reduce (or, in the case of “open skies,” eliminate) restrictions on route rights, designated carriers, aircraft capacity or flight frequencies and (ii) promote competitive pricing.
As a result of this continuing trend toward liberalized or “open skies” air transport agreements, a number of countries to which we fly have been negotiating to further liberalize or provide more flexibility to their agreements, which may change to the competitive environment. It is likely that the Colombian government will eventually liberalize restrictions on international travel to and from our Bogotá hub by, among other things, granting new route rights and flights to competing airlines and generally promoting increasing numbers of market participants on the routes we serve. See “Item 3. Key Information—D. Risk Factors—Risks Relating to the Airline Industry—We face increasing competition from other international airlines due to the continuing liberalization of restrictions traditionally affecting airlines and consolidation in the industry.”
Cargo and Courier
Our main cargo network hubs are located at El Dorado Airport in Bogotá and at Miami’s international airport. With respect to our international cargo operations, our main competitor is LATAM and other competitors include Atlas Air, Sky Lease, UPS, Cargolux, Amerijet and American Airlines.
 
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With respect to our domestic Colombian cargo operations, our main competitors are domestic freighter operators such as Aerosucre, AerCaribe, LAS and LATAM, which have large cargo operations at El Dorado Airport and provide similar coverage as us. In 2020, our airfreight market share according to Aeronautica Civil was 22% driven by reduction in passenger aircraft capacity due to Covid-19 and mainly due to ground transportation migration operated by Deprisa. The Colombian courier market is highly competitive and dispersed, largely due to the presence of informal and urban messenger players such as Rappi, Mensajeros Urbanos and Cabify Express. Our main competitors in the domestic Colombian courier market are Servientrega, Coordinadora, TCC, Envia, Interrapidísimo and 4/72. Deprisa also competes with FedEx, UPS and DHL in the international courier market.
LifeMiles
LifeMiles’ direct competitors in Latin America are other loyalty programs in the travel, retail banking and retail sectors. Each of the airlines that have a significant presence in our core markets have frequent flyer programs that compete with LifeMiles, maintaining co-branded credit card portfolios with a variety of banks throughout Latin America that compete with LifeMiles co-branded credit cards. LifeMiles’ main competitors include the loyalty programs of Latin American-based Copa Airlines and LATAM and major U.S. airlines such as American Airlines, Delta Air Lines and United Airlines.
In addition to airlines, a few major Latin American banks and retailers have established separate entities to own and manage loyalty programs, which remain relatively fragmented in our core markets and most of which are single proprietary in-house programs.
Bank loyalty programs have been growing on the back of strong partnerships with commercial partners other than airlines, leveraging well-established relationships to boost proprietary rewards credit card products.
The formal retail sector in our core markets is relatively concentrated and most major players have well-established customer loyalty programs that are embedded within their retail operations. In Colombia, Exito, the country’s largest retailer, has the Puntos Colombia loyalty program in partnership with Bancolombia. Similar to proprietary rewards credit card programs, we expect LifeMiles to compete and simultaneously partner with Puntos Colombia, generating gross billings through miles conversion. We have similar arrangements with Bonus in Peru and other proprietary retail loyalty programs and service providers in the region. We compete with other key retailers including Olímpica, La 14, D1 and Jerónimo Martins in Colombia, Falabella, InRetail and Cencosud in Peru and Walmart in Central America.
Additionally, there are a variety of advertising agencies and marketing services companies that provide white-label loyalty program operations to companies in the region. These white-label loyalty marketing companies typically charge markups on redemptions, customer service fees, systems delivery costs and other ancillary services. They normally do not own the loyalty point liability and do not generate revenue for points that expire. White-label loyalty program operators work in a part of the market with lower barriers to entry and are generally small.
Safety
We are committed to the safety of our customers and ground and flight operations employees. In 2019, we implemented safety performance indicators to improve decision-making processes based on data. As part of this initiative, our flight operations implemented a flight data analysis software based on cloud services, our ground operations implemented a ground risk management program and our maintenance operations implemented a maintenance risk management program.
The effectiveness and relevance of our safety management system has been evaluated and validated by different civil aviation authorities in Central and South America and by different industry organizations such as IATA and Bureau Veritas, assuring that our guidelines and procedures are in compliance with the requirements established by ICAO and within the best industry practices.
Our airlines that are part of IATA have been implementing the IOSA and ISAGO standards since 2003 and have continuously achieved recertification.
The FAA periodically audits the civil aviation authorities of other countries, and each country is given an IASA rating and an IOSA audit implemented for the industry by IATA. The IASA rating for Colombia, El Salvador, Costa Rica and Peru is Category 1, which is the highest rating and indicates a strong level of confidence in the safety regulation of each country’s respective civil aviation authority.
 
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We are an active member of IATA’s Safety Group, IATA’s Accident Classification Group, ALTA/IATA’s Safety Group (regional), Star Alliance, Safety Committee and the Colombian Safety Group.
We continuously invest in the safety training of our employees and, as part of our implementation of an operational safety culture program, in 2019, we partnered with IATA to conduct a survey on our operational safety culture.
From the beginning of the pandemic, Avianca defined measures focused on: prevention of contagion, use of personal protective equipment, and cleaning and disinfection processes.
Following the recommendations of the health authorities and the International Air Transport Association (IATA), we worked on how our aircraft, passengers and crews could safely return to the skies. We reinforced our security protocols, adapting them to the new reality in order to guarantee a safe restart of operations. Our new biosecurity protocols achieved certification by the authorities and official bodies in our main markets, with 100% ratings and seeks to make passengers feel safe during the purchase, check-in, documentation, boarding, flight and baggage claim processes.
These biosecurity protocols include continuous disinfection and cleaning of aircraft, social distancing and the use of elements for the care and protection of personnel on board and on the ground, among others. The airline’s personnel -on the ground and on board- are duly prepared to detect possible alerts and act according to established security protocols before boarding, during the flight and after landing. In addition, our aircraft are equipped with HEPA filters, which capture 99.97% of airborne microbes, and the cabin air system allows the air to be renewed every two to three minutes.
Security
We are subject to the security regulations of each of the countries in which we operate.
Our security director reports to our vice president of flight operations and security and works within the framework of the security management system designed by IATA. Our director of aviation and corporate security works closely with all areas to ensure regulatory compliance in security matters, as well as with authorities to identify and neutralize internal drug trafficking and money laundering related schemes.
As part of our security measures, we have (i) adopted a code of conduct that is signed by all employees (ii) adopted a hiring process that includes background checks, home visits, psychological evaluations, integrity tests and polygraph tests (where it´s allowed); (iii) implemented periodic dissemination of corporate security policies and communications of security matters to personnel; (iv) restructured procedures related to baggage, passenger identification, screening of transit passengers and inspection of baggage on United States-bound flights; (v) Process improvement and optimization of the use of inspection technicians under the supervision of security agents the level of supervision and training for security coordinators, guaranteed the training for interviewing process and the security controls in areas such as catering and baggage; (vi) Process improvement and optimization of the use of inspection technicians under the supervision of security agents and, as often as possible, the Colombian anti-narcotics police, to conduct detailed inspections of aircraft before departing to the United States; (vii) improved the training of x-ray operators; (viii) implemented a response procedure for security incidents on flights to the United States, including investigations, depositions sanctions and polygraph tests for specific cases, including the creation of an internal investigations office with personnel and support from the Colombian police and judicial authorities; and (ix) implementation of quality control activities, risk management as part of monitoring compliance with security procedures following the Security Management System (SeMS).
We work with Central American, South American, European and U.S. authorities to implement interdiction measures, which, in 2020, resulted in the seizure of 1,228 kilograms of illegal substances our security operating procedures are periodically subject to internal and external audits. For more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—We may incur substantial compliance costs and face sanctions if we fail to comply with U.S. and other international drug trafficking laws.”
Airport Facilities
Our operations are focused out of our hubs at Bogotá’s El Dorado International Airport and El Salvador’s International Airport. In 2020, we operated from 65 airports in the Americas and Europe, including 25 airports in Colombia. We lease check-in space, gates, crew lounges, maintenance, warehouses, sales and VIP lounge space throughout our network.
 
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Colombia: El Dorado International Airport
In April 2018, we fully migrated our domestic operations to El Dorado International Airport which, in 2019, operated 122,598 domestic flights and 49,691 international flights. In 2020, we operated an average of 109 domestic flights and 49 international flights per day, representing approximately 89% of our Colombian domestic flights and approximately 46% of our total international flights that either departed from or arrived at El Dorado International Airport.
El Dorado International Airport is undergoing a multi-phase expansion plan and implementing additional infrastructure and technology enhancements intended to improve schedule punctuality as well as passenger and baggage connecting times. The airport has two runways with a combined capacity of 40 departures and 34 arrivals per hour (weather permitting). Night operations are subject to reduced capacity due to noise abatement procedures. The airport is located at a high altitude (approximately 2,600 meters above sea level), which, together with temperature conditions, result in payload restrictions and require lower takeoff weight as a result of reduced aircraft performance.
We lease airport space for our check-in counters, ticket sales facilities, VIP lounges and back office operations from OPAIN.
El Salvador: El Salvador International Airport Monseñor Oscar Arnulfo Romero y Galdámez
El Salvador International Airport is located approximately 41 kilometers from the country’s capital, San Salvador. Avianca carried nearly 0.6 million passengers in El Salvador in 2020, 36% of which connected to one of our 16 destinations offered from this hub.
This airport comprises a single passenger terminal with 14 boarding bridges and nine remote positions, one cargo terminal and separate maintenance facilities. The El Salvadorian government is evaluating a plan that would significantly increase the number of gates and add a second runway. We are actively participating in the logistics and efforts to modernize the current terminal and are proactively contributing expertise in the development of the master plans for the construction of a new terminal. We are also participating in the governmental project to transform the areas next to the airport into an aeronautical cluster.
The El Salvador International Airport is government-owned and operated by an autonomous port authority entity, Comisión Ejecutiva Portuaria Autónoma (“CEPA”). We have entered into an operations contract with CEPA regarding access fees, landing rights and allocation of terminal gates. We lease airport space for our check-in counters, offices, warehouses and maintenance operations.
Insurance
We maintain insurance policies covering property damage, third-party liability, automobile liability, director and officer liability, professional liability, commercial crime, health, life, aviation, cargo, fidelity surety among other liabilities, with reputable insurance companies.
We have obtained the insurance coverage required by the terms of our leasing and financing agreements and believe our insurance coverage is consistent with airline industry standards and appropriate to protect us from material loss in light of the activities we conduct. In 2020, we paid $34.7 million in insurance premiums and had a total insured value of $7.2 billion.
Intellectual Property
We believe the Avianca brand is a household name in Colombia. We have registered the trademark Avianca with the trademark office in Colombia as well as in other countries, including the United States. Avianca Holdings is the owner of the figurative trademark while Avianca remains the owner of the nominative trademark. Both the figurative and the nominative trademark Avianca are used to identify, from a commercial standpoint, all or operating airlines. As discussed below, as of the date of this annual report, our intellectual property rights, including the Avianca brand, are pledged to creditors.
 
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To identify our Colombian courier services, we use the DEPRISA trademark under a license agreement with our Panamanian subsidiary company, International Trade Marks Agency Inc. To identify international courier services from the United States to Colombia, we use the Avianca Express trademark under a license agreement; we also have a franchise agreement by which we use this trademark to commercialize courier services from Spain and UK to some Andean countries. We began using the Avianca Cargo trademark to identify international cargo services provided by our subsidiary company Tampa Cargo and by the different airlines of Grupo Taca. We use the LifeMiles trademark, a registered trademark of our subsidiary LifeMiles Ltd., to identify our loyalty program. In 2019, we terminated our trademark agreements with Oceanair (which operated as Avianca Brasil) and with Avian Lineas Aereas S.A. in Argentina. As of the date of this annual report, we do not license our trademarks to any third parties.
In 2019, we registered the Avianca Express trademark in Colombia and licensed this trademark to our subsidiary Regional Express Americas S.A.S. to identify our regional air passenger transportation services.
Our obligations under our senior secured notes due 2023 are secured by, among other things, security interests in, and pledges or mortgages over, the following intellectual property rights:
(A) the Avianca trademark and variations thereof owned by Avianca;
(B) the Aerogal, Air Galapagos, Air Guayaquil, Galapagos Air and related trademarks owned by Avianca Ecuador S.A.;
(C) the DEPRISA trademark owned by International Trade Marks Agency Inc.;
(D) the Flybox trademark owned by Latin Logistics, LLC; and
(E) the Tampa, Tampa Cargo, Cargo Link, Aerolineas Tampa trademarks owned by Tampa Cargo S.A.S.
For more information on our intellectual property, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—If we are unable to protect our intellectual property rights, specifically our trademarks and trade names, we could be adversely affected.”
Regulation
Colombia
Overview
Avianca is a sociedad anónima organized and existing under the laws of Colombia. It is qualified to hold property and transact business as a sociedad anónima and holds all licenses, certificates and permits from governmental authorities necessary for the conduct of its business as now conducted. All consents, licenses, approvals, registration and authorizations as may be required in connection with providing carrier services under applicable Colombian laws have been obtained and are in full force.
Tampa Cargo is a sociedad por acciones simplificada organized and existing under the laws of Colombia. It is qualified to hold property and transact business as a sociedad por acciones simplificada and holds all licenses, certificates and permits from governmental authorities necessary for the conduct of its business as now conducted. All consents, licenses, approvals, registration and authorizations as may be required in connection with providing carrier services under applicable Colombian laws have been obtained and are in full force.
Regional Express Américas S.A.S. is a sociedad por acciones simplificada organized and existing under the laws of Colombia. It is qualified to hold property and transact business as a sociedad por acciones simplificada and holds all licenses, certificates and permits from governmental authorities necessary for the conduct of its business as now conducted. All consents, licenses, approvals, registration and authorizations as may be required in connection with providing carrier services under applicable Colombian laws have been obtained and are in full force.
The aeronautical policy of the Civil Aeronautical Regulatory Body of Colombia (Aeronáutica Civil de Colombia) applies to passengers and cargo flying in the open skies in both the domestic market and the international market. There are no governmental policies that materially restrict our airline services in Colombia.
Colombia is not a declared “open skies country” internationally except in certain of the countries of the American continent and with regards to air operations in certain international airports such as San Andrés and Cartagena. Colombia is subject to multilateral and/or bilateral air transport agreements that provide for the exchange of air traffic rights between Colombia and various other countries, among others.
 
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Notwithstanding these agreements, we are subject to permits, laws, regulations and operational restrictions provided by each of the different aviation authorities of countries in which we operate, and the ongoing operational costs that local or regional authorities apply.
Authorizations and Licenses
The Colombian aviation market is heavily regulated by the Colombian Civil Aviation Authority (CCAA). For domestic and international aviation, airlines must present feasibility studies to obtain specific traffic rights. In Colombia, Avianca operates air transport services on international and domestic routes, Avianca Express is a domestic carrier of air transport services on secondary routes and Tampa Cargo is a carrier of commercial cargo air transport service. Under Colombian law, Avianca Costa Rica, Avianca Ecuador and Taca International Airlines are considered foreign airlines and thus have to meet the requirements established by their respective countries and the bilateral agreements between Colombia and these countries.
To provide commercial air transport service, it is necessary to own or lease at least five certified aircraft and have a paid-in minimum capital equal to 10,000 monthly legal minimum wages (approximately $2.5 million). To provide air transport services on secondary routes, it is necessary to own or lease at least three certified aircraft and have a paid-in minimum capital equal to 7,000 monthly legal minimum wages (approximately $1.7 million). To provide commercial cargo air transport service, it is necessary to own or lease at least two certified aircraft and have a paid-in minimum capital equal to 1,750 monthly legal minimum wages (approximately $0.5 million).
In the past, the CCAA established a mandatory fuel surcharge with minimum fares for each route. However, by means of Resolution 904 of February 28, 2012, the CCAA established (i) fuel surcharge freedom for national and foreign passengers or cargo carriers operating in Colombia, which are included in airfares, and (ii) tariff freedom for air transportation services. Airlines must inform all public tariffs, as well as their conditions, to CCAA at least one day after their publication, and promotional fares prior to their application. Since November 2006, all customers are charged an administrative fee in connection with the purchase of airline tickets (although this fee is at the discretion of the seller for internet sales).
Our airlines have private carriers status, which means they are not required under Colombian law to serve any particular route and are free to withdraw their services from any of the routes they currently serve, subject to domestic law, and, in the case of international service, subject to bilateral agreements. Our airlines are also free to determine the frequency of the services that they offer across their route network, without any minimum frequencies imposed by law or Colombian authorities.
Colombian law requires airlines providing commercial passenger service in Colombia to maintain an Operation and Air Transportation Certificate (Certificado de Operación y Transporte Aéreo) and Operational Specifications issued by the CCAA. The Operation and Air Transportation Certificate lists the airline’s routes, equipment used and capacity and frequency of flights. This certificate must be updated each time a carrier acquires new aircraft, or when routes or the frequency of service to a particular destination are modified. A public hearing before the director of the CCAA and the members of the Commercial Aviation Projects Evaluating Committee (Comité Evaluador de Proyectos Aerocomerciales) of the CCAA is required to determine the necessity of modifying an airline’s Operation and Air Transportation Certificate, except in the Andean region and to add routes to an operational permit already granted in Colombia. Colombian law also requires airlines providing commercial passenger service in Colombia to maintain for each aircraft an Airworthiness Certificate (Certificado de Aeronavegabilidad) issued by the CCAA.
Colombian law requires that aircraft operated by national carriers be registered with the Colombian National Aviation Registry (Registro Aeronáutico Nacional) kept by the CCAA, and that the aforementioned certify the air-worthiness of each aircraft in Avianca’s fleet.
Furthermore, Colombian airlines are subject to the authority of the Colombian Transportation Superintendency (Superintendencia de Transportes), which is part of the Ministry of Transportation (Ministerio de Transporte). The Colombian Transportation Superintendency is in charge of the evaluation of the financial and managerial aspects of each airline, among other things.
Under Colombian commercial law, air transportation is considered a public service and, therefore, certain elements of the general conditions of carriage entered into by airlines and passengers are expressly covered under
 
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law and/or approved by the CCAA. For instance, if a carrier decides to include a new condition on its general conditions of carriage, it must request prior approval of the CCAA. However, some elements cannot be modified, such as carrier liability with respect to domestic service, regulated by Article 1180 of the Colombian Commercial Code and the Convention for the Unification of Certain Rules for International Carriage by Air, signed in Montreal, Canada on May 28, 1999 (Montreal Convention) for International Service.
Passengers in Colombia are also entitled by law to compensation in cases of excessive delays, over-bookings and cancellations. Furthermore, local law establishes sanctions for more than one-hour delays and for flight cancellations, regardless of the compensatory measures that the airlines may adopt, which trigger the obligation to compensate passengers and increases the compensatory amounts.
The main airports in Bogotá, Cali, Cartagena, Barranquilla, Bucaramanga, Santa Marta and Medellín, among others, are privately operated through concessions. The government, however, has stated its intention to continue privatizing the operations of other airports in order to finance expansion projects and increase the efficiency of operations. Increased privatization may lead to increases in landing fees and facility rentals at such airports.
The Montreal Convention, as approved and adopted by Colombia by means of Law 701 of 2001, imposes duties upon Colombian airlines with respect to their international services. Under these rules, airlines are responsible for compliance with certain obligations regarding quality and passenger security, as well as for damages sustained in case of any death of, or bodily injury to, a passenger, which occurs on board, as well as for baggage loss or damage. This convention applies to international transportation between Colombia and the territory of another party to the convention, regardless of whether there is an interruption in the transportation or a trans-shipment, or whether, prior to arriving in, or departing from, Colombia, there is an agreed stop-over within the territory of another state. Under Article 17 of the convention, a carrier is liable for damages sustained in case of death or bodily injury of a passenger under the condition that the accident, which caused the death or injury, took place on board the aircraft or in the course of any of the operations of embarking or disembarking. Air carriers are responsible, even if not at fault, for proven damages up to 128,821 Special Drawing Rights (“SDRs”), which represent a mix of currencies established by the International Monetary Fund. For damages above 128,821 SDRs, the airline may avoid liability by showing that the accident that caused the injury or death was not due to its negligence or was the fault of a third party. In the case of cargo business, the liability of the carrier is absolutely limited to 22 SDRs/Kg. These provisions also cover baggage and delays.
Security
Chapters 160 and 175 of the Colombian Civil Aviation Regulations encompass all aspects of civil aviation security, including (i) implementation of certain security measures by carriers and airports, such as the requirement that all passenger luggage be screened for explosives, (ii) designation of restricted areas, (iii) systems of airport controls for identification of passengers, (iv) inspection of vehicles and (v) transportation of firearms, explosives and dangerous goods.
Environmental Regulation
We are subject to general environmental regulations of Colombia, such as Law 99 of 1993, as amended, and other laws, decrees and local resolutions which regulate the management, use and exploitation of natural resources and their contamination. Pursuant to these regulations, we prepared Environmental Management Programs (Programas de Manejo Ambiental) detailing the procedures to be followed in connection with any activity that has any environmental impact, including solid and liquid waste management, hazardous waste management and the management of effluents and noise, among others. Additionally, we must maintain certain permits and authorizations for the use and management of natural resources, such as a concession for the use of drinking water. If we fail to abide by the environmental regulations or administrative acts issued by the relevant environmental authorities, we may be subject to penalties or fines.
In addition, Colombian regulations (Reglamentos de Colombia – RAC) set forth a general environmental policy establishing that the CCAA must comply with Colombian environmental regulations, including the environmental license issued by Colombia’s National Authority of Environmental Licenses (Autoridad Nacional De Licencias Ambientales – ANLA), and must require the compliance of parties involved in the Colombian civil aviation industry. The RAC includes provisions and guidelines relating to noise and effluents that must be respected when providing aviation services. The RAC requires that noise levels be kept on or below the levels established under Colombian law. Compliance is evidenced by means of a certificate (certificado de homologación de ruido) that must be obtained for each aircraft from the CCAA or the competent authority of each country member of ICAO. If noise levels exceed the limits, the CCAA has the power and authority to sanction and penalize carriers with fines.
 
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If the CCAA determines that our operations or facilities do not meet the RAC standards or otherwise fail to comply with Colombian environmental regulations, we could be subject to a fine. In February 2020 the ISO 14001:2015 certificate obtained in December 2019 was maintained, this is a certificate of correct environmental management and compliance for our MRO hangar and support facilities at Rionegro, Colombia given by the Colombian standardization body ICONTEC, as a duly accredited entity, in the 2020 audit we included and certificated the administrative and training activities at our Administrative and our Operational Excellence Center- in Bogotá. In the coming years we expect to maintain these environmental quality certifications and increase the number of certified facilities. We have also prepared environmental management programs designed to ensure our compliance with environmental regulations, including the requirements of the RAC. While we do not believe that compliance with these or other environmental regulations that may be applicable to us will expose us to material expenditures, compliance could increase our costs and adversely affect our operations and financial results. In addition, failure to comply with these regulations could adversely affect us in a variety of other ways.
Currently, there is an operational restriction on overflight in Bogotá between 12 p.m. and 6 a.m. For this reason, the South and North runways of El Dorado International Airport are limited to takeoffs in the East – West direction and landings in the West – East direction. In addition, operations from the South runway of the El Dorado International Airport have limited overflights in Bogotá between 10:00 p.m. and 12:00 p.m., with certain exceptions, in order to comply with noise abatement procedures.
In January 2017, Colombia established a carbon tax on fossil fuels, which affects, among others, the airline industry. The Colombian Tax Authority (Dirección de Impuestos y Aduanas Nacionales – DIAN) issued an interpretation indicating that fuel used for international flights constitutes an export, and therefore is not subject to the carbon tax.
In 2019, the period for monitoring and reporting of emissions of international flights under the Carbon Offsetting and Reduction Scheme for International Aviation by the members states of ICAO began, pursuant to which emission reports must comply with approved monitoring emissions plans.
Bilateral Agreements
Bilateral or multilateral agreements between countries regulate other aspects of our commercial cargo and passenger air transport relations, including the designation of carriers and aircraft capacity restrictions and requirements. They may also establish minimum safety, security, customs and environmental requirements for each designated carrier. These agreements can be modified upon the agreement of the relevant countries at any time prior to their expiration dates. We consider Colombia’s principal bilateral agreements to include those with the United States, the United Kingdom, Spain, the Andean Pact countries (Ecuador, Peru and Bolivia), Mexico, Brazil, El Salvador, Costa Rica, Guatemala, Germany, Cuba, Aruba, Curaçao and Argentina. The bilateral agreement with the United States was modified and, since the beginning of 2013, is an “open skies” agreement that allows foreign scheduled and charter air transportation of persons, property and mail via Colombia and intermediate points to the United States and beyond. On December 14, 2018, the United States and the Colombian authorities agreed to permit “open skies” operations for cargo flights on the basis of comity and reciprocity. In the bilateral agreement with Spain, which was modified in June 2018, the authorities agreed to grant, for passenger and cargo flights, between Colombia and Spain third and fourth freedom rights, a free frequencies capacity and 37 frequencies with fifth freedom rights for each of the parties. In late 2019, Colombia and Chile agreed to extend their bilateral agreement up to fifth freedom rights for cargo operations within South America and to include seven new weekly frequencies to points beyond South America.
The CCAA allocates rights obtained pursuant to bilateral agreements to specific airlines. Colombia has “open skies” agreements with the Andean Pact countries, El Salvador, Costa Rica and the United States, among others, pursuant to which there are no regulations on the numbers of flights. The bilateral agreement with Argentina provides for 37 weekly flights by each country’s designated carrier. At this time, the bilateral agreement with Brazil provides 70 weekly flights by each country’s designated carrier, 21 of them with fifth freedom air rights.
Colombia is party to a multilateral agreement known as Andean Community CAN, between Bolivia, Ecuador, Peru and Colombia, which, among other things, allows airlines from these countries to operate between them without limitation on international flights. No cabotage is allowed. Colombia is also party to an Air Transport
 
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Agreement and/or Memorandum of Understanding with the following countries: Germany, French Antilles, Saudi Arabia, Argentina, Aruba, Australia, Austria, Bahamas, Barbados, Belgium, Brazil, Cabo Verde, Canada, Chile, China, Korea, Costa Rica, Cuba, Curaçao, Denmark, Norway, Sweden, Ecuador, El Salvador, United Arab Emirates, Spain, Ethiopia, Finland, France, Greece, Guatemala, Holland, India, Iceland, Israel, Italy, Jamaica, Jordan, Kenya, Luxemburg, Morocco, Mexico, New Zealand, Panama, Paraguay, Portugal, Qatar, United Kingdom, United States, Dominican Republic, Rwanda, Seychelles, Singapore, Switzerland, South Africa, Surinam, Turkey, Uruguay, Latvia, Czech Republic, Cyprus, Poland, Kuwait, Ghana, Antigua and Barbuda, Guyana, Zambia and Venezuela.
We believe that it is likely that the Colombian government will eventually liberalize the current restrictions on international travel to and from Colombia by, among other things, granting new route rights and flights to competing airlines and generally promoting increased numbers of market participants on routes we serve. As a result of this liberalization, we could face substantial new competition, which may erode our pricing and market share and have a material adverse effect on our financial position and results of operations. See “Item 3. Key Information—D. Risk Factors—Risks Relating to the Airline Industry—We face increasing competition from other international airlines due to the continuing liberalization of restrictions traditionally affecting airlines and consolidation in the industry.”
Ownership and Control
The Colombian State Council (Consejo de Estado—Sala de Consulta y Servicio Civil), in an opinion dated April 6, 2000, declared that article 1426 of the Commerce Code, which established a 40% limitation on foreign investment in Colombian airlines, was no longer applicable as it is considered to have been tacitly overturned by Decree 1068 of 2015 (Foreign Investment Statute), and stated that, from a Colombian law perspective, there are no restrictions on foreign investment in Colombian airlines. However, some of Colombia’s bilateral agreements do restrict foreign investment in Colombian airlines. For example, bilateral agreements entered into by Colombia with the United States, Canada, the United Kingdom, France, China and Germany contain requirements that each designated airline remain substantially owned and effectively controlled by a Colombian governmental entity or Colombian nationals. Nevertheless, United States, Canada and China granted a waiver to the Colombian airlines under certain conditions.
Currently, in those bilateral agreements it is established that each of the countries may deny, revoke or impose any conditions deemed necessary upon an airline’s operating permit in the event it determines that there is not sufficient evidence that a substantial proportion of ownership and effective control of the airline is held or exercised by Colombia or its nationals. These ownership and control restrictions have not been expressly defined in the bilateral agreements, in terms of percentage thresholds or otherwise, and therefore should be interpreted according to the Vienna Convention on the Law of Treaties.
Taking the above into account, certain aviation authorities have interpreted these ownership and control restrictions as follows:
 
 	•	 	The DOT policy on “substantial ownership and effective control” is to examine the relationships of the airline in depth and determine who actually controls the airline’s key decisions (examining composition of the board, management and control and special voting majorities, among other factors), rather than simply looking at the airline’s ownership; and	
 
 	•	 	France, United Kingdom and Germany consider that the aeronautical authority of each party may revoke, suspend, or limit the authorizations granted to any airline where substantial ownership and effective control of that airline are not vested in Colombia, individuals of Colombian nationality, or both.	
Agreements entered into by Colombia with countries such as Spain, the Netherlands, Portugal, Bolivia, Ecuador, Peru, Panama, Chile, the Dominican Republic, Cuba, and Costa Rica, among others, require that Colombian designated airlines are incorporated, have principal domicile, management, operation and offices within the Colombian territory and that its oversight and control is performed by the national aeronautical authority.
Although we believe Avianca is currently in compliance with such substantial ownership and effective control requirements, we cannot assure you that Colombians, directly or indirectly, will continue to own and control a majority of our capital stock indefinitely. If for any reason, Colombian citizens cease to have at least 51% of Avianca, or the national aeronautical authority ceases to exercise effective regulatory control, or if Avianca fails to continue to have its corporate domicile, administrative headquarters, and base of operations within Colombian territory, Avianca may no longer comply with the requirements of Colombia’s bilateral agreements and, as a result, its route and landing rights in a number of important countries may be adversely affected, which could have a material adverse effect on our business, financial condition and results of operations.
 
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As an additional protection to ensure compliance with our principal bilateral agreements, the Amended and Restated Joint Action Agreement provides that, subject to certain exceptions, no holder of common shares shall, or shall permit any of its affiliates or owners to directly or indirectly make, solicit or permit any sale, transfer, assignment or other disposition of, or create, incur or assume any lien with respect to, any capital stock owned by such shareholder, affiliate or owner to a non-permitted holder. For this purpose, a non-permitted holder is (among other things) a person whose ownership of securities of the Company would violate applicable law or would cause the Company or any of its subsidiaries to no longer comply with local ownership restrictions or aviation bilateral treaties that govern the Company’s or its subsidiaries’ operations.
Even though it is possible that we may be able to obtain waivers of any future non-compliance with these requirements under our bilateral agreements, their mere existence may deter a non-Colombian entity from acquiring control of us as well as limit our future flexibility to sell additional shares or conduct a recapitalization.
El Salvador
Overview
Taca International is a sociedad anónima duly organized and validly existing under the laws of El Salvador. It is duly qualified to hold property and transact business as a sociedad anónima, and holds all licenses, certificates and permits from governmental authorities necessary for the conduct of its business as now conducted. All consents, licenses, approvals, registration and authorizations as may be required in connection with providing airline services under applicable Salvadorian laws have been obtained or affected and are in full force and effect.
By means of Legislative Decree No. 126 dated September 1972, Taca International was named as a national air carrier, for the effect of being considered as such in the countries where it provides or is willing to provide air transport services. Effective legal control and principal place of business remains in El Salvador.
Any failure to maintain the required foreign and domestic governmental authorizations would adversely affect our operations. We are subject to national and international regulations that may vary frequently and are beyond of our control. These may result in an increase in costs and/or operational requirements and restrictions. Also, there is instability concerning governmental policies, due to a highly polarized political environment.
The government of El Salvador has declared an “open skies” policy when negotiating air transport agreements and traffic rights. The civil aviation law provides for an open skies regime and, as a result, is now open skies based on reciprocity. This new regime includes up to seventh air freedom rights for cargo operations.
Authorizations and Licenses
The civil aviation law of El Salvador requires that airlines authorized to operate national or international air transport services possess an operation certificate and an operating permit issued by the AAC. An operating permit sets forth the routes, rights and the frequency of the flights that are permitted to be flown. An operating permit is valid for five years and must be modified each time a carrier intends to add or cancel new routes or flight frequencies. In addition, a carrier is also required to present revised itineraries to the AAC each time it intends to change its schedules, the aircraft servicing its routes and flight and route frequencies. We have the required operating certificates and permits and are in compliance with all regulations requiring the presentation of revised itineraries.
The civil aviation law of El Salvador requires that carriers register their aircraft with the Salvadorian Civil Aviation Registry (“RAS”), which is maintained by the AAC, and that aircraft be subject to periodic inspection by the AAC. The AAC is responsible for certifying that each aircraft in a carrier’s fleet meets the safety standards required by the AAC’s aeronautical regulations. Each of our aircraft that flies to El Salvador is properly registered and certified with the AAC.
Safety Rating
El Salvador has FAA Category 1 status, which allows Salvadorian airlines to operate flights to and from the United States. Category 1 status signifies that a nation’s aeronautical regime fulfills all necessary standards of
 
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operational safety established by ICAO. Category 1 status is based upon the FAA’s review of various safety standards with respect to the regulations, licensing of personnel, condition of the aircraft, airline monitoring, pilot training, maintenance, repair and overhaul facilities and aeronautical organizations.
Bilateral and Open Skies Agreements
El Salvador is subject to multilateral and/or bilateral air transport agreements that provide for the exchange of air traffic rights between El Salvador and various other countries. Until recently, El Salvador has been actively negotiating these agreements. Operations to countries where there is no air transport agreement have been negotiated under reciprocity, such as with Costa Rica and Peru.
El Salvador is party to a multilateral agreement known as CA-4 with Guatemala, Honduras and Nicaragua, which allows airlines from these countries to operate between them as if they were domestic flights. No cabotage is allowed. El Salvador is also party to air transport agreements or memoranda of understanding with the following countries: Spain, Mexico, United Kingdom, Cuba, China (Taiwan), Ecuador, the United Arab Emirates, Turkey, Chile, Colombia, Canada, United States, Panamá and Qatar, CA4 (Guatemala, Honduras, El Salvador and Nicaragua), as well as of the Caribbean States Association (Asociación de Estados del Caribe).
Ecuador
Overview
Avianca Ecuador, formerly known as Aerogal, is a private carrier organized under the laws of Ecuador. In 2017, the aviation authority of Ecuador approved the name change and both the AOCR and the operation permit were updated to replace Aerogal with Avianca Ecuador S.A.
Authorizations and Licenses
The aviation market in Ecuador is heavily regulated by the Ecuadorian DGAC. For domestic aviation, airlines must present feasibility studies to secure specific route rights, and no airline may serve city pairs without an Airline Operation Certificate (“AOC”). In Ecuador, there is a surcharge for fuel on ticket prices and an administrative fee in connection with purchases of airline tickets.
Avianca Ecuador’s status as a private carrier means that it is not required under Ecuadorian law to serve any particular route and is free to withdraw service from any of the routes it serves as it sees fit, subject to bilateral agreements in the case of international service. Avianca Ecuador is also free to determine the frequency of the services it offers across its route network without any minimum frequencies imposed by the Ecuadorian authorities, but the number of frequencies must be set forth on the respective permit.
Ecuadorian law requires airlines providing commercial passenger service in Ecuador to maintain an AOC issued by the Ecuadorian DGAC. The AOC lists the airline’s routes, equipment used, capacity and frequency of flights. The AOC must be updated each time a carrier acquires new aircraft, or when routes or the frequency of service to a particular destination are modified.
Ecuadorian law also requires that aircraft operated by us be registered with the Ecuadorian National Aviation Registry (Registro Aeronautico Nacional) kept by the Ecuadorian DGAC, and that the Ecuadorian DGAC certify the air-worthiness of each aircraft in our fleet.
Furthermore, Ecuadorian airlines are subject to the authority of the Ecuadorian Civil Aviation Counsel (“CNAC”). The CNAC is in charge of granting operations permits for routes and frequencies and evaluating the financial, technical and managerial aspects of each airline, among other things.
Under Ecuadorian commercial law, certain of the standard terms and conditions of air transportation agreements entered into by airlines and passengers are covered by law. Passengers in Ecuador, for example, are entitled by law to compensation in cases of delays in excess of four hours, over-bookings and cancellations.
The Montreal Convention was approved and adopted by Ecuador by means of Law 701 of 2001. For information on the main terms of the Montreal Convention, see “—Colombia.”
 
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Security
Parts 107 and 108 of the Ecuadorian regulaciones técnicas de la DAC (“RDAC”) regulate all aspects of civil aviation security, including, (i) implementation of certain security measures by airlines and airports, such as the requirement that all passenger luggage be screened for explosives, (ii) designation of restricted areas, (iii) systems of airport controls for identification of passengers, (iv) inspection of vehicles and (v) the transportation of explosives and dangerous goods. In addition, RDAC 1544 regulates civil aviation security.
Environmental Regulation
We are subject to the general environmental regulations of Ecuador and other laws, decrees and local resolutions which regulate the management of natural resources and their contamination. Pursuant to these regulations, we prepared Environmental Management Programas (Programs de Manejo Ambiental), detailing the procedures to be followed in connection with any activity that has any environmental impact, including solid and liquid waste management, hazardous waste management and the management of effluents and noise. If we fail to abide by applicable environmental regulations, we may be subject to penalties or fines.
In addition, the RDAC contains a general environmental policy establishing that the Ecuadorian DGAC must comply with Ecuadorian environmental regulations and must require the compliance of parties involved in the Ecuadorian civil aviation industry. The RDAC includes provisions and guidelines relating to noise and effluents that must be followed in the provision of aviation services. The RDAC requires that noise levels be kept below levels established under Ecuadorian law. Compliance is evidenced by means of a certificate (Certificado de Homologación de Ruido) that must be obtained for each aircraft from the Ecuadorian DGAC or the competent authority of each country member of ICAO. If noise levels exceed the limits, the Ecuadorian DGAC has the power and authority to impose fines on us.
In February 2020, our ISO 14.001:2015 certificate for our maintenance and support facilities at Quito and Guayaquil in Ecuador was confirmed by the Colombian standardization body ICONTEC. We expect to maintain these environmental quality certifications and increase the number of certified facilities. We have also prepared environmental management programs designed to ensure our compliance with environmental regulations. While we do not believe that compliance with these or other environmental regulations that may be applicable to us will expose us to material expenditures, compliance could increase our expenses and adversely affect our operations and financial results. If the Ecuadorian DGAC determines that our operations or facilities do not meet the RDAC standards or otherwise fail to comply with Ecuadorian environmental regulations, we could be subject to fines.
In 2019, the period for monitoring and reporting of emissions of international flights under the Carbon Offsetting and Reduction Scheme for International Aviation by the members states of ICAO began, pursuant to which emission reports must comply with approved monitoring emissions plans.
Bilateral Agreements
In December 2017, the President of Ecuador issued Decree No. 256 adopting an open skies policy in Ecuador on international flights.
Bilateral agreements between countries regulate our commercial cargo and passenger air transport relations, including the designation of carriers and aircraft capacity restrictions and requirements. They may also establish minimum safety, security, customs and environmental requirements for each designated carrier. These agreements can be modified upon the agreement of the relevant countries at any time prior to their expiration dates. Ecuador’s principal bilateral agreements include those with the United States, Spain, the Andean Pact countries (Colombia, Peru and Bolivia), Venezuela, Brazil, the Netherlands, Argentina, Panama, Mexico and Chile. The bilateral agreement with the United States, which granted 120 weekly flights to Ecuadorian carriers and 120 weekly flights to U.S. carriers, was modified on June 4, 2010. The following routes were added: (i) from Ecuador via 15 intermediate points to Miami, Orlando, Washington, New York, Chicago, Los Angeles and four additional points in the United States and beyond Madrid, Montreal and Toronto; and five additional points in Europe via code share; (ii) as of July 1, 2011, five additional points in the United States that were selected by Ecuador and five additional points in the United States that were selected by Ecuador for code share only; and (iii) as of July 1, 2012, five additional points in the United States that were selected by Ecuador for code share only. There is an “open skies” policy for all cargo services. The bilateral agreement with Spain, which was modified in October 2006, grants 21 weekly flights. The following routes are to be determined: from Ecuador via points in Colombia, Venezuela and points in the Caribbean to Madrid and/or Barcelona, and points in France, Italy and Germany in both directions.
 
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Since 2016, Ecuador and United States have been negotiating an open skies agreement, which, as of the date of this annual report, has not been signed.
The Ecuadorian CNAC allocates rights obtained pursuant to bilateral agreements to specific airlines. The Ecuadorian CNAC authorized us to operate international flights, including flights within the Andean Pact Operation Permit. We have authorization to operate routes from Quito or Guayaquil to Bogotá, from Quito or Guayaquil to Lima with the following points from Santa Cruz, La Paz and Bogotá, and flights to Panama and Aruba through Bogotá. Ecuador has “open skies” agreements with the Andean Pact countries pursuant to which there are no restrictions on the numbers of flights to such destinations. Ecuador has an open skies policy by law.
Ownership and Control
The Ecuadorian Civil Aviation Law was changed in 2001 eliminating a 40% limitation on foreign investment in Ecuadorian airlines. From an Ecuadorian law perspective, there are no restrictions on foreign investment in Ecuadorian airlines. However, certain of Ecuador’s bilateral agreements do restrict foreign involvement in Ecuadorian airlines. For example, bilateral agreements entered into by Ecuador with the United States, Spain, the United Kingdom, France, Germany and Switzerland contain requirements that each designated airline remain substantially owned and effectively controlled by an Ecuadorian governmental entity or Ecuadorian nationals.
These bilateral agreements establish that each of the countries may deny, revoke or impose any conditions deemed necessary upon an airline’s operating permit in the event it determines that there is not sufficient evidence that a substantial proportion of ownership and effective control of the airline is held or exercised by Ecuador or its nationals. These ownership and control restrictions have not been expressly defined in the bilateral agreements, in terms of percentage thresholds or otherwise, and therefore are interpreted according to the Vienna Convention on the Law of Treaties.
Agreements entered into by Ecuador with Bolivia, Colombia, Peru and United Kingdom, among others, require that our relevant operating subsidiaries be incorporated and have their principal domicile, management, operation, technical maintenance operations and offices within the Ecuadorian territory.
U.S. Regulation of Airline Flights
The provision of foreign air transportation (i.e., the transportation of persons, property or mail by aircraft as a common carrier between a place in the United States and a place outside the United States) by non-U.S. airlines is subject to several U.S. laws and regulations and falls under the jurisdiction of a number of federal agencies. In order for a non-U.S. airline to provide scheduled or charter service to the United States, it must have economic route authority from the DOT (in the form of a foreign air carrier permit or exemption authority), safety authority from the FAA (in the form of operations specifications) and a Transportation Security Administration (“TSA”) approved model security program addressing aviation security. Additionally, non-U.S. airlines serving the United States are subject to extensive aviation consumer protection regulations of the DOT under its statutory authority to prohibit unfair and deceptive practices and unfair methods of competition in air transportation or the sale of air transportation, as well as various civil rights requirements of the DOT, including access to air travel for persons with disabilities and anti-discrimination laws. Moreover, non-U.S. airlines are subject to ongoing aviation security directives imposed by the TSA, and border security, customs, immigration and agriculture inspection requirements administered by U.S. Customs and Border Protection (“CBP”) and the Animal Plant and Health Inspection Service (“APHIS”). Both TSA and CBP are agencies within the U.S. Department of Homeland Security, while APHIS is within the U.S. Department of Agriculture (“DOA”). Each of the DOT, FAA, TSA, CBP and DOA have authority to investigate and institute proceedings to enforce their regulations and assess civil penalties and/or suspend or revoke permits, licenses or authorizations for violations of those regulations. Our carriers serving the United States, including Avianca (Colombia), Tampa Cargo (Colombia), Taca International (El Salvador) and Avianca Costa Rica (Costa Rica), hold various permits, licenses and authorizations issued by the foregoing federal agencies, and the modification, suspension or revocation of such licenses or authorizations could have a material adverse effect on us.
 
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Authorizations, Licenses and Other Requirements
DOT
The DOT primarily regulates economic matters pertaining to air services, including the provision of foreign air transportation by non-U.S. airlines. Our carriers serving the United States hold all required economic route authorities from the DOT, allowing each such carrier to engage in foreign air transportation from points behind its homeland via its homeland and intermediate points to a point or points in the United States and beyond, to the full extent permitted under the “open skies” bilateral air services agreement between each carrier’s homeland government and the government of the United States. These authorities are held either in the form of a foreign air carrier permit or exemption authority.
Avianca, Taca and Avianca Costa Rica also hold exemption authority from the DOT permitting them to jointly use the trade name “Avianca” and use the “AV” designator code in their services in foreign air transportation to and from the United States.
Foreign air carrier permits are issued for an indefinite duration and, before they become effective, are subject to presidential review for U.S. foreign policy and national security considerations. Exemption authority is issued for a shorter duration, typically between one and two years, and is not subject to presidential review. Exemptions must periodically be renewed upon submission of a renewal application, and may be amended, modified or suspended by the DOT at any time without having to first give the airline notice and a hearing. In contrast the DOT generally may not amend, suspend or revoke a foreign air carrier permit without providing the subject carrier the opportunity for a hearing. Exemptions and foreign air carrier permits carry a number of conditions, including compliance with DOT, FAA, TSA and other federal government agency regulations.
A number of our carriers serving the United States also participate in code-sharing operations on such flights, wherein a carrier’s designator code is used to identify a flight operated by another carrier. For example, a number of scheduled flights that our carriers operate to and from the United States display the “UA” designator code of United Airlines and, as noted above, Taca and Avianca Costa Rica, when operating scheduled flights to and from the United States, display the “AV” designator code of Avianca. To engage in code-sharing on flights to and from the United States, the operating carrier must hold a DOT statement of authorization issued under 14 C.F.R. Part 212, with such approval subject to various conditions. Our carriers that display the code of another carrier on flights operated to and from the United States hold all required DOT statements of authorization to engage in such arrangements. We believe the operations of our carriers serving the United States are in material compliance with DOT requirements.
FAA
The FAA primarily regulates aviation safety matters, including aircraft maintenance and operations, equipment, aircraft noise, ground facilities, dispatch, communications, personnel, training, weather observation, air traffic control and other matters affecting air safety. Our carriers serving the United States hold operations specifications issued by the FAA pursuant to 14 C.F.R. Part 129. The FAA can amend, suspend or revoke those specifications, including in cases where the carrier fails to comply with FAA regulations.
Additionally, under the FAA’s International Aviation Safety Assessments (“IASA”) program, the FAA periodically assesses another country’s oversight of its air carriers that operate, or seek to operate, into the United States, or engage in code-sharing with a U.S. carrier, to determine whether the oversight complies with safety standards established by the ICAO and, if so, assigns the country a Category 1 rating. Each of the homelands for our carriers that operate to and from the United States is currently rated Category 1 by the FAA. As a result, carriers from Category 1 rated homelands may continue or expand their U.S. services without restriction and engage in reciprocal code-sharing arrangements with U.S. carriers.
If the IASA rating of any of the homelands of our other carriers operating flights to or from the United States were to be downgraded, it could prohibit us from adding new aircraft and from increasing service to the United States and would lead United Airlines to suspend the placement of its code on flights operated by the carrier from the downgraded homeland country. We believe the operations of our carriers serving the United States are in material compliance with FAA requirements.
 
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Security
In November 2001, the Aviation and Transportation Security Act (“ATSA”) allocated substantially all aspects of civil aviation security under direct federal control and created the Transportation Security Administration (“TSA”), an agency within the Department of Homeland Security (“DHS”), which assumed the aviation security responsibilities previously held by the FAA. The ATSA requires, among other things, the implementation of certain security measures by airlines and airports, such as the requirement that all passenger bags be screened for explosives. Pursuant to the ATSA, the TSA issues regulations governing foreign air carrier security. The regulations require foreign air carriers to adopt and implement a security program that covers security for operations and threat response. Our carriers serving the United States have adopted and implemented a security program in accordance with those regulations. The TSA also requires our passenger carriers serving the United States to implement the Secure Flight Program, which requires these carriers to collect certain personal information from passengers and transmit that information to TSA for comparison against watch lists maintained by the U.S. federal government. We believe the operations of our carriers serving the United States are in material compliance with TSA requirements.
Other Regulations
Our carriers serving the United States are subject to other regulations promulgated by CBP within DHS as well as APHIS within DOA. CBP agents inspect baggage and cargo to ensure, among other things, that items meet APHIS regulations related to the importation of animal and plant products. Also, CBP officers are responsible for immigration controls and other security controls, such as the transmittal of passenger information via the Advanced Passenger Information System. We believe the operations of our carriers serving the United States are in material compliance with CBP and APHIS requirements.
European Regulation
Carriers must obtain individual operational permits or equivalent documents related to “traffic rights” in the framework of agreements between E.U. Member States and third countries.
Notwithstanding, the European Parliament and the European Council tasked the EASA to manage a single European system for vetting the safety performance of foreign air carriers. In doing so, EASA issues safety authorizations to foreign air carriers known as third country operators when satisfied that they comply with minimum international safety standards.
Because we operate flights to Spain, we are subject to Spanish DGAC regulation and authorizations. Our license to operate to certain destinations in Spain and the frequency of our operations is reviewed on a semi-annual basis. We must also comply with special noise abatement procedures required by the Madrid airport and with a tax on nitrogen oxide emissions to the atmosphere caused by commercial aviation enacted by the Catalan authority (Generalitat de Cataluña).
Because we operate fights to London, we are subject to England’s Civil Aviation Authority regulation and authorizations. Our license to operate to certain destinations in the United Kingdom and the frequency of our operations is reviewed on a semi-annual basis.
Because we operate fights to Munich, we are subject to Germany’s Civil Aviation Authority regulation and authorizations. Our license to operate to certain destinations in Germany and the frequency of our operations is reviewed on a semi-annual basis.
We also are authorized by EASA to perform commercial and transport operations into, within or out of the E.U. territory subject to the provisions of the Union Treaty and applicable governmental authorizations.
Other Jurisdictions
We are also subject to regulation by aviation regulatory bodies which set standards and enforce national aviation legislation in each of the other jurisdictions to which we fly. These regulators may exercise powers associated with their duties, potentially including the ability to set fares, enforce environmental and safety standards, levy fines or restrict operations within their respective jurisdictions. We cannot predict how these regulatory bodies will act, and the evolving standards enforced by any of them could have a material adverse effect on our operations.
 
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C.	Organizational Structure	
The following is a simplified organizational chart showing our principal subsidiaries as of December 31, 2020:

We are a holding company and operate through Avianca, Tampa Cargo, Avianca Costa Rica, Avianca Ecuador and Taca International, which are our operating airline subsidiaries in Colombia, Costa Rica, Peru, Ecuador and El Salvador, respectively. Grupo Taca Holdings Limited is a holding company positioned between Avianca Holdings and certain of our operating subsidiaries.
For a description of our loyalty business, operated by LifeMiles, see “—B. Business Overview—Cargo and Courier Operations —LifeMiles Loyalty Business.”
 
D.	Property, Plant and Equipment	
We lease our principal administrative offices and operational training center in Bogotá and our maintenance center in Rionegro. The duration of our lease agreements varies but in most cases are long-term leases with monthly rent obligations. For more information on our property, plant and equipment, see note 14 to our audited consolidated financial statements as of and for the year ended December 31, 2020, included elsewhere in this annual report.
 
Item 4A.	Unresolved Staff Comments	
None.
 
Item 5.	Operating and Financial Review and Prospects	
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes thereto included elsewhere in this annual report, as well as the information presented under “Presentation of Financial and Other Information” in this annual report. The following discussion and analysis contains forward-looking statements that involve risks and
 
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uncertainties. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those discussed below and elsewhere in this annual report, particularly as set forth in “Item 3. Key Information—D. Risk Factors” and “Forward Looking Statements” in this annual report.
 
A.	Operating Results	
Principal Factors Affecting our Results of Operations
Chapter 11 Proceedings
Our results of operations and our ability to continue as a going concern depend on developments relating to our Chapter 11 proceedings. On May 10, 2020, Avianca Holdings S.A. as debtor-in possession and certain of its affiliated entities filed voluntary petitions for chapter 11 relief under title 11 of the United States Code (11 U.S.C. §§ 101 et seq.) in the United States Bankruptcy Court for the Southern District of New York, which cases are being jointly administered under Case No. 20-11133 (MG). On September 21, 2020, AV Loyalty Bermuda Ltd. and Aviacorp Enterprises S.A. also filed for voluntary petitions for Chapter 11 relief under Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York.
For information on the risks and uncertainties associated with our Chapter 11 proceedings, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Chapter 11 Proceedings.”
Developments Relating to COVID-19
Our results of operations and our ability to continue as a going concern also depend on developments relating to the spread of COVID-19 and government measures to address it, which have already had a material and adverse effect on the airline industry and us and have resulted in unprecedented revenue, demand and overall macroeconomic uncertainty. For more information on the risks and uncertainties associated with the COVID-19 pandemic, see “Item 3. Key Information—D. Risk Factors—Risks Relating to the Airline Industry—The outbreak or the threat of an outbreak of a contagious disease has already and may further materially and adversely affect the airline industry.”
Macroeconomic Factors
We are generally affected by economic conditions in the main countries in which we operate: Colombia, El Salvador and Ecuador. Macroeconomic conditions in these countries affect demand for our services and exchange rates, especially against the U.S. dollar, affect our financing costs and our exposure to fuel prices, which are denominated in U.S. dollars.
The following table sets forth real GDP growth, inflation rates, average interest rates and foreign exchange rates in Colombia, Ecuador and El Salvador for the periods indicated:

 	  	For the year ended December 31,	 	
 	  	2020	 	 	2019	 	 	2018	 	
GDP growth	  				 				 				
Colombia	  	 	(6.8	)% 	 	 	3.3	% 	 	 	2.5	% 	
Ecuador	  	 	(7.5	)% 	 	 	(0.5	)% 	 	 	1.4	% 	
El Salvador	  	 	(8.6	)% 	 	 	2.4	% 	 	 	2.4	% 	
Inflation	  				 				 				
Colombia	  	 	2.5	% 	 	 	3.5	% 	 	 	3.2	% 	
Ecuador	  	 	(0.3	)% 	 	 	0.4	% 	 	 	(0.2	)% 	
El Salvador	  	 	0.2	% 	 	 	0.1	% 	 	 	1.1	% 	
Interest rates	  				 				 				
Colombia	  	 	1.75	% 	 	 	4.25	% 	 	 	4.25	% 	
Ecuador	  	 	0.20	% 	 	 	0.20	% 	 	 	0.20	% 	
El Salvador	  	 	(0.10	)% 	 	 	0.0	% 	 	 	0.4	% 	
 
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 	  	For the year ended December 31,	 	
 	  	2020	 	 	2019	 	 	2018	 	
Currency appreciation/(depreciation) in relation to the U.S. dollar	  				 				 				
Colombia	  	 	4.7	% 	 	 	0.8	% 	 	 	8.9	% 	
Ecuador*	  	 	0.0	% 	 	 	0.0	% 	 	 	0.0	% 	
El Salvador*	  	 	0.0	% 	 	 	0.0	% 	 	 	0.0	% 	
Period-end exchange rate per US$1.00	  				 				 				
Colombia	  	$	3,432.50	 	 	$	3,277.14	 	 	$	3,249.75	 	
Ecuador	  	$	25,000	 	 	$	25,000	 	 	$	25,000	 	
El Salvador	  	$	8.75	 	 	$	8.75	 	 	$	8.75	 	
Average exchange rate per US$1.00	  				 				 				
Colombia	  	$	3,693	 	 	$	3,281.01	 	 	$	2,956.43	 	
Ecuador	  	$	25.00	 	 	$	25,000	 	 	$	25,000	 	
El Salvador	  	$	8.75	 	 	$	8.75	 	 	$	8.75	 	
 
Sources: SFC and Bloomberg LLP.
*	Ecuador’s currency is the U.S. dollar	
For additional information on how macroeconomic conditions in these key countries affect us, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Colombia, Ecuador, Central America, and Other Countries in which We Operate.”
Changes in Foreign Exchange Rates
Our consolidated financial statements are presented in U.S. dollars. However, a portion of our operating revenue and expenses is denominated in currencies other than the U.S. dollar, thereby exposing us to foreign exchange variation in translating our results denominated in other currencies into U.S. dollars, mainly in relation to the Colombian peso. Depreciation of these foreign currencies against the U.S. dollar affect our results of operations because many of our expenses, including aircraft and fuel expenses, are denominated in U.S. dollars. For more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Colombia, Ecuador, Central America, and Other Countries in which We Operate—Fluctuations in foreign exchange rates and restrictions on currency exchange could adversely affect us.”
Fuel Prices
Aircraft fuel expenses constitute a significant portion of our total operating expenses, representing 14.4%, 23.3% and 26.0% of our total operating expenses in 2020, 2019 and 2018, respectively. International and local fuel prices are subject to wide price fluctuations and, in some cases, sudden disruptions, based on geopolitical issues and supply and demand as well as market speculation. When fuel prices decrease, we may be exposed to losses on our hedge contracts, which can partially offset savings in fuel expenses. On the other hand, our aircraft fuel purchase agreements do not protect us against price increases or guarantee the availability of fuel. We may not be able to adjust our fares adequately or otherwise respond quickly to protect us from volatility in fuel prices.
 
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Principal Components of Our Results of Operations
Operating Revenue
Passenger Revenue. We recognize passenger revenue when we provide the transportation service, which we refer to as “flown revenue.” Passenger revenue is a function of the capacity of our aircraft on the routes we fly, our load factors and our yields. Our passenger capacity is measured in terms of ASKs. Our passenger usage is measured in terms of RPKs. We calculate load factors, or the percentage of our capacity that is actually used by paying customers, by dividing RPKs by ASKs. Our passenger yield is the average amount that one passenger pays to fly one kilometer. Within passenger revenue we generate other revenue deemed ancillary revenue, which includes additional charges that are billed to passengers, such as fees for changes of date, destination and name. These are not considered separate performance obligations but are combined with the existing performance obligation and accounted for as if they were part of the original ticket sale transaction.
We recognize fares for unused tickets that are expected to expire as revenue based on historical data, experience and the impact of COVID-19 in the future trend of use of tickets by passengers. We perform periodic evaluations of our air traffic liability relating to unused tickets, and we record any resulting adjustments to revenue, which can be significant, in our consolidated statement of comprehensive income. These adjustments relate primarily to the differences arising from actual events and circumstances such as historical fare sale activity and customer travel patterns, which may result in refunds, exchanges or forfeited tickets differing significantly from estimates. We evaluate these estimates and assumptions and adjust air traffic liability and passenger revenues as necessary.
Under IFRS 15, we recognize revenue associated with our LifeMiles loyalty program upon the redemption of miles by customers, as this represents the point in time where the performance obligation is satisfied. Prior to 2018, we recorded separately the value of marketing and branding activities from the fair value of the miles earned by our customers.
For additional information, see “—Critical Accounting Policies and Estimates —Revenue Recognition—Revenue from Contracts with Customers.”
Cargo and Other Revenue. We recognize cargo and courier revenue when we provide the transportation and/or services. We carry cargo in our dedicated freighter fleet and, to the extent we have excess capacity, in the bellies of our passenger aircraft. We operate our domestic Colombian courier operations primarily through our DEPRISA brand. Our cargo yield is the average price paid per one kilometer to fly one metric ton of cargo. Cargo revenue is a function of the total metric tons of cargo carried and cargo yield. Courier revenue is a function of the number of packages shipped and the price per package. Our cargo capacity is measured in terms of ATKs. Our cargo usage is measured in terms of RTKs. Our cargo load factor is determined by dividing RTKs by ATKs.
Our other revenue-generating activities primarily comprise sales of LifeMiles program rewards to commercial partners and members of the program (net of the value of the underlying rewards, which, when redeemed, are recognized as passenger revenue). We recognize revenue upon the signing of a commercial agreement. Our other revenue also includes air transport-related services such as maintenance, crew training and other airport services provided to other carriers through our Avianca Services division, service charges, ticket penalties, aircraft and property leases, marketing rebates, duty-free sales, charter flights and other general operating revenue.
For additional information, see “—Critical Accounting Policies and Estimates—Revenue Recognition—Revenue from Contracts with Customers.”
The following table sets forth certain passenger and cargo data for the periods indicated:

 	  	Year ended December 31,	 	
 	  	2020	 	 	2019**	 	 	2018	 	
Passenger:	  				 				 				
ASK (in millions)	  	 	14,383	 	 	 	54,410	 	 	 	53,310	 	
RASK	  	 	11.9	 	 	 	8.5	 	 	 	9.2	 	
CASK	  	 	16.2	 	 	 	9.5	 	 	 	8.7	 	
Load factor	  	 	74.1	% 	 	 	81.7	% 	 	 	83.0	% 	
Yield (in U.S. cents)	  	 	9.4	 	 	 	8.8	 	 	 	9.2	 	
Total passengers (in millions)	  	 	7.9	 	 	 	30,538	 	 	 	30,628	 	
Cargo*	  				 				 				
Capacity (in ATKs, in millions)	  	 	2,081	 	 	 	2,739	 	 	 	2,460.2	 	
 
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Load factor	  	 	68.7	 	  	 	57.7	 	  	 	57.3	 	
Yield (in U.S. cents)	  	 	0.37	 	  	 	0.32	 	  	 	0.395	 	
Cargo (in thousands of metric tons)	  	 	535.0	 	  	 	601.8	 	  	 	563.1	 	
RATK (in U.S. cents)	  	 	0.18	 	  	 	0.19	 	  	 	0.235	 	

*	Includes courier services.	
**	Excludes domestic Ecuador.	
Operating Expenses
Aircraft fuel expense is the main component of our operating expenses. In 2020, aircraft fuel expense represented 14.4% of our total operating expenses and 19.6% of our total operating revenue. In addition to aircraft fuel expense, our principal operating expense categories comprise salaries, wages and benefits, sales, ground operations, air traffic, maintenance and repairs, depreciation and amortization, impairment, administrative expenses, passenger services and flight operations. A common measure of per-unit costs in the airline industry is CASK.
Flight Operations. Our flight operations expense primarily comprises insurance coverage for hull and liabilities (passenger liability and third-party liability), hull war, hull deductible and war excess and also includes hotel accommodation, per diem expense and training costs. We insure in the London reinsurance market. From 2017 to October 2018, we also included short-term aircraft crew maintenance and insurance contracts to mitigate effects of the 2017 pilots’ strike under this line item.
Aircraft Fuel. Our aircraft fuel expenses refer to our “into-plane” fuel cost (which includes the fuel price, taxes and distribution costs). These expenses are variable and fluctuate based on global oil prices and vary significantly from country to country primarily due to local distribution and transportation costs and taxes. In 2019, we purchased 29% of our fuel at our largest hub in Bogotá, where we were able to obtain better fuel distribution prices relative to other locations due to volume discounts. We have 30 fuel suppliers across our international network and seek to fuel our aircraft in cities where fuel prices are lower. From 2019 to 2020, the price of WTI crude oil, a benchmark widely used for crude oil prices that is measured in barrels and quoted in U.S. dollars, decreased by 31.5% from an average of $57.4 per barrel in 2019 to an average of $39.34 per barrel in 2020.
The following table sets forth certain summary information relating to our fuel expenses for the periods indicated:

 	  	Year ended December 31,	 	
 	  	2020	 	  	2019	 	  	2018	 	
Average price per gallon of jet fuel into plane (net of hedge) (in U.S. dollars)	  	 	1.86	 	  	 	2.25	 	  	 	2.34	 	
Gallons consumed (in thousands)	  	 	180.737	 	  	 	534.030	 	  	 	518,248	 	
Available seat kilometers (in millions)	  	 	14,383	 	  	 	54,410	 	  	 	53,310	 	
Gallons per ASK (in thousands)	  	 	9.3	 	  	 	9.1	 	  	 	9.1	 	

*	Data does not include regional operations in Central America or cargo operations.	
Our total fuel costs are also affected by settlements of our fuel hedge instruments. Our fuel hedging strategy contemplates hedging between 0% to 50% of our projected fuel consumption over the next 12 months and in recent years we have generally hedged between 20% to 30% of our projected fuel consumption. As of December 31, 2020, we did not have hedges in force. See “Quantitative and Qualitative Disclosures About Market Risk—Fuel” below.
Ground Operations. Ground operations expenses primarily comprise landing and parking fees, air navigation fees, ramp services and passenger security related costs. These expenses are generally correlated with the number of departures and passengers carried.
Rentals. Our rentals expenses comprise leases of aircraft, engines and other equipment, and are generally fixed by the terms of our lease agreements. As of December 31, 2020, we held 62, or 42%, of our total 146 aircraft under leases, the majority of which had fixed interest rates and therefore were not exposed to interest rate fluctuations during their term. The average lease term of our leases was 59 months. Currently,, aircraft rentals and engines are paid through power-by-the-hour (PBH) agreements which establish specified unit values.
One A330-200 that was subleased to Oceanair was returned at the end of February 2019 and one A330-200F was returned in March 2019.
 
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As part of our strategy in recent years we have replaced some of the financed aircraft in our fleet with leased aircraft. As of December 31, 2020, we owned 84, or 58%, of our total 146 aircraft, of which 51.4% is debt-financed.
Passenger Services. Our passenger services expenses primarily comprise expenses related to meals and beverages, baggage handling, in-flight entertainment and other expenses related to aircraft and airport handling services. These expenses are directly related to the number of passengers we carry and the number of flights we operate, as well as the type of service provided.
Maintenance and Repairs. Our maintenance and repairs expenses primarily comprise repairs of aircraft components, engines and equipment and routine maintenance for aircraft. We account for engine and other aircraft components overhaul expenses by using the deferral method pursuant to which we capitalize the cost of the overhaul and then amortize it until the shorter of the period to the next overhaul (based on total flying hours of each overhauled engine or estimated cycles for other aircraft components) and the end of the lease term. Maintenance of flight and aircraft equipment costs is generally correlated with departures and block hours.
For certain leases, we are contractually obligated to return aircraft in a defined condition. We establish reserves for restitution costs related to aircraft held under leases at the time the asset does not meet return conditions criteria and throughout the remaining duration of the lease. With effect from January 1, 2018, we establish reserves for restitution costs based on our assessment of restitution costs that are probable. Restitution costs are based on the net present value of the estimated average costs of returning the aircraft. We review these costs annually and adjust as appropriate. We perform our line maintenance for all fleet types at our hubs in Bogotá and San Salvador. Line maintenance at other domestic and international destinations is carried out by third-party contractors. We outsource all of our engine and certain other heavy maintenance on aircraft components.
Air traffic. Our air traffic expenses primarily comprise expenses relating to airport facilities, airport outsourced personnel, outsourced customer call center services and passenger compensation for interrupted or over-booked flights.
Selling expenses. Our selling expenses comprise commissions paid to travel agencies, credit card fees, GDS costs, which are fees related to reservation systems and global distribution, and advertising expenses.
Salaries, wages and benefits. Our salaries, wages and benefits expenses relate to personnel, including cockpit crew, flight attendants and maintenance, airport and commercial and administrative personnel). In some cases, we adjust salaries of our employees based on changes in the cost of living in the countries where these employees work, usually based on inflation.
Fees and other expenses. Our fees and other expenses primarily comprise expenses related to administrative functions, general services, legal and other professional fees and the gain or loss from the sale of assets. They also include local taxes, such as a “turn over tax,” which is a Colombian municipal tax that levies gross income due to the rendering of services. Each municipality has a different rate which varies depending on the kind of service, but the average tax rate is approximately 1.0%. Likewise, 50% of the tax paid within the fiscal year is considered as tax credit for income tax purposes, from 2022 onwards 100% of this tax will be treated as a tax credit. Sales in Colombia are subject to value added tax which we withhold on behalf of the government. Revenue from certain of our domestic routes and all cargo revenue are not subject to this tax. We pay value added taxes on most of the services and products that we purchase but do not apply a tax credit on our value added tax accounts to all such value added tax payments. The value added tax payments that are not registered as tax credits are registered as additional expenses in our Colombian accounting.
Depreciation and amortization. Our depreciation and amortization expense includes depreciation of aircraft owned or leased, depreciation of non-aircraft assets, amortization of capitalized projects owned or leased and amortization of intangible assets.
Impairment. Our impairment expense comprises fleet retirement charges and extends to spare parts.
Interest income, interest expense, derivative instruments, foreign exchange and equity method income
Interest income. Interest income comprises interest income on funds invested and changes in the fair value of financial assets. We recognize interest income as accrued using the effective interest rate method.
 
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Interest expense. Interest expense comprises interest expense on borrowings, unwinding of the discount on provisions and changes in the fair value of financial assets. We recognize borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset using the effective interest method.
Derivative instruments. Derivative instruments include the net effect of changes in fair value of our financial instruments as a result of variation in their market value.
Foreign exchange, net. Foreign exchange, net primarily comprises the net non-cash gain or loss on our assets and liabilities related to the appreciation or depreciation of the Colombian peso against the U.S. dollar.
Equity method income. Equity method income comprises an increase in assets in the form of a non-controlling participation in associate income.
Income Taxes
Deferred income tax. Deferred tax is generated by temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is calculated using the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantially enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
A deferred income tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. We book this difference in our income statement as deferred income tax. For the year ended December 31, 2020, we determined that we would generate sufficient taxable income to realize our deferred tax assets. According to our financial forecasts no taxable income will be generated during the next four to five years. Therefore, the deferred tax assets (of our subsidiaries that would allow for the realization of such deferred tax assets) have only been recognized by an amount up to the concurrence of the deferred tax liabilities.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB. The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. We believe that our estimates and judgments are reasonable; however, actual results and the timing of recognition of such amounts could differ from those estimates.
The following discussion describes those areas that require considerable management judgment or involve a higher degree of complexity in the application of the accounting policies that currently affect our financial condition and results of operations. For more information, see notes 2.d. and 3 to our audited consolidated financial statements included elsewhere in this annual report.
Impairment of Non–financial Assets
We review flight equipment and other long-lived assets used in operations for impairment losses when events and circumstances indicate the assets may be impaired. Factors which could be indicators of impairment include, but are not limited to, (1) a decision to permanently remove flight equipment or other long lived assets from operations, (2) significant changes in the estimated useful life, (3) significant changes in projected cash flows, (4) permanent and significant declines in fleet fair values and (5) changes to the regulatory environment. For long-lived assets held for sale, we discontinue depreciation and record impairment losses when the carrying amount of these assets is greater than the fair value less the cost to sell.
For purposes of this testing, the Group has identified the transportation business units and the loyalty program as the lowest level of identifiable cash flows. An impairment charge is recognized when the asset’s carrying value exceeds the greater value of its value-in-use or its fair market value. The amount of the charge is the difference between the asset’s carrying value and fair market value.
 
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Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if events or circumstances indicate that the asset may be impaired. Goodwill and indefinite-lived assets are reviewed for impairment on an annual basis or on an interim basis whenever a triggering event occurs.
Leased Assets
We have applied IFRS 16, which sets out the principles for the recognition, measurement, presentation and disclosure of leases. We record leases in our statement of financial position and treat all leases as financial leases. Short-term leases (less than 12 months) and leases of low-value assets are exempt from these requirements.
To determine the value of our lease liability, we measure the value of the right-of-use assets and include the value of the payments made before the start of the lease. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, we use the incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. The right of use assets is subsequently measured at cost less accumulated depreciation and impairment losses.
Intangible Assets
We initially measure intangible assets acquired separately at cost in accordance with IAS 38 “Intangible Assets.” The cost of intangible assets acquired in a business combination is their fair value as of the date of acquisition. We do not capitalize internally generated intangible assets, excluding capitalized development costs, and we record the related expenditure in our consolidated statement of comprehensive income in the year in which we incur the expenditure.
We assess the useful lives of intangible assets as either finite or indefinite. We amortize intangible assets with finite lives over their useful economic lives and assess them for impairment whenever there is an indication that the intangible asset may be impaired. We review the amortization period and the amortization method for an intangible asset with a finite useful life at least at the end of each reporting period. We account changes in the expected useful life or in the expected pattern of consumption of future economic benefits embodied in the asset by changing the amortization period or method, as appropriate, and treat them as changes in accounting estimates. We record the amortization expense on intangible assets with finite lives in the consolidated statement of comprehensive income within depreciation and amortization and impairment.
We do not amortize intangible assets with indefinite useful lives, but we test them for impairment annually, either individually or at the cash-generating unit level. We review the assessment of indefinite life annually to determine whether the indefinite life continues to be supportable. If not, we make the change in useful life from indefinite to finite on a prospective basis.
We measure gains and losses arising from the de-recognition of an intangible asset as the difference between the net disposal proceeds and the carrying amount of the asset and we record any such gain or loss in our consolidated statement of comprehensive income when we derecognize the asset.
Revenue Recognition – Revenue from Contracts with Customers
We recognize revenue from two main sources: (i) passenger revenue and (ii) cargo and other revenue.
We recognize passenger revenue, which includes transportation, baggage fees, fares and other associated ancillary revenue, when transportation is provided. We recognize cargo revenue when shipments are delivered. We recognize other operating revenue when the related performance obligations are met.
We initially defer the tickets and other revenue related to transportation that have not yet been provided and record these as “air traffic liability” in our consolidated statement of financial position, deferring the revenue recognition until the trip occurs. For trips that have more than one flight segment, we consider each segment as a separate performance obligation and recognize the revenue of each segment as the trip takes place. We recognize revenue from tickets sold by other airlines where we provide transportation as passenger revenue at the estimated value that will be billed to the other airline when the trip is provided.
 
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Reimbursable tickets usually expire after one year from the date of issuance. Non-refundable tickets generally expire on the date of the intended trip unless the date is extended by customer notification on or before the scheduled travel date. We recognize rates for unused tickets that are expected to expire as revenue, based on historical data and experience, supported by a third-party valuation specialist to assist management in this process. We periodically evaluate this liability and we record any significant adjustment in our consolidated statement of comprehensive income. These adjustments are mainly due to differences between actual events and circumstances such as historical sales rates, the impact on demand due to COVID-19 and customer travel patterns that may result in refunds, changes or expiration of tickets that differ substantially from our estimates. We evaluate our estimates and adjust deferred revenue for unearned transportation and revenue for passenger transport when necessary.
We collect the various taxes and fees calculated on the sale of tickets to customers as an agent and send collections to the tax authorities. We record a liability when taxes are collected and deregister it when the government entity is paid.
Under our LifeMiles program, we recognize liabilities for accumulated miles are under “frequent flyer deferred revenue” until the miles are redeemed. We recognize the revenue for the redemption of miles at the time of the exchange of miles. We calculate the revenue based on the number of miles redeemed in a given period multiplied by the cumulative weighted average yield, which leads to the decrease of “frequent flyer deferred revenue.” We review breakage estimates every six months. If a change in the estimate is presented, we account for the adjustments prospectively through income, with an adjustment of “update” to the corresponding deferred income balances.
Under IFRS 15, we do not consider ancillary revenue a separate performance obligation and we combine it with the existing performance obligation and account for it as if part of the original ticket sale transaction. Thus, we combine the original price of the ticket and the amount paid for the ancillary service and consider them one single performance obligation, which we defer and recognize as “passenger revenue” when the related consideration is satisfied.
Useful Life of Property and Equipment
We estimate useful lives and residual values of property and equipment, including fleet assets based on network plans and recoverable values. Useful lives and residual values are reassessed annually, taking into consideration the latest fleet plans and other business plan information.
We measure flight equipment, property and other equipment at cost less accumulated depreciation and accumulated impairment losses in accordance with IAS 16 “Property, Plant and Equipment.” Property, operating equipment, and improvements that are being built or developed for future use by us are recorded at cost as under-construction assets. When under-construction assets are ready for use, the accumulated cost is reclassified to the respective property and equipment category. We derecognize property and equipment upon disposal or when no future economic benefits are expected from its use or disposal. Gains and losses on disposal of property and equipment are determined by comparing the proceeds from disposal with the carrying amount.
The costs incurred for major maintenance of an aircraft’s fuselage and engines are capitalized and depreciated over the shorter period to the next scheduled maintenance or return of the asset. The depreciation rate is determined according to the asset’s expected useful life based on projected cycles and flight hours. Routine maintenance expenses of aircraft and engines are charged to income as incurred.
We calculate depreciation over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation is recognized in the consolidated statement of comprehensive income on a straight–line basis over the estimated useful lives of flight equipment, property and other equipment, since we believe this method most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. We depreciate rotable spare parts for flight equipment on the straight-line method, using rates that allocate the cost of these assets over the estimated useful life of the related aircraft. The estimated useful life for aircraft ranges between 10 to 30 years and for aircraft components and engines, the useful life of fleet associated with component or engines is taken as the reference point.
Residual values, amortization methods and useful lives of the assets are reviewed and adjusted, if appropriate, at each reporting date. The carrying value of flight equipment, property and other equipment is reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable and the carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
 
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We receive credits from manufacturers on acquisition of certain aircraft and engines that may be used for the payment of maintenance services, training, acquisition of spare parts and others. These credits are recorded as a reduction of the cost of acquisition of the related aircraft and engines and against other accounts receivable. These amounts are then charged to expense or recorded as an asset, when the credits are used to purchase additional goods or services. These credits are recorded within other liabilities in the consolidated statement of financial position when awarded by manufacturers.
We do not depreciate land. Administrative property in Bogotá, Medellín, San Salvador and San Jose are recorded at fair value less accumulated depreciation on buildings and impairment losses recognized at the date of revaluation. We believe that valuations are performed with sufficient frequency to ensure that the fair value of a revalued asset does not differ materially from its carrying amount. A revaluation reserve is recorded in other comprehensive (loss) income and credited to the asset revaluation reserve in equity. However, to the extent that it reverses a revaluation deficit of the same asset previously recognized in profit or loss, the increase is recognized in profit and loss. A revaluation deficit is recognized in the other comprehensive (loss) income, except to the extent that it offsets an existing surplus on the same asset recognized in the asset revaluation reserve. Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings.
Leased Aircraft Return Provisions
Our aircraft lease contracts establish certain conditions in which aircrafts shall be returned to the lessor once the contractual period terminates. To comply with these return conditions, we incur costs due to certain payments made to the lessor which reflect the use of certain components throughout the term of the lease contract, maintenance deposits, or overhaul costs of components. Under certain contracts, if the asset is returned to the lessor in a better maintenance condition than the one in which the asset was originally delivered, we are entitled to receive compensation from the lessor. We accrue a provision to comply with the return conditions at the time the asset does not meet the return condition criteria under the conditions of each lease contract. The recognition of return conditions requires management to make estimates of the costs of return conditions and use inputs such as hours or cycles flown of major components, estimated hours or cycles at redelivery of major components, projected overhaul costs and overhaul dates of major components. Upon redelivery of aircraft, any difference between the provision recorded and actual costs is recognized in the result of the annual period.
Deferred Income Tax
We recognize deferred tax for temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets are recognized to the extent that it is probable that the temporary differences, the carry forward of unused tax credits and any unused tax losses can be utilized, except (i) where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss or (ii) in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax laws enacted or substantively enacted at the reporting date. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, and the tax rates used, based upon the likely timing and the level of future taxable profits together with future tax planning strategies and the enacted tax rates in the jurisdictions in which the entity operates.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax relating to items recognized outside profit or loss is recognized in correlation to the underlying transaction either in OCI or directly in equity. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different taxable entities, but we intend to settle current tax liabilities and assets on a net basis.
 
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Critical Accounting Estimates
Impairment of Non–financial Assets of the Air Transport Cash Generating Unit (“CGU”)
The recoverable amounts of CGUs have been measured based on their value-in-use.Value-in-use is calculated using a discounted cash flow model, Cash flow projections are based on the Business plan approved by the Board covering a five-year period that have been impacted by the decrease in demand and the restrictions imposed by various governments in the region and the corresponding adjustment of capacity offered.
Cash flows extrapolated beyond the five-year period are projected to increase based on long-term growth rates, Cash flow projections are discounted using the CGU’s pre-tax discount rate.
The main assumptions used in the calculations are:
 
 	•	 	Revenue growth p.a. over the planning period and as revenue growth p.a. after the planning period; assumed growth rates are in line with demand recovery trends observed in the air transport industry on a global and local level.	
 
 	•	 	Operating income over the planning period; assumptions are based on revenue growth assumptions as well as macroeconomic assumptions based on market data extracted from Bloomberg for both the expected WTI price and the expected interest rate levels, which have a direct impact on our cost projections, all costs are affected by inflation.	
 
 	•	 	Discount rate calculated according to general accepted standards.	
The business plan approved by the board of directors accounts for the negative impact generated by COVID-19 and govnerment imposed travel restricions, on the cash flows used in the value-in-use calculations, which are based on the assumed growth rates in line with demand recovery trends projected at the time of the approval.
The main assumptions used in the calculations of the value in use are as follows:

 	  	For the year ended December 31,	 	
 	  	2020	 	  	2019	 	
Revenue growth p.a. over planning period	  	 	2.5% to 24.8%	 	  	 	2.3% to 5%	 	
Operating income over planning period	  	 	(5.9%) to 11.4%	 	  	 	5.2% to 8.8%	 	
Capital expenditure over planning period	  	 	1.24% to 3.86%	 	  	 	(0.2%) to 12.69%	 	
Duration over planning period	  	 	5 years	 	  	 	5 years	 	
Revenue growth p.a. after planning period	  	 	3.7%	 	  	 	4.3%	 	
Operating Income after planning period	  	 	11.50%	 	  	 	10.00%	 	
Captial expenditures after planning period	  	 	2.43%	 	  	 	6.43%	 	
Business enterprise value	  	 	5,724,540	 	  	 	9,269,446	 	
Discount rate(1)	  	 	14.11%	 	  	 	8.72%	 	

(1)	As a result of the distortion caused by the contingency of COVID-19 in market rates, for the impairment test, as of December 31, 2020, discount rates have been used, ranging from 9.34% until 14.11%.	
As of December 31, 2020, the net book value of our air transport CGU, including intangible assets with an indefinite life, was $3,190,059.
Recent Accounting Pronouncements
Amendments to IFRS 3: Definition of a Business
In October 2018, the IASB issued amendments to the definition of a business in IFRS 3 Business Combinations to determine whether an acquired set of activities and assets is a business or not. The amendments clarify the minimum requirements for a business, remove the assessment of whether market participants are capable of replacing any missing elements, add guidance to assess whether an acquired process is substantive, narrow the definitions of a business and of outputs and introduce an optional fair value concentration test. The amendments apply prospectively to transactions or other events that occur on or after January 1, 2020.
 
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Since the amendments apply prospectively to transactions or other events that occur on or after the date of first application, the Group was not affected by these amendments on the date of application.
Amendments to IAS 1 and IAS 8: Definition of Material
In October 2018, the IASB issued amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to align the definition of ‘material’ across the standards and to clarify certain aspects of the definition. The new definition states that “information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.” We do not expect these amendments to have a significant impact on our consolidated financial statements.
IFRS 9—Financial Instruments, IFRS 7—Financial Instruments: Disclosure, IAS 39—Financial Instruments: Recognition and Measurement and Reform of the Reference Interest Rate Phase 2
The amendments are related to the modification of financial assets, financial liabilities and lease liabilities, specific hedge accounting requirements and disclosure requirements applying IFRS 7 to accompany the modifications related to modifications and hedge accounting:
 
 	•	 	Modification of financial assets and liabilities and lease liabilities. A practical file is introduced for the modifications by the reform, accounting for the updated effective interest rate.	
 
 	•	 	Hedging transactions (and related documentation) should be adjusted to reflect changes to the hedged item, the hedging instrument, and the hedged risk.	
 
 	•	 	Disclosures in order to allow users to understand the nature and scope of the risks arising from the IBOR reform to which the entity is exposed and how the entity manages these risks.	
IFRS 4 is also amended to require insurers that apply the temporary exemption from IFRS 9 to apply the amendment in accounting for the modifications directly required by the IBOR reform.
The modifications are effective globally for annual periods beginning on or after January 1, 2021 and will be applied retrospectively. Early application is allowed. Restatement of previous periods is not required. However, an entity may restate prior periods if, and only if, it is possible without the use of hindsight.
Results of Operations for the Year Ended December 31, 2020 and December 31, 2019
The following discussion of our results of operations is based on the financial information derived from our audited consolidated financial statements. In the following discussion, references to increases or decreases in any year are made by comparison with the corresponding prior year, as applicable, except as the context otherwise indicates. The following table sets forth certain income statement data for the years indicated:

 	  	Year ended December 31,	 	 	% Change	 	
 	  	2020	 	  	2019	 	  	2020	 	 	2019	 	 	2019 to
2020	 	
 	  	(in $ millions)	 	  	(as a % of operating revenue)	 	 	 	 	
Operating revenue:	  				  				  				 				 				
Passenger	  	 	1,004.0	 	  	 	3,904.8	 	  	 	58.7	% 	 	 	84.5	% 	 	 	(74	%) 	
Cargo and other	  	 	707.6	 	  	 	716.7	 	  	 	41.3	% 	 	 	15.5	% 	 	 	(1	%) 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total operating revenue	  	 	1,711.6	 	  	 	4,621.5	 	  	 	100	% 	 	 	100.0	% 	 	 	(63	%) 	
Operating expenses:	  				  				  				 				 				
Flight operations	  	 	42.2	 	  	 	75.7	 	  	 	2.5	% 	 	 	1.6	% 	 	 	(44	%) 	
Aircraft fuel	  	 	335.6	 	  	 	1,204.1	 	  	 	19.6	% 	 	 	26.1	% 	 	 	(72	%) 	
Ground operations	  	 	212.4	 	  	 	478.0	 	  	 	12.4	% 	 	 	10.3	% 	 	 	(56	%) 	
Rentals	  	 	3.4	 	  	 	11.8	 	  	 	0.2	% 	 	 	0.3	% 	 	 	(71	%) 	
Passenger services	  	 	41.8	 	  	 	176.5	 	  	 	2.4	% 	 	 	3.8	% 	 	 	(76	%) 	
Maintenance and repairs	  	 	121.5	 	  	 	257.6	 	  	 	7.1	% 	 	 	5.6	% 	 	 	(53	%) 	
Air traffic	  	 	90.2	 	  	 	279.0	 	  	 	5.3	% 	 	 	6.0	% 	 	 	(68	%) 	
 
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Selling expenses	  	 	169.3	 	 	 	500.2	 	 	 	9.9	% 	 	 	10.8	% 	 	 	(66	%) 	
Salaries, wages and benefits	  	 	389.0	 	 	 	717.3	 	 	 	22.7	% 	 	 	15.5	% 	 	 	(46	%) 	
Fees and other expenses	  	 	367.4	 	 	 	411.6	 	 	 	21.5	% 	 	 	8.9	% 	 	 	(11	%) 	
Depreciation and amortization	  	 	533.0	 	 	 	593.4	 	 	 	31.1	% 	 	 	12.8	% 	 	 	(10	%) 	
Impairment	  	 	1.1	 	 	 	470.7	 	 	 	0.1	% 	 	 	10.2	% 	 	 	(100	)% 	
Deconsolidated Subsidiary	  	 	26.2	 	 	 	—  	 	 	 	1.5	% 	 	 	—  	 	 	 	100	% 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating expenses	  	 	2,333.1	 	 	 	5,175.8	 	 	 	136.3	% 	 	 	112.0	% 	 	 	(55	%) 	

 	  	Year ended December 31,	 	 	% Change	 	
 	  	2020	 	 	2019	 	 	2020	 	 	2019	 	 	2019 to
2020	 	
 	  	(in $ millions)	 	 	(as a % of operating revenue)	 	 	 	 	
Operating (loss) profit	  	 	(621.5	) 	 	 	(554.3	) 	 	 	(36.3	%) 	 	 	(12.0	%) 	 	 	(12	%) 	
Interest expense	  	 	(378.3	) 	 	 	(299.9	) 	 	 	(22.1	%) 	 	 	(6.5	%) 	 	 	26	% 	
Interest income	  	 	4.4	 	 	 	9.0	 	 	 	0.3	% 	 	 	0.2	% 	 	 	(51	%) 	
Derivative instruments	  	 	(3.1	) 	 	 	(2.2	) 	 	 	(0.2	%) 	 	 	(0.0	%) 	 	 	42	% 	
Foreign exchange, net	  	 	(46.5	) 	 	 	(24.2	) 	 	 	(2.7	%) 	 	 	(0.5	%) 	 	 	92	% 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Equity method profit	  	 	0.3	 	 	 	1.5	 	 	 	0.0	% 	 	 	0.0	% 	 	 	(82	%) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Loss) profit before income tax	  	 	(1,044.7	) 	 	 	(870.0	) 	 	 	(61	%) 	 	 	(18.8	%) 	 	 	(20	%) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total income tax expense	  	 	(49.4	) 	 	 	(24	) 	 	 	(3	%) 	 	 	(0.5	%) 	 	 	106	% 	
Net (loss) profit for the year	  	 	(1,094.1	) 	 	 	(894.0	) 	 	 	(64	%) 	 	 	(19.3	%) 	 	 	22	% 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating Revenue
Our operating revenue in 2020, was $1,711.6 million, a 63% decrease from $4,621.5 million in 2019, as a result of reduced operations due to developments relating to the COVID-19 pandemic.
Passenger Revenue. Our passenger revenue was $1,004.0 million in 2020, and $3,904.8 million in 2019, which represents a 74.3% revenue decrease mainly due to a 74.1% reduction in transported passengers, as result of the developments relating to the COVID-19 pandemic. The pandemic forced several governments to take protective measures that affected us directly, such as border closures since mid-March 2020, until 4Q. In addition, the average fare price decreased 2.2%. Other passenger related revenues decreased 67.2%, or $188 million due to an ancillary revenue decrease of 68.4%. Additionally, expired tickets revenues decrease 74.0% in line with a reduction in transported passengers. Finally, loyalty revenue decreased 76.3%, or $238 million, in line with the decline in operations. Our passenger load factor decreased, from 81.7% in 2019 to 74.1% in 2020, while our capacity decreased 73.6%. Meanwhile, our passenger yield increased 6.8%, from 8.8 cents in 2019 to 9.4 cents in 2020. Our transported passenger volume decreased 74.1%, from 30.5 million passengers in 2019 to 7.9 million passengers in 2020.
Cargo and Other
Our revenue from cargo and other was $707.6 million in 2020, as compared to $716.7 million in 2019.
Operating Expenses
Our operating expenses were $2,33.1 million in 2020, a 55% decrease from $5,175.8 million in 2019, mainly due to variable expenses decrease as a result of COVID-19. As a percentage of operating revenue, operating expenses increased from 112% in 2019 to 136.3% in 2020.
LifeMiles operating expenses were $37.0 million in 2020, a 16.2% decrease from $44.2 million in 2019, mainly due to a $4.6 million decrease in selling and marketing expenses and a $4.4 million decrease in salaries, wages and benefits, which effects were partially offset by an increase of $2.0 million in impairment of account receivables from related parties.
 
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In 2020, our operating expenses excluding aircraft fuel expenses decreased 49.7% compared to 2019 and our capacity in ASKs decreased 73.6% compared to 2019. As a result, our CASK excluding fuel increased 90.3% in 2020 compared to 2019. The following table sets forth the breakdown of our CASK:

 	  	Year ended December 31,	 	
 	  	2020	 	  	2019	 	  	% Change	 	
 	  	(in U.S. cents, except for  percentages)	 	
CASK	  				  				  				
Flight operations	  	 	0.29	 	  	 	0.14	 	  	 	15.4	% 	
Aircraft fuel	  	 	2.33	 	  	 	2.21	 	  	 	12-1	% 	
Ground operations	  	 	1.48	 	  	 	0.88	 	  	 	59.9	% 	
Rentals	  	 	0.02	 	  	 	0.02	 	  	 	0.2	% 	
Passenger services	  	 	0.29	 	  	 	0.32	 	  	 	(3.4	%) 	
Maintenance and repairs	  	 	0.84	 	  	 	0.47	 	  	 	37.1	% 	
Air traffic	  	 	0.63	 	  	 	0.51	 	  	 	11.4	% 	
Sales and marketing	  	 	1.18	 	  	 	0.92	 	  	 	25.8	% 	
General, administrative and other	  	 	2.55	 	  	 	0.76	 	  	 	179.8	% 	
Salaries, wages and benefits	  	 	2.70	 	  	 	1.32	 	  	 	138.6	% 	
Depreciation and amortization	  	 	3.71	 	  	 	1.09	 	  	 	261.5	% 	
Impairment	  	 	0.01	 	  	 	0.87	 	  	 	(85.8	%) 	
Deconsolidated Subsidiary	  	 	0.18	 	  				  	 	100	% 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	 	16.2	 	  	 	9.51	 	  	 	670.9	% 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total excluding fuel	  	 	13.9	 	  	 	7.30	 	  	 	90.3	% 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Flight operations. Flight operations expense decreased 44.3% from $75.7 million in 2019 to $42.2 million in 2020, mainly due to pilot travel expenses which decreased 77.6%, or $24.2 million, given a 69.1% reduction of operations as a result of the COVID-19 pandemic, which forced several governments to take protective measures, such as border closures. Additionally, pilots training decreased $6.6 million (47.6%), also impacted by COVID-19 emergency, but slightly offset by expenses related to air traffic recovery and requalification requirements of our A320s pilots during 4Q. Finally, insurance and other flight operation costs decreased by $2.7 million mainly due to lesser operations as well. In terms of unit cost per ASK, flight operations increased from 0.14 cents in 2019 to 0.29 cents in 2020.
Aircraft Fuel. Aircraft fuel expenses decreased 72.1%, from $1,204.1 million in 2019 to $335.6 million in 2020, mainly as a result of a 17.6% decrease in fuel price, from 2.25 USD/gal in 2019 to 1.86 USD/gal in 2020, which represented $71.8 million. Additionally, consumed gallons decreased 66.1%, which represented $796.5 million. Fuel hedge contracts were not executed in 4Q 2020. In terms of unit cost per ASK, aircraft fuel increased from 2.21 cents in 2019 to 2.3 cents in 2020.
Ground Operations. Ground operations expense was $212.4 million in 2020, representing a 55.6% decrease from $478.0 million in 2019, mainly due to a 62.0% decrease on parking and landing cost of $88.4 million, navigation costs also decreased 69.4%, or $86.2 million while ramp service cost declined 59.7%, or $51.3 million all as a result of the COVID-19 pandemic. In addition, other ground operations costs decreased 51%, or $25.9 million, also due to the impact of COVID-19 on our operations but were partially offset by fixed cost not directly related to the operation, such as software services and building and equipment leases. Finally, cargo cost decreased 11.8%, or $5.2 million, in line with a 11.4% reduction of revenue tons per kilometer (RTKs), and a 28.1%, or $8.6 million decrease in courier cost. In terms of unit cost per ASK, ground operations expense increased 59.9%, from 0.88 cents in 2019 to 1.48 cents in 2020.
Rentals. Rentals expense was $3.4 million in 2020, representing a 71.1% decrease from $11.8 million in 2019, mainly driven by $3.4 million decline in engine rentals, which had not been registered under IFRS16 in 2019, a $1.8 million reduction due to a timing discrepancy of provisioned invoices of 2019 registered in 2020, and a $2.1 million decrease in engine rentals as a consequence of a decline in operations. In terms of unit cost per ASK, rentals expense increased 0.2%, from 2019 to 2020.
Passenger Services. Passenger services expense was $41.8 million in 2020, representing a 76.3% decrease from $176.5 million in 2019, mainly triggered by a drop of 74.1% in total carried passenger due to the results of the COVID-19 pandemic, which caused restrictions in global air connectivity since late March. Since 3Q20, Colombian national authorities implemented strict security protocols for the resumption of domestic and international
 
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commercial flights. December 2020 was the month which showed the major recovery in domestic market, with 37% of transported passengers when compared to December 2019. Commercial international operations were affected by travel restrictions in Europe, and only reached 19% of carried passengers when compared to December 2019. Cabin crew expenses as lodging, per diem and training, showed a drastic decrease caused by a reduction in total departures of 69.1% versus 2019, from $35.3 million in 2019 to $9.6 million in 2020. Finally, certain fixed costs were maintained throughout the COVID-19 contingency, such as regulatory crew training. On site trainings have partially resumed in July and currently increased due to the reactivation of crew and aircraft. Additionally, Passenger insurance were registered as Passenger Services in 2019 for $5.9 million but in 2020 these were accounted under Flight Operations. In terms of unit cost per ASK, passenger services decreased by 3.4%, from 0.32 cents in 2019 to 0.29 cents in 2020.
Maintenance and Repairs. Maintenance and repairs expense was $121.5 million in 2020, representing a 52.8% decrease from $257.6 million in 2019, mainly due to $34.5 million decrease in operating agreements per engine repair hour, $22.4 million reduction in material consumption in line maintenance a $17.8 million decrease in external repairs, a 14.4 million reduction of material consumption in fuselage maintenance, a decrease of $20.4 million in power-by-the-hour and rent components, mainly driven by a 69.1% reduction in departures which resulted in a significant decrease in materials consumption and logistics and airframe repairs due to the impact of COVID 19 on our operations. In terms of unit cost per ASK, maintenance and repairs expense increased 37.1%, from 0.47 cents in 2019 to 0.84 cents in 2020.
Air Traffic. Air traffic expense was $90.2 million in 2020, representing a 67.7% decrease from $279.0 million in 2019, mainly driven by a 64.8% or $58.6 million reduction in airports facilities expenses compared to 2019 also, subcontracted airports services and security expenses decreased 75.0% or $66.6 million, all this mentioned above in line with the operational reduction of 69.1% in departures versus 2019 as a consequence of the COVID-19 pandemic that resulted in mobility restrictions. Likewise, passenger volume related costs decreased 83.2% due to a drop of 74.1% in passengers carried versus 2019, passenger compensations decreased $22.4 million as consequence of a decrease in transported passengers as mentioned above but also due to improvements in schedule completion and an improved on-time-performance compared to 2019. Frequent flyer attention costs decreased $19.7 million as a consequence of a decline in VIP supplies expenses due to the temporal closure of VIP lounges as of Q2 2020, in response to COVID-19 sanitary measures. Other traffic and airports costs decreased $21.5 million also as a consequence of the drastic operational reduction. In terms of unit cost per ASK, air traffic increased 22.3%, from 0.51 cents in 2019 to 0.63 cents in 2020.
Selling Expenses. Selling expenses were $169.3 million in 2020, representing a 66.2% decrease from $500.2 million in 2019 mainly driven by a decrease in commission expenses of -$113.1 million (74.6% compared to 2019), principally due to lower passenger commissions as a result of 74.3% reduction in passenger revenues. Additionally, GDS and reservation systems costs decreased by $106.5 million (78.3% compared to 2019) as a result of lower sales and a decrease in net bookings of 77.9% because of a reduction in reservations and an increase in cancelations, all this as mentioned above as a consequence of the restrictions and reductions of operation generated by the COVID-19 contingency since late March 2020. Also, loyalty costs decreased -$75.7 million due to a reduction in miles accruals as well as a 65.1% reduction in miles redemptions when compared to 2019. Advertising expenses declined by $24.4 million versus 2019, as the company’s fleet was largely grounded throughout the year. Finally, other selling expenses decreased $11.2 million compared to 2019, due to the registration of an increase in provisions for doubtful accounts in 2019 2019. In terms of unit cost per ASK, sales and marketing expenses increased 25.8%, from 0.92 cents in 2019 to 1.2 cents in 2020.
Salaries, Wages and Benefits. Salaries, wages and benefits expenses were $389.0 million in 2020, representing a 45.8% decrease from $717.3 million in 2019. During 2020 we undertook a workforce reduction of approximately 4,740 employees, achieved through layoffs, terminations of employment, early retirements and unpaid leaves, from April 1 through December 31, 2020, most employees voluntarily accepted temporal reductions in salaries. Operative Labor decreased driven by a 69% decline in departures due to the COVID-19 pandemic in addition to network related capacity optimizations. Administrative labor head count decreased by 1,303 employees. The decrease in operation further resulted in a decline in other labor costs (operational mobility, temporary employees). In terms of unit cost per ASK, salaries, wages and benefits increased 138.6%, from 1.32 cents in 2019 to 2.70 cents in 2020.
Fees and Other Expenses. Fees and other expenses were $367.4 million in 2020, representing a 10.7% decrease from $411.6 million in 2019, mainly due to a decrease in other general administrative costs as a result of a decrease in utilization of administrative buildings due to COVID-19. Also, 2020 gain and loss expenses decreased when
 
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compared to 2019 as the company registered an increase in losses of asset sales and retirements due to the phase out and sale of certain aircraft during 2019 in line with the company’s transformation plan. Likewise, operational tax expenses in 2020 decreased due to a 63% decline in revenues when compared to 2019. Further, fees and other expenses increased if compared to 2019, as a consequence the registration of restructuring fees due to different consulting process in Chapter 11 context. In terms of unit cost per ASK, general, administrative and other expenses increased 179.8%, from 0.76 cents in 2019 to 2.55 cents in 2020.
Depreciation and amortization and impairment. Depreciation and amortization and impairment expense was $534.1 million in 2020, representing a 50% decrease from $1,064.1 million in 2019, mainly due to an aircraft impairment in 2019 caused by a phase out of 18 E190, 19 A318, one A319, five A320 and two A330. We further executed nine Sale and Lease Back transactions at the beginning of 2020 which impacted this line item. Additionally, a decrease in amortization cost of heavy maintenance events due to the reduction of 69.1% in operations, as well as changes to the amortization method and a decline in capitalized events given a reduction in components usage. In terms of unit cost per ASK, depreciation and amortization expense increased 89.9%, from 1.96 cents in 2019 to 3.71 cents in 2020.
Interest Expense, Interest Income, Derivative Instruments, Foreign Exchange and Equity Method Profit
Interest Expense. Our interest expense was $378.3 million in 2020, representing a 26.2% increase from $299.9 million in 2019, explained by $9.2 million from IFRS16 related to aircraft incorporated in 2020, $3.5 million from aircraft incorporated at the end of 2019 and $2.1 million from aircraft contracts extended at the end of 2019. In addition, $13.6 million from operating leases and $36.5 million from interest on loans related to balances calculated automatically due to the new methodology for recognition of interest expense used under the new ERP; previously it used to be a provision of the interest expense, now each obligation is valued under the amortized cost model every month and the first day of the next month it is reversed.
Furthermore, higher legal fees and commissions of $1.5 million from bonds roll-up and lessor contracts under Chapter 11. On the other hand, in 2019 $7.3 million were accounted from PDP’s capitalization recognized as interest expense, not as in 2020 where pre-delivery payments are on-hold under Chapter 11.
Interest Income. Our interest income was $4.4 million in 2020, representing a 4.6% decrease from $9.0 million in 2019. The main drivers for this change are significant performance effects of COVID-19 pandemic in financial markets returns and a 12 million YoY reduction (-22%) in Short Term Investment balances
Derivative Instruments. Our derivative instruments expense was $0.1 million in 2020, as compared to derivative instruments income of $2.2 million in 2019. The year 2020 shows up a $3.0 million loss due to an adjustment based on the closing of the derivatives carried forward until May 2020. As of December 2020, we had no active derivatives or Interest Rate Swap contracts.
As of May 2020, Avianca and Taca still had derivative options contracts (Jet Fuel) with banks. After Chapter 11 was filed, the valuation loss went from ORI to IS and was carried as a $0.3 million expense. The balance is accumulated until December 2020, and it is already at zero for 2021.
In 2019 Avianca reported a $2.1 million loss in derivative instruments due to contract expirations; last year the company only hedged $4.5 million gallons of Jet Fuel. Further in line with the reduction in Libor rates, Avianca recorded $0.3 million in losses on its Interest Rate Swaps derivates
Foreign Exchange, Net. Foreign exchange, net increased from a loss of $24.2 million in 2019 to a loss of $46.5 million in 2020. The main sources of variation were non-realized foreign exchange transactions, representing 27.1 million of higher loss, and other accounting foreign exchange adjustments for 3.5 million of higher losses. In spite of having a lower COP devaluation during 2020 (4.5% in 2020 compared to 8% in 2019), we shifted our working capital position from negative to positive in 2020 (excluding financial obligations), meaning a stronger correlation between devaluation of the Colombian peso and our net loss.
On the side of realized FX, AVH had a better performance in 2020 than in 2019, reducing foreign exchange losses by 8.3 million, also in line with the lower COP devaluation through the year.
Equity Method Profit. Our equity method profit was $0.2 million in 2020, representing a 1.3 million decrease from $1.5 million in 2019, mainly due to a decrease in profits reported by Viajes Éxito in which Avianca Holdings holds a stake of 49%.
 
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Income Tax Expense
The major components of our income tax expense are provisions for current taxes, prior periods adjustments and origin and reversal of temporary differences (deferred tax).
In order to reconcile our nominal and effective tax rates on our deferred income tax, we consider permanent differences. These may include consolidation of special purpose entities, property, plant and equipment losses and special over deductions applicable in different jurisdictions.
In 2020, income tax expense was $49.4 million as compared to $24.0 million in 2019, representing an increase of 106%. The current income tax expense was $49.4 million in 2020 compared to $26.5 million in 2019, representing an increase of 86.4%. Deferred income tax expense was $0.053 million in 2020, compared to a tax expense of $2.5 million in 2019. In 2020, because we generated a net loss, the effective tax rate was 4.73%. In 2019, the effective tax rate was 2.8%.
Net Profit (Loss)
Our net loss increased from a net loss of $894.0 million in 2019 to a net loss of $1,094.1 million in 2020, mainly due to a $67.2 million increase in operating (loss) profit and a $78.3 million increase in interest expense in 2020. Our net profit excluding foreign exchange translation adjustment loss and derivative instrument expense increased from a net loss of $867.6 million in 2019 to net loss of $1,044.4 million in 2020. Our RASK was and 8.5 cents in 2020 and 2019, respectively.
Results of Operations for the Year Ended December 31, 2019 Compared to the Year Ended December 31, 2018
See our annual report on Form 20-F for the fiscal year ended December 31, 2019, as filed with the SEC on June 11, 2020.
 
B.	Liquidity and Capital Resources	
Ability to Continue as a Going Concern
We have significant indebtedness. Our level of indebtedness has adversely impacted and continues to adversely impact our financial condition. As a result of our financial condition, the defaults under our debt and other agreements, the risks and uncertainties surrounding our Chapter 11 proceedings and the impact on us of developments relating to the spread of COVID-19, substantial doubt exists regarding our ability to continue as a going concern. Accordingly, the audit report issued by our independent registered public accounting firm regarding our financial statements as of and for the year ended December 31, 2020 contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.
Our audited consolidated financial statements included in this annual report have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. As such, our audited consolidated financial statements included in this annual report do not include any adjustments that might result from the outcome of our Chapter 11 proceedings. If we cannot continue as a going concern, adjustments to the carrying values and classification of our assets and liabilities and the reported amounts of income and expenses could be required and could be material.
For more information on risks to our liquidity, see “Item 3. Key Information—D. Risk Factors.”
Sources and Uses of Cash
Our primary sources of cash are our operations and financing activities. Our primary uses of cash are working capital, capital expenditures, aircraft leases and general corporate purposes. Our long-term capital needs relate to aircraft purchases. Our cash and cash equivalents were $911.1 million as of December 31, 2020 and $342.5 million as of December 31, 2019. As a result of developments in 2020 relating to the spread of COVID-19 and government measures to address it, our liquidity was materially and adversely affected and, on May 10, 2020, Avianca Holdings S.A. and certain of its affiliated entities filed voluntary petitions for bankruptcy relief.
 
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As of December 31, 2020, we had an outstanding balance of short-term and long-term debt of $6,281.2 million for working capital and aircraft leases of which $6,164.4 million, or 98.1%, was secured indebtedness. Our secured indebtedness comprises both long-term indebtedness (generally incurred to finance or refinance aircraft purchases) and short-term indebtedness under a revolving credit facility, which is secured over a substantial portion of our assets, including, for example, (i) security over certain collections from the sales of airline fare tickets and collections of revenue related to freight and cargo transportation services, (ii) security over certain aircraft, aircraft engines and certain spare parts, (iii) certain real estate, including a maintenance, repair and overhaul facility, (iv) security over slots at certain airports, (v) assignment of certain insurances and reinsurances, (vi) cash and cash equivalents pledged in deposit or security accounts, and (vii) certain intellectual property rights, including the Avianca brand. In addition, we finance certain of our aircraft under ECA financings, which are generally secured over the aircraft, leases, insurance policies and manufacturer warranties relating to the specific aircraft being financed. The weighted average interest rate of our financial debt as of December 31, 2020 was 6.52%.
We also finance aircraft purchases through sale-leaseback financings, in which we sell an aircraft to a financial institution or leasing company immediately upon delivery from the manufacturer and lease the aircraft back under an operating agreement for a period of time, typically six to eight years. As of December 31, 2020, we do not record any material off-balance sheet arrangements.
We are a holding company and our ability to repay our indebtedness and pay dividends to holders of the ADSs is dependent on the generation of cash flow by our subsidiaries and their ability to make cash available to us, through dividends, debt repayment or otherwise. See “Item 3. Key Information—D. Risk Factors—Risks Relating to the ADSs and Our Preferred Shares—We are a holding company with no independent operations or assets, and our ability to repay our debt and pay dividends to holders of the ADSs depends on cash flow generated by our subsidiaries, which are subject to limitations on their ability to make dividend payments to us.”
As part of the Stakeholder Loan, we have pledged our entire stake in LifeMiles. As of December 31, 2020, LifeMiles had $196.6 million in assets, representing 2.9% of our consolidated total assets. For the year ended December 31, 2020, LifeMiles had $119.4 million in revenue, representing 7.0% of our consolidated total operating revenue.
In March 2020, our management proposed that dividends shall not be distributed considering our net loss in 2019, which proposal was approved at our annual shareholders’ meeting on March 27, 2020.
As a result of measures, we have taken in response to the effect on our operations of the COVID-19 pandemic and government measures to address it, we have significant statutory severance and other obligations relating to employment contracts.
Cash Flows Used in Operating Activities
Our cash flows provided by operating activities are primarily from passenger and cargo sales less our payments for aircraft leases, fuel, maintenance, ground operations, payroll related expenses, marketing and taxes. We use our cash flows provided by operating activities sustain our working capital.
In 2020, net cash flows used in operating activities were $58.2 million, a 113.0% decrease from $448.3 million in 2019, due to the temporary grounding of our passenger aircraft as well as a reduction in demand for air travel cause by the COVID-19 pandemic.
Cash Flows Provided by Investing Activities
Our investing activities primarily comprise capital expenditures related to aircraft purchases and pre-delivery payments and purchases of spare parts and equipment.
In 2020, net cash flows provided by investing activities were $235.7 million, a $244.2 million increase from $8.5 million used in 2019, primarily due to sale of property and equipment.
Cash Flows Provided by Financing Activities
Our financing activities primarily comprise financing of our aircraft purchases and working capital.
 
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In 2020, net cash flows provided by financing activities were $388.7 million, a $753.8 million increase from $365.1 million used in 2019, primarily due to the loans and borrowings mainly closed under the DIP Financing as well as reduction in repayments of loans and borrowings of $286.9 million in relation to our chapter 11 process.
Debt and Other Financing Agreements
As of December 31, 2020, our total outstanding debt was $6,281.1 million, a 29.3% increase as compared to $4,856.3 million as of December 31, 2019. Our total outstanding debt as of December 31, 2020 comprised $1,270.1 million in long-term debt, $4,587.2 million in current installments of long-term debt and short-term borrowings and $423.8 million in aircraft leases. The weighted average annual interest rate paid in 2020 under all our indebtedness was 6.52%.

	Type of Debt	  	Original
Currency	  	% Fixed	 	 	% Variable	 	 	Balance
in millions of $	 	  	% Weighted
Average Rate	 	
Aircraft	  	U.S. dollars	  	 	89.8	% 	 	 	10.2	% 	 	 	1,852.4	 	  	 	3.76	% 		
Aircraft	  	Euros	  	 	100.0	% 	 	 	0.0	% 	 	 	103.3	 	  	 	2.28	% 		
Corporate	  	U.S. dollars	  	 	29.0	% 	 	 	71.0	% 	 	 	2,565.9	 	  	 	9.19	% 		
Corporate	  	Colombian pesos	  	 	0.0	% 	 	 	100.0	% 	 	 	6.1	 	  	 	6.89	% 		
Bonds	  	U.S. dollars	  	 	100.0	% 	 	 	0.0	% 	 	 	352.0	 	  	 	8.88	% 		
Aircraft leases	  	U.S. dollars	  	 	100.0	% 	 	 	0.0	% 	 	 	1,350.5	 	  	 	4.92	% 		
Other leases	  	Colombian pesos	  	 	100.0	% 	 	 	0.0	% 	 	 	51.1	 	  	 	7.16	% 		
	  		  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 		
Total	  		  	 	67.9	% 	 	 	23.1	% 	 	 	6,281.3	 	  	 	6.52	% 		
Aircraft Financings
We typically finance our aircraft through a mix of debt financing and sale-leaseback financings in which we sell an aircraft to a financial institution or leasing company immediately upon delivery from the manufacturer and lease the aircraft back under a lease agreement of typically six to eight years. We may not be able to secure financing on terms acceptable to us or at all, in which case we may be required to modify our aircraft acquisition plans, incur higher than anticipated financing costs or use more of our cash balances for aircraft acquisitions than we currently expect.
As of December 31, 2020, our fleet comprised 146 of which 135 were passenger aircraft and 11 were cargo aircraft, 62 aircraft were under leases, and 84 were owned. Of the 84 aircraft we owned, 41 have been financed under commercial bank loans with separate guarantees issued by ECAs in Europe or by the Export-Import Bank of the United States (“EXIM Bank”), 8 aircraft under a Japanese operating lease with a call option structure (“JOLCO”) and 26 under loans without ECA/EXIM Bank guarantees.
The following table sets forth our outstanding fleet financing debt by financial institution, ECA-guaranteed loans and commercial bank loans, as of December 31, 2020:

	Bank	  	ECA
Guaranteed
Loans	 	  	EXIM Bank
Guaranteed
Loans	 	  	Financial
Loans	 	  	Total Fleet
Financing
Debt	 	
  		(in millions of $)	 		
Barclays	  	 	14,6	 	  	 	0,0	 	  	 	0,0	 	  	 	14,6	 		
BNP Paribas	  	 	16.5	 	  	 	118.7	 	  	 	0.0	 	  	 	135.2	 		
Citibank	  	 	134.1	 	  	 	0.0	 	  	 	0.0	 	  	 	134.1	 		
MUFG Bank	  	 	0.0	 	  	 	0.0	 	  	 	111.8	 	  	 	111.8	 		
FGL	  	 	0.0	 	  	 	0.0	 	  	 	43.5	 	  	 	43.5	 		
HSBC	  	 	54.0	 	  	 	0.0	 	  	 	0.0	 	  	 	54.0	 		
J.P. Morgan	  	 	352.6	 	  	 	0.0	 	  	 	0.0	 	  	 	352.6	 		
Natixis	  	 	26.7	 	  	 	0.0	 	  	 	0.0	 	  	 	26.7	 		
Other Investors(1)	  	 	141.9	 	  	 	0.0	 	  	 	868.4	 	  	 	1,010.4	 		
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 		
Total	  	 	740.4	 	  	 	118.7	 	  	 	1,023.7	 	  	 	1,882.8	 		

(1)	Other investors include ING Capital LLC, U.S. Bank NA, certain Japanese investors and private placements.	
 
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As of the date of this annual report, our fleet plan and claims regarding defaults under our lease payment obligations and other covenants are subject to developments relating to our Chapter 11 proceedings.
Restrictive Covenants
Subsequent to the combination of Avianca and Taca, we agreed with the ECAs on a standard transaction structure (“Avianca-ECA Structure”), based on the then-current Avianca structure, to be used in all ECA financings, which impose certain restrictions on us, including a negative pledge, and require us to maintain compliance with certain financial covenants.
We have also entered into term loan and revolving credit facilities, which proceeds we have partly used for aircraft financings, and which contain certain negative and affirmative covenants similar to those included in the Avianca-ECA Structure.
Certain of our term loan and revolving credit facilities, as well as certain of the documents governing our ECA financings, include change of control provisions which may result in events of default if there is a change in control of our company. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—BRW has pledged its common shares of Avianca Holdings to secure its obligations under the United Loan Agreement. BRW is in breach of certain provisions of the United Loan and United has commenced the exercise of remedies against BRW and its holding company, BRW Holding.”
As of December 31, 2020, we are not in compliance with the restrictive covenants under our financing agreements, which are subject to our Chapter 11 proceedings. Our filing of voluntary petitions for Chapter 11 relief constituted an event of default that accelerated our obligations under our debt agreements. Pursuant to our Chapter 11 proceedings, our lenders’ ability to exercise remedies under their respective credit agreements and debt instruments was stayed as of the date of the Chapter 11 petition and continues to be stayed.
Senior Notes
In May 2013, we completed a $300.0 million private offering of notes due 2020 (“2020 notes”) and, in April 2014, we completed a $250.0 million private offering of additional notes of the same series. The 2020 notes bear interest at the rate of 8.375% per year and are fully and unconditionally guaranteed by six of our subsidiaries, Avianca, Avianca Costa Rica, Avianca Leasing, Taca, Taca International and Avianca Peru in an amount equal to $375,000,000.
In October 2019, we completed an exchange offer of $484.4 million in aggregate principal amount of the 2020 notes for 8.375% senior secured notes due 2020, for which we conducted an automatic mandatory exchange in December 2019 for 9.00% senior secured notes due 2023. In May 2020, as a result of our Chapter 11 proceedings, we did not pay the principal amount on the 2020 notes upon maturity or the interest payment due on the 2023 notes.
In connection the restructuring process, on August 28, 2020, as part of syndicating the Tranche A DIP loan (described below in the section entitled “DIP Financing”), the Company entered into a Restructuring Support Agreement (“RSA”) with an ad hoc group of holders representing a majority of Avianca’s 2023 senior secured notes. These noteholders also provided $290 million in new funds (inclusive of $63 million of backstop) and “rolled up” $220 million of their existing notes into Tranche A DIP loans.
Stakeholder Loan
In January 2020, we entered into convertible secured debt financings in an aggregate principal amount of $125.0 million with certain of our affiliates, comprising (i) $50 million in aggregate principal amount of convertible loans, on substantially the same economic terms as the Stakeholder Loan, from a group of Latin American investors, and (ii) $75 million in aggregate principal amount of senior secured convertible loans and bonds, which serve as a bridge financing to completion of a contemplated convertible bond offering to preferred shareholders, including (x) a commitment of $50 million from an investment vehicle managed by Citadel Advisors LLC for senior secured convertible notes and (y) a commitment of $25 million for senior secured convertible loans from another group of Latin American investors, on substantially the same economic terms as the Stakeholder Loan.
These additional financing facilities are secured mainly by pledges in the equity interests in group entities.
The lenders under the Stakeholder Loan and the additional financing facilities (i) are also subject to an intercreditor agreement governing the enforcement of the collateral securing their respective financings, and (ii) have been granted customary registration rights regarding the equity interests into which their financings are convertible. Our stakeholder loan was rolled into our DIP financing.
 
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DIP Financing
In October 2020, we received approval from the U.S. Bankruptcy Court to access a debtor-in-possession (“DIP”) financing of $1.99 billion, comprising a $1.27 billion Tranche A senior secured financing and a $722 million Tranche B secured subordinated loan. The DIP financing includes approximately $1.2 billion of new funds ($881 million in Tranche A and $336 million in Tranche B) and approximately $800 million of existing debt (comprising our stakeholder loan and senior bond) rolled into the DIP financing, matures in November 2021 and is guaranteed by Aerovías del Continente Americano S.A., Avianca and other of our subsidiaries in Chapter 11 proceedings. We expect that the DIP financing will provide us the necessary funds to support our operations through the Chapter 11 process. Following are the main terms of the DIP:

  	 	Tranche A-1 Financing
(Loans and Notes)	 	Tranche A-1 Financing
(Loans and Notes)	 	Tranche B Financing	
Description of Lenders	 	Certain holders of our 2023 notes and U.S. and non-U.S. accredited investors	 	Certain holders of our 2023 notes and U.S. and non-U.S. accredited investors	 	 
United Airlines, an affiliate of Kingsland, Citadel Advisors LLC, other lenders under our stakeholder facilities and other qualified investors	
Aggregate Amount	 	Loans: $591,449,000
 
Notes: $437,601,000	 	 
Loans: $176,450,000
 
Notes: $64,000,000
 	 	$722,918,000	
Interest Rate	 	 
Cash: LIBOR + 10.5%
Payment in Kind: LIBOR + 12%
 	
Original Issue Discount / Exit Fees	 	 
Original Issue Discount: 2.0%	 	 
Original Issue Discount: 2.0%	 	 
Exit Fee: Payable upon any termination (prior to funding in full) of the commitments in respect of the Tranche B Loans and upon repayment of any portion of the Tranche B
Loans, in an amount equal to 10% of the undrawn Commitments and Tranche B Loans.	
Guarantees / Collateral	 	The subsidiary guarantors guarantee, on a joint and several basis, all obligations. The DIP financing is collateralized by all of the assets and properties (whether tangible, intangible, real, personal or mixed) of the obligors’, subject to certain excluded assets set forth in the DIP financing agreements.
 	
Covenants	 	Customary covenants for transactions of this nature, including: delivery of certain information and reports, payment of taxes, covenant by the obligors not to claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of their covenants (or their performance thereof) under the financing agreements, maintenance of existence, compliance with laws, maintenance of air carrier status, collateral ownership, maintenance of insurance, covenant to cause additional guarantors and grantors to become parties to the agreements upon their filing for Chapter 11, use of proceeds, maintenance of cash management system, execution of bank control agreements, compliance with debtor-in-possession obligations, satisfaction of bankruptcy milestones, listing of the Tranche A-1 and A-2 bonds on a securities exchange, maintenance of properties, books and records, obtain ratings in respect of the Tranche A Loans from two rating agencies, solely in case certain investors become a Tranche A-2 Lender, obligation for the borrower to maintain (i) its operational and administrative headquarters in the Republic of Colombia and (ii) its principal hub for flight operations in the Republic of Colombia, maintenance of priority of liens, and obligation to conduct periodic calls with investors and bondholders.
 
Negative covenants limiting the obligors’ ability to: dispose of certain assets, enter into transactions with affiliates, grant liens, modify their main line of business, merge or consolidate, incur additional debt, conduct investments, make restricted payments, change their fiscal year end or accounting policies, enter into agreements containing negative pledge clauses and to amend or modify the LifeMiles securities purchase agreement.
 
Covenant to maintain consolidated cash of no less than $400 million on each date of determination and not to exceed certain cumulative cash burn.	
 
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Events of Default	 	Subject to certain cure rights in respect of the financial ratios, in case of occurrence of an event of default, certain majorities of lenders and bondholders (through the applicable agents) may:
 
(i) Terminate the lenders’ commitments;
 
(ii)  declare the loans and notes or any portion thereof then outstanding to be forthwith due and payable (including principal, interest and other amounts owed thereunder);
 
(iii) upon five business days’ written notice, terminate the automatic stay of Section 362 (and of any other Section of the Bankruptcy Code).	
In addition, only in case our reorganization plan does not provide for repayment of the Tranche B loans in cash, the Tranche B lenders will be able to exercise certain conversion rights and receive shares (or similar titles) on us or whichever other entity emerges from our reorganization process.
New Aircraft and Engine Purchases
In January 2020, we reached agreements with Airbus and BOC Aviation to optimize our fleet plan as part of our implementation of the Avianca 2021 Plan. We reduced our firm commitments with Airbus to 88 A320neo (from 108) for delivery in 2025 through 2028 (20 per year) and the remaining eight aircraft in 2029. We cancelled or deferred A320neo family deliveries in 2020 through 2024. We also entered into 12-year leases for up to 12 A320neo aircraft with BOC Aviation for deliveries after 2023.
The following table sets forth our firm contractual deliveries scheduled as of the date of this annual report through 2029:

	Aircraft Type	  	2021	 	  	2022	 	  	2023	 	  	2024	 	  	2025	 	  	2026	 	  	2027	 	  	2028	 	  	2029	 	  	Total	 	
Boeing 787-9	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	2	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	2	 		
Airbus A320neo	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	20	 	  	 	20	 	  	 	20	 	  	 	20	 	  	 	8	 	  	 	88	 		
A320neo (BOC)	  	 	—  	 	  	 	—  	 	  	 	2	 	  	 	8	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	10	 		
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 		
Total	  	 	—  	 	  	 	—  	 	  	 	2	 	  	 	10	 	  	 	20	 	  	 	20	 	  	 	20	 	  	 	20	 	  	 	8	 	  	 	100	 		
The following table sets forth our firm contractual engine deliveries scheduled as of the date of this annual report through 2023:

	Engine Type	  	2021	 	  	2022	 	  	2023	 	  	Total	 	
LEAP-1A32	  	 	1	 	  	 	—  	 	  	 	—  	 	  	 	1	 		
LEAP-1A26	  	 	1	 	  	 	—  	 	  	 	1	 	  	 	2	 		
Total	  	 	2	 	  	 	—  	 	  	 	1	 	  	 	3	 		
In the context of our Chapter 11 proceedings, certain of these agreements may be rejected.
Pension Liabilities
We update the value of our pension plan’s liabilities at each reporting period based on an actuarial valuation prepared by an independent firm, which includes the valuation of ordinary payments, additional payments, and financial assistance for funeral expenses borne by us, as applicable. As of December 31, 2020, we had outstanding retirement pension plan and employee benefits obligations in the amount of $141.3 million. According to Act 860 of 2003, $59.9 million correspond to pension liabilities with CAXDAC and will have a maximum period of payment until 2023, in the case of Avianca and Tampa Cargo. For more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to our Business—We may be liable for the potential under-funding of a pilot’s pension fund.”
 
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Chapter 11 Proceedings
On May 10, 2020, Avianca Holdings S.A., now debtor-in-possession, and certain of its affiliated entities filed voluntary petitions for chapter 11 relief under title 11 of the United States Code (11 U.S.C. § 101, et. seq.) with the United States Bankruptcy Court for the Southern District of New York, which cases are being jointly administered under Case No. 20-11133 (MG). On September 21, 2020, AV Loyalty Bermuda Ltd. And Aviacorp Enterprises S.A. filed for voluntary petitions for chapter 11 relief under title 11 of the United States Code (11 U.S.C. § 101, et. seq.) with the United States Bankruptcy Court for the Southern District of New York.
For information on the risks and uncertainties associated with our Chapter 11 proceedings, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Chapter 11 Proceedings.”
 
C.	Research and Development, Patents and Licenses	
For information on our intellectual property, see “Item 4. Information on the Company—B. Business Overview—Intellectual Property”.
 
D.	Trend Information	
Developments Relating to COVID-19
On March 13, 2020, we announced a temporary reduction of 30-40% in our capacity in order to manage the impact of reduced demand for air travel. Following the Colombian federal government’s announcement that it would close Colombian international airspace to passenger travel effective March 23, on March 19, we announced a further reduction in our capacity to cease international passenger operations for an initial period of 30 days and to cancel flights to and within Peru, El Salvador and Ecuador until the end of April. Following the Colombian federal government’s announcement that it would close Colombian airspace to passenger travel effective March 25, on March 24, we announced that we were temporarily ceasing all Colombian domestic flight operations. We have maintained our cargo, freight, charter and courier operations.
In addition to reducing capacity, in order to mitigate the effects of these developments, we implemented additional cost savings and liquidity preservation measures, including a suspension on hiring of new employees, implementation of voluntary unpaid leave of absence, which more than 14,000 employees have taken, and temporary deferral of labor contracts, non-essential expenses, capital expenditures, payments on long-term leases and payments of principal on certain financing obligations, as well as negotiations with key suppliers, strategic lenders and other creditors.
At this time, we are not able to fully determine the impact on our results of operations of the developments relating to the spread of COVID-19 and government measures to address it.
Regular operations in 2020 resumed gradually from June 15 forward, as follows:

2K - Aerogal Jun 15th	  	GTH - Grupo Taca September 19	  	AV - Avianca Domestic September 1st	  	AV - Avianca Inter September 28	
Quito - Guayaquil
Quito - Manta	  	Salvador - Miami
Salvador - Guatemala
Salvador - Tegucigalpa
Salvador - Los Angeles
Salvador - San Pedro
Salvador - San Francisco
Salvador - New York
Salvador - Washington
Salvador - Managua - Miami	  	Bogotá - Cali
Bogotá - Barranquilla
Bogotá - Medellín
Bogotá - Monteria
Bogotá - Pereira
Bogotá - Cartagena
Bogotá - Bucaramanga
Bogotá - Pasto
Bogotá - Cúcuta
Bogotá - San Andrés
Bogotá - Santa Marta	  	Medellín - Miami
Medellín - New York	
 
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For the month of December 2020 we operated 87 routes, which represented 37% of the capacity we offered same period of previous year, before the COVID-19 pandemic, serving 65 destinations in 22 countries. In total, during 2020 we carried 7,8 million passengers and operated 72,000 flights.
In January and February 2021 we operated on average of 2,262 and 1,833 weekly flights representing 69% and 35% of our pre COVID-19 capacity. Further, January and February 2021 load factors declined 11.3% and 4.7% respectively when compared to December 2020 load factors as newly imposed governmental travel restrictions applied in an effort to delay the spread of the second COVID-19 wave reduced demand especially for international air travel. As a result management reduced capacity mainly on international flights for the months of March and April in order to align the companies network with observed demand patterns. As such we operated approximately 1,854 weekly flights in March 2021.
The rate at which our operations resume depend on developments relating to the COVID-19 pandemic, government measures to address it and the rate of Colombia’s economic recovery – all of which remain highly uncertain as of the date of this annual report, but we believe we have the best flexibility and fleet model to respond to any demand trends.
Chapter 11 Proceedings
On May 10, 2020, Avianca Holdings S.A., now debtor-in-possession, and certain of its affiliated entities filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.) in the United States Bankruptcy Court for the Southern District of New York, which cases are being jointly administered under Case No. 20-11133 (MG). On September 21, 2020, AV Loyalty Bermuda Ltd. and Aviacorp Enterprises S.A. also filed for voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York.
For information on the risks and uncertainties associated with our Chapter 11 proceedings, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Chapter 11 Proceedings.”
Going Concern
As a result of extremely challenging market conditions, suspension of our passenger travel operations, our current financial condition and the resulting risks and uncertainties surrounding our Chapter 11 proceedings, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon, among other things, our ability to (i) resume our passenger travel operations profitably, which depends on many factors beyond our control, principally relating to developments deriving from the spread of COVID-19, its impact on demand for passenger air travel and government measures regarding travel restrictions, quarantine requirements and others, and (ii) successfully develop and implement our Chapter 11 plan of reorganization.
 
E.	Off-Balance Sheet Arrangements	
As of December 31, 2020, we do not record any material off-balance sheet arrangements.
 
F.	Contractual Obligations	
The following table sets forth our non-cancelable contractual obligations (excluding contributions to benefit plans) as of December 31, 2020:

 	  	Payments due by period	 		
	Contractual obligations(1)	  	Total	 	  	Less than
1 year	 	  	1-3 years	 	  	3-5 years	 	  	More than
5 years	 	
  		(in $ millions)	 		
Aircraft and engine purchase commitments(2)	  	 	5,693	 	  	 	21	 	  	 	126	 	  	 	1,629	 	  	 	3,917	 		
Aircraft leases	  	 	1,381	 	  	 	274	 	  	 	494	 	  	 	331	 	  	 	282	 		
Engine leases	  	 	23.3	 	  	 	4.8	 	  	 	9.5	 	  	 	8.3	 	  	 	0.7	 		
Aircraft debt	  	 	1,955.7	 	  	 	1,955.7	 	  	 	0	 	  	 	0	 	  	 	0	 		
Bonds	  	 	352	 	  	 	352	 	  	 	0	 	  	 	0	 	  	 	0	 		
 
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Other debt	  	 	2,572	 	  	 	2,279.5	 	  	 	292.5	 	  	 	0	 	  	 	0	 	
Interest expense	  	 	0	 	  	 	0	 	  	 	0	 	  	 	0	 	  	 	0	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	 	11,977	 	  	 	4,887	 	  	 	922	 	  	 	1,968.3	 	  	 	4,199.7	 	

(1)	We calculate expected interest payments based on interest rates on our debt as of December 31, 2020 and interest rates we expect to negotiate for projected future debt to meet our capital expenditure requirements.	
(2)	Amounts disclosed are based on IFRS and reflect certain discounts negotiated with suppliers as of the balance sheet date, which discounts are calculated on highly technical bases and are subject to multiple conditions and constant variations. Among the factors that may affect discounts are changes in our purchase agreements, including order volumes. Amounts disclosed do not reflect recent amendments to our purchase agreements, as discussed elsewhere in this annual report. In addition, the amounts and timing of our actual cash disbursements relating to our aircraft and engine purchase commitments may differ due to our right to offset certain obligations with credits we have against suppliers.	
As of December 31, 2020, we had 88 firm orders for the acquisition of A320 family aircraft with deliveries scheduled between 2025 and 2029. Under the terms of these agreements, we must make pre-delivery payments to Airbus on predetermined dates. Additionally, we have orders for the acquisition of two Boeing 787-9 aircraft with delivery dates in 2024.
We also had three firm orders for the acquisition of spare engines with deliveries between 2020 and 2023.
The 2020 acquisition orders are based on the renegotiation made in January 2020. We reached agreements with Airbus and BOC Aviation to optimize our fleet plan and reduced our firm commitments with Airbus to 88 A320neo (from 108) for delivery in 2025 through 2028 (20 per year) and the remaining eight aircraft in 2029. We also cancelled or deferred A320neo family deliveries in 2020 through 2024 and entered into 12-year leases for up to 12 A320neo aircraft with BOC Aviation for deliveries after 2023.
As of December 31, 2020, our advanced payments and aircraft acquisition commitments were as follows:

 	  	Year one	 	  	Year two	 	  	Year three	 	  	Year four	 	  	Year five and
thereafter	 	  	Total	 	
Aircraft and engine purchase commitments	  	 	21,174.8	 	  	 	62,626.5	 	  	 	63,585.5	 	  	 	454,217.1	 	  	 	5,092,339.2	 	  	 	5,693,943.1	 	
In the context of our Chapter 11 proceedings, certain of these agreements may be rejected.
 
Item 6.	Directors, Senior Management and Employees	
 
A.	Directors and Senior Management	
Board of Directors
According to our bylaws, which were amended in an ordinary shareholders’ meeting on March 26, 2021, our board of directors comprises a minimum of 7 and a maximum of 14 members. Our board of directors is focused on determining our overall strategic direction and is responsible for establishing our general business policies, appointing our chief executive officer and supervising our management. Our board’s chairman has a non-executive function and is elected by majority vote of the directors present at the board meeting at which there is a quorum, in accordance with the procedures specified in the Amended and Restated Joint Action Agreement.
Members of our board of directors are elected at the general shareholders’ meeting, serve for a period of one year and may be reelected. We do not have a mandatory retirement age for our directors. Our board of directors currently meets on a quarterly basis, or more frequently if needed, and may deliberate and act with the presence and votes of the majority of its members. A majority vote constitutes an act of the board.
The ordinary shareholders’ meeting held on March 26, 2021 elected the following members to our board of directors:

	Name	  	Position	  	Age	  	Nationality	  	Dependence	
Roberto José Kriete	  	Chairman	  	68	  	Salvadoran, Italian and Colombian	  	Non-Independent		
Fabio Villegas	  	Director	  	66	  	Colombian	  	Independent		
Jose Gurdian	  	Director	  	48	  	American and Nicaraguan	  	Non-Independent		
 
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Jairo Burgos De la Espriella	  	Director	  	56	  	Colombian and Italian	  	Independent	
James P. Leshaw	  	Director	  	56	  	American	  	Independent	
Richard Schifter	  	Director	  	68	  	American	  	Independent	
Álvaro Jaramillo	  	Director	  	69	  	Colombian	  	Independent	
Rodrigo Salcedo	  	Director	  	45	  	Salvadorian	  	Independent	
Óscar Darío Morales	  	Director	  	68	  	Colombian	  	Independent	
Anko van der Werff	  	Director	  	45	  	Dutch	  	Non-Independent	

(1)	On April 27, 2021, Anko van der Werff announced his resignation as chief executive officer and our shareholders, by written consent dated April 28, 2021, elected Mr. Van der Werff as our board member.	
Robert Zamora, who had been reelected on March 27, 2020, resigned from our board of directors as of May 7, 2020, and Sergio Michelsen resigned as of June 4, 2020.
Mr. Roberto José Kriete served as chairman of our board of directors from February 2010 to August 2013, was a director of Taca from 1982 to February 2010 and CEO of Taca from 2001 to February 2010. Pursuant to the Amended and Restated Joint Action Agreement, Kingsland currently has the right to appoint Mr. Kriete as member of the board of directors. Mr. Kriete holds a master’s degree in business administration from Boston College and a degree in economics from the University of Santa Clara. He currently serves as Kingsland’s chairman, president of the Kriete Investment Company Group and president of the Gloria de Kriete Foundation, and he is a member of the boards of Teléfonos de México, S.A.B. de C.V. and Escuela Superior de Economía y Negocios. He has extensive experience in the airline industry as founder and member of the board of directors of Volaris in Mexico, and president of the ALTA.
Mr. Fabio Villegas has been a member of our board of directors since May 2019. He was our chief executive officer for 11 years, during which period we joined the Star Alliance network, conducted our initial public offering, completed the acquisition of Avianca Ecuador S.A. (formerly Aerogal) and the merger with Taca, and launched our loyalty program LifeMiles. From 2003 to 2005, Mr. Villegas held the position of director of the National Association of Financial Institutions, as well as managing director of the Rothschild Group and Deutsche Bank in Colombia; in the 1990s, he served in different governmental positions as ambassador of Colombia to the OAS, minister and General Secretary of the President. Further, he taught advanced monetary theory as well as the economics master program at the Universidad de los Andes in Bogota. He holds a bachelor’s degree in economics from the Jorge Tadeo Lozano University in Bogotá and a master’s degree in economics from the London School of Economics in the United Kingdom.
Mr. Jose Gurdian has been a member of our board of directors since March 27, 2020. Mr. Gurdian is a founding partner and chief executive officer of Caoba Capital, a leading Latin American private equity and investment banking firm. Since 2005, Mr. Gurdian has led Caoba Capital’s efforts in a variety of equity investments, mergers, acquisitions and debt issuances, totaling over $7.0 billion in aggregate transaction value. Caoba Capital has over $800.0 million in assets under management in an actively managed private equity portfolio focused primarily in aerospace and transportation investment. In addition, Mr. Gurdian serves as the Independent Third Party designated by United Airlines to manage the controlling equity stake in us and as a member of the board of directors of Latin America’s second largest airline. Prior to founding Caoba Capital, Mr. Gurdian was a global partner of Ernst & Young, leading the Transaction Advisory Services group for Central America. Prior to that, Mr. Gurdian was vice president of finance, treasury and strategic development for TACA Airlines. Mr. Gurdian holds a bachelor’s degree in finance from Georgetown University.
Mr. Jairo Burgos De la Espriella has been a member of our board of directors since May 2019. Mr. Burgos de la Espriella is a lawyer and has worked as a consultant in corporate strategy, human resources and conflict management, with extensive executive experience in business management and high-performance teams. He is the founder and Chief executive officer of Talent & Talante, a firm specializing in labor strategy. He served, for more than 20 years, as vice president of human resources of the Bancolombia Group, in 2004 and 2005, he was the lead manager of the merger of Bancolombia, Conavi and Corfinsura. He has been a member of the board of directors of Protection S.A. Sufinanciamiento S.A., Banco Mundo Mujer and Banco Agrario de Colombia. He holds a LLB from the Pontificia Universidad Javeriana and is a specialist in company bylaws and corporate labor law.
Mr. James P.S. Leshaw has served as an independent director on our board since March 2018. He obtained a degree in law from New York University School of Law, and a bachelor’s degree in political science and religion from Tufts University. He began his career at law firm Skadden, Arps, State, Meagher & Flom LLP in New York, and worked at Greenberg Traurig LLP in Miami for more than 20 years. He has more than 25 years of experience as a commercial lawyer handling domestic and international business disputes and transactions throughout the United States, Latin America, the Caribbean and Europe.
 
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Mr. Richard Schifter has served as an independent director on our board since May 2019. He is a senior advisor at TPG, where he was a partner from 1994 to 2013, and member of the board of directors of Caesars Entertainment Corp., LPL Financial Holdings, Inc. and ProSight Global, Inc. as well as member of the board of supervisors of the Law School of the University of Pennsylvania and co-director of the National Advisory Board of Youth, Inc. Throughout his career, he has been a member of the board of directors of Midwest Airlines, Inc., EverBank Financial Corp., Mtel Latin America Inc., Controladora Milano, SA de CV, Alpargatas SAIC, Bristol Group SA, Grupo Milano, SA, Corporación General Directa, Producer of Papel SA de CV (Proposa), Empresas Chocolates La Corona, SA of C.V. (The Crown), Republic Airways, Ecoenterprises Fund, Gate Gourmet International, American Beacon Advisors, Inc., American Airlines Group Inc. America West Holdings Corp., U.S. Airways Inc. and Ryanair Holdings PLC. Schifter received a bachelor’s degree from George Washington University in 1975 and a Juris Doctor degree from the University of Pennsylvania School of Law in 1978.
Mr. Álvaro Jaramillo has served as our director since February 2010 and as Avianca’s director during several periods, the most recent from March 2019 to March 2020. He obtained a degree in business administration from Universidad del Norte in Colombia. Mr. Jaramillo is the founding partner of iQ Outsourcing, Colombia’s leading BPO, was vice president of the Philadelphia National Bank from 1973 to 1981 and chief executive officer of Avianca, Banco de Colombia and several financial institutions in Colombia. He has been counselor and independent board member in several large corporations in Colombia and abroad and he serves as a member of the board of directors of Constructora ConConcreto S.A. and Grupo Daabon.
Mr. Rodrigo Salcedo has been a member of our board of directors since March 2019. Mr. Salcedo is a founder and is currently a managing partner of the private equity firm Caoba Capital and has been with the firm since its inception in 2005. He has participated in the design and implementation of multiple transactions in Latin America and manages a private equity portfolio with investments in Central America, Mexico and the Andean Pact. He has more than 20 years of experience in corporate finance, investment banking and private equity, focusing on mergers and acquisitions, strategic advice, valuations, structured finance and capital raising. Mr. Salcedo is a member of the board of directors of the packaging company Cartones America, S.A., of the distribution, logistics and ground transportation company Traxion, S.A., of the maintenance and repair company MRO Holdings, and previously of the Mexican airline Volaris. Mr. Salcedo holds a bachelor’s degree in economics from the University of California at Berkeley.
Mr. Óscar Darío Morales has served as our director since April 2012. He obtained a degree in public accounting from Universidad Javeriana in Cali, with a specialization in finance. Mr. Morales was chief executive officer of the CARVAJAL Group from 2007 to 2013, managing partner of Deloitte & Touche Colombia, chairman of the board of directors of Deloitte Latin America (Colombia) and managing partner for Central America and the Caribbean, Costa Rica & Panama at Deloitte & Touche. He served as a member of the board of directors of Propal, Assenda, Carpak, Integrar, Pensiones y Cesantías Colpatria, Cali’s Chamber of Commerce, Andi, Ciamsa and Industrias Lehner, among others.
Mr. Anko van der Werff has had an outstanding global trajectory in the airline industry. He served as our chief executive officer from 2019 until April 2021. Prior to joining us, he was in Aeromexico where he served for five years as Executive Vice President and Commercial Vice President, where he was responsible for Corporate Strategy, Network Planning and Itineraries, Alliances, Pricing & Revenue Management, Sales, Distribution, E-Commerce and Marketing. Before joining Aeromexico, Anko van der Werff was Senior Vice President of Pricing & Revenue Management and Global Sales & Distribution of Qatar Airways. He also led KLM’s commercial strategy in the United Kingdom and Ireland, as well as in the Nordic countries. He was also affiliated to Northwest Airlines and Air France at the beginning of his professional career. Mr. Van der Werff holds a degree in law from the University of Leiden, The Netherlands. He also holds a master’s degree in administration from the Business School of the University of Harvard. He speaks English, Dutch and Spanish fluently. In addition, he has been a visiting professor at different international university institutions such as Cranfield, in the United Kingdom, Bad Honnef, in Germany and the University of Texas A&M, in Qatar.
 
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Executive Committee
In accordance with the Amended and Restated Joint Action Agreement, our board establishes a board committee to comprise one independent director appointed by BRW, one independent director appointed by Kingsland (provided that, under certain conditions, as specified in the Amended and Restated Joint Action Agreement, this seat may be filled by one independent director appointed by United) and one consensus director selected by the other two members of the executive committee. The consensus director that is not selected to be a member of the executive committee serves as an alternate member of the executive committee and is eligible to attend executive committee meetings and to vote in the place of the other consensus director if the other consensus director is not present at such meeting for such vote.
The executive committee reviews all matters to be presented to our board, and the approval of a majority of the members of the executive committee is required for any agenda item or matter requiring a decision or resolution of the board, prior to its presentation to the board (subject to certain limited exceptions relating to the duties of the board of directors).
The Amended and Restated Joint Action Agreement provides that if BRW has made certain repayments in respect of the United Loan and if certain other conditions are satisfied, the executive committee may cease to operate. The executive committee may also cease to operate once all of the obligations under the United Loan are repaid.
Executive Officers
We are managed by our board of directors and our executive officers. Our board of directors appoints our chief executive officer and chief financial officer, in compliance with the vacancy procedures set forth in the Amended and Restated Joint Action Agreement. Other executive officers are selected by our chief executive officer.

	Name	  	Position	  	Appointment
Date	  	Age	  	Nationality	
Adrian Neuhauser	  	Chief Executive Officer	  	April 28, 2021	  	48	  	Chilean		
Rohit Philip	  	Chief Financial Officer	  	April 16, 2021	  	50	  	American		
Renato Covelo	  	Chief People Officer	  	December, 2016	  	46	  	Brazilian		
Frederico Pedreira	  	Chief Operating Officer	  	January 2021	  	44	  	Portuguese		
Michael Swiatek	  	Chief Planning Officer	  	November, 2019	  	60	  	American		
Silvia Mosquera	  	Chief Commercial Officer	  	November, 2016	  	44	  	Spanish		
Matthew Vincett	  	Chief Executive Officer of LifeMiles Ltd.	  	June, 2017	  	48	  	Canadian		
Richard Galindo	  	General Counsel	  	May 2019	  	42	  	Colombian		
Michael Ruplitsch	  	Chief Information Officer	  	April 2020	  	51	  	Austrian		

(1)	Maria Paula Duque, our former chief customer experience officer, served in such position until February 2021.	
(2)	Eduardo Mendoza, our former chief operating officer, served in such position until January 2021.	
(3)	On April 14, 2021, Rohit Philip was appointed our chief financial officer and, on April 27, 2021, Anko van der Werff announced his resignation as chief executive officer and his transition to our board of directors, and Adrian Neuhauser, formerly our chief financial officer, was appointed our chief executive officer.	
Mr. Adrian Neuhauser has served as our chief financial officer and president since November 2020 and chief financial officer since August 2019, and was appointed our chief executive officer on April 27, 2021. Mr. Neuhauser has more than 20 years of experience in the financial sector, focused on investment banking. Mr. Neuhauser was Managing Director at Credit Suisse covering airlines throughout the Americas from 2016 to 2019. Previously, he held senior positions at Deutsche Bank, Bank of America and Merrill Lynch.
Mr. Rohit Philip has more than 20 years of experience working with international airlines, such as United Airlines and IndiGo (InterGlobe Aviation Ltd.), where he led corporate financial strategies related to equity and debt issuances, aircraft leasing, liquidity management, financial planning and analysis, investor relations and relationships with banks and credit rating agencies, among others.
Mr. Renato Covelo has served as our chief people and talent officer since November 2020; previously, he served as our Chief People & Legal Officer, senior vice president general counsel and secretary for four years. He holds a law degree from the law school of Faculdades Metropolitanas Unidas in São Paulo, a post-graduate degree in corporate and economics law from the Getulio Vargas Foundation and a master’s degree in international law from the University of São Paulo. Prior to joining us, he served as general counsel of Azul Linhas Aéreas Brasileras S.A. and worked in several law firms, including Machado, Meyer, Sendacz e Opice Advogados in São Paulo, Bohmart & Sacks in New York and Fialdini & Graber in São Paulo. Mr. Covelo has also worked in the legal departments of various organizations in Brazil.
 
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Mr. Frederico Pedreira has served as our chief operating officer since January 2021; Mr. Predeira started his career in Toulouse in 2001, where he worked as an engineer for Space and Defense projects and later as a Business Development Manager. In 2008, he moved to Latin America, working in the post-merger integration of Avianca and Taca Airlines. In 2010, Pedreira moved to Brazil, where he was appointed CFO at Avianca Brazil. In 2013 Mr. Pedreira assumed the role of Executive Vice-President successfully leading a company-wide IT transformation project and in 2014 he negotiated and conducted Avianca Brazil’s admission into Star Alliance, the largest airline global alliance in the world. From 2015 to 2018 as Chief Executive Officer of Avianca Brazil, Pedreira was responsible for the operation of the fastest-growing airline in the region with a fleet of 50 aircraft, 27 destinations, and over 13 million passengers in 2018
Mr. Michael Swiatek has served as our chief planning officer since November 2019. He holds a degree in international studies from Iona College in New York, and a master’s degree in business administration from Chicago Booth School of Business. Mr. Swaitek has more than 25 years of experience in the airline industry. He has served in leadership positions in Air New Zeland, as chief planning officer in Qatar Airways and IndiGo, as well as vice president of network planning at LATAM for three years.
Mrs. Silvia Mosquera has served as our chief commercial officer since November 2016. She holds a degree in chemical engineering from Universidad de Santiago de Compostela in Spain and a post-graduate degree in general management (Programa Dirección General) from IESE Business School. Before working with us, Mrs. Mosquera served as chief commercial officer at Iberia Express, Iberia Group’s low-cost airline, and occupied the position of director of strategy, routes and revenue management at Vueling, which position she had previously held at Clickair.
Mr. Matthew Vincett has served as chief executive officer of LifeMiles Ltd. since 2015. He was vice president of our loyalty business unit since 2010, where he led the integration of the loyalty areas of Avianca and Taca, the creation and development of the LifeMiles program and the spin-off of our loyalty business unit. Prior to his tenure at Avianca, Mr. Vincett served as commercial vice president and regional airlines vice president at Taca. He holds a bachelor’s of arts degree from University of Western Ontario in Canada and a master’s degree in business administration from Institut Européen d’Administration des Affaires (INSEAD) in France.
Mr. Richard Galindo has served as General Counsel / Legal Vice President since November 2020, Secretary since May 2019 and as associate general counsel since October 2019; previously, he served as our legal director and acting senior legal vice president. He holds a law degree and a post-graduate degree in corporate law from the law school of Pontificia Universidad Javeriana in Bogotá, a post-graduate degree in tax law from Universidad del Rosario and master’s of laws (LL.M.) degree in business law from the University of California, Los Angeles. Prior to joining us, Mr. Galindo served as director of the corporate/M&A practice group at Brigard Urrutia and worked in other law firms, including Withers (New York) and other Colombian law firms. Mr. Galindo is admitted to the practice of law both in Colombia and in the State of New York.
Mr. Michael Ruplitsch has served as our CIO since April 2020, he has spent more than 10 years in consulting, namely with Accenture and KPMG. Mr. Ruplitsch has a long history in the aeronautical sector, holding positions as CIO at Austrian Airlines, CIO at Airberlin, and VP of technology of operations at Emirates. Mr. Ruplischt has a master’s degree in mathematics from Graz University of technology and another in computer science from the University of Berlin.
 
B.	Compensation	
In 2020, we paid $13.6 million in aggregate cash compensation to our executive officers. During 2020, as an expression of solidarity with the Company and its employees, the members of the Board decided to waive their right to receive any compensation since March 2020, thus, in 2020, we paid only $0.14 million in aggregate cash compensation to our board members; also they and their spouses were entitled to travel free on our domestic and international flights. Further, board members will receive compensation for 2021 upon our emergence from Chapter11. In 2020, pursuant to an agreement entered in 2009 in anticipation of the combination of Avianca and Taca, we also allowed members of the Efromovich and Kriete families to travel free on certain of our domestic and international flights. We have not set aside any funds for future payments to executive officers or directors. We intend to continue to compensate non-management directors for their service on our board of directors. We expect to
 
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pay each such director $12,000 per year plus expenses incurred to attend our board of directors’ meetings. In addition, members of committees of our board of directors receive $1,000 for each committee meeting. All members of our board of directors and their spouses are entitled to travel free on our domestic and international flights.
We had accrued pension benefits and employee benefits of $1.44 million as of December 31, 2020.
Compensation Plan
Pursuant to our phantom option plan, our chief level officers, vice presidents and directors are eligible to receive stock options based on financial and client-related performance. In 2020, variable compensation represented 70% of chief level officers’, 45% of vice presidents’ and 14% of directors’ annual base salary.
 
C.	Board Practices	
Our board of directors comprises 9 members with terms expiring in March 2022. For more information, see “—A. Directors and Senior Management.” None of the members of our board of directors has entered into any service contract with us.
Committees of the Board of Directors
As a result of a new corporate governance structure, in August 2020 the board of directors decided to remove the finance and investment committee and establish a new corporate governance committee in December 2020.
The following is a brief description of the committees of our board of directors:
Corporate Governance Committee
Our corporate governance committee comprises four independent directors: Richard Schifter, Rodrigo Salcedo, James P. Leshaw and Jairo Burgos de la Espriella. Our corporate governance committee supports our board of directors in fulfilling its fiduciary responsibilities related to the oversight of the Company’s affairs in relation to corporate governance.
Audit Committee
Our audit committee comprises three independent directors: Oscar Morales, Rodrigo Salcedo and James P. Leshaw (Sergio Michelsen was a committee member until June 2020). As a result of a new corporate governance structure, certain functions of the former finance committee were transferred to the audit committee. Our audit committee supports our board of directors in monitoring the quality, reliability and integrity of our accounting policies and consolidated financial statements, overseeing compliance with legal and regulatory requirements and reviewing the independence, qualifications and performance of our internal and independent auditors. The committee is also responsible for, among other things:
 
 	•	 	appointment, compensation and oversight of our internal auditor;	
 
 	•	 	review and approval of the annual audit plan presented by our internal auditor;	
 
 	•	 	review, on an annual basis, of a report by the internal auditor describing our internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the auditing firm, and all relationships between us and the internal auditor;	
 
 	•	 	discussions relating to our annual audited and quarterly unaudited consolidated financial statements with management and our independent auditor;	
 
 	•	 	assessment of our internal auditor’s performance;	
 
 	•	 	reports to the board of directors regarding (i) quality and sufficiency of our consolidated financial statements, (ii) compliance with legal and regulatory requirements, (iii) performance and independence of our independent auditor and (iv) performance of the internal auditor;	
 
 	•	 	review and approval of material related party transactions to address potential conflicts of interest;	
 
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 	•	 	together with the independent auditor, review of any difficulty encountered by the internal audit team during the audit process;	
 
 	•	 	annual performance review and evaluation of the audit committee; and	
 
 	•	 	other matters that are specifically delegated to it by the board of directors from time to time.	
Human Resources and Compensation Committee
Our human resources and compensation committee comprises five directors: Jairo Burgos, James P. Leshaw, Rodrigo Salcedo, Roberto Kriete and Jose Gurdian. The committee supports our board of directors in setting the compensation of our directors, executive officers and employees. It also recommends basic compensation policies and the objectives that should be taken into account regarding compensation of our executive officers and employees.
 
D.	Employees	
As of December 31, 2020, we had 14,568 employees.
Approximately 69% of our employees are located in Colombia, 6% in Ecuador, 13% in El Salvador, 3% in Costa Rica and 9% elsewhere. Our employees can be categorized as follows:

 	  	At December 31,	 	
 	  	2020	 	  	2019	 	  	2018	 	
Pilots	  	 	1,568	 	  	 	1,863	 	  	 	2,234	 	
Flight attendants	  	 	2,112	 	  	 	2,882	 	  	 	3,400	 	
Mechanics(1)(2)	  	 	1,551	 	  	 	2,172	 	  	 	2,414	 	
Customer service agents, reservation agents, ramp and other(2)	  	 	3,945	 	  	 	5,893	 	  	 	5,452	 	
Management and clerical(2)	  	 	2,794	 	  	 	3,906	 	  	 	5,460	 	
Others(3)	  	 	2,598	 	  	 	4,158	 	  	 	2,901	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total employees	  	 	14,568	 	  	 	20,874	 	  	 	21,861	 	

(1)	The number of our mechanics fluctuates based on the scheduling of our aircraft maintenance. We are able to optimize the number of mechanics we employ because of the short-term nature of their employment contracts.	
(2)	Includes third-party contractors and cooperative members.	
(3)	2019 includes employees of SAI, Aerounion, Latinco and Regions: 2018 includes employees of La Costeña and SAI; 2017 includes employees of La Costeña, SAI and Getcom.	
Collective Bargaining Agreements
Typically, our collective bargaining agreements in Colombia, Argentina and Mexico have terms of two to five years. In addition, pursuant to Colombian law, unless one of the parties to the collective bargaining agreement communicates its intention to terminate the agreement within 60 days prior to its termination date, the agreement is continuously extended for six-month periods. Under Colombian law, we provide an essential public service and, as a result, strikes and work interruptions are forbidden. Nevertheless, slow-downs or stoppages or any prolonged dispute with our employees that are members of unions, or any other sizable number of our employees, could have a direct material adverse impact on our operations. In Colombia, approximately 26,4% of our 10,061 employees were members of unions as of December 31, 2020. In addition, there are three unions in two different countries covering our employees outside Colombia as follows: two labor unions in Mexico that cover 100% of our employees in Taca de Mexico S.A. and one labor union in Argentina that covers 34% of our employees in Tampa Cargo S.A.
We believe we maintain generally good relations with our unionized and non-unionized employees in all countries. In 2017, a 51-day long strike of approximately 700 members of the pilots’ union Colombian Association of Civil Aviators (Asociación Colombiana de Aviadores Civiles) resulted in the cancellation of 50% of our flights in the last four months of 2017. We have not experienced material work stoppages in the past 18 years.
We cannot predict the duration of any labor dispute with our unions or the terms of our future collective bargaining agreements; we therefore cannot accurately predict the impact of labor disputes on our financial results or operations. Any renegotiated collective bargaining agreement could result in significant wage increases, which could result in an increase in our operating expenses.
 
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For more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Increases in labor benefits, union disputes, strikes and other labor-related disturbances may adversely affect us.”
Employee Incentive Programs
We have goal-driven compensation incentive programs for our management and employees based on financial and operating metrics, including a phantom stock option plan for our management based on goals set on an annual basis. We also have employee incentives for the achievement of monthly on-time light performance goals. Once the COVID-19 contingency began, these incentives were suspended. Our incentive model contributes to our success by rewarding the accomplishment of pre-defined financial and operating goals with variable compensation. Typically, 50% to 100% of the bonus amount is based on corporate performance, and the remaining 50% is based on the achievement of individual goals, as determined for managers in each department. Our incentive programs also take into account safety considerations, which are our priority. For more information, See “—B. Compensation—Compensation Plan.”
Following constructive conversations with different employee associations regarding structural agreements which provide stability to the Company’s employees while allowing the Company to be more competitive and to achieve long term sustainability, Aerovías del Continent Americano SA Avianca have successfully reached an agreement for the next four (4) years (and, in respect of certain aspects, the next six (6) years) with the pilots from the Colombian Association of Civil Aviators-ACDAC, the Association of Aviators of Avianca (ODEAA) and the Association of Pilots of Avianca (ADPA). The company has signed final agreements with ACDAC on October 27,2020 and with ODEAA and ADPA on November 25, 2020.
 
E.	Share Ownership	
Mr. Germán Efromovich and Mr. José Efromovich beneficially own our shares held by Synergy via its indirectly controlled subsidiary, BRW, and Mr. Roberto Kriete beneficially owns our shares held by Kingsland. See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders.” As of December 31, 2020, none of the members of our board of directors held any of our shares and, of our executive officers, only Matthew Vincent held 2,763 preferred shares
 
Item 7.	Major Shareholders and Related Party Transactions	
 
A.	Major Shareholders	
Beneficial Ownership of our Capital Stock
The following table sets forth information relating to the beneficial ownership of our capital stock as of December 31, 2020.

 	  	Beneficial ownership as of December 31, 2020	 	
 	  	Common
shares	 	 	%	 	 	Preferred
shares(4)	 	  	%	 	
BRW(1)(3)	  	 	515,999,999	 	 	 	78.1	% 	 				  				
Kingsland(2)(3)	  	 	144,800,003	 	 	 	21.9	% 	 				  				
Directors and officers(5)	  				 				 	 	2,763	 	  	 	0.01	% 	
Others	  	 	1	*% 	 				 	 	336.184,522	 	  	 	99.99	% 	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	
Total	  	 	660,800,003	 	 	 	100.0	% 	 	 	336,187,285	 	  	 	100.0	% 	

(1)	A Delaware limited liability company and wholly owned subsidiary of Synergy. Germán Efromovich and José Efromovich have dispositive voting power of Synergy’s shares.	
(2)	Special purpose company incorporated under the laws of the Commonwealth of the Bahamas, which is indirectly wholly owned by the Atlantis Trust. Roberto Kriete and his family have dispositive voting power of Kingsland’s shares.	
(3)	On November 9, 2018, under the terms of the United Loan Agreement, BRW pledged to Wilmington Trust, as collateral agent for the benefit of United, 78.1% of our common shares, among other assets, as security for BRW’s obligations under the United Loan Agreement. In addition, on November 9, 2018, Kingsland pledged to Wilmington Trust, as collateral agent for the benefit of United, all of the common shares that it owns (representing 21.9% of our common shares) as security for the payment and performance of certain contractual	
 
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 	obligations owed by Kingsland to United under certain contractual arrangements, including an upside sharing agreement, a put option agreement and a cooperation agreement. Following defaults by BRW under the United Loan Agreement, United accelerated the United Loan Agreement and, on May 24, 2019, commenced the exercise of remedies against BRW and BRW Holding	
(4)	Excludes 4,320,632 preferred shares held by Fidubogota on our behalf.	
(5)	See “Item 6E. Share Ownership.”	
*	On or about November 29, 2018, BRW transferred, for good and valuable consideration, one common share to United.	
33.6% of our outstanding capital stock (excluding the preferred shares held by Fidubogota on our behalf) comprises preferred shares, including those represented by ADSs, and 66.4% of our outstanding capital stock comprises common shares held by BRW and Kingsland. The common shares owned by BRW and Kingsland have been pledged as security for certain financial and other obligations, including the United Loan. See “—Pledges of Common Shares by BRW and Kingsland” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—BRW has pledged its common shares of Avianca Holdings to secure its obligations under the United Loan Agreement. BRW is in breach of certain provisions of the United Loan and United has commenced the exercise of remedies against BRW and its holding company, BRW Holding.”
On November 13, 2018, in anticipation of the United Copa Transaction, Synergy transferred 489,200,000 of our common shares (corresponding to 74% of our total outstanding common shares and 48.9% of our total issued share capital) to BRW, this transfer was made in the context of an overall restructuring process at Synergy in connection with the United Copa Transaction and did not change our ultimate ownership structure. As a result of this transaction, BRW currently holds 78.1% of our common shares which represents 51.5% of our total outstanding shares. Mr. Germán Efromovich and his brother Mr. José Efromovich are the ultimate beneficial owners of BRW. Kingsland’s sole purpose is holding common shares for the benefit of certain members of the Kriete family.
Pledges of Common Shares by BRW and Kingsland
Following defaults by BRW under the United Loan Agreement (unrelated to any financial covenants applicable to us), on May 24, 2019, United commenced the exercise of certain remedies against BRW and BRW Holding. Pursuant to the terms of the United Loan Agreement, United appointed Kingsland as the Independent Third Party entitled to exercise voting control over BRW and, as a result, BRW Holding (and, indirectly, Synergy) lost the right to direct the manner in which BRW votes the BRW Pledged Shares. Following the foregoing transactions, Kingsland appointed itself as BRW’s manager. Through its ownership of our common shares and its authority as manager of BRW (with the right to direct the voting of the BRW Pledged Shares), Kingsland assumed voting control over us.
We are not a party to the United Loan or an obligor thereunder, and any default by BRW under the United Loan does not per se constitute an event of default in respect of indebtedness owed by us or by any of our subsidiaries.
One or more events of default under the United Loan entitles United or its collateral agent to take enforcement action in relation to 78.1% of our common shares, which could result in United or its collateral agent taking steps to enforce the share pledge, including ultimately taking control of our company or selling control to a third party, which in turn could constitute an event of default under several of our financing agreements, including material bilateral and multi-lender credit facilities and substantially all of our ECA financings. There are a number of different definitions of change of control under our financings, and any future determination of whether a change in control has occurred may be a complex assessment and may not be without doubt. As of the date of this annual report, we understand that United has not provided a waiver of all existing defaults under the United Loan and there can be no assurance that, if a new waiver is requested by BRW after the date of this annual report, any such waiver would be granted. As of the date of this annual report, we are not aware of any action that United or its collateral agent have taken to enforce the share pledge.
Furthermore, the terms of our outstanding 2020 notes contain a change of control repurchase provision which provides that if there is a rating downgrade in the notes by each rating agency that rates the notes, and such downgrade results from a change of control, we will be required to offer to all holders of such notes the right to sell such notes to us for a purchase price of 101% of their principal amount plus accrued and unpaid interest.
We have obtained consent from the lenders under our bilateral and multi-lender credit facilities and from the lenders and ECAs under our ECA financings in order to add United as a permitted holder under the relevant change of control provisions of such financings. However, these consents do not address the change of control provisions referred to above under our 2020 notes and the Advent put option arrangements.
 
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Furthermore, the exercise of put and call options negotiated in the context of the United Loan may, under certain conditions, lead to the transfer of shares from BRW and Kingsland to United. In addition, subject to certain conditions, BRW may also repay part of the principal and interest under the United Loan with our shares, which can involve either United taking ownership of the relevant shares or such shares being sold to third parties in the open market. Furthermore, any breach of the obligations of Kingsland that are owed to United and secured by the common shares that Kingsland owns may also entitle United to take enforcement action in respect of such shares. We cannot assure you that, as a consequence of these arrangements, our current controlling shareholders, BRW and Kingsland, will keep their majority stake and/or exclusive voting control in us.
As of the date of this annual report, creditor claims regarding defaults under our payment obligations and other covenants are subject to developments relating to our Chapter 11 proceedings.
For as description of the risks associated with the transactions described above, see “Item 3. Key Information—D. Risk Factors—Risks Relating to our Business—BRW has pledged its common shares of Avianca Holdings to secure its obligations under the United Loan Agreement. BRW is in breach of certain provisions of the United Loan and United has commenced the exercise of remedies against BRW and its holding company, BRW Holding.”
 
B.	Related Party Transactions	
We engage in financial and commercial transactions with “related parties” (within the meaning of the SEC rules), which comply with applicable transfer pricing rules and corporate governance policies.
Arrangements with Affiliated Service Providers
We pay certain of our affiliates for services related to maintenance, cargo and courier services, hotel accommodation services, personnel ground transportation and other services. Empresariales S.A.S., an affiliate of Synergy, provides ground transportation for our crew and other employees. Opera Transporte y Logistica Integral S.A.S., formerly Transportadora del Meta S.A.S., an affiliate of Synergy, provides ground cargo and courier services in connection with our cargo and courier business. Global Operadora Hotelera S.A., an entity controlled by a foundation created by Germán Efromovich, provides hotel accommodation services for our crew and other employees. Aeromantenimiento S.A., an affiliate of Kingsland, provides us with maintenance services related to our fleet. All of these arrangements comply with applicable transfer pricing rules and were approved by a majority of our independent directors, as well as by our audit committee and corporate governance committee.
In 2020, our total expenses related to services provided by these affiliates were $4.5 million.
Registration Rights Agreement
We, BRW, United and Kingsland are party to a registration rights agreement, which was amended upon the consummation of our November 2013 U.S. initial public offering, pursuant to which Synergy and Kingsland have certain registration rights, including the ability to require us to register their common shares, preferred shares or the ADSs that represent them in a registered public offering (subject to certain restrictions and limitations). On November 29, 2018, we entered into a second amended and restated registration rights agreement with Kingsland, Synergy, BRW and United. The amended and restated registration rights agreement grants United certain registration rights with respect to any of our shares that United acquires under the United Loan (including, without limitation, shares received in partial satisfaction of amounts owing to United under the United Loan) and certain other registrable securities that United may hold from time to time (including shares of common stock or preferred stock, American depositary receipts (“ADRs”) representing these shares or certain convertible or exchangeable securities). The amended and restated registration rights agreement includes provisions in relation to demand registration and piggyback registration.
Amended and Restated Joint Action Agreement and Share Rights Agreement
Governance
We are a party to the Amended and Restated Joint Action Agreement, which, under certain conditions, provides BRW, Kingsland and United each with the right to appoint a number of directors proportional to their ownership of our common shares (for more information, see “Item 6. Directors Senior Management and Employees—A. Directors
 
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and Senior Management”), and which obliges us to take all necessary actions to enforce the provisions set therein. The Amended and Restated Joint Action Agreement provides that a majority of our directors must be “independent” under the rules and regulations of the NYSE.
While our operations are controlled by our management, under the direction and supervision of our board of directors and executive offices the Amended and Restated Joint Action Agreement gives BRW, the Independent Third Party and United (if it has issued a United Approval Notice), veto power over certain strategic and operational transactions. Pursuant to the Amended and Restated Joint Action Agreement in connection with the Share Rights Agreement, Kingsland has irrevocably granted these rights to the Independent Third Party. Prior to our board’s considering or acting upon any such matters at any board meeting, and/or prior to us or our board submitting any such matter to a vote of our shareholders, as applicable, we must send, among others, to each of the Independent Third Party and BRW a written notice requesting that each of them approves such matter in the time constraints provided for in the Amended and Restated Joint Action Agreement. Such strategic and operational transactions include, among others:
 
 	•	 	mergers, consolidations, and dispositions of all or substantially all of the assets of Avianca Holdings or any of its subsidiaries to a third party;	
 
 	•	 	the issuance or sale of voting common or preferred stock or other form of voting equity interest in Avianca Holdings or any of its subsidiaries;	
 
 	•	 	except as specifically identified in our annual business plan and budget approved pursuant to the Amended and Restated Joint Action Agreement, certain acquisitions of (i) securities or other interests in any joint venture, partnership or other person, (ii) assets related to the airline business or activities ancillary or related thereto in each case over $10 million in any single instance or over $25 million in the aggregate during any fiscal year, or (iii) assets not related to the airline business or activities ancillary or related thereto;	
 
 	•	 	changes to our annual business plan and budget that is approved from time to time pursuant to the Amended and Restated Joint Action Agreement;	
 
 	•	 	capital expenditures over $10 million in the aggregate during any fiscal year, except as specifically identified in our annual business plan and budget approved pursuant to the Amended and Restated Joint Action Agreement;	
 
 	•	 	certain changes to our organizational documents or those of our material subsidiaries;	
 
 	•	 	certain related party transactions or certain contracts outside the ordinary course of business;	
 
 	•	 	termination of the Joint Business Agreement (or any other joint business agreement entered into in connection with the Joint Business Agreement) under certain circumstances;	
 
 	•	 	any action or omission which would cause the Company to breach, or would constitute a default under, the Joint Business Agreement (or other joint business agreements entered into in connection with the Joint Business Agreement);	
 
 	•	 	commencement of any bankruptcy or insolvency proceeding; and	
 
 	•	 	dissolution or liquidation of a material subsidiary of Avianca Holdings.	
In addition, pursuant to the Share Rights Agreement, if (i) United determines that its exercise of any or all of the rights that have been delegated to the Independent Third Party by Kingsland can be exercised by United or its designee without such exercise constituting “control” within the meaning of such term within any of United’s collective bargaining agreements or other material agreements, or (ii) United is otherwise prepared to exercise any or all of such rights (which is referred to herein as a United Approval Notice), then United or its designee can assume some or all of the rights given to the Independent Third Party. Such United Approval Notice has not been issued as of the date of this annual report.
Furthermore, if all of the obligations under the United Loan are repaid in full, the Amended and Restated Joint Action Agreement provides that there shall be certain changes to the veto rights described above.
 
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If, prior to November 29, 2028, the Independent Third Party or United (if it has issued a United Approval Notice) exercises certain of its veto rights, BRW has the option to make, within 30 days after the Independent Third Party exercises such veto right, a bona fide offer in writing to United to purchase all (but not less than all) of the shares (including common and preferred shares) owned by United at a price per share equal to the fair market price per share and provide evidence that it has and will have immediately available funds to purchase all of the shares owned by United; provided, however, that BRW will only have the right to purchase all but one share owned by United. United may accept or reject BRW’s offer in its sole and absolute discretion. If the offer is accepted and a party fails to close the transaction, the other party is entitled to an injunction to prevent breaches of the Share Rights Agreement as well as to enforce its provisions and is entitled to be indemnified for all losses and damages resulting from such failure, including attorney fees. The Independent Third Party or, if applicable, United, may also revoke its exercise of the veto right, among others, by delivering to BRW written notice at any time prior to the closing date of the buy-out transaction and, consequently, BRW will no longer have a buy-out right and the Independent Third Party or, if applicable, United will not have the right to veto on that matter. For BRW to have such right to buy out United, certain additional conditions must be fulfilled, including, among others:
 
 	•	 	prior payment in full by BRW of its obligations in connection with the United Loan;	
 
 	•	 	no event of default having occurred and being continuing under the United Loan; and	
 
 	•	 	no breach of BRW of any of its material obligations under the Joint Business Agreement (or other joint business agreements entered into in connection with the Joint Business Agreement), the Amended and Restated Joint Action Agreement or the Share Rights Agreement.	
The buy-out right described above is modified in respect of exercises of such veto rights on or after November 29, 2028.
In addition, United has a buy-out right if BRW exercises its veto right and United owns, at such time of exercise and until the completion of the buy-out, more common shares than BRW. In this case, United has the right to make a bona fide offer in writing to BRW within 30 days of exercise of the veto right to purchase all (but not less than all) shares (including common and preferred shares) owned by BRW at a price per share equal to the fair market price per share, as defined therein, and such offer must include evidence that United has and will have immediately available funds to purchase all (but not less than all) of the shares owned by BRW. If the offer is accepted and a party fails to close the transaction, the other party is entitled to an injunction to prevent breaches of the Share Rights Agreement as well as to enforce its provisions and it is entitled to be indemnified for all losses and damages resulting from such failure, including attorney fees. BRW may also revoke its exercise of the veto right, among others, by delivering to United written notice at any time prior to the closing date of the buy-out transaction and, consequently, United will no longer have a buy-out right and BRW will not have the right to veto on that matter.
In addition, under the Amended and Restated Joint Action Agreement, certain transactions require a majority vote of the board of directors and an approval of a majority of the independent directors, including:
 
 	•	 	acquisition, repurchase or redemption of an equity interest in Avianca Holdings or any of its subsidiaries or the issuance or sale of a non-voting equity interest in Avianca Holdings or any of its subsidiaries;	
 
 	•	 	any material change in accounting methods, except for in certain specified circumstances;	
 
 	•	 	execution of a settlement agreement or confession of a judgment, the result of which would be to cause Avianca Holdings to pay over $5 million to a third party;	
 
 	•	 	commencement of litigation over $5 million;	
 
 	•	 	incurrence of certain indebtedness, except as contemplated in our annual business plan and budget approved pursuant to the Amended and Restated Joint Action Agreement;	
 
 	•	 	adoption or amendment of any equity incentive plan;	
 
 	•	 	modification of our dividend policy;	
 
 	•	 	termination or relinquishment of any material governmental license, permit or concession.	
 
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Furthermore, if all of the obligations under the United Loan are repaid in full, the Amended and Restated Joint Action Agreement provides that there will be certain changes to the transactions that require a majority vote of the board of directors and an approval of a majority of the independent directors.
Pursuant to the Amended and Restated Joint Action Agreement in connection with the Share Rights Agreement, we understand that United does not currently intend to exercise any of its rights under these agreements or under our charter (pacto social) with respect to the acquisition of, exercise of rights with respect to, or transfer of ownership or voting of, shares if doing so would constitute “control” within the meaning of such term in any of United’s collective bargaining agreements or other material agreements.
In the event that our chief executive officer or chief financial officer position becomes vacant, a search firm (in the case of a chief executive officer vacancy) or the chief executive officer (in the case of a chief financial officer vacancy) will put together a slate of at least three candidates to serve in such vacant position. If certain removal rights are exercised by the Independent Third Party (or United, if it has issued a United Approval Notice) and BRW with regards to the proposed slate of candidates, our board of directors will select among the remaining candidates by a majority vote a successor chief executive officer. In the case of the position of the chief financial officer, upon the potential exercise of certain removal rights by the Independent Third Party (or United, if it has issued a United Approval Notice) and BRW with regards to the proposed slate, our chief executive officer will recommend one of the remaining candidates to our human resources committee. If our human resources committee approves and recommends such candidate, our board of directors may approve and appoint such candidate as chief financial officer.
For information on our executive committee, see “Item 6—A. Directors and Senior Management—Executive Committee.”
Restrictions on Conversion of Shares
Except as specified in the Share Rights Agreement, until BRW has paid in full all of its obligations in connection with the United Loan, BRW, Kingsland and, among others, their respective affiliates, may not voluntarily convert any of their common shares in Avianca Holdings into preferred shares or other form of convertible security, without United’s prior written consent. Under no circumstances may these parties convert any common shares into preferred shares or other form of convertible security if such conversion would otherwise cause all of Avianca Holdings’ preferred shares to have voting rights pursuant to our organizational documents or cause BRW and Kingsland to lose control of us.
Restrictions on Transfer of Shares
Pursuant to the Amended and Restated Joint Action Agreement, BRW, Kingsland and United will not make, solicit or permit any sale, transfer, other disposition of, or create, incur, assume any lien with respect to any shares in Avianca Holdings to a person that is a non-permitted holder. A non-permitted holder is (a) a person whose ownership of securities of the Company would violate applicable law or would cause the Company or any of its subsidiaries to no longer comply with local ownership restrictions or aviation bilateral treaties that govern the Company’s or its subsidiaries’ operations, (b) any competitor or an affiliate of a competitor, as described therein (or any person known to be acting on their behalf), (c) any person whose business includes the transportation of passengers and/or cargo that is not a member of the Star Alliance (or any person known to be acting on their behalf), provided that the term “non-permitted holder” shall exclude the parties to the Amended and Restated Joint Action Agreement, any affiliate of United, the Independent Third Party, or following an event of default under the United Loan, a United designee. The Amended and Restated Joint Action Agreement includes certain exceptions whereby, among others, open market sales on an established U.S. or foreign securities exchange on which the shares are listed are permitted. In addition, such restrictions apply to United only in a limited way, and do not apply to Kingsland’s ability to transfer its put shares, as defined in the United Loan, to United or BRW.
Under certain circumstances, as specified in the Amended and Restated Joint Action Agreement, if Synergy intends to effect a transaction whereby it would sell substantially all of its airline assets or undergo a change of control, Kingsland will have the option, as long as it owns 10% of the outstanding common shares in Avianca Holdings, upon written notice, to require such buyer (and if such buyer fails to do so, Synergy) to purchase Avianca Holdings shares owned by Kingsland.
 
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Pursuant to the Share Rights Agreement, without the prior written approval of United, none of Kingsland or BRW may transfer or cause to be transferred any shares to a non-permitted holder, as described above. The Share Rights Agreements provides further restrictions and rights in connection with the transfer of shares by United, BRW and Kingsland, including, subject to certain conditions set forth therein:
 
 	•	 	a tag-along right granted to Kingsland in the case of a proposed sale of shares owned by United;	
 
 	•	 	a drag-along right exercisable by United if it elects to transfer all of their shares (provided that this right is only exercisable if United has become a holder of at least a majority of our common shares, or United holds at least 10% of our common shares and acts together with any other shareholder in order to transfer such a majority position);	
 
 	•	 	a right of first refusal granted to United in the event that BRW receives a bona fide purchase offer to sell all or any portion of its shares;	
 
 	•	 	a right of first refusal granted to United in the event that Kingsland receives a bona fide purchase offer to sell all or any portion of its shares (and a right of second refusal to BRW in such instance) or in the event that Kingsland intends to exercise its tag-along right in connection with a Synergy change of control transaction;	
 
 	•	 	a right of first offer granted to United in the event that BRW elects to sell its common shares on a securities exchange by converting them into preferred shares;	
 
 	•	 	a right of first offer granted to United in the event that Kingsland elects to sell its common shares on a securities exchange by converting them into preferred shares;	
 
 	•	 	call rights granted to United to call for the purchase by United of BRW’s and Kingsland’s shares in the Company in connection with, among other things, certain terminations of the Joint Business Agreement (or any other joint business agreement entered into in connection with the Joint Business Agreement);	
 
 	•	 	a right of first refusal granted to BRW in the event that United receives a bona fide purchase offer to sell all or any portion of its shares; and	
 
 	•	 	a right of first offer granted to BRW in the event that United elects to sell its common shares or to convert such shares into preferred shares and sell them on a securities exchange or to a third party.	
Termination of the Amended and Restated Joint Action Agreement
The Amended and Restated Joint Action Agreement will terminate when no member of either the United group or the BRW group owns any common shares in Avianca Holdings. Upon certain conditions, it may also terminate when either United or BRW reject the other party’s offer to purchase its shares, as further specified in connection with the Share Rights Agreement.
Term of the Share Rights Agreement
The Share Rights Agreement provides that it shall remain in full force and effect until the latest of (a) November 29, 2028 (which is ten years from the date of the agreement), (b) payment in full of all amounts owing under the United Loan, provided that whilst the Amended and Restated Joint Action Agreement remains in effect, certain provisions shall continue to survive, among other provisions.
 
C.	Interests of Experts and Counsel	
Not applicable.
 
Item 8.	Financial Information	
 
A.	Consolidated Statements and Other Financial Information	
See “Item 3. Key Information—A. Selected Financial Data,” “Item 18. Financial Statements” and our consolidated financial statements and the notes thereto beginning on page F-1.
 
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Litigation Involving Subsidiaries
Our subsidiaries are subject to several lawsuits regarding labor and civil actions in which an adverse decision may result in payment obligations of our subsidiaries. We intend to defend vigorously against these claims, but we cannot assure you that we will be successful. In the case of an adverse final decision in any of these lawsuits or in the event we are required to establish a reserve, our business, financial condition and ability to pay dividends or make other distributions would likely be materially and adversely affected. Of our total claims and legal actions, management has estimated a probable loss of $23.3 million. See note 33 to our audited consolidated financial statements as of and for the year ended December 31, 2020, included elsewhere in this annual report.
Dividends and Dividend Policy
The payment of dividends on our shares is subject to the discretion of the holders of our common shares who vote to approve dividend declarations at annual or extraordinary general shareholders’ meetings. Under Panamanian law, we may pay dividends only out of retained earnings or capital surplus. So long as we do not default in our payments under our loan agreements, there are no covenants or other restrictions on our ability to declare and pay dividends. Our articles of incorporation provide that all dividends declared by our general shareholders’ meeting will be paid equally with respect to all of the preferred shares and common shares. Our articles of incorporation also provide that our preferred shares have a right to a minimum preferred dividend that will be paid on a preferential basis over the dividend corresponding to our common stock. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Description of Capital Stock—Preferred Shares—Minimum Preferred Dividend.”
Our shareholders have adopted a dividend policy that provides for the payment of annual dividends equal to at least 15% of our annual distributable profits (defined below). “Annual distributable profits” are defined in our bylaws as our annual profits (after taxes), less amounts used to offset losses of previous fiscal periods, less amounts necessary to fund legal and other reserves, if any. Panamanian law does not currently provide for a required legal reserve.
Holders of the preferred shares and ADSs are entitled to receive a minimum dividend to be paid preferentially over holders of common shares, so long as dividends have been declared by our shareholders at their annual meeting. If no dividends are declared, none of our shareholders will be entitled to any dividends. If dividends are declared and our annual distributable profits are sufficient to pay a dividend per share of at least COP 50 to all our holders of preferred and common shares, such profits will be paid equally with respect to our preferred and common shares. However, if our annual distributable profits are insufficient to pay a dividend of at least COP 50 per share to holders of our preferred and common shares, a minimum preferred dividend of COP 50 per share will be distributed pro rata to the holders of our preferred shares, and any excess above such minimum preferred dividend will be distributed solely to holders of our common shares. See “Item 10. Additional Information—B. Memorandum and Articles of Association—Description of Capital Stock—Preferred Shares—Minimum Preferred Dividend.”
A majority of the holders of our common shares may, in their sole discretion and for any reason, amend or discontinue the dividend policy. Future dividends with respect to our common shares, if any, will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions, business opportunities, provisions of applicable law and other factors that our board of directors may deem relevant. See “Item 3. Key Information—D. Risk Factors—Risks Relating to the ADSs and Our Preferred Shares— Our controlling shareholders can direct our affairs, and their interests may conflict with those of holders of the ADSs.”
Certain of our subsidiaries are parties to bonds, leases and loan agreements that restrict their ability to pay dividends or make distributions to us. For a description of these restrictions, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt and Other Financing Agreements.”
In 2020, we did not pay dividends as a result of non-retained profits or reserves for undistributed dividends. In 2021, the Shareholders Assembly held on March 26, did not approve the distribution of dividends as a result of the recorded net loss of $1.094 million for 2020, and because the Company is not allowed to distribute value or property to its shareholders during its Chapter 11 proceedings.
 
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B.	Significant Changes	
Except as otherwise disclosed in our audited consolidated financial statements and in this annual report, there have been no significant changes in our business, financial conditions or results of operations since December 31, 2020.
 
Item 9.	The Offer and Listing	
 
A.	Offer and Listing Details	
ADSs
ADSs representing our preferred shares were listed on the NYSE under the symbol “AVH” since November 2013 until their delisting in June 2020 as a result of our Chapter 11 proceedings. As of the date of this annual report, the ADSs are traded in the over-the-counter market. For more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to the ADSs and our Preferred Shares—Because our post-bankruptcy capital structure is yet to be determined, and any changes to our capital structure may have a material adverse effect on holders of the ADSs or our preferred shares, trading in the ADSs or our preferred shares during the pendency of our Chapter 11 proceedings is highly speculative and poses substantial risks.”
Preferred Shares
Our preferred shares are registered in the Colombian national registry of securities and issuers (registro nacional de valores y emisores) kept by the SFC and trade on the Colombian Stock Exchange under the symbol “PFAVH.” Our preferred shares began trading in May 2011.
The Colombian Stock Exchange notified us that (i) as of May 26, 2020, our preferred shares would trade on the Colombian Stock Exchange by means of auction, (ii) our preferred shares continue to be ineligible for repo transactions and are inadmissible as collateral for margin calls in other types of transactions and (iii) as of May 11, 2020, no futures or options contracts in respect of our preferred shares may be entered into.
On March 31, 2021, the closing price of our preferred shares on the Colombian Stock Exchange was COP 160, or $0.04 per share (based on the exchange rate as of March 2021).
Effects of Our Chapter 11 Proceedings on Our Equity
We expect that our existing equity interests will be cancelled and discharged under any Chapter 11 plan of reorganization and that the holders of those equity interests, including holders of ADSs representing our common shares, will be entitled to no recovery relating to those equity interests. We expect that, if we emerge from Chapter 11, we will do so as a privately held company.
 
B.	Plan of Distribution	
Not applicable.
 
C.	Markets	
Prior to 2001, there were three stock exchanges in Colombia: the Stock Exchange of Bogotá established in 1928, the Stock Exchange of Medellín established 1950 and the Stock Exchange of Occidente established 1970.
After limited economic growth during the 1980s, economic expansion of the 1990s resulted in the Colombian capital markets growing at unprecedented rates, as indicated or measured by listed companies’ market capitalization, the total value traded in the stock markets and the total amount of outstanding domestic public and private bonds.
 
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This rapid growth resulted in increased regulation of the Colombian capital markets and precipitated the merger of the three stock exchanges into the Colombian Stock Exchange in July 2001.
The Colombian Stock Exchange handles relatively minor trading and liquidity compared to stock exchanges in major global financial centers. In addition, a small number of issuers represent a disproportionately large percentage of market capitalization and trading volume on the Colombian Stock Exchange. The Colombian Stock Exchange is supervised by the SFC.
In November 2010, the Colombian Stock Exchange completed its equity markets integration process of the Latin American Integrated Market (Mercado Integrado Latinoamericano), with the equity stock markets of Chile and Peru, which allows integrated trading and settlement. In June 2014, the Mexican Stock Exchange and local depositary (INDEVAL) were also integrated into the Latin American Integrated Market. The Latin American Integrated Market is the leading market in terms of number of issuers (616 as of December 31, 2020) and market capitalization ($779.27 million as of December 31, 2020).
The total value of equities traded on the Colombian Stock Exchange in 2020 was COP 34.76 trillion (including spot and repurchase and securities lending transactions) with a daily average of COP 100.46 million, representing a nominal decrease of 46.28% from the daily average value of equities traded in 2019. Spot transactions over equities traded in 2020 was COP 29.9 trillion with a daily average of COP 86.56 million, representing a nominal decrease of 39.38% from the daily average value of spot transactions traded in 2019. Debt and equity securities are traded on the Colombian Stock Exchange, including stocks and bonds of private sector corporations, although the vast majority of securities traded are fixed income government debt securities.
The following table sets forth certain year-end information concerning equity securities listed on the Colombian Stock Exchange since 2010:

 	  	2020	 	  	2019	 	  	2018	 	  	2017	 	  	2016	 	  	2015	 	  	2014	 	  	2013	 	  	2012	 	  	2011	 	  	2010	 	
Number of listed companies	  	 	66	 	  	 	68	 	  	 	68	 	  	 	69	 	  	 	70	 	  	 	73	 	  	 	74	 	  	 	79	 	  	 	82	 	  	 	83	 	  	 	86	 	
Market capitalization (in trillions of COP)	  	 	365	 	  	 	436	 	  	 	340	 	  	 	364	 	  	 	311	 	  	 	278	 	  	 	364	 	  	 	416	 	  	 	484	 	  	 	404	 	  	 	418	 	
 
Source: Colombian Stock Exchange.
As of December 31, 2020, the ten companies with the largest market capitalizations on the Colombian Stock Exchange represented approximately 69.51% of the total market capitalization of all companies listed and the ten most actively traded stocks on the Colombian Stock Exchange in 2020 represented 78.90% of the total trading volume. Annual trading values of equity securities are set forth in the following table:

Annual trading values of equity securities (in trillions of COP) for the year ended December 31,	
2020	 	2019	 	2018	 	2017	 	2016	 	2015	 	2014	 	2013	 	2012	 	2011	 	2010	
34	 	46	 	44	 	41	 	42	 	40	 	40	 	49	 	71	 	68	 	54	
 
Source: Colombian Stock Exchange.
Price movements in the Colombian equity market are reflected in the indices of equity securities traded on the Colombian Stock Exchange. The Colombian Stock Exchange has market indices that include (i) the Stock Capitalization Index (COLCAP), (ii) the Stock Liquidity Index (COL20) and (iii) the General Index of the Colombian Stock Exchange (IGBC).
Our preferred shares are included on the COLCAP and IGBC indices.
The COLCAP is a capitalization index that reflects changes in the prices of the 20 most liquid shares of the Colombian Securities Exchange (BVC), where the weight of each share in the index is determined by the corresponding value of the adjusted market capitalization (company’s float multiplied by the last price of its shares). The selection function is the measure of liquidity used by the BVC to determine the shares that make up the COLCAP basket. Information on volume, turnover and frequency of each of the eligible shares is required to calculate this function. Recomposition of the index comprises the selection of shares that will make up the share basket of the index for the following year. During the recomposition process, the weight in the index of each share selected for the following quarter is also determined. The COLCAP recomposition is carried out after market closing
 
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on the last business day of October and is in force from the first business day of November of the same year to the last business day of October of the following year. Index rebalancing comprises determining the weight of each share in the basket. COLCAP rebalancing is carried out on the last business day of the months of January, April and July each year. Rebalancing results in the adjustment of the weights of the shares that make up the index to reflect the changes in the adjusted market capitalization of each share. Under certain conditions, shares can be added to or removed from the index during a rebalancing period. Given its replicable index construction, the COLCAP has become the relevant benchmark for the Colombian stock market.
The IGBC is an index comprising stocks that meet certain frequency and turnover criteria. The weight of the shares in the index basket is determined by the amount of shares traded of each constituent. It has seven sector indices associated with its methodology (agricultural, retail, financial, industrial, investment companies, public services and other services).
Regulation of the Colombian Securities Market
Regulatory Authorities
The Colombian stock market is regulated by the Colombian Congress and by the Colombian government through the Ministry of Finance and Public Credit and the SFC. The Colombian government is responsible for the overall economic policy making in Colombia. Pursuant to Article 150(19)(d) of the Colombian Constitution, the Colombian Congress must determine the principles, criteria and objectives that the Colombian government must observe when regulating all financial activities. Also, under Article 189(24) of the Colombian Constitution, the Colombian government must regulate, supervise and control institutions in the financial, insurance and securities industry.
The responsibilities of the Colombian government include the adoption of rules and regulations pertaining to, among other things, the public offering of securities; the operation and administration of the integral information system of the securities market, the procedures for registration of securities, the establishment, operation and dissolution of infrastructure providers (such as central securities depositories and stock exchanges, among others), the disclosure obligations of periodic and relevant issuers of securities that are registered in the national register of securities and issuers, regulation of market intermediaries and establishing transparent criteria and best practices of negotiation.
In 2005, the Colombian Congress enacted the Colombian Securities Market Law (Ley del Mercado de Valores, Law 964 of 2005). Pursuant to Law 964 and Decree 663 of 1993, as amended, the Ministry of Finance and Public Credit is the governmental agency in charge of regulating the financial, insurance and securities markets. Direct supervisory authority of the financial, insurance and securities markets has been entrusted to the SFC.
Regulatory Framework
Law 964 provides the principal legal framework that governs the Colombian securities market. The primary scope of Law 964 is to promote the efficiency, transparency and integrity and the development of the Colombian securities market. Law 964 also sets forth certain corporate governance standards for listed companies and issuers, such as the requirement that at least 25% of the board members be “independent” directors (as defined in Law 964), that the company maintain an audit committee with at least three board members, including all independent members, and that the company’s legal representatives adopt and implement internal control procedures and adequate mechanisms for disclosure of information and certify the truthfulness of the financial and other relevant information disclosed to the market.
In order to comply with the foregoing disclosure obligations, issuers must disclose relevant information through the SFC’s website as soon as the event to be disclosed has occurred or as soon as the issuer knows of its occurrence.
As a general rule, pursuant to Decree 2555 of 2010 (“Decree 2555”), as amended, any transaction involving the sale of publicly traded stock in an amount of Colombian pesos equivalent or superior to 66,000 units of real value (Unidades de Valor Real), an index calculated by the Central Bank on a daily basis based on the monthly fluctuation of the consumer price index (índice de precios al consumidor), must be effected through transaction modules subject to the inspection and supervision of the SFC. Transactions involving securities of non-Colombian companies settled outside Colombia are generally exempt from this requirement. Stock transfers originated in operations different from buying or selling or conducted between two parties who are acting for the same beneficial owner are exempt as well, but must be informed to the SFC five days prior to the transaction. Decree 2555 expressly prohibits any issuer from registering transactions which do not comply with these requirements in its share registry.
 
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Colombian securities regulation also governs insider trading, which it defines as the use of privileged information to one’s benefit in a securities transaction on a stock exchange. For these purposes, privileged information is market-moving information that has not been made public. While few sanctions have been imposed for insider trading, individuals who (i) use privileged information, (ii) through their employees, including brokers, have access to privileged information and disclose it to a third party that does not have the right to receive such information or (iii) recommend a market transaction based on privileged information, may be fined in accordance with, among other criteria, the seriousness of the infraction. Other sanctions under Law 964 include (a) warnings, (b) suspensions or disqualifications from exercising management, direction, control or auditing functions of entities subject to inspection and vigilance by the SFC for up to five years, (c) removal of the individuals who exercise management, direction, control or auditing functions of entities subject to inspection and vigilance by the SFC and (d) suspension or cancellation (for a period between one and 20 years) of the registration of the securities in the corresponding registers regulated under Law 964, such as the Colombian registry of issuers and securities (registro nacional de valores y emisores). These penalties are complemented by Article 258 of the criminal code, through which the improper use of privileged information may result in imprisonment for a term of one to three years and/or monetary fines for the improper use of privileged information.
Regulation of the Colombian Stock Exchange
Trading on the Colombian Stock Exchange is subject to specific private regulations issued by the Colombian Stock Exchange, particularly the general rules of the Colombian Stock Exchange, as amended from time to time, the Regulation Letter (Circular Única de la Bolsa de Valores de Colombia), as amended from time to time, and Decree 2555. These rules mainly govern listing and trading activities in the Colombian Stock Exchange. In particular, they include (i) listing requirements, (ii) suspension and/or cancellation of the securities listed with the Colombian Stock Exchange and (iii) admission requirements for broker-dealers.
Prior to 1992, settlement procedures for trades on the Colombian Stock Exchange occurred through physical delivery of the securities and were regulated by the Colombian Stock Exchange. Deceval was established in 1992 as a centralized securities depository and clearing facility for securities of private issuers in charge of administering the transfer and registry of securities and facilitating the exercise of economic and political rights of securities holders. Deceval formally began operations in 1994 and its activities are regulated by Law 964 and Decree 2555, as amended. Settlement procedures could then be made either through physical delivery or in book-entry form. Except for certain specific public auction procedures, since 2001 the settlement of securities transactions on the Colombian Stock Exchange is customarily made at T+3 through Deceval’s book-entry system. In 2017, the BVC and Deceval underwent a corporate integration in order to decrease transaction costs on operations and create a more competitive market. There also exists in Colombia a limited clearing facility through the Central Bank for government-issued or government-guaranteed securities.
Pursuant to Decree 2555, the Colombian Stock Exchange has the prerogative to order the suspension of trading in a particular security of a particular company as a means of controlling excessive price volatility or as a protective measure for the investors and the market. The Colombian Stock Exchange may also suspend all trading in securities listed on the exchange in response to the issuers’ non-compliance with market or securities regulations.
 
D.	Selling Shareholders	
Not applicable.
 
E.	Dilution	
Not applicable.
 
F.	Expenses of the Issue	
Not applicable.
 
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Item 10.	Additional Information	
 
A.	Share Capital	
Not applicable.
 
B.	Memorandum and Articles of Association	
We are constituted as a corporation under Panama law and our articles of incorporation have been duly registered with the Public Registry of Panama at Folio 728981(S) of the Mercantile Section. We are mainly engaged in the air transportation of passengers and cargo, although our articles of incorporation grant us general powers to engage in other lawful businesses, as set forth in Article 2.
Description of Capital Stock
Effects of Our Chapter 11 Proceedings on Our Equity
Pursuant to the terms of our proposed restructuring plan, we expect that our existing equity interests will be cancelled and discharged in connection with our Chapter 11 proceedings and that the holders of those equity interests, including holders of ADSs representing our common shares, will be entitled to no recovery relating to those equity interests. We expect that, if we emerge from Chapter 11, we will do so as a privately held company.
General
Our articles of incorporation authorize us to issue 4,000,000,000 shares of capital stock, par value of $0.125 per share, which may be divided into common shares and shares with preferred dividend and limited voting rights, or our preferred shares.
As of December 31, 2020, we had 660,800,003 common shares and 340,507,917 preferred shares outstanding (including 4,320,632 preferred shares held by Fidubogota on behalf of us). Subject to certain exceptions, the number of outstanding preferred shares cannot exceed the number of outstanding common shares. The number of outstanding preferred shares may exceed the number of outstanding common shares only if it is approved by the affirmative vote of no less than 70% of the issued and outstanding common shares and of no less than 70% of the issued and outstanding preferred shares. In the event that our outstanding preferred shares represent more than 75% of our total outstanding shares, the holders of preferred shares have, in addition to their other rights set forth in our articles of incorporation, the right to vote as if they were holders of common shares. Common shares may be freely converted into preferred shares upon the declaration of effectiveness of a registration statement associated with an ADR program of our preferred shares, provided that there be a minimum of five common shares at all times.
Our articles of association do not contain any provisions governing an ownership threshold above which shareholder ownership must be disclosed.
Board of Directors
Certain related party transactions require the approval of the Independent Third Party and BRW (see “Item 7. Major Shareholders and Related Party Transactions––B. Related Party Transactions—Amended and Restated Joint Action Agreement and Share Rights Agreement”), including (i) a director’s power to vote on a proposal, arrangement or contract in which the director is materially interested and; (ii) the directors’ power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body.
With regards to borrowing powers exercisable by the directors and how such borrowing powers can be varied, our articles of association require approval from a majority of our independent directors in order to, except as contemplated by the business plan and budget, incur indebtedness for borrowed money if such borrowing involves an aggregate annual amount greater than 10% of the amount budgeted therefor in the business plan and budget.
There is no number of shares required for director’s qualification and our articles of association do not contain any provisions regarding the retirement or non-retirement of directors at a certain age.
 
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Preferred Shares
Our preferred shares are currently registered in the Colombian National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores) kept by the SFC and trade on the Colombian Stock Exchange. Pursuant to article 6.15.1.1.2 of Decree 2555, subject to certain exceptions, all trades and sales of shares listed on the Colombian Stock Exchange in an amount in Colombian pesos equivalent or superior to 66,000 Units of Real Value, must be made through the trading systems of the Colombian Stock Exchange. A holder of preferred shares must meet the requirements set forth by applicable Colombian regulations for the sale or transfer of the preferred shares to be a perfected interest and such sale or transfer must be properly registered in Deceval. Accordingly, any dispute that arises from the sale and purchase of preferred shares is subject to the Colombian laws and regulations and to the jurisdiction of Colombian courts. Under Colombian law, foreign investors receive the same treatment as Colombian citizens with respect to the ownership and voting of our ADSs and preferred shares. For more information, see “—D. Exchange Controls—Registration of the ADR Program and Investment in our ADSs by non-residents of Colombia.”
The laws of Colombia govern any transfer or encumbrance of preferred shares except for matters that are governed by the laws of Panama or by our bylaws. Any claims brought against us by our shareholders shall be filed pursuant to the laws of Panama.
The holders of preferred shares are not entitled to receive notice of, attend to or vote at any general shareholder’s meeting of holders of common shares except as described in our articles of incorporation or under “—Shareholders’ Meetings.”
On May 22, 2020, the Colombian Stock Exchange (“BVC”) notified us that (i) as of May 26, 2020, our preferred shares would trade on the Colombian Stock Exchange by means of auction, (ii) our preferred shares continue to be ineligible for repo transactions and are inadmissible as collateral for margin calls in other types of transactions and (iii) as of May 11, 2020, no futures or options contracts in respect of our preferred shares may be entered into.
Later, on May 22, 2020, the BVC notified the Company that trading of its preferred stock (BVC: PFAVH), will be conducted by means of auctions starting on May 26, 2020. Pursuant to the BVC’s notice, the decision was adopted by its Equity Technical Committee due to: (i) Avianca’s voluntary filing for protection under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York; (ii) the New York Stock Exchange’s (“NYSE”) decision to commence the delisting process of Avianca’s ADRs; (iii) the fact that, as a result of (i) and (ii) above, the price of Avianca’s shares on the BVC has been subject to increased volatility (iv) the existence of a percentage of unsatisfied offers in view of the number of shares currently in circulation; and (v) the fact that instruments subject to trading by auction there are no applicable ranges of prices for the placing of trades, which allows for a more efficient price formation process under the current circumstances. Market participants and investors should note that pursuant to the regulations of the BVC auction system, trades can only be registered during a specific auction period, and that any resulting transactions must be executed as provided by BVC regulations.
Rights
Each holder of preferred share is entitled to, among other things:
 
 	•	 	a minimum preferential dividend of COP 50 per share. See “—Preferred Shares—Minimum Preferred Dividend”;	
 
 	•	 	subject to certain conditions, together with the holders of common shares a pro rata portion of our distributable profits;	
 
 	•	 	preferential reimbursement of its capital contributions once our other creditors are duly paid in the case of our dissolution or liquidation;	
 
 	•	 	exercise of certain tag along rights (see “—Tag Along Rights”); and	
 
 	•	 	any other right granted by our bylaws to the holders of common shares, except for, subject to certain conditions: (i) pre-emptive rights of holders of common shares to subscribe capital stock different from preferred shares; (ii) the right to inspect our corporate books and records, except in those cases in which the right of inspection is related to subject matters in which the holders of preferred shares have the right to participate in the general shareholders meeting and to vote in them and (iii) right to participate and vote in a general shareholders meeting, except in certain cases in which the holders of preferred shares have the right to participate and vote in the general shareholders meeting.	
 
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There are no sinking fund provisions, no obligations to further capital calls by the company and no provisions discriminating against existing or prospective holders as a result of such holders owning a substantial number of shares. Under Panamanian law, there is no distinction between Panamanian and foreign nationals with respect to rights granted by the shares.
Minimum Preferred Dividend
Our articles of incorporation (pacto social) provide that holders of our preferred shares have a right to a minimum preferred dividend that will be paid on a preferential basis over the dividend corresponding to our common stock. If our annual distributable profits are sufficient to pay a dividend per share of at least COP 50 per share to all our holders of preferred and common shares, such profits will be paid equally with respect to our preferred and common shares. However, if our annual distributable profits are not sufficient to pay a dividend of at least COP 50 per share to holders of preferred and common shares, a minimum preferred dividend of up to COP 50 per share will be distributed pro rata to the holders of preferred shares, and any excess above such minimum preferred dividend will be distributed solely to holders of common shares.
Dividends must be paid in one or more installments, within the 12 months following the date in which the dividend payment terms and conditions are approved by the general shareholders meeting. Dividends are payable to the holders that are registered in the book-entry system of Deceval as of the ex-dividend date established pursuant to Colombian law. Dividends are payable in Colombian pesos and, when the dividends are approved in a currency different than Colombian pesos, dividends will be converted to Colombian pesos using the current market exchange rate (tasa representativa del mercado), in force in the previous business day in which payment must be made. All dividend payments of preferred shares must be made through Deceval. Dividends paid to the holders of ADSs will be converted into U.S. dollars by the depositary.
To the extent permitted by applicable law, our articles of incorporation and Deceval’s internal systems, we may either pay dividends outside Colombia to shareholders who are non-Colombian residents or, if possible, transfer the funds corresponding to the non-Colombian resident shareholders to an account held by Deceval outside Colombia. Thereafter, Deceval, on our behalf, will pay the dividends to the non-Colombian resident shareholders outside Colombia. In any case, payments of dividends will be conducted in accordance with foreign exchange regulations.
A majority of our shareholders may, in their sole discretion and for any reason, amend or discontinue the dividend policy.
Liquidation Preference
Upon liquidation, each holder of preferred shares and, consequently, ADSs will be entitled to a preferential reimbursement of its capital contribution (aporte) out of the surplus assets available for distribution to shareholders. This reimbursement, if any, is payable in Colombian pesos before any distribution or payment may be made to holders of common shares. Amounts in Colombian pesos will be converted by the depositary into U.S. dollars and paid to the holders of ADSs, net of fees, expenses and any taxes. If, upon any liquidation, assets that are available for distribution among the holders of preferred shares and ADSs (in liquidation) are insufficient to pay in full their respective liquidation preferences, assets will be distributed among those holders pro rata.
Limited Voting Rights
Each holder of preferred shares is entitled to vote at a general shareholders’ meeting only in connection with the following matters, subject to certain conditions:
 
 	•	 	our anticipated dissolution, merger, integration or transformation or change of our corporate purpose;	
 
 	•	 	the suspension or cancellation of the registration of preferred shares at the Colombian Stock Exchange;	
 
 	•	 	determination by the SFC that there have been concealed or diverted benefits that decreased our distributable profits;	
 
 	•	 	when modifications that could impair the rights of holders of preferred shares are being voted upon;	
 
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 	•	 	when the conversion of the preferred shares into common shares is being voted upon; and	
 
 	•	 	if the number of preferred shares were to exceed the number of common shares (subject to certain exceptions).	
Also, each holder of preferred shares shall be entitled to one vote on all matters submitted to a vote at a general shareholders’ meeting (as if they were holders of common shares) when the holders of preferred shares represent more than 75% of our capital stock.
Tag Along Rights
Holders of preferred shares are entitled to participate in any sale or transfer of common shares if Kingsland or BRW sell or transfer a number of common shares (“Shares Transfer”), that would result in a change of control with respect to us (“Tag Along Right”). The Tag Along Right does not apply for sales or share transfers between Kingsland and BRW and/or their respective affiliates.
If Kingsland or BRW plans to enter into a Shares Transfer that would result in a change of control, such holder of common shares must send a written notification to our legal representative and a description of the main conditions of the Shares Transfer. Within five business days of receipt of the written notification, our legal representative shall publish the main conditions of the Share Transfer in a Colombian recognized newspaper and on the websites of the SFC and Colombian Stock Exchange.
Any Tag Along Right provided herein does not oblige us, the holders of common shares or the buying third party to launch special transactions in the Colombian Stock Exchange.
Common Shares
Each holder of common shares is entitled to, among other things, (i) one vote on all matters submitted to a vote at a general shareholders’ meeting; (ii) share equally in dividends from sources legally available therefor as declared at our annual shareholders’ meeting; (iii) convert its common shares into preferred shares; (iv) freely inspect the corporate books and records; and (v) any rights set forth in our articles of incorporation or Panamanian law.
Each holder of common shares is entitled to vote on all matters submitted to a vote at a general shareholders’ meeting, including in connection with the following matters:
 
 	•	 	any proposed amendment to our articles of incorporation;	
 
 	•	 	the issuance of common or preferred shares; and	
 
 	•	 	the sale, transfer or disposition of all or substantially all of our assets.	
Shareholders’ Meetings
General shareholders’ meetings may be ordinary or extraordinary. Ordinary meetings occur at least once a year during the first three months following the end of the prior fiscal year. Extraordinary meetings may take place when duly summoned for a specified purpose or purposes.
At ordinary annual meetings of shareholders, the board of directors is elected and our annual consolidated financial statements, audit and management reports and any other issues required by applicable law or our bylaws are approved. Extraordinary meetings may be summoned by the chairman of our board of directors when deemed appropriate, or by our chief executive officer or by our secretary, or whenever a meeting is requested by shareholders representing at least 20% of holders of our common shares.
A notice of an extraordinary general shareholders’ meeting, listing the matters to be addressed at such meeting, must be published in a newspaper of wide circulation in Colombia, at least five business days prior to the meeting. The notice will also be delivered by means of personal and written communication, addressed to each holder of common shares by registered mail to the address the shareholder has registered with the company and it will also be electronically published in the web page of the company.
For both ordinary and extraordinary general shareholders’ meetings to be convened, a quorum represented by the presence of a plurality of shareholders representing at least 50% (plus one share) entitled to vote at the relevant meeting is required.
 
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General shareholders meetings related to (i) our anticipated dissolution, merger, integration, transformation or change of our corporate purpose; (ii) any amendment that would impair the rights of the holders of preferred shares; (iii) the conversion of preferred shares into common shares; or (iv) the number of preferred shares exceeding the number of common shares (subject to certain exceptions), require the presence of the holders of at least 70% of the outstanding preferred shares.
Each holder of preferred shares is entitled to vote at a general shareholders’ meeting only in connection with the following significant corporate matters, subject to certain conditions: (i) our anticipated dissolution, merger, integration or transformation or change of our corporate purpose, (ii) the suspension or cancellation of the registration of preferred shares on the Colombian Stock Exchange, (iii) determination by the SFC that there have been concealed or diverted benefits that decreased our distributable profits, (iv) any amendments that would impair the rights of the holders of preferred shares, (v) the conversion of preferred shares into common shares and (vi) if the number of preferred shares were to exceed the number of common shares (subject to certain exceptions). Also, each holder of preferred shares is entitled to one vote on all matters submitted to a vote at a general shareholders’ meeting when the holders of preferred shares represent more than 75% of our capital stock.
In the case of any shareholders’ meeting to consider any of the significant corporate matters above in respect of which holders of preferred shares may vote, notice of the shareholders’ meeting must be given 15 business days in advance of the meeting date.
The Amended and Restated Joint Action Agreement grants veto rights to BRW and the Independent Third Party to approve certain corporate decisions (see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Amended and Restated Joint Action Agreement and Share Rights Agreement”); prior to submission by us or by our board of directors of any such matter to a vote of our shareholders, we must send, among others, to each of the Independent Third Party and BRW a written notice requesting that each of them approves such matter in the time constraints provided for in the Amended and Restated Joint Action Agreement.
 
C.	Material Contracts	
English translation of Irrevocable Administration Mercantile Trust Agreement, dated as of March 23, 2012, by and between Fiduciaria Bogotá S.A. and the registrant (formerly AviancaTaca Holding S.A.), which is included as Exhibit 3.1 to this annual report.
English translation of Temporary Bonus Plan adopted on March 6, 2012, which is included as Exhibit 2.1 to this annual report.
English translation of Lease Agreement No. OP-DC-CA-T2-0060-12, dated October 29, 2012, between Sociedad Concesionaria Operadora Aeroportuaria Internacional S.A.—Opain S.A. and Aerovias del Continente Americano S.A. Avianca, as amended, which is included as Exhibit 4.1 to this annual report.
English translation of Lease Agreement, dated as of July 30, 2004, between U.A.E. Aeronautica Civil and Aerovias Nacionales de Colombia S.A. Avianca, as amended, which is included as Exhibit 4.2 to this annual report, and the amendments thereto as Exhibits 4.2.1 to 4.2.4.
Fuel Supply Contract of Domestic Flights, dated as of May 31, 2019, between Terpel S.A. and Aerovías del Continente Americano S.A. Avianca, which is included as Exhibit 4.3 to this annual report.
Fuel Supply Contract of International Flights, dated as of May 31, 2019, between Terpel S.A. and Aerovías del Continente Americano S.A. Avianca, which is included as Exhibit 4.3 to this annual report.
A320 Purchase Agreement, dated March 19, 1998, between Atlantic Aircraft Holding Limited and Airbus Industry relating to Airbus A320 family aircraft, as amended, which is included as Exhibit 4.4 to this annual report, and the amendments thereto as Exhibits 4.4.1 to 4.4.29.
A320 Purchase Agreement, dated April 16, 2007, between Aerovías del Continente Americano S.A. Avianca and Airbus S.A.S. relating to Airbus A320 family aircraft, as amended, which is included as Exhibit 4.5 to this annual report, and the amendments thereto as Exhibits 4.5.1 to 4.5.13.
Assignment, Assumption and Amendment Agreement, dated as of May 18, 2012, between Aerovías del Continente Americano S.A. Avianca, Synergy Aerospace Corp. and Airbus S.A.S. in respect of four A330-200F of the 13 A330-200 and A330-200F under the Purchase Agreement dated September 5, 2011 (the A330-200F Purchase Agreement), as amended, which is included as Exhibit 4.6 to this annual report, and the amendment thereto as Exhibit 4.6.1.
 
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A320 Family and A320 NEO Family Purchase Agreement, dated as of December 27, 2011, between the registrant (formerly known as AviancaTaca Holding S.A.) and Airbus S.A.S. relating to Airbus A320 family and A320neo family aircraft, as amended, which is included as Exhibit 4.7 to this annual report, and the amendments thereto as Exhibits 4.7.1 to 4.7.4.
Assignment, Assumption and Amendment Agreement, dated as of February 28, 2013, between Aerovías del Continente Americano S.A. Avianca, the registrant and Airbus S.A.S. in respect of 26 A320 family aircraft and A320neo family under the A320 Family and A320 NEO Family Purchase Agreement dated December 27, 2011, as amended, which is included as Exhibit 4.8 to this annual report, and the amendments thereto as Exhibits 4.8.1 to 4.8.4.
Assignment, Assumption and Amendment Agreement, dated as of February 28, 2013, between Grupo Taca Holdings Limited, the registrant and Airbus S.A.S. in respect of 25 A320 family and A320neo family aircraft under the A320 Family and A320 NEO Family Purchase Agreement dated December 27, 2011, as amended, which is included as Exhibit 4.9 to this annual report, and the amendments thereto as Exhibits 4.9.1 to 4.9.5.
Purchase Agreement No. 3075, dated October 3, 2006, as amended and supplemented, between Aerovías del Continente Americano S.A. Avianca and The Boeing Company, relating to the purchase and sale of 10 Boeing Model 787-859 aircraft, as amended, which is included as Exhibit 4.10 to this annual report, and the amendments thereto as Exhibits 4.10.1 to 4.10.9.
Sale and Purchase Contract dated as of January 18, 2013, between the registrant (formerly known as AviancaTaca Holding S.A.) and Avions de Transport Regional G.I.E. as amended and restated, relating to ATR 72-600 Aircraft, as amended, which is included as Exhibit 4.11 to this annual report.
Trent 700 General Terms Agreement, dated June 15, 2007, among Rolls Royce PLC, Rolls Royce Total Care Services Limited and Aerovías del Continente Americano S.A. Avianca, as amended, which is included as Exhibit 4.12 to this annual report, and the amendments thereto as Exhibits 4.12.1 to 4.12.4.
General Terms Agreement 700 DEG 7308, dated June 1, 2012, between Rolls-Royce PLC, Rolls-Royce Total Care Services Limited and Aerovías del Continente Americano S.A. Avianca and Tampa Cargo S.A., as amended, which is included as Exhibit 4.13 to this annual report, and the amendments thereto as Exhibits 4.13.1 to 4.13.3.
General Terms Agreement No. CFM-03-2007, dated as of March 29, 2007, between CFM International, Inc. and Aerovías del Continente Americano S.A. Avianca, as amended, which is included as Exhibit 4.14 to this annual report, and the amendment thereto as Exhibit 4.14.1.
General Terms Agreement No. GE-1-1090789943, dated as of December 18, 2007, between General Electric Corporation, GE Engine Services and Atlantic Aircraft Holding, Ltd., which is included as Exhibit 4.15 to this annual report.
OnPoint Solutions Rate per Engine Flight Hour Engine Services Agreement, dated as of January 18, 2008, between GE Engine Services, Inc. and Aerovías del Continente Americano S.A. Avianca, which is included as Exhibit 4.16 to this annual report.
Rate Per Flight Hour Agreement for CFM56-5B Engine Shop Maintenance Services, dated as of February 6, 2013, between CFM International, Inc. and Avianca Holdings S.A. (formerly known as AviancaTaca Holding S.A.), as amended, which is included as Exhibit 4.17 to this annual report, and the amendment thereto as Exhibit 4.17.1.
General Terms Agreement No. CFM-1-2887169891, dated as of February 6, 2013, between CFM International, Inc. and the registrant (formerly known as AviancaTaca Holding S.A.), which is included as Exhibit 4.18 to this annual report.
Rate Per Flight Hour Agreement for LEAP 1-A Engine Shop Maintenance Services, dated as of February 6, 2013, between CFM International, Inc. and the registrant (formerly known as AviancaTaca Holding S.A.), which is included as Exhibit 4.19 to this annual report.
Amended and Restated V2500® General Terms of Sale, dated as of December 18, 2008, between IAE International Aero Engines AG and Atlantic Aircraft Holdings Limited, as amended, which is included as Exhibit 4.20 to this annual report, and the amendments thereto as Exhibits 4.20.1 to 4.20.2.
 
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Amended and Restated V2500-A5 Fleet Hour Agreement, dated as of December 18, 2008, between IAE International Aero Engines AG and Atlantic Aircraft Holdings Limited, which is included as Exhibit 4.21 to this annual report.
Trent 1000 General Terms Agreement, dated June 15, 2007, among Rolls Royce PLC, Rolls Royce Total Care Services Limited and Aerovías del Continente Americano S.A. Avianca, as amended, which is included as Exhibit 4.22 to this annual report, and the amendment thereto as Exhibit 4.22.1.
Assignment, Assumption and Amendment Agreement dated as of December 31, 2014, between Aerovías del Continente Americano S.A. Avianca, the registrant, Avianca Leasing, LLC and Airbus S.A.S. in respect of A320 family aircraft and A320neo family under the A320 Family and A320 NEO Family Purchase Agreement dated December 27, 2011 (the First Avianca Leasing Assignment), which is included as Exhibit 4.23 to this annual report.
A320 NEO Family Purchase Agreement dated as of April 30, 2015, between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings S.A. and Airbus S.A.S. relating to Airbus A320neo family, as amended, which is included as Exhibit 4.24 to this annual report, and the amendments thereto as Exhibits 4.24.1 to 4.24.15.
Liquid Aviation Fuel Supply Agreement (Regional) dated August 30, 2017 between Organizacion Terpel S.A. and Aerovias Del Continente Americano S.A. Avianca, Tampa Cargo S.A.S., Taca Internacional Airlines S.A. Sucursal Colombia, Trans American Airlines S.A. Sucursal Colombia, Lineas Aereas Costarricenses S.A. Sucursal Colombia and Aerolineas Galapagos S.A. Sucursal Colombia, which is included as Exhibit 4.26 to this annual report.
Amended and Restated Registration Rights Agreement, dated as of September 11, 2013, between the registrant, Synergy Aerospace Corp. and Kingsland Holdings Limited, as amended, which is included as Exhibit 2.2 to this annual report, and the amendment thereto as Exhibit 2.2.1.
Joint Action Agreement dated as of November 29, 2018, between the registrant, Kingsland, BRW, United and Synergy, as amended, which is included as Exhibit 2.3.1 to this annual report and the amendment thereto as Exhibit 2.3.1.
Share Rights Agreement dated November 29, 2018 between the registrant, Kingsland, BRW United and Synergy, which is included as Exhibit 2.4 to this annual report.
For a discussion of material financing agreements, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Debt and Other Financing Agreements.”
 
D.	Exchange Controls	
In 1990, the Colombian government adopted a policy of gradual currency liberalization. Foreign exchange holdings abroad were permitted, and in a series of decrees, control of the exchange rate was shifted from the Colombian Central Bank to the commercial foreign exchange market (mercado cambiario).
Law 9 of 1991, Resolution 1 of 2018 and External Circular DCIN—83 of the Central Bank, as amended, establish two types of markets for foreign currency exchange: (1) the free market, which comprises all foreign currencies originated in sales of services, donations, remittances and all other inflows or outflows that do not have to be channeled through the FX market (as defined below), or the free market. The free market also includes assets and investments abroad, including its profits, owned by Colombian residents prior to September 1, 1990; and (2) the controlled market (“FX market”), which comprises (a) all foreign currencies originated in operations considered to be operations of the FX market, or the controlled operations, which may only be transacted through foreign exchange intermediaries or through the registered compensation accounts mechanism, or the compensation accounts, or (b) foreign currencies, which although not required to be bought from a foreign exchange, including the FX market, are voluntarily channeled through such market.
Under Colombian FX regulations, foreign exchange intermediaries, or FX intermediaries, are authorized to enter into foreign exchange transactions, or FX transactions, to convert Colombian pesos into foreign currencies or foreign currencies into Colombian pesos. In addition, there are certain requirements and obligations established by law and by the board of directors of the Central Bank in order to transfer currency into or out of Colombia. Colombian law provides that the Colombian Central Bank may intervene in the foreign exchange market in case the value of the Peso experiences significant volatility. The Colombian government and the Central Bank may also
 
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limit, on a temporary basis, the remittance of funds abroad by Colombian residents whenever the international reserves of Colombia fall below an amount equivalent to three months’ worth of imports. Since the institution of the current foreign exchange regime in 1991, the Colombian government and the Colombian Central Bank have not limited the remittance of funds abroad. We cannot assure you that these authorities will not intervene in the future.
Transactions conducted through this foreign exchange market are made at market rates negotiated with FX intermediaries or the relevant counterparty if using a compensation account. Colombian residents, including Avianca and our other Colombian direct and indirect subsidiaries, are entitled to maintain foreign currency accounts abroad, which can be used for making and receiving payments in foreign currency transactions. Such accounts can either be (i) compensation accounts (cuentas de compensación), which may be used to conduct transactions to be mandatorily made through the foreign exchange market, among others, and which must comply with certain reporting requirements before the Colombian Central Bank and, in certain cases, the Colombian tax authorities or (ii) so-called “free market accounts,” which may be used to effect any transaction on the free market but cannot be used to conduct transactions of mandatory channel through the exchange market.
Registration of the ADR Program and Investment in our ADSs by non-residents of Colombia
The International Investment Statute of Colombia as provided by Decree 2080 of 2000, complied into Decree 1068 of 2015, as amended, regulates the manner in which foreign investors may participate in the Colombian securities markets and undertake other types of investments, prescribes registration with the Colombian Central Bank of certain foreign exchange transactions and specifies procedures under which certain types of foreign investments are to be authorized and administered.
The International Investment Statute provides specific procedures for the registration of ADR programs as a form of foreign portfolio investment, which is required for the preferred shares to be offered in the form of ADSs. Under these regulations, failure to register foreign exchange transactions relating to investments in Colombia with the Colombian Central Bank on a timely basis may prevent the investor from obtaining remittance payments, including for the payment of dividends, and constitute an exchange control violation and/or may result in a fine.
Each individual investor who deposits preferred shares into the ADR facility for the purpose of acquiring ADSs will be required, as a condition to acceptance by a custodian of such deposit, to provide or cause to be provided certain information to enable it to comply with the registration requirements under the foreign investment regulations relating to foreign exchange. A holder of ADSs who withdraws preferred shares from the ADS deposit facility under certain circumstances may be required to comply directly with certain requirements under the foreign investment regulations. Under these regulations, the failure of a non-resident investor to report or register foreign exchange transactions relating to investments in Colombia with the Central Bank on a timely basis may prevent the investor from obtaining remittance payments, including for the payment of dividends, constitute an exchange control violation and/or may result in a fine.
Under Colombian law, foreign investors receive the same treatment as Colombian citizens with respect to the ownership and voting of the ADSs and our preferred shares.
Exchange Rates
The Colombian government and the Central Bank have considerable power to determine governmental policies and actions that relate to the Colombian economy and, consequently, to affect the operations and financial performance of businesses. The Colombian government and the Central Bank may seek to implement additional measures aimed at controlling further fluctuation of the Colombian peso against other currencies and fostering domestic price stability.
The Central Bank and the Colombian Ministry of Finance and Public Credit (Ministerio de Hacienda y Crédito Publico) (“MHCP”) have in the past adopted a set of measures intended to tighten monetary policy and control the fluctuation of the Colombian peso against the U.S. dollar.
Colombia has a free market for foreign exchange, and the Colombian government allows the Colombian peso to float freely against the U.S. dollar. There can be no assurance that the Colombian government will maintain its current policies with regard to the Colombian peso or that the Colombian peso will not depreciate or appreciate significantly in the future.
 
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E.	Taxation	
U.S. Federal Income Tax Considerations
The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of our preferred shares and the ADSs by a U.S. Holder (as defined below) as of the date of this annual report. This discussion is limited to U.S. Holders that hold our preferred shares or the ADSs as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). This discussion does not address tax considerations that may be relevant to particular holders in light of their individual circumstances, including:
 
 	•	 	banks, financial institutions or insurance companies;	
 
 	•	 	real estate investment trusts;	
 
 	•	 	regulated investment companies;	
 
 	•	 	dealers and brokers in stocks, securities or currencies;	
 
 	•	 	traders in securities that use a mark-to-market method of tax accounting;	
 
 	•	 	tax-exempt entities;	
 
 	•	 	S-corporations;	
 
 	•	 	certain former citizens or long-term residents of the United States;	
 
 	•	 	persons that hold our preferred shares or ADSs as part of a hedge, straddle, appreciated financial position, conversion or other “synthetic security” or integrated investment or risk reduction transaction for U.S. federal income tax purposes;	
 
 	•	 	persons required to accelerate the recognition of any item of gross income as a result of such income being recognized on an “applicable financial statement”;	
 
 	•	 	persons that hold, directly, indirectly or constructively, 10% or more (by vote or value) of our equity or the equity of any of our subsidiaries;	
 
 	•	 	persons whose “functional currency” is not the U.S. dollar.	
If a partnership (or any entity treated as a partnership for U.S. federal income tax purposes) holds our preferred shares or ADSs, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A partner in a partnership holding our preferred shares or ADSs should consult its tax advisor.
In addition, this discussion does not address the U.S. federal estate, gift or alternative minimum taxes, or any tax considerations arising under the net investment income tax, nor does it address any tax considerations arising under the laws of any state, local or foreign jurisdiction.
This discussion is based on provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations (the “Regulations”), all as of the date of this annual report, and any of which are subject to change, possibly with a retroactive effect, or differing interpretations so as to result in U.S. federal income tax considerations different from those discussed below. There can be no assurance that the Internal Revenue Service (the “IRS”) or a court will not take a contrary position with respect to any U.S. federal income tax considerations described below. There is currently no comprehensive income tax treaty in effect either between the United States and Colombia, or between the United States and Panama. In addition, this summary assumes that the deposit agreement and all other related agreements will be performed in accordance with their terms.
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our preferred shares or ADSs that is for U.S. federal income tax purposes:
 
 	•	 	an individual citizen or resident of the United States;	
 
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 	•	 	a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;	
 
 	•	 	an estate the income of which is subject to U.S. federal income taxation regardless of its source; or	
 
 	•	 	a trust that (i) is subject to the primary supervision of a court within the United States and all substantial decisions of which one or more U.S. persons have the authority to control or (ii) has a valid election in effect under applicable Regulations to be treated as a U.S. person.	
The federal income tax consequences to U.S. Holders may also be affected by our Chapter 11proceedings, which remain ongoing. Prospective investors should consult their tax advisors concerning the U.S. federal income tax considerations of the ownership or disposition of our preferred shares or the ADSs in light of our Chapter 11 proceedings and such investors’ particular circumstances, as well as any considerations arising under the laws of any other taxing jurisdiction.
ADSs
If a U.S. Holder holds ADSs, for U.S. federal income tax purposes, such holder will generally be treated as the owner of the underlying preferred shares that are represented by such ADSs. Accordingly, deposits or withdrawals of preferred shares for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.
Distributions
Subject to the discussion under “—Passive Foreign Investment Company” below the gross amount of distributions (including amounts withheld to reflect foreign withholding tax, if any) on our preferred shares or ADSs will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Such income will generally be includible in the gross income of a U.S. Holder on the day actually or constructively received by such U.S. Holder, in the case of our preferred shares, or by the depositary, in the case of our ADSs. To the extent that the amount of any such distribution exceeds our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, such amount will be treated first as a return of capital, and thereafter as capital gain. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will generally be reported as a dividend. Dividends received on our preferred shares or ADSs will generally not be eligible for the dividends received deduction allowed to corporations under the Code.
Individuals and other non-corporate U.S. Holders will be subject to tax at the lower capital gain tax rate applicable to “qualified dividend income” on dividends paid on our preferred shares or ADSs, provided that certain conditions are satisfied, including that (i) the preferred shares or ADSs on which the dividends are paid are readily tradable on an established securities market in the United States or we are eligible for the benefits of an approved comprehensive income tax treaty with the United States, (ii) we are not either a PFIC nor treated as such with respect to a U.S. Holder (as discussed below) for the taxable year in which the dividend was paid or the preceding taxable year, and (iii) certain holding period requirements are met. As a result of our Chapter 11 proceedings, the NYSE applied to the SEC on May 27, 2020 in order to delist the ADSs. Therefore, the ADSs on which the dividends are paid have ceased to be readily tradable on an established securities market in the United States. Because our preferred shares are not listed on an established securities market and we are not eligible for the benefits of an approved comprehensive income tax treaty with the United States, we do not expect that the dividends we pay on our preferred shares that are not represented by ADSs will meet the conditions required for such reduced tax rates. U.S. Holders should consult their tax advisors regarding the application of these rules to their particular circumstances.
To the extent relevant, the amount of any dividend paid in Pesos will equal the U.S. dollar value of the Pesos received calculated by reference to the exchange rate in effect on the date the dividend is received by a U.S. Holder, in the case of preferred shares, or by the depositary, in the case of ADSs, regardless of whether the Pesos are converted into U.S. dollars. If a U.S. Holder converts the Pesos received as a dividend into U.S. dollars on the date they are received, such holder will generally not be required to recognize foreign currency gain or loss in respect of the dividend income. If a U.S. Holder does not convert the Pesos received as a dividend into U.S. dollars on the date of receipt, such holder will have a basis in the Pesos equal to their U.S. dollar value on the date of receipt. Any foreign currency gain or loss recognized by a U.S. Holder on a subsequent conversion or other disposition of any Pesos received in a dividend will generally be treated as U.S. source ordinary income or loss.
 
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To the extent relevant, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any nonrefundable foreign withholding taxes imposed on dividends received on our preferred shares or ADSs. For purposes of calculating the foreign tax credit, dividends paid on our preferred shares or ADSs will generally be treated as foreign source income and will generally constitute passive category income. A U.S. Holder who does not claim a foreign tax credit on foreign tax withheld may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. Holders should consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
Sale or Other Taxable Disposition
A U.S. Holder will generally recognize capital gain or loss upon the sale or other taxable disposition of our preferred shares or ADSs in an amount equal to the difference, if any, between the amount realized upon the sale or other taxable disposition and the U.S. Holder’s adjusted tax basis in such preferred shares or ADSs. Any capital gain or loss will be long-term if the preferred shares or ADSs have been held for more than one year and will generally be U.S. source gain or loss for U.S. foreign tax credit purposes. The deductibility of a capital loss may be subject to limitations.
Subject to the discussion under “—Passive Foreign Investment Company” below, a U.S. Holder will generally recognize capital gain or loss upon the sale or other taxable disposition of our preferred shares or ADSs in an amount equal to the difference, if any, between the amount realized upon the sale or other taxable disposition and such U.S. Holder’s adjusted tax basis. For these purposes, if any foreign income tax is withheld on the sale or other taxable disposition of our preferred shares or ADSs, the amount realized will include the gross amount of the proceeds of that sale or other taxable disposition before deduction of the foreign income tax. Any capital gain or loss will be long-term if such U.S. Holder has held our preferred shares or ADSs for more than one year. Long-term capital gains of non-corporate U.S. Holders are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations under the Code. Any gain or loss recognized by U.S. Holders will generally be treated as U.S. source gain or loss for foreign tax credit purposes. Consequently, U.S. Holders may not be able to use the foreign tax credit arising from any foreign tax imposed on the disposition of our preferred shares or ADSs unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. The rules governing the foreign tax credit are complex. U.S. Holders should consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
Passive Foreign Investment Company
A non-U.S. corporation will be classified as a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets (determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. In addition, a non-U.S. corporation will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which it owns, directly or indirectly, more than 25% (by value) of the stock.
Based on certain estimates of our gross income and gross assets, we do not expect to be classified as a PFIC in the current taxable year or for the foreseeable future. However, because PFIC status will be determined by us on an annual basis and since such status depends upon the composition of our income and assets, and the nature of our activities, as well as the uncertainty regarding the effect that our ongoing Chapter 11 proceedings and the ongoing impact of COVID-19 will have on our passenger and cargo revenue and on the composition of our income and assets, there can be no assurance that we will not be considered a PFIC for the current taxable year or any future taxable year, nor will we give any assurances as to whether we were a PFIC for any prior taxable year.
If we are classified as a PFIC for any taxable year during which a U.S. Holder owns any of our preferred shares or ADSs, unless the U.S. Holder makes a “mark-to-market” election (as described below), the U.S. Holder will generally be subject to special tax rules that have a generally penalizing effect, regardless of whether we remain a PFIC, on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for our preferred shares or ADSs), and (ii) any gain realized on the sale or other disposition of our preferred shares or ADSs.
 
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If we are a PFIC for any taxable year during which a U.S. Holder holds our preferred shares or ADSs and any of our subsidiaries is also a PFIC, such U.S. Holder will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.
If we were to be classified as a PFIC, a U.S. Holder may make a mark-to-market election with respect to our preferred shares or ADSs provided our preferred shares or ADSs, as the case may be, are treated as regularly traded on a qualified exchange or other market as defined in applicable Regulations. Because, as a technical matter, a mark-to-market election cannot be made for any lower-tier PFICs that we may own, however, a U.S. Holder may continue to be subject to the PFIC rules with respect to such holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes. We do not intend to make available the information necessary for a U.S. Holder to make a “qualified electing fund” election. U.S. Holders should consult their tax advisors regarding the potential availability and considerations of making a mark-to-market or qualified electing fund election in case we are classified as a PFIC in any taxable year.
If a U.S. Holder holds our preferred shares or the ADSs in any year in which we are treated as a PFIC with respect to such U.S. Holder, such U.S. Holder will generally be required to file IRS Form 8621 and such other forms as may be required by the U.S. Treasury Department.
Foreign Asset Reporting
Certain U.S. Holders are required to report information relating to our preferred shares or the ADSs, subject to certain exceptions (including an exception for preferred shares or ADSs held in accounts maintained by certain financial institutions), by filing IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold preferred shares or ADSs. U.S. Holders should consult their tax advisors regarding foreign asset reporting requirements relating to their ownership of our preferred shares or the ADSs.
Panama
The following is a discussion of the material Panamanian tax considerations to holders of our preferred shares or the ADSs under Panamanian tax law, and is based upon the tax laws, decrees, interpretative rulings, judicial decisions and regulations in force and effect as of the date of this annual report, which may be subject to change. This discussion does not address the tax treatment of investors that may be subject to special tax regimes or tax treaties. This summary is not intended as tax advice to any particular investor, nor does it purport to furnish information in the level of details as, or with attention to, an investor’s specific circumstances that would be provided by an investor’s own tax advisor. Investors are urged to consult their own tax advisors as to the precise Panamanian and other tax consequences of acquiring, owning and disposing of our preferred shares of the ADSs.
General Principles
Panama’s income tax regime is based on territoriality principles, which define taxable income only as revenue generated from a source within Panama, or for services rendered outside of Panama which, by their nature, are intended to directly benefit the local commercial activities of individuals or corporations that operate in Panama.
Taxation of Dividends
Distributions by Panamanian corporations, whether in the form of cash, stock or other property, are subject to a 10% withholding tax for the portion of the distribution that is attributable to Panamanian sourced income, as defined pursuant to the territoriality principles that govern Panamanian tax law, and to a withholding tax of 5% of the portion of the dividend that is attributable to foreign-sourced income. Panama does not impose a withholding tax on dividends distributed by entities that do not earn income from Panamanian sources. Therefore, distributions on our preferred shares or the ADSs would not be subject to withholding taxes given that we do not trigger Panamanian sourced income.
 
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Taxation of Capital Gains
For securities issued by an entity that does not directly or indirectly receive Panama source income, Panamanian taxes on capital gains will not apply either to Panamanians or nationals of other countries in connection with the sale or disposition of these securities.
For securities issued by an entity that directly or indirectly receives Panama source income, Panamanian taxes on capital gains will apply to Panamanians or nationals of other countries in connection with the sale or disposition of the preferred shares, at a rate of 10% on the capital gains realized, payable by a 5% withholding on the purchase price by the purchaser and tender such amount to the tax authorities within the following 10 business days, as an advance on the seller’s capital gains tax payment. Nevertheless, at the seller’s option, the amount withheld will satisfy the tax obligation even if it is less than 10% of the capital gain. If the amount withheld exceeds 10% of the capital gain, the seller has the option to file a tax return and claim a tax credit or a refund of such excess. In the case of securities issued by an entity that are of economically invested assets both in Panama and offshore, the taxation of capital gains will be levied on the proportion of the gains derived or resulting from the Panamanian economically invested assets. For securities issued by an entity that directly or indirectly receives Panama source income are registered with the SMV and are sold through an organized market, Panamanian taxes on capital gains will not apply either to Panamanians or to nationals of other countries.
Other Panamanian Taxes
There are no estate, gift or other taxes imposed by the Panamanian government that would affect a holder of our preferred shares or the ADSs, whether such holder were Panamanian or a national of another country.
Colombia
The following is a summary of the material Colombian tax considerations to holders of ADSs under Colombian tax law, and it is based upon the tax laws and regulations in force and effect as of the date of this annual report, which may be subject to changes. This summary is not intended to be a comprehensive description of all Colombian tax considerations that may be relevant to a decision to purchase the ADSs. Prospective purchasers should consult their own tax advisors as to Colombian tax consequences of the purchase, ownership and sale of ADSs or underlying preferred shares, including, in particular, the application of the tax considerations discussed below to their particular situations, as well as the application of state, local, foreign or other tax laws.
Legal Framework
Colombian and non-Colombian individuals considered residents are subject to income tax and capital gain tax with respect to worldwide source income and Colombian and non-Colombian source income. On the other hand, Colombian nationals and non-Colombian individuals with no tax residence in Colombia are subject to income tax and capital gain tax but only with respect to their Colombian source income.
Colombian entities are subject to income tax with respect to their worldwide income. Moreover, foreign non-resident entities are subject to income tax and capital gain tax in Colombia but only with respect to their Colombian source income. Permanent establishments of foreign non-resident entities or individuals are subject to income tax and capital gain tax in Colombia on their worldwide income.
Dividends will be deemed Colombian source income when distributed by a Colombian company. Income from the sale of shares will be deemed Colombian source if the respective company is deemed Colombian. A given entity is deemed to be Colombian for income tax purposes whenever such entity is domiciled in Colombia, incorporated under Colombian laws or it has its effective place of management in Colombia.
The tax bill enacted in December 2019 provided for changes in income tax and value-added tax, among others. Among the major changes that were applicable as of January 1, 2019 and for following years: i) decrease in the corporate income tax rates to 32% for fiscal year 2020, 31% for fiscal year 2021 and 30% for fiscal year 2022 and onwards, ii) gradual elimination of the presumptive income taxable base to 0.5% for fiscal year 2020 and 0% for fiscal year 2021 and onwards, iii) increase in income tax withholdings on payments to outside of Colombia, among others. Certain of these changes will not apply to us, considering the Legal Stability Agreement we signed with the government.
 
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Income Tax on Dividend Income
Dividends distributed by non-Colombian companies such as us are not deemed Colombian source income. Consequently, non-resident individuals and non-Colombian companies, such as the depositary or any non-resident or non-Colombian company acting as shareholder, will not be subject to income tax in Colombia with respect to dividend income earned from us.
By contrast, resident individuals and Colombian companies acting as shareholders will be subject to income tax in Colombia with respect to dividend income earned from us.
Resident individuals and Colombian companies subject to income tax in Colombia, who earned non-Colombian source dividends subject to tax in the country of origin, are entitled to credit the tax paid abroad from the amount of income tax, including its surcharge in case the taxpayer is subject to this tax, as follows, in accordance with article 254 of the Colombian Tax Code:
 
 	•	 	the amount of the tax credit should be equivalent to the result of multiplying the amount of the dividends by the effective income tax rate at which the profits that gave rise to the dividends were subject to; and	
 
 	•	 	when the entity distributing the dividends that are subject to tax in Colombia received in turn dividends of other companies located in the same or other jurisdictions, the amount of the tax credit should be equivalent to the result of multiplying the amount of the dividends received by the Colombian taxpayer, by the effective tax rate at which the profits that generated the dividends were subject to.	
Pursuant to Colombian tax law, an individual (including a holder of the ADSs) will be deemed to be a tax resident in Colombia if (s)he meets any of the following criteria: if the individual stays continuously or discontinuously in the country for over 183 days during a period of 365 consecutive days including travel days, bearing in mind that if the 365 days period happens in more than one fiscal year, the individual shall be considered a Colombian resident as of the second fiscal year. If the individual is fully or partially exempted from income tax or capital gains tax in the foreign country where they reside, because of their diplomatic relation to Colombia or to a diplomat of Colombia under the Vienna Conventions on Diplomatic and Consular Relations.
Colombian nationals are also deemed as tax residents, regardless of where they have their physical presence, if they fulfill any of the following conditions:
 
 	•	 	whose spouse, legal partner, underage children or dependent persons have a tax residence in Colombia;	
 
 	•	 	that 50% or more of their income is considered Colombian source;	
 
 	•	 	that 50% or more of such person’s assets are managed in Colombia;	
 
 	•	 	that 50% or more of such person’s assets are possessed in Colombia;	
 
 	•	 	that having been notified by the Colombian Tax Office, did not offer proof of their tax residence outside of Colombia; or	
 
 	•	 	having their tax residence in a place considered by the Colombian government as a tax haven.	
 
 	•	 	Individuals that according to these rules are not considered Colombian residents, must provide proof of their foreign residence to the Colombian Tax Office by means of a tax residence certificate issued by the foreign tax authority.	
Colombian nationals considered tax residents due to the abovementioned criteria will not be considered as tax resident in Colombia if 50% or more of their annual income is sourced in the jurisdiction in which they have their domicile, or 50% or more of their assets are located in the jurisdiction in which they have their domicile.
Dividends distributed by Colombian companies to Colombian resident individuals, non-Colombian companies and Colombian companies generated from 2019 onwards are subject to dividend withholding tax. Dividends received by Colombian resident individuals from profits that were not taxed at a corporate level are taxed at the general income rate, plus special progressive tax rates of 0% to 10% according to the amount paid based on thresholds set forth by law; non-Colombian companies who receive dividends from profits that were not taxed at a corporate level are taxed at the general income tax rate, plus special rate of 10% (this applies after deducting the general income tax rate). Dividends paid out of profit that were taxed at corporate level will only be subject to 10% withholding tax, for Non-Colombian companies.
 
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Dividends distributed by a Colombian company to another Colombian company will only be subject to withholding tax when distributed to the direct beneficiary.
Withholding tax on dividends distributed by a Colombian company to on other Colombian company does not apply if the companies belong to the same conglomerate or business group as registered with the Chamber of Commerce.
Income Tax/Capital Gain Tax on Profit from the Sale of ADSs or Our Preferred Shares
Profits derived from the disposal of assets located in Colombia at the moment of the transfer are deemed Colombian source income. If assets are located outside of Colombia at the moment of the transfer, profits derived would be deemed non-Colombian source income.
Profits arising from the disposal of any kind of assets, which have made part of fixed assets of the Colombian taxpayer (resident individual or company) for a term of two years or more, are considered capital gains. Fixed assets are movable or immovable tangible and intangible assets that are not sold in the ordinary course of business of the taxpayer. In contrast, profits arising from the disposal of assets that made part of the taxpayer’s fixed assets for less than two years are not considered capital gains but ordinary income.
The capital gain or the net income resulting from the sale of ADSs or our preferred shares comprises the difference between the transfer price and the cost of the asset being sold. The transfer price is the market value made in cash or in kind. The market value is the one agreed by the parties, provided that does not differ considerably from the average market price for items of the same kind, at the date of disposal. It is understood that the value agreed by the parties differs considerably from the average when it deviates by more than 15% of the prices established in trade for goods of the same kind and quality, at the date of disposal, taking into account the nature, condition and status of assets.
The capital gain tax rate applicable to resident individuals and Colombian companies is 10%. On the other hand, the income tax rate applicable to Colombian companies 32% (2020), 31% (2021) and 30% (2022 and onwards). Moreover, resident individuals are subject to income tax at marginal rates of 0%, 19%, 28%, 33%, 35%, 37% and 39%.
Profits from the transfer of shares listed on the Colombian Stock Exchange earned by the same beneficial owner, not exceeding 10% of the outstanding shares of the respective company for a taxable year, will not be subject to income tax or capital gains tax in Colombia.
Accordingly, income resulting from the sale of ADSs or our preferred shares will not be deemed Colombian source income. Consequently, non-resident individuals and non-Colombian companies, such as the depositary or any non-resident or non-Colombian company acting as investor or shareholder, will not be subject to income tax or capital gains tax in Colombia with respect to profits resulting from the sale of ADSs or our preferred shares.
By contrast, resident individuals and Colombian companies acting as investors or shareholders will be subject to income tax or capital gain tax, as the case may be, with respect to profits resulting from the sale of ADSs or our preferred shares. Even if the purchaser of the ADSs or our preferred shares is a Colombian company, the seller will not be subject to withholding tax in Colombia.
Resident individuals and Colombian companies subject to income tax or capital gain tax in Colombia, as the case may be, who earned non-Colombian source income subject to tax in the country of origin, are entitled to credit the tax paid abroad from the amount of income tax and capital gains tax payable in Colombia, provided that the tax credit does not exceed the amount of tax payable in Colombia for the same income.
The amount of the tax credit for effective taxes paid abroad cannot exceed the amount of the basic income tax to be paid in Colombia.
 
F.	Dividends and Paying Agents	
Not applicable.
 
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G.	Statements by Experts	
Not applicable.
 
H.	Documents on Display	
We are subject to the information requirements of the Exchange Act, as amended, pursuant to which we file reports, including annual reports on Form 20-F, and other information with the SEC. These filings are available to the public through the SEC’s website at www.sec.gov.
As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act. For example, we are not required to prepare and issue quarterly reports. However, we make available to our shareholders quarterly reports containing unaudited financial information for the first three quarters of each fiscal year.
You may obtain additional information on our website at http://aviancaholdings.com/English/investor-relations/financial-information/default.aspx. Information found on this website or on the SEC’s website is not a part of and is not incorporated by reference into this annual report.
 
I.	Subsidiary Information	
Not applicable.
 
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	
Given the nature of our business, we are exposed mainly to changes in fuel prices, interest rates and foreign exchange.
Fuel
Our results of operations are affected by changes in fuel prices. To mitigate this risk, we enter into fuel options, swaps and futures agreements. Market risk is estimated as a hypothetical 1% increase in the December 31, 2020 cost per gallon of fuel. Based on our 2020 fuel consumption and, assuming the same consumption in 2021, such an increase would result in an increase in our fuel expense of $3.4 million in 2020, not taking into account our derivatives contracts. As of December 31, 2020, we did not have hedges of our projected 2021 fuel requirements.
The following table sets forth our fuel swaps and options at market value as of December 31, 2019 and December 31, 2020:

 	  	Maturing before 1 Year	 	  	Maturing after 1 Year	 	  	Total	 	
 	  	At December 31,
2019	 	  	At December 31,
2020	 	  	At December 31,
2019	 	  	At December 31,
2020	 	  	At December 31,
2019	 	  	At December 31,
2020	 	
 	  	(in $ thousands)	 	
Options	  	 	524,964	 	  	 	0	 	  	 	0	 	  				  	 	524,964	 	  	 	0	 	
Swaps	  	 	0	 	  	 	0	 	  	 	0	 	  				  	 	0	 	  	 	0	 	
Our fuel hedging policy remained the same in 2019 and 2020 and differences in our outstanding options and swaps are due to strategic internal decisions.
Interest
Our earnings are affected by changes in interest rates due to their impact on interest expense on variable-rate debt instruments and on interest income generated from our cash and investment balances. If interest rates are 10.0% lower on average in 2021 than they were in 2020, our interest income from cash equivalents would decrease by $0.1 million. These amounts are determined by considering the interest rates on our variable-rate debt and cash equivalent balances as of December 31, 2020.
 
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Foreign Currencies
Our foreign exchange risk is limited as a majority of our revenue and costs and expenses are in U.S. dollars, which provides us with a natural hedge. However, we do have significant revenue and costs and expenses in Colombian pesos and other currencies. In 2020, 16.8% of our revenue and 70% of our costs and expenses were denominated in, or linked to, U.S. dollars, and 78.5% of our revenue and 21.6% of our costs and expenses were denominated in Colombian pesos. When our peso-denominated revenue exceeds our peso-denominated costs and expenses, the depreciation of the Colombian peso against the U.S. dollar could have an adverse effect on our results, because conversion of these amounts into U.S. dollars will decrease our net income. We estimate that a 1.0% increase or decrease in the average exchange rate of the Colombian peso to the U.S. dollar would have an effect on our operating (loss) profit of $0.6 million. In addition, because we conduct business in local currencies in other countries, we face the risk of variations in foreign currency exchange rates. A revaluation of the Peruvian nuevo sol, the Costa Rican colón, the Guatemalan quetzal and/or the Euro could have an adverse effect on us, as a portion of our revenue is denominated in these other currencies. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Colombia, Peru, Central America and Other Countries in which We Operate—Fluctuations in foreign exchange rates and restrictions on currency exchange could adversely affect us.”
Following is the break-down of our revenue and costs and expenses by currency for the periods presented:

 	  	Revenue	 	 	Costs and Expenses	 	
 	  	2020	 	 	2019	 	 	2020	 	 	2019	 	
U.S. dollar	  	 	16.8	% 	 	 	79.8	% 	 	 	70.1	% 	 	 	75.1	% 	
Colombian peso	  	 	78.5	% 	 	 	6.0	% 	 	 	21.6	% 	 	 	16.7	% 	
Euro	  	 	1.8	% 	 	 	4.6	% 	 	 	0.9	% 	 	 	3.34	% 	
Other	  	 	2.9	% 	 	 	9.71	% 	 	 	7.5	% 	 	 	4.9	% 	
 
Item 12.	Description of Securities Other than Equity Securities	
 
A.	Debt Securities	
Not applicable.
 
B.	Warrants and Rights	
Not applicable.
 
C.	Other Securities	
Not applicable.
 
D.	American Depositary Shares	
Fees and Expenses

 	 	Persons depositing or	
withdrawing shares or ADS holders must pay:	 	 	  		For:	
•	 	$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	 	•	  	Issuance of ADSs, including any issuance resulting from a distribution of shares or rights or other property
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates		
					
•	 	$0.05 (or less) per ADS	 	•	  	Any cash distribution to ADS holders		
 
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•	 	A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	 	•	  	Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS holders	
				
•	 	$0.05 (or less) per ADSs per calendar year	 	•	  	Depositary services	
				
•	 	Registration or transfer fees	 	•	  	Transfer and registration of shares on our share register to or from the name of the depositary upon the deposit or withdrawal of shares	
				
•	 	Expenses of the depositary	 	•	  	Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)
Foreign currency conversion to U.S. dollars	
				
•	 	Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes	 	•	  	As necessary	
				
•	 	Any charges incurred by the depositary or its agents for servicing the deposited securities	 	•	  	As necessary	
The depositary collects fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal of shares or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay its fees. The depositary may collect its annual fee for depositary services by deducting it from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable to ADS holders that are obligated to pay those fees.
Payment of Taxes
You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.
Past Fees and Payments
From time to time, the depositary may make payments to us to reimburse and/or share revenue from the fees collected from ADS holders, or waive fees and expenses for services provided, generally relating to costs and expenses arising out of establishment and maintenance of the ADS program. In performing its duties under the deposit agreement, the depositary may use brokers, dealers or other service providers that are affiliates of the depositary and that may earn or share fees or commissions. In 2020, the Company received a payment of $72,544.69. from the depositary.
PART II
 
Item 13.	Defaults, Dividends Arrearages and Delinquencies	
As of the date of this annual report, we are in material default with respect to payments of principal and interest and breach of certain covenants under our instruments of indebtedness, including our senior notes. On May 10, 2020, we initiated our Chapter 11 proceedings and expect to reach agreements with our creditors as part of a reorganization plan. For information on the risks and uncertainties associated with our Chapter 11 proceedings, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Chapter 11 Proceedings.”
 
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Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	
None.
See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Amended and Restated Joint Action Agreement and Share Rights Agreement.”
 
Item 15.	Controls and Procedures	
 
(a)	Disclosure controls and procedures	
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2020.
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2020, our disclosure controls and procedures were effective.
 
(b)	Management’s annual report on internal control over financial reporting	
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes policies and procedures that:
 
 	•	 	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;	
 
 	•	 	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and	
 
 	•	 	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.	
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 Framework). Based on this evaluation, management, with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2020, our internal control over financial reporting was effective.
 
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(c)	Attestation report of the registered public accounting firm	
KPMG S.A.S., the independent registered public accounting firm that audited our consolidated financial statements included in this annual report, has issued a report on our internal control over financial reporting, which is included in the report of the independent registered public accounting firm included in this annual report.
 
(d)	Changes in internal control over financial reporting	
There has been no change in our internal control over financial reporting during 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Item 16.	Reserved	
 
Item 16A.	Audit Committee Financial Expert	
Our board of directors designated Mr. Rodrigo Salcedo as our audit committee financial expert, and he is independent under applicable SEC standards.
 
Item 16B.	Code of Ethics	
We have adopted a code of ethics and conduct, as defined in Item 16B of Form 20-F under the Exchange Act. Our code of ethics applies to our senior management as well as to other employees. Our code of ethics is freely available online at our website, www.avianca.com/en, under the heading “Our Company—Corporate Governance.” Information found on our website is not incorporated by reference into this annual report.
 
Item 16C.	Principal Accountant Fees and Services	
The following table sets forth by category of service the total fees for services performed by our principal accountant during the fiscal years ended December 31, 2020 and 2019. KPMG S.A.S. has been our principal accountant during the fiscal years ended December 31, 2020 and 2019.

 	  	2020	 	  	2019	 	
 	  	(in $ thousands)	 	
Audit Fees	  	 	2,355.3	 	  	 	2,282.6	 	
Audit-Related Fees	  	 	—  	 	  	 	—  	 	
Tax Fees related to cancellation of debt as part of bankruptcy/ In 2019 Transfer Pricing	  	 	245.0	 	  	 	89.6	 	
All Other Fees	  	 	—  	 	  	 	—  	 	
Total	  	 	2,600.3	 	  	 	2,372.2	 	
Audit Fees
Audit fees include the audit of our consolidated annual financial statements, review of our quarterly reports, required statutory audits and fees for the preparation and issuance of comfort letters in connection with our offering of senior notes.
Audit-Related Fees
There were no audit-related fees in 2020 or 2019.
Tax Fees
Tax fees are related to advisory services provided by our principal accountant in relation to cancellation of debt as part of our bankruptcy process in 2020 and transfer pricing services for 2019.
All Other Fees
There were no other fees for services provided by our principal accountant in 2020 or 2019.
 
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Pre-Approval Policies and Procedures
Our audit committee approves all audit services, audit-related services and tax services provided by KPMG S.A.S. Any services provided by KPMG S.A.S. that are not specifically included within the scope of the audit must be pre-approved by our audit committee in advance of any engagement. Pursuant to Rule 2-01 of Regulation S-X, audit committees are permitted to approve certain fees for audit-related services, tax services and other services pursuant to a de minimis exception prior to the completion of an audit engagement. In 2020 and 2019, none of the fees paid to KPMG S.A.S. were approved pursuant to the de minimis exception.
 
Item 16D.	Exemptions from the Listing Standards for Audit Committees	
We do not rely on any exemption from the independence standards pursuant to Rule 10A-3(d) under the Exchange Act.
 
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	
None.
 
Item 16F.	Change in Registrant’s Certifying Accountant	
None.
 
Item 16G.	Corporate Governance	
We are registered in the Colombian National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores) and we are required to comply with Colombian corporate governance practices for Colombian registered companies. We are not subject to Panamanian securities laws as we have not offered any securities in Panama. Additionally, general corporate law in Panama does not impose any meaningful restrictions on our corporate governance. As such, a comparison to Panamanian corporate governance practices is not applicable. We have adopted a set of additional corporate governance policies as contemplated by the U.S. Sarbanes-Oxley Act of 2002 and by our bylaws, which include the establishment of:
 
 	•	 	principles and duties relating to the conduct of our management, including as with respect to confidentiality and conflicts of interest;	
 
 	•	 	internal accounting controls systems;	
 
 	•	 	an audit committee comprising three independent members of our board of directors; and	
 
 	•	 	a code of business conduct and ethics.	
 
Item 16H.	Mine Safety Disclosure	
Not applicable.
PART III
 
Item 17.	Financial Statements	
See “Item 18. Financial Statements.”
 
Item 18.	Financial Statements	
See our audited consolidated financial statements beginning at page F-1.
 
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Item 19.	Exhibits	
Pursuant to the rules and regulations of the SEC, we have filed the following exhibits to this annual report:

	Exhibit
Number	  		Item	
			
1.1	  	English translation of our bylaws, as amended.		
			
2.19	  	Description of the registrant’s securities registered under Section 12 of the Exchange Act.		
			
2.21	  	English translation of Temporary Bonus Plan adopted on March 6, 2012.		
			
2.31	  	Amended and Restated Registration Rights Agreement, dated as of September  11, 2013, among the registrant, Synergy Aerospace Corp. and Kingsland Holdings Limited.		
			
2.48	  	Second Amended and Restated Registration Rights Agreement, dated November  29, 2018, among the registrant, Kingsland Holdings Limited, Synergy Aerospace Corp., BRW Aviation LLC and United Airlines Inc.		
			
2.51	  	Joint Action Agreement, dated as of September  11, 2013, among the registrant, Synergy Aerospace Corp. and Kingsland Holding Limited		
			
2.67	  	Amended and Restated Joint Action Agreement, dated November  29, 2018, by and among the registrant, Kingsland Holdings Limited, BRW Aviation LLC, United Airlines Inc. and Synergy Aerospace Corp.		
			
2.77	  	Share Rights Agreement, dated November  29, 2018, among the registrant, Kingsland Holdings Limited, BRW Aviation LLC and United Airlines Inc.		
			
3.11	  	English translation of Irrevocable Administration Mercantile Trust Agreement, dated as of March  23, 2012, by and between Fiduciaria Bogotá S.A. and the registrant (formerly AviancaTaca Holding S.A.).		
			
4.11	  	English translation of Lease Agreement No. OP-DC-CA-T2-0060-12, dated October  29, 2012, between Sociedad Concesionaria Operadora Aeroportuaria Internacional S.A.—Opain S.A. and Aerovias del Continente Americano S.A. Avianca.		
			
	Exhibit
Number	  		Item	
			
4.1.11	  	English translation of Lease Agreement No. OP-DC-CA-T1-0028-12, dated October  29, 2012, between Sociedad Concesionaria Operadora Aeroportuaria Internacional S.A.—Opain S.A. and Aerovias del Continente Americano S.A. Avianca.		
			
4.1.21	  	English translation of Lease Agreement No. OP-DC-CA-T2-0061-12, dated October  29, 2012, between Sociedad Concesionaria Operadora Aeroportuaria Internacional S.A.—Opain S.A. and Aerovias del Continente Americano S.A. Avianca.		
			
4.21	  	English translation of Lease Agreement, dated as of July  30, 2004, between U.A.E. Aeronautica Civil and Aerovias Nacionales de Colombia S.A. Avianca.		
			
4.2.11	  	English translation of Amendment No. 1 to Lease Agreement, dated as of December 12, 2005.		
			
4.2.21	  	English translation of Amendment No. 2 to Lease Agreement, dated as of January 5, 2009.		
			
4.2.31	  	English translation of Amendment No. 3 to Lease Agreement, dated as of November 7, 2012.		
			
4.2.41	  	English translation of Amendment No. 4 to Lease Agreement, dated as of March 1, 2013.		
			
4.32	  	English translation of Fuel Supply Contract, dated as of April 22, 2013, between Terpel S.A. and Aerovías del Continente Americano S.A. Avianca.

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4.41	  	A320 Purchase Agreement, dated March  19, 1998, between Atlantic Aircraft Holding Limited and Airbus Industry relating to Airbus A320-Family.		
			
4.4.11	  	Amendment No. 1 dated as of September 9, 1998 to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S. (as successor to Airbus Industry).		
			
4.4.21	  	Amendment No. 2 dated as of December 28, 1999, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.31	  	Amendment No. 3 dated as of December 29, 1999, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.41	  	Amendment No. 4 dated as of February 15, 2000, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.51	  	Amendment No. 5 dated as of April 6, 2001, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.61	  	Amendment No. 6 dated as of April 9, 2001, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.71	  	Amendment No. 7 dated as of September 6, 2001, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.81	  	Amendment No. 8 dated as of August 29, 2002, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.91	  	Amendment No. 9 dated as of December 6, 2002, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.101	  	Amendment No. 10 dated as of October 30, 2003, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.111	  	Amendment No. 11 dated as of November 18, 2004, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.121	  	Amendment No. 12 dated as of November 8, 2004, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.131	  	Amendment No. 13 dated as of November 18, 2004, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S		
			
4.4.141	  	Amendment No. 14 dated as of February 18, 2006, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
	Exhibit
Number	  		Item	
			
4.4.151	  	Amendment No. 15 dated as of June 22, 2007, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.161	  	Amendment No. 16 dated as of November 22, 2007, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.171	  	Amendment No. 17 dated as of April 14, 2008, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.181	  	Amendment No. 18 dated as of January 30, 2009, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.191	  	Amendment No.  19 dated as of April 28, 2009, to the A320 Purchase Agreement dated as of March 19, 1998, as amended and restated, between the registrant and Airbus S.A.S.

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4.4.201	  	Amendment No. 20 dated as of February 10, 2010, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.211	  	Amendment No. 21 dated as of April 29, 2011, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.221	  	Amendment No. 22 dated as of August 26, 2011, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.231	  	Amendment No. 23 dated as of October 21, 2011, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.241	  	Amendment No. 24 dated as of March 11, 2012, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.251	  	Amendment No. 25 dated as of March 29, 2012, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.261	  	Amendment No. 26 dated as of March 29, 2012, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.271	  	Amendment No. 27 dated as of November 30, 2012, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.283	  	Amendment No. 28 dated as of October 11, 2013, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.4.293	  	Amendment No. 29 dated as of February 28, 2014, to the A320 Purchase Agreement dated as of March  19, 1998, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.51	  	A320 Purchase Agreement, dated April  16, 2007, between Aerovías del Continente Americano S.A. Avianca and Airbus S.A.S. relating to Airbus A320-Family.		
			
4.5.11	  	Amendment No. 1 dated as of June 16, 2007, to the A320 Family Purchase Agreement dated as of April  16, 2007, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.5.21	  	Amendment No. 2 dated as of September  10, 2007, to the A320 Family Purchase Agreement dated as of April 16, 2007, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.5.31	  	Amendment No. 3 dated as of November  27, 2007, to the A320 Family Purchase Agreement dated as of April 16, 2007, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.5.41	  	Amendment No. 4 dated as of January 31, 2008, to the A320 Family Purchase Agreement dated as of April  16, 2007, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.5.51	  	Amendment No. 5 dated as of July 16, 2008, to the A320 Family Purchase Agreement dated as April  16, 2007, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.5.61	  	Amendment No. 6 dated as of December 5, 2008, to the A320 Family Purchase Agreement dated as of April  16, 2007, as amended and restated, between the registrant and Airbus S.A.S.		
			
4.5.71	  	Amendment No. 7 dated as of July 6, 2009, to the A320 Family Purchase Agreement dated as of April  16, 2007, as amended and restated, between the registrant and Airbus S.A.S.		
			
	Exhibit
Number	  		Item	
			
4.5.81	  	Amendment No.  8 dated as of October 10, 2009, to the A320 Family Purchase Agreement dated as of April 16, 2007, as amended and restated, between the registrant and Airbus S.A.S.

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4.5.91	  	Amendment No. 9 dated as of March 12, 2010, to the A320 Family Purchase Agreement dated as of April  16, 2007, as amended and restated, between the registrant and Airbus S.A.S.	
		
4.5.101	  	Amendment No. 10 dated as of November  22, 2010, to the A320 Family Purchase Agreement dated as of April 16, 2007, as amended and restated, between the registrant and Airbus S.A.S.	
		
4.5.111	  	Amendment No. 11 dated as of August  26, 2011, to the A320 Family Purchase Agreement dated as of April 16, 2007, as amended and restated, between the registrant and Airbus S.A.S.	
		
4.5.121	  	Amendment No. 12 dated as of October  10, 2011, to the A320 Family Purchase Agreement dated as of April 16, 2007, as amended and restated, between the registrant and Airbus S.A.S.	
		
4.5.131	  	Amendment No. 13 dated as of June 13, 2012, to the A320 Family Purchase Agreement dated as of April  16, 2007, as amended and restated, between the registrant and Airbus S.A.S.	
		
4.61	  	Assignment, Assumption and Amendment Agreement dated as of May  18, 2012, entered into among Aerovías del Continente Americano S.A. Avianca, Synergy Aerospace Corp. and Airbus S.A.S. in respect of four (4) A330-200F of the thirteen (13)  A330-200 and A330-200F under the Purchase Agreement dated September 5, 2011 (the A330-200F Purchase Agreement).	
		
4.6.11	  	Amendment No. 1, dated as of August 16, 2012, to the A330-200F Purchase Agreement dated as of May  18, 2012, as amended and restated, between the registrant and Airbus S.A.S.	
		
4.71	  	A320 Family and A320 NEO Family Purchase Agreement dated as of December  27, 2011 between the registrant (formerly known as AviancaTaca Holding S.A.) and Airbus S.A.S. relating to Airbus A320-Family and A320 NEO Family.	
		
4.7.11	  	Amendment No. 1, dated as of February  28, 2013, to the A320 Family and A320 NEO Family Purchase Agreement dated as of December 27, 2011, between the registrant and Airbus S.A.S.	
		
4.7.24	  	Amendment dated as of April  30, 2015 to the A320 Family and A320 NEO Family Purchase Agreement dated as of December 27, 2011, among the registrant Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.	
		
4.7.35	  	Cancellation Amendment No. 2 dated as of April  20, 2016 among the registrant, Aerovías del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.	
		
4.7.45	  	Cancellation Amendment No. 3 dated as of August  22, 2016 among the registrant, Aerovías del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.	
		
4.81	  	Assignment, Assumption and Amendment Agreement dated as of February  28, 2013, entered into among Aerovías del Continente Americano S.A. Avianca, the registrant and Airbus S.A.S. in respect of twenty six (26)  A320 Family Aircraft and A320 NEO Family under the A320 Family and A320 NEO Family Purchase Agreement dated December 27, 2011.	
		
4.8.13	  	Amendment No. 1, dated as of February  28, 2014, to the Assignment, Assumption and Amendment Agreement dated as of February 28, 2013, entered into among Aerovías del Continente Americano S.A. the registrant and Airbus S.A.S.	
		
4.8.23	  	Assignment, Assumption and Amendment Agreement dated as of December  31, 2014, entered into among Aerovías del Continente Americano S.A. Avianca, the registrant and Airbus S.A.S. (the Second Avianca Assignment).	
		
4.8.33	  	Amendment No. 2, dated as of March  27, 2015 to the Assignment, Assumption and Amendment Agreement dated as of February 28, 2013, entered into among Aerovías del Continente Americano S.A. Avianca, the registrant and Airbus S.A.S.	
		
4.8.44	  	Amendment No.  3, dated as of September 21, 2015, to the Assignment, Assumption and Amendment Agreement dated as of February 28, 2013, between Aerovías del Continente Americano S.A. Avianca and Airbus S.A.S.

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	Exhibit
Number	  		Item	
			
4.91	  	Assignment, Assumption and Amendment Agreement dated as of February  28, 2013, entered into among Grupo Taca Holdings Limited, the registrant and Airbus S.A.S. in respect of twenty five (25)  A320 Family and A320 NEO Family Aircraft under the A320 Family and A320 NEO Family Purchase Agreement dated December 27, 2011.		
			
4.9.13	  	Amendment No. 1, dated as of March  31, 2014, to the Assignment, Assumption and Amendment Agreement dated as of February 28, 2013, entered into among Grupo Taca Holdings Limited, the registrant and Airbus S.A.S.		
			
4.9.23	  	Amendment No. 2, dated as of July  31, 2014, to the Assignment, Assumption and Amendment Agreement dated as of February 28, 2013, entered into among Grupo Taca Holdings Limited, the registrant and Airbus S.A.S.		
			
4.9.33	  	Assignment, Assumption and Amendment Agreement dated as of December  31, 2014, entered into among Grupo Taca Holdings Limited, the registrant and Airbus S.A.S. (the Second Taca Assignment).		
			
4.9.43	  	Amendment No. 3, dated as of March  27, 2015, to the Assignment, Assumption and Amendment Agreement dated as of February 28, 2013, entered into among Grupo Taca Holdings Limited, the registrant and Airbus S.A.S.		
			
4.9.54	  	Amendment No. 4, dated as of September  21, 2015, to the Assignment, Assumption and Amendment Agreement dated as of February 28, 2013, between Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.101	  	Purchase Agreement No. 3075, dated October  3, 2006, as amended and supplemented, between Aerovías del Continente Americano S.A. Avianca (The Company) and The Boeing Company, relating to the purchase and sale of ten (10)  Boeing Model 787-859 aircraft.		
			
4.10.11	  	Supplemental Agreement No. 1 dated as of March 28, 2007, to the Purchase Agreement No.  3075, dated October 3, 2006, as amended and supplemented, between the registrant and The Boeing Company.		
			
4.10.21	  	Supplemental Agreement No. 2 dated as of March 28, 2007, to the Purchase Agreement No.  3075, dated November 21, 2007, as amended and supplemented, between the registrant and The Boeing Company.		
			
4.10.31	  	Supplemental Agreement No. 3 dated as of September 26, 2012, to the Purchase Agreement No.  3075, dated November 21, 2007, as amended and supplemented, between the registrant and The Boeing Company		
			
4.10.41	  	Supplemental Agreement No. 4 dated as of January 11, 2013, to the Purchase Agreement No.  3075, dated November 21, 2007, as amended and supplemented, between the registrant and The Boeing Company.		
			
4.10.53	  	Supplemental Agreement No. 5 dated as of April 15, 2014, to the Purchase Agreement No.  3075, dated October 3, 2006, as amended and supplemented, between the registrant and The Boeing Company.		
			
4.10.66	  	Supplemental Agreement No. 6 dated as of July 25, 2017, to the Purchase Agreement No.  3075, dated October 3, 2006, as amended and supplemented, between the registrant and The Boeing Company.		
			
4.10.76	  	Supplemental Agreement No. 7 dated as of September 19, 2017, to the Purchase Agreement No.  3075, dated October 3, 2006, as amended and supplemented, between the registrant and The Boeing Company.		
			
4.10.88	  	Supplemental Agreement No. 8 dated as of May 3, 2018, to the Purchase Agreement No.  3075, dated October 3, 2006, as amended and supplemented, between the registrant and The Boeing Company.		
			
	Exhibit
Number	  		Item	
			
4.10.98	  	Supplemental Agreement No. 9 dated as of February 26, 2019, to the Purchase Power Agreement No.  3075, dated October 3, 2006, as amended and supplemented, between the registrant and The Boeing Company.		
			
4.10.109	  	Supplemental Agreement No. 10 dated as of December 27, 2019, to the Purchase Agreement No. 3075, dated October  3, 2006, as amended and supplemented, between the registrant and The Boeing Company.		
			
4.111	  	Sale and Purchase Contract dated as of January 18, 2013, between the registrant (formerly known as AviancaTaca Holding S.A.) and Avions de Transport Regional G.I.E. as amended and restated, relating to ATR 72-600 Aircraft.

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4.121	  	Trent 700 General Terms Agreement, dated June  15, 2007, among Rolls Royce PLC, Rolls Royce Total Care Services Limited and Aerovías del Continente Americano S.A. Avianca.	
		
4.12.11	  	Amendment No. 1 to General Terms Agreement, dated February 28, 2008.	
		
4.12.21	  	Amendment No. 2 to General Terms Agreement, dated February 28, 2009.	
		
4.12.31	  	Amendment No. 3 to General Terms Agreement, dated September 1, 2009.	
		
4.12.41	  	Amendment No. 4 to General Terms Agreement, dated March 18, 2011.	
		
4.131	  	General Terms Agreement 700 DEG 7308, dated June  1, 2012, between Rolls-Royce PLC, Rolls-Royce Total Care Services Limited and Aerovías del Continente Americano S.A. Avianca and Tampa Cargo S.A.	
		
4.13.13	  	Amendment No. 1 to General Terms Agreement, dated May 17, 2013.	
		
4.13.23	  	Amendment No. 2 to General Terms Agreement, dated October 23, 2014.	
		
4.13.33	  	Amendment No. 3 to General Terms Agreement, dated December 30, 2014.	
		
4.141	  	General Terms Agreement No. CFM-03-2007, dated as of March  29, 2007, between CFM International, Inc. and Aerovías del Continente Americano S.A. Avianca.	
		
4.14.11	  	Amendment No. 1 to General Terms Agreement.	
		
4.151	  	General Terms Agreement No. GE-1-1090789943, dated as of December  18, 2007, between General Electric Corporation, GE Engine Services and Atlantic Aircraft Holding, Ltd.	
		
4.161	  	OnPoint Solutions Rate per Engine Flight Hour Engine Services Agreement, dated as of January  18, 2008, between GE Engine Services, Inc. and Aerovías del Continente Americano S.A. Avianca.	
		
4.171	  	Rate Per Flight Hour Agreement for CFM56-5B Engine Shop Maintenance Services, dated as of February  6, 2013, between CFM International, Inc. and the registrant (formerly known as AviancaTaca Holding S.A.).	
		
4.17.13	  	Amendment No. 1 to Rate Per Flight Hour Agreement dated 2014.	
		
4.181	  	General Terms Agreement No. CFM-1-2887169891, dated as of February  6, 2013, between CFM International, Inc. and the registrant (formerly known as AviancaTaca Holding S.A.)	
		
4.191	  	Rate Per Flight Hour Agreement for LEAP 1-A Engine Shop Maintenance Services, dated as of February  6, 2013, between CFM International, Inc. and the registrant (formerly known as AviancaTaca Holding S.A.).	
		
4.201	  	Amended and Restated V2500® General Terms of Sale, dated as of December 18, 2008, between IAE International Aero Engines AG and Atlantic Aircraft Holdings Limited.	
		
4.20.11	  	Amendment No.  1 to Amended and Restated V2500® General Terms of Sale, dated December 17, 2010.	
		
4.20.21	  	Second Amended and Restated Side Letter, dated as of December 17, 2010.	
		
4.211	  	Amended and Restated V2500-A5 Fleet Hour Agreement, dated as of December  18, 2008, between IAE International Aero Engines AG and Atlantic Aircraft Holdings Limited.	
		
4.222	  	Trent 1000 General Terms Agreement, dated June  15, 2007, among Rolls Royce PLC, Rolls Royce Total Care Services Limited and Aerovías del Continente Americano S.A. Avianca.	
		
4.22.12	  	Side Letter Number One dated June  15, 2007, to the Trent 1000 General Terms Agreement, dated June 15, 2007, among Rolls Royce PLC, Rolls Royce Total Care Services Limited and Aerovías del Continente Americano S.A. Avianca.

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	Exhibit
Number	  		Item	
			
4.233	  	Assignment, Assumption and Amendment Agreement dated as of December 31, 2014, entered into among Aerovías del Continente Americano S.A. Avianca, the registrant, Avianca Leasing, LLC and Airbus S.A.S. in respect of A320 Family Aircraft and A320 NEO Family under the A320 Family and A320 NEO Family Purchase Agreement dated December 27, 2011 (the First Avianca Leasing Assignment).		
			
4.244	  	A320 NEO Family Purchase Agreement, dated as of April 30, 2015, between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings S.A. and Airbus S.A.S. relating to Airbus A320 NEO Family.		
			
4.24.14	  	Letter Agreement No. 2.1, dated as of December  29, 2015, to the A320 NEO Family Purchase Agreement dated as of April 30, 2015, between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.24	  	Letter Agreement No. 3.1, dated as of September  30, 2015, to the A320 NEO Family Purchase Agreement dated as of April 30, 2015, between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.35	  	Letter Agreement 1.1, dated as of April  28, 2016 to the A320 NEO Family Purchase Agreement dated as of April 30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.49	  	Letter Agreement 1.2 dated as of March  15, 2019 to the A320 NEO Family Purchase Agreement dated as of April 30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.55	  	Letter Agreement 2.2. dated as of April  28, 2016 to the A320 NEO Family Purchase Agreement dated as of April 30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.65	  	Letter Agreement 3.2. dated as of April  28, 2016 to the A320 NEO Family Purchase Agreement dated as of April 30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.75	  	Letter Agreement 4.1. dated as of April  28, 2016 to the A320 NEO Family Purchase Agreement dated as of April 30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.85	  	Letter Agreement 7.1. dated as of April  28, 2016 to the A320 NEO Family Purchase Agreement dated as of April 30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.95	  	Letter Agreement 2.3. dated as of August  22, 2016 to the A320 NEO Family Purchase Agreement dated as of April 30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.105	  	Letter Agreement 3.3. dated as of August  22, 2016 to the A320 NEO Family Purchase Agreement dated as of April 30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.115	  	Letter Agreement 2.4. dated as of December  17, 2016 to the A320 NEO Family Purchase Agreement dated as of April 30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.126	  	Letter Agreement 2.5. dated as of March  31, 2017 to the A320 NEO Family Purchase Agreement dated as of April 30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.136	  	Letter Agreement 2.6. dated as of July  13, 2017 to the A320 NEO Family Purchase Agreement dated as of April 30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.146	  	Letter Agreement 2.7. dated as of November 03, 2017 to the A320 NEO Family Purchase Agreement dated as of April 30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.

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	Exhibit
Number	  		Item	
			
4.24.158	  	Letter Agreement 2.8 dated as of March 15, 2019 to the A320 NEO Family Purchase Agreement dated as of April  30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.179	  	Letter Agreement 2.9 dated as of January 6, 2020 to the A320 NEO Family Purchase Agreement dated as of April  30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.189	  	Side Letter No. 1 to the Letter Agreement 2.9 dated as of January  6, 2020 to the A320 NEO Family Purchase Agreement dated as of April 30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.24.199	  	Letter Agreement 1.3 dated as of January 6, 2020 to the A320 NEO Family Purchase Agreement dated as of April  30, 2015 between Aerovias del Continente Americano S.A. Avianca, Grupo Taca Holdings Limited and Airbus S.A.S.		
			
4.266	  	Liquid Aviation Fuel Supply Agreement (Regional) dated August 30, 2017 between Organización Terpel S.A. and Aerovias Del Continente Americano S.A. Avianca, Tampa Cargo S.A.S., Taca Internacional Airlines S.A. Sucursal Colombia, Trans American Airlines S.A. Sucursal Colombia, Lineas Aereas Costarricenses S.A. Sucursal Colombia and Aerolineas Galapagos S.A. Sucursal Colombia.		
			
8.1	  	Subsidiaries of the Registrant.		
			
12.1	  	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		
			
12.2	  	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		
			
13.1	  	Certifications of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		
			
13.2	  	Certifications of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		
			
101. INS	  	XBRL Instance Document.		
			
101. SCH	  	XBRL Taxonomy Extension Schema Document.		
			
101. CAL	  	XBRL Taxonomy Extension Calculation Linkbase Document.		
			
101. LAB	  	XBRL Taxonomy Extension Label Linkbase Document.		
			
101. PRE	  	XBRL Taxonomy Extension Presentation Linkbase Document.		
			
101. DEF	  	XBRL Taxonomy Extension Definition Document.		

(1)	Filed as an exhibit to our registration statement, as amended, on Form F-1 (File No. 333-191258), filed on September 19, 2013, as amended on September 23, 2013, October 2, 2013, October 8, 2013, October 11, 2013, October 21, 2013, October 30, 2013 and November 4, 2013.	
(2)	Filed as an exhibit to our Form 20-F for the year ended December 31, 2013 filed with the SEC on April 30, 2014.	
(3)	Filed as an exhibit to our Form 20-F for the year ended December 31, 2014 filed with the SEC on April 30, 2015.	
(4)	Filed as an exhibit to our Form 20-F for the year ended December 31, 2015 filed with the SEC on April 29, 2016.	
(5)	Filed as an exhibit to our Form 20-F for the year ended December 31, 2016 filed with the SEC on May 1, 2017.	
(6)	Filed as an exhibit to our Form 20-F for the year ended December 31, 2017 filed with the SEC on May 1, 2018.	
(7)	Filed as an exhibit to our Form 6-K furnished to the SEC on November 30, 2018.	
(8)	Filed as an exhibit to our Form 20-F for the year ended December 31, 2018 filed with the SEC on April 29, 2019.	
(9)	Filed as an exhibit to our Form 20-F for the year ended December 31, 2019 filed with the SEC on June 11, 2020.	
 
127

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SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Avianca Holdings S.A.	
		
By:	 	/s/ Richard Galindo	
	 	Name: Richard Galindo	
	 	Title: General Counsel	
Dated: April 30, 2021

Table of Contents
AVIANCA HOLDINGS S.A.
AND SUBSIDIARIES
(Republic of Panama)
(Debtor in possession)
Consolidated Financial Statements
As of December 31, 2020, and 2019 and
for each of the years ended December 31, 2020, 2019 and 2018
 
F-1

Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in possession)
Index

Report of Independent Registered Public Accounting Firm	  	 	F-3	 	
Consolidated Statement of Financial Position	  	 	F-10	 	
Consolidated Statement of Comprehensive Income	  	 	F-12	 	
Consolidated Statement of Changes in Equity	  	 	F-14	 	
Consolidated Statement of Cash Flows	  	 	F-15	 	
Notes to the Consolidated Financial Statements	  	 	F-17	 	
 
F-2

Table of Contents

	  	KPMG S.A.S.	  	Teléfono	  	57 (1) 6188000	
	  	Calle 90 No. 19C – 74	  		  	57 (1) 6188100	
	  	Bogotá D.C. – Colombia	  		  		
			  	home.kpmg/co	
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Avianca Holdings S.A. (Debtor in possession):
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Avianca Holdings S.A. and subsidiaries (Debtor in possession) (the Company) as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 30, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 (e) to the consolidated financial statements, the Company has entered bankruptcy proceedings, has suffered losses, and has a net capital deficiency. These conditions raise substantial doubt exists about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2 (e). The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 
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We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period’s audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Assessment of the impairment analysis of the Air Transport Cash Generating Unit (“Air Transport CGU”)
Description of the Matter
As discussed in Notes 3 (n) and 15.1, the Company has $ 3,190 million of non-financial assets, including goodwill and other intangibles, allocated to the Air Transport CGU as of December 31, 2020. The Company performs impairment testing for the Air Transport CGU on an annual basis or more frequently if events or circumstances indicate that the CGU may be impaired. The Company records an impairment charge when a CGU’s carrying value exceeds the greater of its value-in-use or its fair market value. The Company estimated the value-in-use of the Air Transport CGU using a discounted cash flow model. The Company projected cash flows based on its business plan for a five-year period (the ‘planning period’) and based on long-term growth rates for the subsequent period. The cash flow models included assumptions such as revenue growth over the planning period, operating income over the planning period, revenue growth after the planning period and discount rate.
We identified the assessment of the impairment analysis of the Air Transport CGU as a critical audit matter. Subjective auditor judgment was required to evaluate the Company’s estimation of its value-in-use because of the high degree of uncertainty associated with the unobservable and forward-looking assumptions, specifically revenue growth over the planning period, operating income over the planning period, revenue growth after the planning period and discount rate. This uncertainty was accentuated by the impact of COVID-19 and the Chapter 11 process.
 
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The following are the primary procedures performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the impairment analysis. This included controls related to the review and approval of the projected cash flows under the five-year business plan, revenue growth after the planning period and discount rate as well as the approval of the underlying macroeconomic assumptions. We compared the assumption for revenue growth over the planning period, operating income over the planning period and revenue growth after the planning period with published reports in the aviation industry and our understanding of the futures plans of the Company and the industry long-term growth. We involved valuation professionals with specialized skills and knowledge, to assist in the evaluation of the methodology adopted in the estimation of the value-in-use of the Air Transport CGU, including the evaluation of the assumptions such as the discount rate, revenue growth over the planning period, operating income over the planning period and revenue growth after the planning period.
/s/ KPMG S.A.S.
We have served as the Company’s auditor since 2018
Bogotá D.C., Colombia
April 30, 2021
 
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	  	KPMG S.A.S.	  	Teléfono	  	57 (1) 6188000	
	  	Calle 90 No. 19C – 74	  		  	57 (1) 6188100	
	  	Bogotá D.C. – Colombia	  		  		
			  	home.kpmg/co	
	  		  		
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
Avianca Holdings S.A. (Debtor in possession):
Opinion on Internal Control Over Financial Reporting
We have audited Avianca Holdings S.A. and Subsidiaries’ (Debtor in possession) (the Company) internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2020 and 2019, the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial statements), and our report dated April 30, 2021 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
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Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG S.A.S.
Bogotá, Colombia
April 30, 2021
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Consolidated Statement of Financial Position
(In USD thousands)

 
											
 	  	Notes	  	December 31,
2020	 	  	December 31,
2019	 	
				
Assets	  		  				  				
Current assets:	  		  				  				
Cash and cash equivalents	  	8	  	$	911,139	 	  	$	342,472	 	
Restricted cash	  	8	  	 	24,299	 	  	 	1	 	
Short term investments	  	13	  	 	42,919	 	  	 	55,440	 	
Trade and other receivables, net of expected credit losses	  	9	  	 	229,917	 	  	 	233,722	 	
Accounts receivables from related parties	  	10	  	 	157	 	  	 	3,348	 	
Current tax assets	  	32	  	 	111,785	 	  	 	198,719	 	
Expendable spare parts and supplies, net of provision for obsolescence	  	11	  	 	81,433	 	  	 	88,334	 	
Prepayments	  	12	  	 	36,247	 	  	 	69,012	 	
Deposits and other assets	  	13	  	 	37,544	 	  	 	39,175	 	
	  		  	 	 	 	  	 	 	 	
	  		  	 	1,475,440	 	  	 	1,030,223	 	
Assets held for sale	  	16	  	 	884	 	  	 	681,053	 	
	  		  	 	 	 	  	 	 	 	
Total current assets	  		  	 	1,476,324	 	  	 	1,711,276	 	
Non–current assets:	  		  				  				
Deposits and other assets	  	13	  	 	55,547	 	  	 	54,074	 	
Trade and other receivables, net of expected credit losses	  	9	  	 	2,918	 	  	 	22,569	 	
Non-current taxes assets	  	32	  	 	—  	 	  	 	1	 	
Intangible assets and goodwill, net	  	15	  	 	488,925	 	  	 	505,507	 	
Deferred tax assets	  	32	  	 	25,236	 	  	 	27,166	 	
Property and equipment, net	  	14	  	 	4,811,544	 	  	 	4,953,317	 	
	  		  	 	 	 	  	 	 	 	
Total non–current assets	  		  	 	5,384,170	 	  	 	5,562,634	 	
	  		  	 	 	 	  	 	 	 	
Total assets	  		  	$	6,860,494	 	  	$	7,273,910	 	

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Consolidated Statement of Financial Position
(In USD thousands)

 
											
 	  	Notes	  	December 31,
2020	 	 	December 31,
2019	 	
				
Liabilities and equity	  		  				 				
Current liabilities:	  		  				 				
Short-term borrowings and current portion of long-term debt	  	17,37	  	$	5,011,094	 	 	$	872,044	 	
Accounts payable	  	18	  	 	489,031	 	 	 	530,615	 	
Accounts payable to related parties	  	10	  	 	2,782	 	 	 	3,713	 	
Accrued expenses	  	19	  	 	16,448	 	 	 	87,610	 	
Current tax liabilities	  	32	  	 	54,738	 	 	 	26,421	 	
Provisions for legal claims	  	33	  	 	23,314	 	 	 	20,244	 	
Provisions for return conditions	  	20	  	 	22,277	 	 	 	21,963	 	
Employee benefits	  	21	  	 	135,056	 	 	 	148,678	 	
Air traffic liability	  	22	  	 	399,184	 	 	 	337,363	 	
Frequent flyer deferred revenue	  	22	  	 	162,013	 	 	 	187,931	 	
Other liabilities	  	23	  	 	4,144	 	 	 	5,110	 	
	  		  	 	 	 	 	 	 	 	
	  		  	 	6,320,081	 	 	 	2,241,692	 	
Liabilities associated with the assets held for sale	  	16	  	 	—  	 	 	 	490,458	 	
	  		  	 	 	 	 	 	 	 	
Total current liabilities	  		  	 	6,320,081	 	 	 	2,732,150	 	
Non–current liabilities:	  		  				 				
Long–term debt	  	17	  	 	1,270,162	 	 	 	3,984,279	 	
Accounts payable	  	18	  	 	17,225	 	 	 	11,931	 	
Provisions for return conditions	  	20	  	 	138,562	 	 	 	122,425	 	
Employee benefits	  	21	  	 	103,540	 	 	 	118,337	 	
Deferred tax liabilities	  	32	  	 	13,922	 	 	 	18,471	 	
Frequent flyer deferred revenue	  	22	  	 	290,802	 	 	 	229,701	 	
Other liabilities	  	23	  	 	7,972	 	 	 	51,449	 	
	  		  	 	 	 	 	 	 	 	
Total non–current liabilities	  		  	 	1,842,185	 	 	 	4,536,593	 	
	  		  	 	 	 	 	 	 	 	
Total liabilities	  		  	$	8,162,266	 	 	$	7,268,743	 	
	  		  	 	 	 	 	 	 	 	
Equity (Deficit)	  	24	  				 				
Common stock	  		  	 	82,600	 	 	 	82,600	 	
Preferred stock	  		  	 	42,023	 	 	 	42,023	 	
Additional paid–in capital on common stock	  		  	 	234,567	 	 	 	234,567	 	
Additional paid–in capital on preferred stock	  		  	 	469,273	 	 	 	469,273	 	
Accumulated losses	  		  	 	(2,025,557	) 	 	 	(543,010	) 	
Other comprehensive income / (loss)	  		  	 	(91,511	) 	 	 	(78,120	) 	
	  		  	 	 	 	 	 	 	 	
Equity attributable to owners of the Company (Deficit)	  		  	 	(1,288,605	) 	 	 	207,333	 	
Non–controlling interest	  	25	  	 	(13,167	) 	 	 	(202,166	) 	
	  		  	 	 	 	 	 	 	 	
Total equity (Deficit)	  		  	 	(1,301,772	) 	 	 	5,167	 	
	  		  	 	 	 	 	 	 	 	
Total liabilities and equity (Deficit)	  		  	$	6,860,494	 	 	$	7,273,910	 	
	  		  	 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Consolidated Statement of Comprehensive Income
(In USD thousands, except per share data)

 
																	
 	  	 	 	  	For the year ended December 31,	 	
 	  	Notes	 	  	2020	 	 	2019	 	 	2018	 	
					
Operating revenue:	  				  				 				 				
Passenger	  				  	$	1,003,983	 	 	$	3,904,765	 	 	$	4,074,391	 	
Cargo and other	  				  	 	707,602	 	 	 	716,731	 	 	 	816,439	 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Total operating revenue	  	 	5, 27	 	  	 	1,711,585	 	 	 	4,621,496	 	 	 	4,890,830	 	
					
Operating expenses:	  				  				 				 				
Flight operations	  				  	 	42,167	 	 	 	75,713	 	 	 	153,615	 	
Aircraft fuel	  				  	 	335,612	 	 	 	1,204,058	 	 	 	1,213,411	 	
Ground operations	  				  	 	212,444	 	 	 	478,029	 	 	 	474,802	 	
Rentals	  	 	34	 	  	 	3,398	 	 	 	11,762	 	 	 	267,708	 	
Passenger services	  				  	 	41,816	 	 	 	176,454	 	 	 	188,713	 	
Maintenance and repairs	  				  	 	121,481	 	 	 	257,642	 	 	 	206,454	 	
Air traffic	  				  	 	90,202	 	 	 	278,987	 	 	 	269,631	 	
Selling expenses	  				  	 	169,281	 	 	 	500,160	 	 	 	530,930	 	
Salaries, wages and benefits	  				  	 	388,962	 	 	 	717,342	 	 	 	760,758	 	
Fees and other expenses	  	 	38	 	  	 	367,446	 	 	 	411,573	 	 	 	203,304	 	
Deconsolidation of subsidiary	  	 	1	 	  	 	26,221	 	 	 	—  	 	 	 	—  	 	
Depreciation and amortization	  	 	14,15	 	  	 	532,994	 	 	 	593,396	 	 	 	350,507	 	
Impairment	  	 	14	 	  	 	1,070	 	 	 	470,661	 	 	 	38,881	 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Total operating expenses	  				  	 	2,333,094	 	 	 	5,175,777	 	 	 	4,658,714	 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Operating (loss) profit	  				  	 	(621,509	) 	 	 	(554,281	) 	 	 	232,116	 	

Interest expense	  				  	 	(378,318	) 	 	 	(299,942	) 	 	 	(212,294	) 	
Interest income	  				  	 	4,406	 	 	 	9,041	 	 	 	10,115	 	
Derivative instruments	  				  	 	(3,063	) 	 	 	(2,164	) 	 	 	(260	) 	
Foreign exchange, net	  	 	3.c	 	  	 	(46,494	) 	 	 	(24,190	) 	 	 	(9,220	) 	
Equity method profit	  				  	 	274	 	 	 	1,524	 	 	 	899	 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
(Loss) profit before income tax	  				  	 	(1,044,704	) 	 	 	(870,012	) 	 	 	21,356	 	
					
Income tax expense – current	  				  	 	(49,378	) 	 	 	(26,475	) 	 	 	(27,151	) 	
(Expense) income tax income – deferred	  	 	32	 	  	 	(53	) 	 	 	2,492	 	 	 	6,938	 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Total income tax expense	  	 	32	 	  	 	(49,431	) 	 	 	(23,983	) 	 	 	(20,213	) 	

					
Net (loss) profit for the year	  				  	$	(1,094,135	) 	 	$	(893,995	) 	 	$	1,143	 	

Basic loss per share. (Expressed in dollars)	  	 	26	 	  				 				 				
Common stock	  				  	 	(1.09	) 	 	$	(0.92	) 	 	$	(0.03	) 	
Preferred stock	  				  	 	(1.09	) 	 	$	(0.92	) 	 	$	(0.03	) 	
 
See accompanying notes to consolidated financial statements
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Consolidated Statement of Comprehensive Income
(In USD thousands, except per share data)

 
																	
 	  	 	 	  	For the year ended December 31,	 	
 	  	Notes	 	  	2020	 	 	2019	 	 	2018	 	
					
Net (loss) income for the year	  				  	$	(1,094,135	) 	 	$	(893,995	) 	 	$	1,143	 	
Other comprehensive income (loss):	  				  				 				 				
Items that will not be reclassified to profit or loss in future periods:	  	 	24	 	  				 				 				
Revaluation (devaluation) of administrative property	  				  	 	1,074	 	 	 	2,761	 	 	 	(20,448	) 	
Remeasurements of defined benefit liability	  				  	 	(14,037	) 	 	 	(42,541	) 	 	 	(9,039	) 	
Income tax	  				  	 	(818	) 	 	 	441	 	 	 	(39	) 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
	  				  	 	(13,781	) 	 	 	(39,339	) 	 	 	(29,526	) 	
Items that will be reclassified to profit or loss in future periods:	  	 	24	 	  				 				 				
Effective portion of changes in fair value of hedging instruments	  				  	 	474	 	 	 	3,932	 	 	 	(13,701	) 	
Net change in fair value of financial assets with changes in OCI	  				  	 	503	 	 	 	1,205	 	 	 	(328	) 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
	  				  	 	977	 	 	 	5,137	 	 	 	(14,029	) 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Other comprehensive loss, net of income tax	  				  	 	(12,804	) 	 	 	(34,202	) 	 	 	(43,555	) 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Total comprehensive (loss) profit net of income tax	  				  	$	(1,106,939	) 	 	$	(928,197	) 	 	$	(42,412	) 	
					
(Loss) profit attributable to:	  				  				 				 				
Equity holders of the parent	  				  	 	(1,086,935	) 	 	 	(913,712	) 	 	 	(24,803	) 	
Non–controlling interest	  				  	 	(7,200	) 	 	 	19,717	 	 	 	25,946	 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) profit	  				  	$	(1,094,135	) 	 	$	(893,995	) 	 	$	1,143	 	

Total comprehensive (loss) income attributable to:	  				  				 				 				
Equity holders of the parent	  				  	$	(1,100,326	) 	 	$	(947,736	) 	 	$	(68,097	) 	
Non–controlling interest	  				  	 	(6,613	) 	 	 	19,539	 	 	 	25,685	 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Total comprehensive (loss) income	  				  	$	(1,106,939	) 	 	$	(928,197	) 	 	$	(42,412	) 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Consolidated Statement of Changes in Equity
(In USD thousands)

 
																																													
 	  	 	 	  	Common
Stock	 	  	Preferred
Stock	 	  	Additional paid-in
capital	 	  	Other comprehensive
income	 	 	Retained
(losses)
earnings	 	 	Equity
attributable to
owners of the
Company	 	 	Non-
controlling
interest	 	 	Total
equity	 	
 	  	Notes	 							  	Common
Stock	 	  	Preferred
Stock	 	  	OCI
Reserves	 	 	Revaluation	 													
Balance adjusted at January 1, 2018	  				  	$	82,600	 	  	$	42,023	 	  	$	234,567	 	  	$	469,273	 	  	$	(59,184	) 	 	$	58,382	 	 	$	446,398	 	 	$	1,274,059	 	 	$	(133,908	) 	 	$	1,140,151	 	
	  				  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net profit (loss)	  				  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	 	 	—  	 	 	 	(24,803	) 	 	 	(24,803	) 	 	 	25,946	 	 	 	1,143	 	
Other comprehensive income (loss)	  	 	24	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	(22,846	) 	 	 	(20,448	) 	 	 	—  	 	 	 	(43,294	) 	 	 	(261	) 	 	 	(43,555	) 	
Sale of subsidiaries	  	 	1	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(7,674	) 	 	 	(7,674	) 	
Dividends decreed	  	 	36	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	 	 	—  	 	 	 	(35,508	) 	 	 	(35,508	) 	 	 	(62,096	) 	 	 	(97,604	) 	
	  				  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2018	  				  	$	82,600	 	  	$	42,023	 	  	$	234,567	 	  	$	469,273	 	  	$	(82,030	) 	 	$	37,934	 	 	$	386,087	 	 	$	1,170,454	 	 	$	(177,993	) 	 	$	992,461	 	
	  				  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) profit	  				  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	 	 	—  	 	 	 	(913,712	) 	 	 	(913,712	) 	 	 	19,717	 	 	 	(893,995	) 	
Other comprehensive income (loss)	  	 	24	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	(36,785	) 	 	 	2,761	 	 	 	—  	 	 	 	(34,024	) 	 	 	(178	) 	 	 	(34,202	) 	
Sale of subsidiaries	  	 	1	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(7,712	) 	 	 	(7,712	) 	
Dividends decreed	  	 	36	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	 	 	—  	 	 	 	(15,385	) 	 	 	(15,385	) 	 	 	(36,000	) 	 	 	(51,385	) 	
	  				  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2019	  				  	$	82,600	 	  	$	42,023	 	  	$	234,567	 	  	$	469,273	 	  	$	(118,815	) 	 	$	40,695	 	 	$	(543,010	) 	 	$	207,333	 	 	$	(202,166	) 	 	$	5,167	 	
	  				  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net (loss) profit	  				  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	 	 	—  	 	 	 	(1,086,935	) 	 	 	(1,086,935	) 	 	 	(7,200	) 	 	 	(1,094,135	) 	
Other comprehensive income (loss)	  	 	24	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	(14,465	) 	 	 	1,074	 	 	 	—  	 	 	 	(13,391	) 	 	 	587	 	 	 	(12,804	) 	
Non-controlling interest increase	  	 	25	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	 	 	—  	 	 	 	(395,612	) 	 	 	(395,612	) 	 	 	195,612	 	 	 	(200,000	) 	
	  				  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2020	  				  	$	 82,600	 	  	$	 42,023	 	  	$	234,567	 	  	$	469,273	 	  	$	(133,280	) 	 	$	41,769	 	 	$	(2,025,557	) 	 	$	(1,288,605	) 	 	$	(13,167	) 	 	$	(1,301,772	) 	
	  				  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Consolidated Statement of Cash Flows
(In USD thousands)

 
																	
 	  	 	 	  	For the year ended December 31,	 	
 	  	Notes	 	  	2020	 	 	2019	 	 	2018	 	
					
Cash flows from operating activities:	  				  				 				 				
Net (loss) profit for the year	  				  	$	(1,094,135	) 	 	$	(893,995	) 	 	$	1,143	 	
Adjustments for:	  				  				 				 				
Provision net of expected credit losses	  	 	9	 	  	 	4,323	 	 	 	50,703	 	 	 	4,526	 	
Provision for expandable spare parts and suppliers obsolescence	  	 	11	 	  	 	(32	) 	 	 	2,075	 	 	 	(3,203	) 	
Provision (recovery) for return conditions, net	  	 	20	 	  	 	18,960	 	 	 	16,114	 	 	 	(27,092	) 	
Provisions (recovery) for legal claims, net	  	 	33	 	  	 	7,555	 	 	 	14,671	 	 	 	(2,973	) 	
Depreciation and amortization	  	 	14, 15	 	  	 	532,994	 	 	 	593,396	 	 	 	350,507	 	
Impairment of property and equipment	  	 	14	 	  	 	1,070	 	 	 	470,661	 	 	 	38,881	 	
Sale and leaseback transactions amortization	  				  	 	(43,844	) 	 	 	(5,399	) 	 	 	(4,747	) 	
Loss (gains) on disposal of assets	  				  	 	88,483	 	 	 	21,562	 	 	 	(16,081	) 	
Loss (gains) on sale or liquidation of subsidiary	  	 	1	 	  	 	26,221	 	 	 	5,487	 	 	 	(10,579	) 	
Fair value adjustment of financial instruments	  				  	 	3,063	 	 	 	2,164	 	 	 	260	 	
Interest income	  				  	 	(4,406	) 	 	 	(9,041	) 	 	 	(10,115	) 	
Interest expense	  				  	 	378,318	 	 	 	299,942	 	 	 	212,294	 	
Deferred tax	  	 	32	 	  	 	53	 	 	 	(2,492	) 	 	 	(6,938	) 	
Current tax	  	 	32	 	  	 	49,378	 	 	 	26,475	 	 	 	27,151	 	
Unrealized foreign currency loss (gain)	  				  	 	(10,070	) 	 	 	5,363	 	 	 	(32,569	) 	
Changes in:	  				  				 				 				
Accounts receivable	  				  	 	14,621	 	 	 	(10,565	) 	 	 	(103,998	) 	
Expendable spare parts and supplies	  				  	 	6,234	 	 	 	(3,150	) 	 	 	10,056	 	
Prepayments	  				  	 	26,541	 	 	 	30,404	 	 	 	(115	) 	
Net current tax	  				  	 	51,089	 	 	 	51,973	 	 	 	13,497	 	
Deposits and other assets	  				  	 	(4,400	) 	 	 	43,655	 	 	 	95,247	 	
Accounts payable and accrued expenses	  				  	 	(146,781	) 	 	 	(123,171	) 	 	 	249,901	 	
Air traffic liability	  				  	 	62,556	 	 	 	(86,731	) 	 	 	(36.569	) 	
Frequent flyer deferred revenue	  				  	 	35,015	 	 	 	(3,001	) 	 	 	37,719	 	
Provision for return conditions	  				  	 	(15,248	) 	 	 	(1,886	) 	 	 	(5,814	) 	
Employee benefits	  				  	 	(28,533	) 	 	 	(1,345	) 	 	 	(29,740	) 	
Income tax paid	 	  	 	(17,221	) 	 	 	(45,534	) 	 	 	(47,547	) 	
		  	 	 	 	 	 	 	 	 	 	 	 	
Net cash (used in) provided by operating activities	  				  	$	(58,196	) 	 	$	448,335	 	 	$	703,102	 	
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Consolidated Statement of Cash Flows
(In USD thousands)

 
																	
 	  	 	 	  	For the year ended December 31,	 	
 	  	Notes	 	  	2020	 	 	2019	 	 	2018	 	
					
Cash flows from investing activities:	  				  				 				 				
Restricted cash	  				  	 	(24,201	) 	 	 	4,558	 	 	 	378	 	
Interest received	  				  	 	4,387	 	 	 	9,619	 	 	 	9,871	 	
Advance payments on aircraft purchase contracts	  	 	14	 	  	 	—  	 	 	 	(21,324	) 	 	 	(111,711	) 	
Return of aircraft advances	  	 	14	 	  	 	50,004	 	 	 	30,312	 	 	 	—  	 	
Acquisition of property and equipment	  				  	 	(86,980	) 	 	 	(246,591	) 	 	 	(430,610	) 	
Proceeds from sale of property and equipment	  				  	 	325,649	 	 	 	233,035	 	 	 	132,369	 	
Redemption in certificates of bank deposits	  				  	 	12,339	 	 	 	11,866	 	 	 	4,640	 	
Acquisition of intangible assets	  	 	15	 	  	 	(43,764	) 	 	 	(29,129	) 	 	 	(116,635	) 	
Liquidation and sale of subsidiaries	  	 	1	 	  	 	(1,778	) 	 	 	(875	) 	 	 	18,000	 	
Acquisition of investments	  				  	 	—  	 	 	 	—  	 	 	 	(78	) 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) investing activities	  				  	$	235,656	 	 	$	(8,529	) 	 	$	(493,776	) 	
Cash flows from financing activities:	  				  				 				 				
Proceeds from loans and borrowings	  	 	17	 	  	 	944,580	 	 	 	616,555	 	 	 	303,640	 	
Transaction costs related to debt	  	 	17	 	  	 	(42,516	) 	 	 	(18,807	) 	 	 	—  	 	
Repayments of loans and borrowings	  	 	17	 	  	 	(350,848	) 	 	 	(637,740	) 	 	 	(483,473	) 	
Interest paid	  	 	17	 	  	 	(136,063	) 	 	 	(275,054	) 	 	 	(208,709	) 	
Sale & leaseback transactions	  				  	 	—  	 	 	 	—  	 	 	 	53,990	 	
Acquisition of non-controlling interest	  	 	25	 	  	 	(26,500	) 	 	 	—  	 	 	 	—  	 	
Dividends paid	  	 	36	 	  	 	—  	 	 	 	(14,057	) 	 	 	(35,508	) 	
Dividends paid to minority shareholding	  	 	36	 	  	 	—  	 	 	 	(36,000	) 	 	 	(56,096	) 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Net cash provided by (used in) financing activities	  				  	$	388,653	 	 	$	(365,103	) 	 	$	(426,156	) 	
Net increase (decrease) in cash and cash equivalents	  				  	 	566,113	 	 	 	74,703	 	 	 	(216,830	) 	
Effect of movements in exchange rates on cash held	  				  	 	2,554	 	 	 	(5,339	) 	 	 	(17,280	) 	
Cash on deconsolidation of subsidiary	  				  	 	—  	 	 	 	—  	 	 	 	(1,764	) 	
Cash and cash equivalents at beginning of year	  				  	 	342,472	 	 	 	273,108	 	 	 	508,982	 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents at end of year	  				  	$	911,139	 	 	$	342,472	 	 	$	273,108	 	
	  				  	 	 	 	 	 	 	 	 	 	 	 	
See accompanying notes to consolidated financial statements
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(1)	Reporting entity	
Avianca Holdings S.A. (the “Group” or “Avianca Holdings S.A.”), a Panamanian corporation whose registered address is at Calle Aquilino de la Guardia No. 8 IGRA Building, Panama City, Republic of Panama, was incorporated on October 5, 2009 under the name SK Holdings Limited in and under the laws of the Commonwealth of the Bahamas. Subsequently, the Company changed its corporate name as follows on March 10, 2010 to AviancaTaca Limited, on January 28, 2011 to AviancaTaca Holding, S.A and on March 3, 2011 changed its registered offices to Panama. In 2011, AviancaTaca listed its shares in the Bolsa de Valores de Colombia (“BVC”) and was listed as PFAVTA: CB. On March 21, 2013, the Company changed its legal name from AviancaTaca Holding S.A. to Avianca Holdings S.A. and its listing name to PFAVH: CB. On November 6, 2013, the Company listed its shares on the New York Stock Exchange (NYSE) and was list as AVH.
Synergy Aerospace Corp currently has the majority of the Group’s shareholding through BRW Aviation LLC, which is the Group’s direct controller. Since May 24, 2019, Kingsland Holdings Limited, through its ownership of ordinary shares of Avianca Holdings and authority to vote the ordinary shares of Avianca Holdings S.A. owned by BRW Aviation LLC, has effective control of Avianca.
Debtor in Possession
Avianca Holdings S.A. and certain of its subsidiary companies “the Debtors” filed, on May 10, 2020 and September 21, 2020 voluntary petitions under chapter 11 of the Bankruptcy Code (11 U.S.C. § 101, et. seq.) with the United States Bankruptcy Court for the Southern District of New York, which cases are being jointly administered under Case No. 20-11133 (MG). LifeMiles ™, Avianca’s loyalty program is administered by a separate company and is not part of the Chapter 11. Certain actions, including enforcement of claims against the Debtors that were in existence before the filing of the petitions are stayed while the Debtors continue their business operations as debtor-in-possession.
The Company currently operates as Debtor in Possession under the jurisdiction of the bankruptcy court and the provisions of the bankruptcy code. In general, as Debtor in Possession, the Company is authorized to continue operating as a going concern but cannot engage in transactions outside the ordinary course of its operation without prior court approval. The bankruptcy court guarantees some relief, among others, obligations to (i) employees, (ii) tax authorities, (iii) insurance companies, (iv) independent contractors for improvement projects, (v) foreign suppliers, (vi) other airlines under certain agreements, and (vii) certain suppliers considered critical to the operation of the Company.

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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The following are the significant subsidiaries in the Group included within these consolidated financial statements:

	Name of Subsidiary	  	Country of
Incorporation	  	Ownership
Interest%	 	
  				2020	 	 	2019	 		
Avianca Ecuador S.A.	  	Ecuador	  	 	99.62	% 	 	 	99.62	% 		
Aerovias del Continente Americano S.A. (Avianca)	  	Colombia	  	 	99.98	% 	 	 	99.98	% 		
Avianca, Inc.	  	U.S.	  	 	100	% 	 	 	100	% 		
Avianca Leasing, LLC.	  	U.S.	  	 	100	% 	 	 	100	% 		
Grupo Taca Holdings Limited.	  	Bahamas	  	 	100	% 	 	 	100	% 		
Latin Airways Corp.	  	Panamá	  	 	100	% 	 	 	100	% 		
LifeMiles Ltd.	  	Bermuda	  	 	89.90	% 	 	 	70	% 		
Avianca Costa Rica S.A.	  	Costa Rica	  	 	92.42	% 	 	 	92.42	% 		
Taca International Airlines, S.A.	  	El Salvador	  	 	96.83	% 	 	 	96.83	% 		
Tampa Cargo Logistics, Inc.	  	U.S.	  	 	100	% 	 	 	100	% 		
Tampa Cargo S.A.S.	  	Colombia	  	 	100	% 	 	 	100	% 		
Technical and Training Services, S.A. de C.V.	  	El Salvador	  	 	99	% 	 	 	99	% 		
Regional Express Américas S.A.S.	  	Colombia	  	 	100	% 	 	 	100	% 		
Vu–Marsat S.A.	  	Costa Rica	  	 	100	% 	 	 	100	% 		
The Group through its subsidiaries is a provider of domestic and international, passenger and cargo air transportation, both in the domestic markets of Colombia, Ecuador, Costa Rica and Nicaragua and international routes serving North, Central and South America, Europe, and the Caribbean. The Group has entered into a number of bilateral code share alliances with other airlines (whereby selected seats on one carrier’s flights can be marketed under the brand name and commercial code of the other), expanding travel choices to customers worldwide. Marketing alliances typically include joint frequent flyer program participation; coordination of reservations, ticketing, passenger check in and baggage handling; transfer of passenger and baggage at any point of connectivity, among others. The code-share agreements currently in place with other airlines include Air Canada, Aeromexico, United Airlines, Copa Airlines, Silver Airways, Iberia, Lufthansa, All Nippon Airways, Singapore Airlines, Eva Airways, Air China, Etihad Airways, Turkish Airlines, Air India, Azul Linhas Aéreas Brasileiras and GOL Linhas Aéreas Inteligentes, Avianca, Taca International (as well as Taca affiliates) and Avianca Ecuador are members of Star Alliance, which give customers access to destinations and services offered by Star Alliance network. Star Alliance members include several of the world’s most recognized airlines, including Lufthansa, United Airlines, Thai Airways, Air Canada, TAP, Singapore Airlines, among others, as well as smaller regional airlines. All of them are committed to meeting the highest standards in terms of security and customer service.
Cargo operations are carried out by our subsidiaries and affiliates, including Tampa Cargo S.A.S. with headquarters in Colombia and Aerotransporte de Carga Union S.A. de C.V. The Group also undertakes cargo operations through the use of hold space on passenger flights and dedicated freight aircraft. In certain of the airport hubs, the Group performs ground operations for third-party airlines. Additionally, an important part of the cargo business is carried by the companies that operate passenger air transportation.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The Group owns and operates a coalition loyalty program called LifeMiles (the “Program”), which is also the frequent flyer Program for the airline subsidiaries of AVH. LifeMiles sells loyalty currency (“Miles”) to its commercial partners and Program members, including to AVH airlines and other airline partners from the Star Alliance network, and collects incentive, fees from partners and members of the Program for certain transactions. These partners in turn use Miles to reward their customers, increasing loyalty for their brands. For instance, partner airlines reward passengers with Miles whenever they fly, financial partners reward cardholders with Miles when they spend with their credit cards, and retail partners reward customers with Miles when they purchase merchandise or other goods and services. Miles earned can be exchanged for flights with Avianca, airline members of Star Alliance and other air partners, as well as for other commercial partners’ products and services such as hotel nights, car rentals and retail merchandise, among other rewards.
Subsidiary liquidation
Parallel to its filing of Chapter 11 in the US, the group began the liquidation of its operations in Peru in accordance with local laws. For the year ended December 31, 2020, the Group made the decision to liquidate the subsidiary detailed below:
Avianca Perú S.A.
On December 31, 2020, the Group defined it will carry out the definitive liquidation of the assets and liabilities of Avianca Perú S.A., as a result of this transaction, the Group lost control and stopped consolidating the financial statements of Avianca Perú S.A. as of December 31, 2020.
The following is the summary of the movements in the consolidated financial statements due to the liquidation and the corresponding loss of control of Avianca Perú S.A.

 	  	Avianca
 Perú S.A.	 	
Cash amount in the company	  	$	1,778	 	
Amount of company assets, without cash	  	 	36,768	 	
Amount of liabilities in the company	  	 	(12,325	) 	
	  	 	 	 	
Total net assets of the subsidiary	  	 	26,221	 	
	  	 	 	 	
Loss on liquidation of subsidiary	  	$	26,221	 	
	  	 	 	 	
The total amount of cash from losing control of the subsidiaries is reported in the statement of net cash flows of cash and cash equivalents disposed of as part of said transaction for a net value of $ 1,778.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Sale of subsidiaries
For the years ended December 31, 2019 and 2018, the Group signed two sale agreements that are detailed below:
Turboprop Leasing Company and Aerotaxis La Costeña S.A.
On April 22, 2019, the Group through its subsidiaries Grupo Taca Holdings Limited (“GTH”) and Nicaragüense de Aviación S.A. (“NICA”) sold all GTH shares in Turboprop Leasing Company Ltd. (“Turbo”), and all NICA shares in Aerotaxis La Costeña S.A. (“La Costeña”), respectively, to Regional Airline Holding LLC (the “Buyer”).
As a result of the transaction, the Group lost control and ceased to consolidate the financial statements of Turboprop Leasing Company Ltd. and Aerotaxis La Costeña S.A. on May 31, 2019.
The following is the summary of the movements in the consolidated financial statements due to the sale and the corresponding loss of control of Turbo Leasing Company Ltd. and Aerotaxis La Costeña S.A.

 	  	Turboprop
Leasing
Company Ltd.	 	 	Aerotaxis La
Costeña S.A.	 	 	Total Sale	 	
Cash amount in the company	  	$	8,876	 	 	$	2,889	 	 	$	11,765	 	
Amount of company assets, without cash	  	 	28,632	 	 	 	6,928	 	 	 	35,560	 	
Amount of liabilities in the company	  	 	(19,507	) 	 	 	(3,729	) 	 	 	(23,236	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Total net assets of the subsidiary	  	 	18,001	 	 	 	6,088	 	 	 	24,089	 	
Noncontrolling interest	  	 	(5,769	) 	 	 	(1,943	) 	 	 	(7,712	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Participation of GTH / Nicaragüense de Aviación	  	$	12,232	 	 	$	4,145	 	 	$	16,377	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Consideration received in cash	  	 	6,425	 	 	 	4,465	 	 	 	10,890	 	
	  	 	 	 	 	 	 	 	 	 	 	 	
Loss / gain on sale of subsidiaries	  	$	 (5,807	) 	 	$	320	 	 	$	 (5,487	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	
The total amount of cash paid for losing control of the subsidiaries is reported in the statement of net cash flows of cash and cash equivalents disposed of as part of said transaction for a net payment of $ 875.
Getcom Int’l Investments SL
On December 28, 2018, Avianca Holdings signed an agreement for the sale and transfer of its stake and control in Getcom Int’l Investments SL, a company incorporated in Spain, to Seger Investments, Corp, a company domiciled in Panama, which already owned a 50% stake in Getcom Int’l Investments SL. In accordance with the terms of said agreement, the Company and the Buyer also made the sale on this date.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
As a result of the transaction, the Group lost control and stopped consolidating the financial statements of Getcom Int’l Investments S.L. on December 31, 2018.
The following is a summary of the movements in the financial statements due to the sale and the corresponding loss of control of Getcom Int’l Investments S.L:

Cash amount at Getcom Int’l Investments S.L.	  	$	1,764	 	
Amount of assets of Getcom Int’l Investments S.L., without cash	  	 	20,561	 	
Amount of liabilities at Getcom Int’l Investments S.L.	  	 	(6,980	) 	
	  	 	 	 	
Total net assets of the subsidiary	  	$	 15,345	 	
noncontrolling interest	  	 	(7,674	) 	
	  	 	 	 	
AVH participation	  	 	7,671	 	
	  	 	 	 	
Consideration Received:	  				
Part of the consideration consisting of cash	  	 	18,000	 	
Part of the consideration consisting of accounts receivable	  	 	250	 	
	  	 	 	 	
Fair value of the consideration received	  	$	18,250	 	
	  	 	 	 	
Gain on sale of subsidiary	  	$	10,579	 	
	  	 	 	 	
As of December 31, 2020, and 2019, Avianca Holdings S.A. had a total fleet consisting of:

 	  	December 31, 2020	 	  	December 31, 2019	 		
	Aircraft	  	Owned/
Financial
Lease	 	  	Operating
Lease
(1)	 	  	Total	 	  	Owned/
Financial
Lease	 	  	Operating
Lease	 	  	Total	 	
Airbus A-319	  	 	23	 	  	 	2	 	  	 	25	 	  	 	23	 	  	 	4	 	  	 	27	 		
Airbus A-320	  	 	22	 	  	 	33	 	  	 	55	 	  	 	31	 	  	 	26	 	  	 	57	 		
Airbus A-320 NEO	  	 	3	 	  	 	7	 	  	 	10	 	  	 	3	 	  	 	7	 	  	 	10	 		
Airbus A-321	  	 	5	 	  	 	6	 	  	 	11	 	  	 	7	 	  	 	6	 	  	 	13	 		
Airbus A-321 NEO	  	 	—  	 	  	 	2	 	  	 	2	 	  	 	—  	 	  	 	2	 	  	 	2	 		
Airbus A-330	  	 	1	 	  	 	6	 	  	 	7	 	  	 	3	 	  	 	7	 	  	 	10	 		
Airbus A-330F	  	 	6	 	  	 	—  	 	  	 	6	 	  	 	6	 	  	 	—  	 	  	 	6	 		
Airbus A-300F	  	 	3	 	  	 	—  	 	  	 	3	 	  	 	5	 	  	 	—  	 	  	 	5	 		
Boeing 787-8	  	 	8	 	  	 	5	 	  	 	13	 	  	 	8	 	  	 	5	 	  	 	13	 		
Boeing 787-9	  	 	—  	 	  	 	1	 	  	 	1	 	  	 	—  	 	  	 	1	 	  	 	1	 		
ATR-72	  	 	11	 	  	 	—  	 	  	 	11	 	  	 	15	 	  	 	—  	 	  	 	15	 		
Boeing 767F	  	 	2	 	  	 	—  	 	  	 	2	 	  	 	2	 	  	 	—  	 	  	 	2	 		
Embraer E-190	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	10	 	  	 	—  	 	  	 	10	 		
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 		
	  	 	84	 	  	 	62	 	  	 	146	 	  	 	113	 	  	 	58	 	  	 	171	 		

(1)	Operating leases increase from 2019 to 2020, due to the acquisition of operating aircraft under lease (Sale and Lease Back).	
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(2)	Basis of preparation of the consolidated financial statements	
 
 	(a)	Statement of compliance	
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) promulgated by the International Accounting Standards Board (“IASB”).
The consolidated financial statements of the group for the year ended December 31, 2020 were prepared and submitted by Management and authorized for issuing by Audit Committee on April 29, 2021.
 
 	(b)	Basis of measurement	
The consolidated financial statements have been prepared on a historical cost basis, except for, land and buildings (classified as administrative property), assets held for sale, derivative financial instruments and plan assets, which have been measured at fair value. The carrying values of recognized assets and liabilities that are designated as hedged items in cash flow for changes in fair value that would otherwise be carried at amortized cost are adjusted to recognize changes in the fair values attributable to the risks that are being hedged in effective hedge relationships.
 
 	(c)	Functional and presentation currency	
These consolidated financial statements are presented in US Dollars, which is also the parent company’s functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.
 
 	(d)	Use of estimates and judgments	
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. The evolution of COVID-19 and the chapter 11 proceedings generates uncertainty that could negatively affect our assumptions, for that reason the actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.
In preparing these consolidated financial statements, significant judgments were made by Management when applying the Group’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as of and for the year ended December 31, 2020. However, the current environment generates uncertainty and complexity in the estimates calculate.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The following are critical judgments used in applying accounting policies that may have the most significant effect on the amounts recognized in the consolidated financial statements:
 
 	•	 	Our situation related to Chapter 11 creates material uncertainties that may raise significant doubts about our ability to continue as a going concern. See note 2 (e).	
 
 	•	 	The Group operates certain aircraft under a financing structure which involves the creation of structured entities that acquire aircraft with bank and third–party financing. This relates to 75 aircraft from the A319, A320, A321, A330, A330F, ATR72, and B787 families.	
 
 	•	 	The Group has determined, based on the terms and conditions of the arrangements, that the Company controls these special purpose entities (“SPE”) and therefore, SPEs are consolidated by the Group and these aircraft are shown in the consolidated statement of financial position as part of Property and Equipment with the corresponding debt shown as a liability.	
The following assumptions and estimation uncertainties may have the most significant effect on the amounts recognized in the consolidated financial statements:
 
 	•	 	The Group recognizes revenue from tickets that are expected to expire without having been used based on historical data and experience, and the impact of COVID-19 in the future trend of use of tickets by passengers. To define the expected expiration, with the support of an independent third-party specialist, the administration must make estimates of the historical experience, which is an indication of the future behavior of the clients, analyzed by type of rate. As indicated by the accumulated data, the administration evaluates the historical data once a year or more frequently according to experience and makes the necessary adjustments.	
 
 	•	 	The Group believes that the tax positions taken are reasonable. However, tax authorities by audits proceedings may challenge the positions taken resulting in additional liabilities for taxes and interest that may become payable in future years. Tax positions involve careful judgment on the part of management and are reviewed and adjusted to account for changes in circumstances, such as lapse of applicable statutes of limitations, conclusions of tax audits, additional exposures derived from new legal issues or court decisions on a particular tax. The Group establishes provisions, based on their estimation on feasibility of a negative decision derived from an audit proceeding by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and different interpretations of tax regulations by the taxable entity and the responsible tax authority. Actual results could differ from estimates.	
 
 	•	 	Deferred tax assets are recognized for all unused tax losses and taxable temporary differences to the extent that it is probable that taxable profit will be available against which the deferred tax can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized and the tax rates used, based upon the likely timing and the level of future taxable profits together with future tax planning strategies, and the enacted tax rates in the jurisdictions in which the entity operates.	
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	•	 	The Group measures administrative land and buildings primarily in Bogota, Medellin, San Jose, and San Salvador at revalued amounts with changes in fair value being recognized in other comprehensive income (See note 14 y 24). The Group engaged independent valuation specialists to assists management in determine the fair value of these assets as of December 31, 2020. The valuation techniques used by these specialists require estimates about market conditions at the time of the report.	
 
 	•	 	The Group estimates useful lives and residual values of property and equipment, including fleet assets based on network plans and recoverable value. Useful lives and residual values area revaluated annually considering the latest fleet plans and business plan information. In the note 14 provides more information about the net book value of the property and equipment and their respective depreciation charges.	
 
 	•	 	The Group evaluates the carrying value of long-lived assets subject to amortization or depreciation whenever events or changes in circumstances indicate that an impairment may exist. For purposes of this testing, it’s realized by transportation and loyalty cash generating units. An impairment charge is recognized when the asset’s carrying value exceeds its value-in-use and its fair market value. The amount of the charge is the difference between the asset’s carrying value and fair market value.	
Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if events or circumstances indicate that the asset may be impaired.
 
 	•	 	The cost of defined benefit pension plans and other post–employment medical benefits and the present value of the pension obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions which may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexity of the valuation, the underlying assumptions and its long–term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.	
For determines the discount rate of the pension plans in Colombia, the management takes as a reference the rate of the bonds issued by the Colombian Government.
The mortality rate is based on publicly available mortality tables in Colombia. Future salary increases and pension increases are based on expected future inflation rates in Colombia.
 
 	•	 	The Group estimated the breakage of miles, supported by a third valuation specialist to assist management in this process. The Group considers the behavior of the members based on a segmentation into statistically homogeneous groups of members to be able to project future behaviors, and therefore is considered to be more robust in predicting redemption rates by segment and breakage estimates of the Program.	
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	•	 	The Group estimated a provision for expected credit losses based on informed and reasonable information about past events, present conditions and reasonable and justifiable forecasts regarding future economic conditions, considering credit risk, classification and late payment.	
 
 	•	 	The Group recognizes a provision in the balance sheet when a third-party account has a legal or implicit obligation as a result of a past event, and it is probable that an exit of liquidity benefits to the obligation is required. In relation to provisions for litigation, the main source of uncertainty is the time of the outcome of the process.	
 
 	•	 	Aircraft lease contracts establish certain conditions in which aircraft shall be returned to the lessor at the end of the contracts. To comply with return conditions, the Group incurs costs such as the payment to the lessor of a rate in accordance with the use of components through the term of the lease contract, payment of maintenance deposits to the lessor, or overhaul costs of components. In certain contracts, if the asset is returned in a better maintenance condition than the condition at which the asset was originally delivered, the Group is entitled to receive compensation from the lessor. The Group accrues a provision to comply with return conditions at the time the asset does not meet the return condition criteria based on the conditions of each lease contract. The recognition of return conditions require management to make estimates of the costs with third parties of return conditions and use inputs such as hours or cycles flown of major components, estimated hours or cycles at redelivery of major components, projected overhaul costs and overhaul dates of major components. At redelivery of aircraft, any difference between the provision recorded and actual costs is recognized in the result of the period.	
 
 	(e)	Avianca Holding Chapter 11 Filing, Insolvency of Avianca Peru and Going Concern	
Background
As a result of the adverse effects of COVID-19, which has resulted in a 90% decline in global passenger traffic and is expected to reduce industry revenues worldwide by $314 billion, according to the International Air Transport Association. Avianca’s scheduled passenger operations had been grounded since mid-March, reducing its consolidated revenue by over 63% and placing significant pressure on its cash reserves. In order to preserve and reorganize our businesses, Avianca Holdings S.A. and certain of its subsidiary companies filed, on May 10, 2020 and September 21, 2020, voluntary petitions under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York, which cases are being jointly administered under Case No. 20-11133 (MG). LifeMiles™, Avianca’s loyalty program, is administered by a separate company and is not part of the Chapter 11 filing.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Chapter 11 procedures and advisors
The Chapter 11 process is a well-established legal process in the United States of America that is recognized by many other countries around the world. The process is a temporary one that, allows a company to reorganize and complete a financial and operational restructuring under the supervision of the U.S. federal court system, while continuing its operations under the oversight of its board of directors and management team. Many companies, including airlines, have used the Chapter 11 process to reorganize their financial obligations and emerge as stronger organizations. Avianca itself underwent a Chapter 11 process in 2003 that allowed it to position itself for expansion in Latin America.
Through the Chapter 11 reorganization process, Avianca intends to:
 
 	•	 	Protect and preserve operations so Avianca can continue to operate and serve customers with safe and reliable air travel, under the strictest biosafety protocols, as COVID-19 travel restrictions are gradually lifted.	
 
 	•	 	Ensure connectivity and drive investment and tourism by continuing as Colombia’s flagship airline, serving over 50% of the domestic market in Colombia and providing essential nonstop service across South America, North America and European markets as well as continuing cargo operations, playing a key role in the economic recovery of Colombia and the Company’s other core markets following the COVID-19 pandemic.	
 
 	•	 	Preserve jobs in Colombia and other markets where the Company operates, with Avianca directly responsible for more than 14,500 jobs throughout Latin America, including more than 10,000 in Colombia, and working with more than 3,000 vendors.	
 
 	•	 	Restructure the Company’s balance sheet and obligations to enable Avianca to navigate the effects of the COVID-19 pandemic as well as comprehensively address liabilities, leases, aircraft orders and other commitments.	
As a consequence of our filing Chapter 11 petitions, our operations and our ability to develop and execute a business plan, as well as our continuation as a going concern, will be subject to the risks and uncertainties associated with bankruptcy.
These risks include our ability to:
 
 	•	 	maintain adequate cash on hand throughout the Chapter 11 process,	
 
 	•	 	generate cash flow from operations, which depends largely on factors beyond our control relating to developments deriving from the spread of COVID-19,	
 
 	•	 	confirm and consummate a plan of reorganization with respect to our Chapter 11 proceedings,	
 
 	•	 	obtain sufficient financing to allow us to emerge from bankruptcy and execute our business plan post-emergence, as well as comply with the terms and conditions of that financing,	
 
 	•	 	maintain relationships with our creditors, suppliers, service providers, customers, directors, officers, and employees,	
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	•	 	maintain contracts that are critical to our operations on reasonably acceptable terms and conditions, and	
 
 	•	 	bear the high costs of bankruptcy proceedings and related fees.	
Additionally, these risks include that:
 
 	•	 	counterparties may seek and obtain court approval to terminate contracts and other agreements with us,	
 
 	•	 	third parties that are outside the jurisdiction of the bankruptcy court to enforce their claims against the Debtors, either during the Chapter 11 cases or after their conclusion,	
 
 	•	 	the bankruptcy court may shorten the exclusivity period for us to propose and confirm a Chapter 11 plan appoint a Chapter 11 trustee (iii) convert the Chapter 11 proceedings to Chapter 7 liquidation proceedings or (iv) dismiss the Chapter 11 cases, and	
 
 	•	 	the actions and decisions of our creditors and other third parties who have interests in our Chapter 11 proceedings may be inconsistent with our plans.	
Any delays in our Chapter 11 proceedings increase the risks of our inability to reorganize our business and emerge from bankruptcy and may increase our costs associated with the reorganization process.
In connection with the Company’s reorganization proceedings pursuant to Chapter 11, the United States Trustee for Region Two appointed the following seven unsecured creditors as members of the Company’s Unsecured Creditors’ Committee (hereinafter the “Committee”): (i) La Caja de Auxilios y de Prestaciones de la Asociación Colombiana de Aviadores Civiles (Pension fund for the Colombian Association of Civil Aviators or CAXDAC); (ii) The Boeing Company; (iii) Puma Energy; (iv) SMBC Aviation Capital, Ltd. (v) KGAL Investment Management GmbH & Co KG; (vi) Delaware Trust Company; and (vii) the Colombian Association of Civil Aviators (Asociación Colombiana de Aviadores Civiles or “ACDAC”).
To best position Avianca to successfully complete the Chapter 11 process, the Company’s Board of Directors has retained world-class advisors, including Seabury Securities LLC and FTI Consulting, which are serving as financial advisors to Avianca, as well as Milbank LLP, Smith, Gambrell & Russell, LLP, Gómez-Pinzón Abogados and Urdaneta, Vélez, Pearl & Abdallah Abogados, which are serving as legal counsel. The Company’s Board of Directors has also been advised by Willis Towers Watson, an independent compensation consultant, regarding the Company’s compensation programs.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Chapter 11 Process
Chapter 11 filing
Avianca Holdings S.A. and certain of its subsidiary companies filed, on May 10, 2020 and September 21, 2020, voluntary petitions under chapter 11 of the Bankruptcy Code (11 U.S.C. § 101, et. seq.) with the United States Bankruptcy Court for the Southern District of New York.
The prepetition liabilities of the 39 companies under chapter 11 as of May 10, 2020, and its update as of December 31, 2020 are the following:

 	  	December 31,
2020	 	
Debt	  	 	4,200,663	 	
Accounts payable	  	 	261,126	 	
Accrued expenses	  	 	22	 	
Provisions for legal claims	  	 	18,107	 	
Provisions for return conditions	  	 	160,839	 	
Other liabilities	  	 	330	 	
	  	 	 	 	
	  	 	4,641,087	 	
	  	 	 	 	
The two companies included under Chapter 11 on September 21, 2020 do not present liabilities. See details of the obligations subject to commitment in each of the disclosure notes.
As a result of the filing of voluntary petitions on May 10, 2020, under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York, the ( “NYSE”) announced on May 11, 2020 that, as is standard practice, the NYSE suspended trading in the Company’s American Deposit Shares (the “ADSs”), each of which represents eight preferred shares of the company. On May 27, 2020, the (“NYSE”) submitted to the Securities and Exchange Commission the intention to withdraw ADSs from Avianca Holdings from listing and registering on the (“NYSE”) at the opening of operations on June 8, 2020, in accordance with the provisions of Rule 12d2-2 (b) because, in the opinion of the (“NYSE”), ADSs are considered not adequate to continue to be listed and traded on the (“NYSE”). On June 1, 2020, the Securities and Exchange Commission confirmed that the Company’s ADSs were deregistered under Section 12 (b) of the Securities Exchange Act of 1934.
On May 22, 2020, the Colombian Stock Exchange (“BVC”) notified the Company that: (i) the Company’s preferred shares continue to be listed on the BVC, (ii) the Company’s preferred shares remain ineligible for repo transactions and are inadmissible as collateral for margin calls on other types of transactions, and (iii) as of May 11, 2020, no futures or options contracts can be entered into with respect to Avianca’s preferred shares.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Motions filed on May 10, 2020 have been progressively approved by the United States Bankruptcy Court for the Southern District of New York at hearings on May 12, 2020, June 11, 2020, and July 14, 2020 Collectively, the orders issued by the Court at the hearing will help ensure that Avianca continues normal business operations throughout the reorganization process.
Operational motions
The Court granted initial relief to make payments of $ 300 million. The foregoing allowed Grupo Avianca Holdings S.A. protect employees and suppliers while continuing to serve customers. Avianca received authorization to:
 
 	•	 	Pay certain employee wages, compensation and benefit obligations owed from before the filing date, as well as to continue paying wages and honoring employee benefit programs in the normal course of business during its Chapter 11 cases.	
 
 	•	 	Maintain its network of customer programs throughout this process. Customers can continue to arrange travel and fly with Avianca in the same way they always have. Additionally, Avianca customers will continue to accrue miles when they fly with Avianca, and can continue to redeem miles earned through LifeMiles™ to purchase tickets with Avianca during this process; and,	
 
 	•	 	Honor various obligations owed to certain of its travel agency partners, vendors and suppliers from before the filing date. The Company will also continue to pay vendors and suppliers, as well as travel agency partners, in the ordinary course for goods and services provided on or after May 10, 2020.	
 
 	•	 	Pay accrued and ongoing prepetition taxes and fees, as well as insurance and surety bond obligations, as they come due in the ordinary course of business.	
Rejection of certain contracts
As debtor in the Chapter 11 cases, Avianca has the ability to reject burdensome executory contracts and unexpired leases. Upon commencement of the Chapter 11 cases, Avianca sought to reject the leases of 12 aircraft, which was approved at the hearing of June 11, 2020. The rejected aircraft correspond to 2 A330, 2 A319, 2 A320, 2 A321 and 4 ATR-72. (See note 14). As of December 31, 2020, and as a result of these rejections, the obligations with the lenders and lessors were extinguished and Avianca also lost control over the related assets, which led to the derecognition of the assets and liabilities associated with these aircraft.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
DIP Financing
On October 5, 2020, the U.S. Bankruptcy Court for the Southern District of New York approved Avianca Holdings S.A.’s debtor in possession (DIP) financing (the “DIP Order”) in an aggregate principal amount of up to approximately $1,992,191 – inclusive of outstanding debt that was refunded, refinanced and replaced (on a cashless basis), fees and discounts. The DIP financing consists of Tranche A loans and notes in an aggregate principal amount of up to $1,269,500 (corresponding to $881,000 of new money and the remaining $388,500 of roll-ups in respect of the New Bonds) and Tranche B notes in an aggregate principal amount of up to $722,918 (corresponding to $335,920 of new money and the remaining $388,500 of roll-ups in respect of the secured convertible loan agreement entered into with United Airlines Inc., Kingsland International Group S.A. and certain other investors and the convertible securities purchase agreement entered into with Citadel in December 2019 and January 2020). Further, Tranche A is composed by a sub-tranche A-2, consisting of a backstop commitment provided by certain lenders in an aggregate principal amount of $240,000 to allow for the eventual participation of one or more governments in the DIP financing.
Each of Avianca Holdings S.A.’s subsidiaries that are currently under Chapter 11 guarantee, on a joint and several basis, all of Avianca Holdings S.A.’s obligations. On October 13, 2020, the DIP financing agreements became effective and the initial disbursements thereunder took place, disclosed in note 17 to the consolidated financial statements.
As set forth in the DIP Order and the applicable agreements, the DIP financing agreements are collateralized by all of the assets and properties (whether tangible, intangible, real, personal or mixed) of Avianca Holdings S.A. and the guarantors (including pledges on Avianca Holdings S.A.’s equity in LifeMiles and its material subsidiaries such as those that conduct cargo operations, pledges on certain of the obligors’ intellectual property and control agreements in respect of certain of Avianca Holdings S.A.’s and its subsidiaries’ bank accounts).
The Company expects that the DIP financing will provide the Company necessary funds to support its operations through the Chapter 11 process.
Claims processing
On November 16, 2020, the United States Bankruptcy Court for the Southern District of New York granted the motion for a Claims Date (Bar Date) establishing January 20, 2021 (“The general deadline”) as the general deadline for each entity (including individuals, partnerships, joint venture agreement, trusts and government units) file proofs of claim against the Debtors. Government units had until February 5, 2021 (the “Deadline for Government Units”), to present evidence of claim.
Entities that have a claim against any of the Debtors arising from the rejection of successive performance contracts and leases in force, must present evidence of claim no later than (i) on the General Deadline Date, or (ii) the last of the date that is (a) thirty days after the date of entry of an order from the Bankruptcy Court authorizing the rejection of said contract or lease, or (b) the applicable rejection date (the “Deadline for Rejection Claims”).
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
In accordance with the Bar Date Order, if any of the Debtors modifies or complements its Annexes, the affected claimant must present its evidence of claim or rectify its evidence of claim already presented with respect to such modification of its Claim Prior to the Request in the Annex, no later than (a) on the General Deadline Date, or (b) within thirty days following the date on which the affected claimant is notified about the modification of the Annex, whichever is later “Deadline for Annexes Modified ”).
On May 10, 2020 (the “Petition Date”), Avianca Holdings SA (the “Company” or “Avianca”) and certain of its subsidiaries and affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”), in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”).
No assurance can be given as to the value, if any, that may be ascribed to the Debtors’ various pre-petition liabilities and other securities.
Under Section 365 and other relevant sections of the Bankruptcy Code, the Debtors may assume, assume and assign, or reject executory contracts and unexpired leases, including, without limitation, agreements relating to aircraft and aircraft engines (collectively, Aircraft Property) and leases of real property, subject to the approval of the Bankruptcy Court and certain other conditions.
In general, rejection of an executory contract or unexpired lease is treated as a prepetition breach of such contract or lease and, subject to certain exceptions, relieves the Debtors from performing their future obligations under such contract or lease. The contract counterparty or lessor, for its part, can assert a prepetition general unsecured claim for damages caused by such deemed breach. Generally, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing defaults under such executory contract or unexpired lease.
As of December 31, 2020, the Debtors had rejected twelve Aircraft leases relating to four ATR 72, four Airbus A320, two Airbus A321 and two Airbus A330, which have been returned to the respective lessor. The Debtors expect that liabilities subject to compromise and resolution in the Chapter 11 Cases will arise in the future as a result of damage claims resulting from the Debtors’ rejection of various executory contracts and unexpired leases. Due to the uncertain nature of many of the potential rejection claims, the magnitude of such claims is not reasonably estimable at this time. Such claims may be material. As of December 31, 2020, the Group have recorded in the financial statements the amounts for claims for which there was reasonable sufficient information to estimate the claim.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Dissolution of Avianca Peru
Parallel to your Chapter 11 filing in the US, Avianca began winding up its operations in Peru in accordance with local law. This decision supports essential correct sizing efforts and will allow Avianca to renew its focus on core markets by exiting its court-supervised reorganization.
Currently, the liquidation proceeding is in process of liquidating liabilities and assets of such entity. Such process is under the supervision of Estrategia Consultores S.A.C, the designated independent liquidator. Although the agreement of the General Shareholders’ Meeting has already been published, its registration in the Public Registry of Peru since July 08, 2020.
On May 27, 2020, the Bankruptcy Court of the Southern District of New York, in the best interest of Avianca, its creditors and other related parties, authorized the debtor companies to pay the labor obligations to the employees of Avianca Peru S.A., as well as any other cost associated with its liquidation up to a limit of $7 million related to the 906 employees of the Company. As of December 31, 2020, payments related to labor settlements were recognized to the employees of Avianca Perú S.A. for $8,773, the same that have been served with the Company’s own resources without even having to resort to requesting funds from the Bankruptcy Court of the Southern District of New York.
Going Concern
As a result of the adverse effects of COVID-19, the Group recognized a net loss after tax of $1,094,135 as of December 31, 2020 ($893,995 for the year ended December 31, 2019), that originated an equity deficit of $1,301,772; and the consolidated statement of financial position reflected an excess of current liabilities over current assets as of December 31, 2020 of $4,843,757 ($1,020,874 as of December 31, 2019) and excluding air traffic liability and frequent flyer deferred revenue of $4,282,560 as of December 31, 2020 ($495,580 as of December 31, 2019).
The administration currently implements among others the following measures under its chapter 11 process:
 
 	•	 	Cost savings and liquidity preservation measures, including temporary deferral of non-essential expenses and capital expenditures.	
 
 	•	 	Legal and financial advice for the development and implementation of the reorganization plan under chapter 11 laws and the appropriate decision-making under the current conditions, which includes rejection of contracts and flexibility of lease contracts to limit the consumption of cash in the restructuring period of the Group.	
 
 	•	 	Contract renegotiation with suppliers and lessors.	
 
 	•	 	Fleet simplification, in line with the protection granted under Chapter 11.	
 
 	•	 	Launching commercial strategies to re activate demand for Air services.	
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The gradual reactivation of our passenger operation, in addition to the execution of the company’s DIP financing, partially disbursed during the last quarter of 2020, have enabled the company to continue to implement its restructuring plan, focused on successfully emerging from Chapter 11 as a viable entity. However, our operations and our ability to develop and execute our business plan, renegotiate our liabilities at sustainable levels, as well as our continuation as a going concern, will be subject to the risks and uncertainties associated with the reorganization process under Chapter 11. Such risk implies a significant doubt about our ability to continue as a going concern and, therefore, the Group may not be able to realize its assets and settle the liabilities in the normal course of business.
These consolidated financial statements have been prepared on a going concern basis and do not include any adjustments to the carrying amounts or classification of reported assets, liabilities, and expenses, that would otherwise be necessary if the going concern assumption was not appropriate.
 
 	(3)	Significant accounting policies	
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements and have been applied consistently by all the Company’s entities of the Group, except in mentioned in the note 4.
 
 	(a)	Basis of consolidation	
Subsidiaries are entities controlled by Avianca Holdings S.A. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases, in accordance with IFRS 10. Control is established after assessing the Group’s ability to direct the relevant activities of the investee, its exposure and rights to variable returns, and its ability to use its power to affect the amount of the investee’s returns. The accounting policies of subsidiaries have been aligned when necessary with the policies adopted by the Group.
The consolidated financial statements also include 49 special purpose entities that relate primarily to the Group’s aircraft leasing activities. These special purpose entities are created in order to facilitate financing of aircraft with each SPE holding a single aircraft or asset. In addition, the consolidated financial statements include 72 entities that are mainly investment vehicles, personnel employers and service providers within the consolidated entities. The Group has consolidated these entities in accordance with IFRS 10.
When the sale of a subsidiary occurs and no percentage of participation is retained on it, the Group derecognizes the assets and liabilities of the subsidiary, the non-controlling interests and the other components of equity related to the subsidiary on the date on which it was sold. Any gain or loss resulting from the loss of control is recognized in the consolidated statement of comprehensive income.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
If the Group retains a percentage of participation in the subsidiary sold, and does not represent control, this is recognized at its fair value on the date when control is lost, the amounts previously recognized in other comprehensive income are accounted for as if the Group had directly disposed of the related assets and liabilities, which may cause these amounts to be reclassified to profit or loss. The retained percentage valued at its fair value is subsequently accounted for using the equity method.
 
 	(b)	Transactions eliminated on consolidation	
Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany transactions, are eliminated in preparing the consolidated financial statements. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
 
 	(c)	Foreign currency	
Foreign currency transactions
These consolidated financial statements are presented in US dollars, which is the Group’s functional currency.
Transactions in foreign currencies are initially recorded in the functional currency at the respective spot rate of exchange ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated to the spot rate of exchange ruling at the reporting date. All differences are recognized currently as an element of profit or loss. Non–monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the initial transaction. Non–monetary items measured at a revalued amount in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
Foreign operations
Assets and liabilities of foreign operations included in the consolidated statement of financial position are translated using the closing exchange rate on the date of the consolidated statement of financial position. The revenues and expenses of each income statement account are translated at quarterly average rates; and all the resultant exchange differences are shown as a separate component in other comprehensive income.
 
 	(d)	Business combinations	
Business combinations are accounted for using the acquisition method in accordance with IFRS 3 “Business Combinations”. The consideration for an acquisition is measured at acquisition date fair value of consideration transferred including the amount of any non–controlling interests in the acquire. Acquisition costs are expensed as incurred and included in administrative expenses.
When the Group acquires a business, it measures at fair value the financial assets acquired and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquire.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred to the seller, including the amount recognized for non–controlling interest over the fair value of identifiable assets acquired and liabilities assumed. If this consideration is less than the fair value of the net assets acquired, the difference is recognized as profit at the date of acquisition.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purposes of impairment testing, goodwill acquired is, from the acquisition date, allocated to each of the Group’s cash–generating units that are expected to benefit from the acquisition, irrespective of whether other assets or liabilities of the acquire are assigned to those units.
 
 	(e)	Revenue recognition	
Revenue is measured based on the consideration specified in a contract with a customer. The Group recognizes income when transferring control over the good or service to the customer. Below is information on the nature and timing of the satisfaction of performance obligations in contracts with customers.
 
 	(i)	Passenger and cargo transportation	
The Group recognizes revenues from passenger, cargo and other operating income in consolidated statements of comprehensive income. Revenues from passenger, which includes transportation, baggage fees, fares, and other associated ancillary income, is recognized when transportation is provided. Cargo revenues are recognized when the shipments are delivered. Other operating income is recognized as the related performance obligations are met.
The tickets and other revenues related to transportation that have not yet been provided are initially deferred and recorded as “Air traffic liability” in the consolidated statement of financial position, deferring the revenue recognition until the trip occurs. For trips that have more than one flight segment, the Group considers each segment as a separate performance obligation and recognizes the revenues of each segment as the trip takes place. Tickets sold by other airlines where the Group provides transportation are recognized as passenger income at the estimated value that will be billed to the other airline when the trip is provided.
Reimbursable tickets usually expire after one year from the date of issuance. Non-refundable tickets generally expire on the date of the intended trip, unless the date is extended by customer notification on or before the scheduled travel date. Rates for unused tickets that are expected to expire are recognized as revenue, based on historical data and experience, supported by a third valuation specialist to assist management in this process.
The Group periodically evaluates this liability and any significant adjustment is recorded in the consolidated statements of comprehensive income. These adjustments are mainly due to differences between actual events and circumstances such as historical sales rates and customer travel patterns that may result in refunds, changes or expiration of tickets that differ substantially from the estimates.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The Group evaluates its estimates and adjusts deferred revenue for unearned transportation and revenue for passenger transport when necessary.
The various taxes and fees calculated on the sale of tickets to customers are collected as an agent and sent to the tax authorities. The Group records a liability when taxes are collected and deregisters it when the government entity is paid.
 
 	(ii)	Loyalty program	
The Group has a frequent flyer program “LifeMiles”, that is managed by LifeMiles Ltd, a subsidiary of the Group which airlines buy lots of miles to be granted to member costumers of the program. The purpose of the program is designed to retain and increase travelers’ loyalty by offering incentives to travelers for their continued patronage. Under the LifeMiles program, miles are earned by flying on the Group’s airlines or its alliance partners and by using the services of program partners for such things as credit card use, hotel stays, car rentals, and other activities. Miles are also directly sold through different distribution channels. Miles earned can be exchanged for flights or other products or services from alliance partners.
The liabilities for the accumulated miles are recognized under “Frequent Flyer Deferred Revenue” (See note 22) until the miles are redeemed.
The Group recognizes the revenue for the redemption of miles at the time of the exchange of miles. They are calculated based on the number of miles redeemed in a given period multiplied by the cumulative weighted average yield (CWAY), which leads to the decrease of “ Frequent Flyer Deferred Revenue “.
Breakage estimates are reviewed every semester. If a change in the estimate is presented, the adjustments will be accounted for prospectively through the income, with an adjustment of “update” to the corresponding deferred income balances.
 
 	(f)	Income tax	
Income tax expense comprises current and deferred taxes and is accounted for in accordance with IAS 12 “Income Taxes”. They are recognized in results except to the extent that it relates to a business combination, or items recognized directly in equity or other comprehensive income.
 
 	(i)	Current income tax	
Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates taxable income.
Current income tax relating to items recognized directly in equity or in other comprehensive income recognized in the consolidated statement of changes in equity or consolidated statement of comprehensive income, respectively. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(ii)	Deferred income tax	
Deferred tax is recognized for temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets are recognized to the extent that is probable that the temporary differences, the carry forward of unused tax credits and any unused tax losses can be utilized, except:
 
 	•	 	Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.	
 
 	•	 	In respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.	
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax laws enacted or substantively enacted at the reporting date.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are re–assessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax relating to items recognized outside profit or loss is recognized in correlation to the underlying transaction either in OCI or directly in equity.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but the Group intends to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
 
 	(g)	Property and equipment	
 
 	(i)	Recognition and measurement	
Flight equipment, property and other equipment are measured at cost less accumulated depreciation and accumulated impairment losses in accordance with IAS 16 “Property, Plant and Equipment”.
Property, operating equipment, and improvements that are being built or developed for future use by the Group are recorded at cost as under–construction assets. When under–construction assets are ready for use, the accumulated cost is reclassified to the respective property and equipment category.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
An item of property and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Gain and losses on disposal of an item of flight equipment, property and equipment are determined by comparing the proceeds from disposal with the carrying amount.
 
 	(ii)	Subsequent costs	
The costs incurred for major maintenance of an aircraft’s fuselage and engines are capitalized and depreciated over the shorter period to the next scheduled maintenance or return of the asset. The depreciation rate is determined according to the asset’s expected useful life based on projected cycles and flight hours. Routine maintenance expenses of aircraft and engines are charged to income as incurred.
 
 	(iii)	Depreciation	
Depreciation is calculated over the depreciable amount, which is the cost of an asset less its residual value.
Depreciation is recognized in the consolidated statement of comprehensive income on a straight–line basis over the estimated useful lives of flight equipment, property and other equipment, since this method most closely reflects the expected pattern of consumption of the future economic benefits associated to the asset.
Rotable spare parts for flight equipment are depreciated on the straight–line method, using rates that allocate the cost of these assets over the estimated useful life of the related aircraft. Land is not depreciated.
Estimated useful lives are as follows:

 	  	Estimated useful life (years)	
Flight equipment:	  		
Aircraft	  	10 – 30	
Aircraft components and engines	  	Useful life of fleet associated with component or engines	
Aircraft major overhaul repairs	  	4 – 12	
Rotable parts	  	Useful life of fleet associated	
Leasehold improvements	  	Lesser of remaining lease term and estimated useful life of the leasehold improvement	
Administrative Property	  	20 – 50	
Vehicles	  	2 – 10	
Machinery and equipment	  	2 – 15	
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Residual values, amortization methods and useful lives of the assets are reviewed and adjusted, if appropriate, at each reporting date.
The carrying value of flight equipment, property and other equipment is reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable and the carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
The Group receives credits from manufacturers on acquisition of certain aircraft and engines that may be used for the payment of maintenance services, training, acquisition of spare parts and others. These credits are recorded as a reduction of the cost of acquisition of the related aircraft and engines and against other accounts receivable. These amounts are then charged to expense or recorded as an asset, when the credits are used to purchase additional goods or services. These credits are recorded within other liabilities in the consolidated statement of financial position when awarded by manufacturers.
 
 	(iv)	Revaluation and other reserves	
Administrative property in Bogota, Medellín, El Salvador, and San Jose is recorded at fair value less accumulated depreciation on buildings and impairment losses recognized at the date of revaluation. Valuations are performed with sufficient frequency to ensure that the fair value of a revalued asset does not differ materially from its carrying amount. A revaluation reserve is recorded in other comprehensive income and credited to the asset revaluation reserve in equity. However, to the extent that it reverses a revaluation deficit of the same asset previously recognized in profit or loss, the increase is recognized in profit and loss. A revaluation deficit is recognized in the other comprehensive income, except to the extent that it offsets an existing surplus on the same asset recognized in the asset revaluation reserve. Upon disposal, any revaluation reserve relating to the particular asset being sold is transferred to retained earnings.
 
 	(h)	Assets held for sale	
Non-current assets and groups of assets for disposal that are classified as held for sale are measured at the lower of their carrying amount or fair value less costs to sell. Non-current assets and groups of assets for disposal are classified as held for sale if their carrying amount will be recovered mainly through a sale transaction, rather than through continued use. This condition is considered fulfilled only when the sale is highly probable and the asset or group of assets for disposal are available, in their current conditions, for immediate sale. The administration must be committed to the sale, and it must be expected that the sale complies with the necessary requirements for its recognition as such, within the year following the date of classification.
Property and equipment and intangible assets, once classified as held for sale, are not subject to depreciation or amortization and both the assets and any liabilities directly associated with the assets held for sale is reclassified to current and disclosed in a separate line of the consolidated financial statement, when the criteria for having an assets as held for sale are no longer met, the Company reclassifies property and equipment for the lower value between:
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	1)	The carrying amount before the asset was classified as held for sale, adjusted for the depreciation that would have been recognized if it had not been classified as held for sale.	
 
 	2)	The recoverable amount on the date of the subsequent decision not to sell it.	
 
 	(i)	Leased assets	
 
 	(i)	Assets by right of use	
The Group recognizes the assets for right of use on the start date of the lease (that is, the date on which the underlying asset is available for use). The right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and are adjusted for any new measurement of lease liabilities. The cost of the assets with the right to use includes the amount of the recognized lease liabilities, the initial direct costs incurred, and the lease payments made on or before the start date, less the lease incentives received. The assets recognized by right of use are depreciated in a straight line during the shortest period of their estimated useful life and the term of the lease. The assets by right of use are subject to deterioration.
 
 	(ii)	Lease liabilities	
On the start date of the lease, the Group recognizes the lease liabilities measured at the present value of the lease payments that will be made during the term of the lease. Lease payments include fixed payments and variable lease payments that depend on an index or a rate.
Lease payments also include the price of a purchase option that the Group can reasonably exercise and penalty payments for terminating a lease.
Variable lease payments that do not depend on an index or a rate are recognized as an expense in the period in which the event or condition that triggers the payment occurs.
At the beginning of a contract, the Group assesses whether a contract is or contains a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an asset for a period of time in exchange for a consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.
At the commencement or modification of a contract that contains a lease component, the Group assigns the consideration in the contract to each lease component on the basis of their relative independent prices. However, for property leases the Group has chosen not to separate the non-lease components and to account for the lease and non-lease components as a single lease component.
 
 	(j)	Borrowing costs	
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets in accordance with IAS 23 “Borrowing Costs”. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(k)	Intangible assets	
Intangible assets acquired separately are initially measured at cost in accordance with IAS 38 “Intangible Assets”. The cost of intangible assets acquired in a business combination is their fair value as at the date of acquisition. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in the consolidated statement of comprehensive income in the year in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite lives are amortized over their useful economic lives and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or in the expected pattern of consumption of future economic benefits embodied in the asset are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the consolidated statement of comprehensive income within depreciation and amortization.
Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash–generating unit level, without exceeding a business segment. Impairment measurement is currently carried out at the level of the air transport segment. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains and losses arising from the de–recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the consolidated statement of comprehensive income when the asset is derecognized.
Goodwill is measured initially at cost, represented by the excess of the sum of the consideration transferred and the amount recognized for the non-controlling interest, with respect to the net of the identifiable assets acquired and the liabilities assumed. If this consideration is less than the fair value of the net assets acquired, the difference is recognized as a gain at the date of acquisition.
After initial recognition, Goodwill is measured at cost less any accumulated impairment loss. For the purpose of impairment tests, Goodwill acquired in a business combination is assigned, from the date of acquisition, to each company acquired and impairment measurement is carried out at the air segment level.
The Group’s intangible assets include the following:
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(i)	Software and webpages	
Acquired computer software licenses are capitalized on the basis of cost incurred to acquire, implement and bring the software into use. Costs associated with maintaining computer software programs are expensed as incurred. In case of development or improvement to systems that will generate probable future economic benefits, the Group capitalizes software development costs, including directly attributable expenditures on materials, labor, and other direct costs.
Acquired software cost is amortized on a straight-line basis over its useful life.
Licenses and software rights acquired by the Group have finite useful lives and are amortized on a straight–line basis over the term of the contract. Amortization expense is recognized in the consolidated statement of comprehensive income.
 
 	(ii)	Routes and trademarks	
Routes and trademarks are carried at cost, less any accumulated amortization and impairment. The useful life of intangible assets associated with routes and trademark rights are based on management’s assumptions of estimated future economic benefits. The intangible assets are amortized over their useful lives of between two and thirteen years. Certain routes and trademarks have indefinite useful lives and therefore are not amortized but tested for impairment at least at the end of each reporting period. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.
The Group expects to provide an indefinite service on the routes it has determined with an indefinite useful life and expects the support infrastructure to be maintained at those airports during the entire time that the routes exist. The analysis of demand and cash flows supports these assumptions because the facts and circumstances support the ability of the entity to continue providing air service indefinitely.
 
 	(iii)	Intangible assets associated with contractual rights and obligations	
The useful life of intangible assets associated with contract rights and obligations is based on the term of the contract and are carried at cost, less accumulated amortization and related impairment.
 
 	(iv)	Other intangible rights	
Contains projects related to technological developments to generate efficiencies in the operation. Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when the Group can demonstrate:
 
 	•	 	The technical feasibility of completing the intangible asset so that the asset will be available for use or sale	
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	•	 	Its intention to complete and its ability and intention to use or sell the asset	
 
 	•	 	How the asset will generate future economic benefits	
 
 	•	 	The availability of resources to complete the asset	
 
 	•	 	The ability to measure reliably the expenditure during development	
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete, and the asset is available for use. It is amortized over the period of expected future benefit. Amortization is recorded in cost of sales. During the period of development, the asset is tested for impairment annually.
 
 	(l)	Financial instruments – initial recognition, classification and subsequent measurement	
 
 	(i)	Financial assets	
Financial assets are classified in the initial recognition as follows:
 
 	•	 	Measured at amortized cost,	
 
 	•	 	At fair value through changes in other comprehensive income (OCI) and	
 
 	•	 	At fair value through profit or loss.	
The classification of financial assets in the initial recognition depends on the characteristics of the contractual cash flow of the financial asset and the Group’s business model for its administration. With the exception of commercial accounts receivable that do not contain a significant financing component, the Group initially measures a financial asset at its fair value plus, (in the case of a financial asset that does not obtain profit or loss), transaction costs. Commercial accounts receivable that do not contain a significant financing component are measured at the transaction price determined in accordance with IFRS 15.
For a financial asset to be classified and measured at amortized cost or at fair value through OCI, it must give rise to cash flows that are “only capital and interest payments (SPPI)” over the outstanding principal amount. This evaluation is known as the SPPI test and is performed at the instrument level.
The Group’s business model for the management of financial assets refers to how it manages its financial assets to generate cash flows. The business model determines whether cash flows will result from the collection of contractual cash flows, the sale of financial assets or both. Purchases or sales of financial assets that require the delivery of assets within a time frame established by regulation or convention in the market (regular operations), are recognized on the trading date, that is, the date on which the Group Commit to buy or sell the asset.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Subsequent measurement
For subsequent measurement purposes, financial assets are classified into four categories:
 
 	•	 	Financial assets at amortized cost (debt instruments)	
 
 	•	 	Financial assets at fair value through OCI with effect on accumulated gains and losses (debt instruments)	
 
 	•	 	Financial assets designated at fair value through OCI without effect on accumulated gains and losses upon derecognition (equity instruments)	
 
 	•	 	Financial assets at fair value through profit or loss	
Financial assets at amortized cost (debt instruments)
The Group measures financial assets at amortized cost if the following conditions are met:
 
 	•	 	The financial asset is maintained within a business model with the objective of maintaining financial assets in order to collect the contractual cash flows.	
 
 	•	 	The contractual terms of the financial asset give rise on specific dates to the cash flows that are only payments of the principal and interest on the principal amount pending payment.	
Financial assets at amortized cost are subsequently measured using the effective interest method (EIM) and are subject to impairment. Profits and losses are recognized in results when the asset is written off, modified or impaired.
The Group’s financial assets at amortized cost include trade accounts receivable, accounts receivable with related parties, accounts receivable from employees and other non-current financial assets.
Financial assets at fair value through OCI (debt instruments)
The Group measures debt instruments at fair value through OCI if the following conditions are met:
 
 	•	 	The financial asset is maintained within a commercial model with the objective of maintaining both to collect contractual cash flows and sell.	
 
 	•	 	The contractual terms of the financial asset give rise on specific dates to the cash flows that are only payments of the principal and interest on the principal amount pending payment.	
For debt instruments at fair value through OCI, interest income, exchange revaluation and impairment losses or reversals are recognized in the other comprehensive income and are calculated in the same manner as for financial assets measured at amortized cost. The remaining changes in fair value are recognized in OCI. After derecognition, the change in accumulated fair value recognized in OCI is recognized in profit or loss.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Financial assets designated at fair value through OCI (equity instruments)
After initial recognition, the Group may elect to irrevocably classify its capital investments as equity instruments designated at fair value through OCI when they meet the definition of equity under IAS 32 Financial Instruments. The classification is determined instrument by instrument.
Gains and losses on these financial assets are never recognized as gains or losses. Dividends are recognized as other income in the income statement when the right to payment has been established, except when the Group benefits from such income as a recovery of part of the cost of the financial asset, in which case such earnings are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment evaluation.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated at initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the short term. Derivatives, including embedded implicit derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not only capital and interest payments are classified and measured at fair value through profit or loss, regardless of the business model. Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair value through OCI, as described above, debt instruments can be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.
Financial assets at fair value through profit or loss are recorded in the statement of financial position, at fair value with net changes, recognized in the statement of comprehensive income.
This category includes derivatives and listed equity investments that the Group had not irrevocably chosen to be classified at fair value through OCI. Dividends on listed equity investments are also recognized as other income in the statement of comprehensive income when the right to payment has been established.
 
 	(ii)	Impairment of financial assets	
The Group recognizes a reserve for expected credit losses (ECL) for all debt instruments that are not held at fair value through profit or loss. The ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
For trade accounts receivable and contractual assets, the Group applies a simplified approach when calculating ECL. Therefore, the Group does not track changes in credit risk, but recognizes a loss adjustment based on ECL for life at each reporting date. The Group has established a provision matrix that is based on its historical experience of credit losses, adjusted by specific prospective factors for debtors and the economic environment.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized primarily when:
The rights to receive cash flows from the asset have expired
The Group has transferred its rights to receive cash flows from the asset or has assumed the obligation to pay the cash flows received in full without significant delay to a third party under a “transfer” agreement, and (a) the The Group has transferred substantially all the risks and benefits of the asset, or (b) the Group has not transferred or retained substantially all the risks and benefits of the asset, but has transferred control of the asset.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a transfer agreement, it evaluates whether and to what extent it has retained the risks and benefits of ownership. When it has not transferred or retained substantially all the risks and benefits of the asset, nor transferred control of the asset, the Group continues to recognize the asset transferred to the extent of its continued participation. In this case, the Group also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.
The continuous participation that takes the form of a guarantee on the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group may have to repay.
 
 	(iii)	Financial liabilities	
Financial liabilities are classified, on initial recognition, as financial liabilities at fair value through profit or loss, loans and debt, accounts payable, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are initially recognized at fair value and, in the case of loans and debt and accounts payable, net of directly attributable transaction costs.
The Group’s financial liabilities include trade accounts payable and other accounts payable, loans and debt, including bank overdrafts and derivative financial instruments.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated at initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the short term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in the hedging relationships defined by IFRS 9. Separate embedded derivatives are also classified as held for trading unless they are designated as equity instruments. effective coverage.
Gains or losses on liabilities held for trading are recognized in the consolidated statement of income.
The financial liabilities designated in the initial recognition at fair value through profit or loss are designated at the initial recognition date, and only if the criteria of IFRS 9 are met. The Group has not designated any financial liability at fair value with changes in results.
Loans carried at amortized cost
This is the most relevant category for the Group. After initial recognition, interest-bearing loans are subsequently measured at amortized cost using the effective interest method (EIM). Profits and losses are recognized in results when liabilities are derecognized in accounts, as well as through the EIM amortization process.
The amortized cost is calculated taking into account any discount or premium on the acquisition and the fees or costs that are an integral part of the EIM. The amortization of the EIM is included as financial costs in the income statement.
This category generally applies to loans and debt that accrue interest.
Derecognition financial instruments
Financial liability is derecognized when the obligation under the liability is canceled or expires. When an existing financial liability is replaced by another of the same lender in substantially different terms, or the terms of an existing liability are substantially modified, such exchange or modification is treated as the derecognition of the original liability and recognition of a new liability. The difference in the respective carrying amounts is recognized in the income statement.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(iv)	Compensation of financial assets and liabilities	
Financial assets and liabilities are offset and the net amount is recorded in the consolidated statements of financial position, if and only if, you have the legal right to offset the amounts recognized and there is an intention to cancel them on a net basis, or, to realize the assets and cancel the liabilities simultaneously.
 
 	(v)	Fair value of financial instruments	
The fair value of the financial instruments that are traded in the active markets on each reporting date is based on the prices quoted on the market (on the prices of purchase and sale prices on the stock exchange), not including deductions for transaction costs.
In the case of financial instruments that are not traded in active markets, fair value is determined using valuation techniques. Such techniques may include recent purchase and sale transactions at arm’s length prices, reference to the fair value of other basically identical financial instruments, an analysis of the discounted cash flow, or recourse to other valuation models.
Note 31 includes an analysis of the fair values of financial instruments and more details on how they are valued.
 
 	(vi)	Derivative financial instruments and hedge accounting	
The Group uses derivative financial instruments such as forward currency contracts, interest rate contracts and forward commodity contracts to hedge its foreign currency risks, interest rate risks and commodity price risks, respectively. Such derivative financial instruments are initially recognized at fair value on the date on which a derivative contract is entered into. Subsequent to initial recognition, derivatives are carried at fair value as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
Future contracts from commodities that are entered into and continue to be held for the purpose of the receipt or delivery of a non–financial item in accordance with the Group’s expected purchase, sale or usage requirements are held at cost.
Any gains or losses arising from changes in the fair value of derivatives are taken directly into the consolidated statement of comprehensive income, except for the effective portion of derivatives assigned as cash flow hedges, which is recognized in other comprehensive income.
Cash flow hedges
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The documentation includes identification of the hedging instrument, the hedged item or transaction, the nature of the risk being hedged and how the entity will assess the effectiveness of changes in the hedging instrument’s fair value in offsetting the exposure to changes in the hedged item’s cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting periods for which they were designated.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Cash flow hedges which meet the strict criteria for hedge accounting are accounted for as follows:
The effective portion of the gain or loss on the hedging instrument is recognized directly as other comprehensive income in the equity, while any ineffective portion of cash flow hedge related to operating and financing activities is recognized immediately in the consolidated statement of comprehensive income.
Amounts recognized as other comprehensive income are transferred to the consolidated statement of comprehensive income when the hedged transaction affects earnings, such as when the hedged financial income or financial expense is recognized or when a forecast sale occurs. Where the hedged item is the cost of a non–financial asset or non–financial liability, the amounts recognized as other comprehensive income are transferred to the initial carrying amount of the non–financial asset or liability.
If the forecast transaction or firm commitment is no longer expected to occur, the cumulative gain or loss previously recognized in equity is transferred to the consolidated statement of comprehensive income. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked, any cumulative gain or loss previously recognized in other comprehensive income remains in other comprehensive income until the forecast transaction or firm commitment affects profit or loss.
The Group uses forward currency contracts and cross currency swaps as hedges of its exposure to foreign currency risk in forecasted transactions and firm commitments, as well as forward commodity contracts for its exposure to volatility in the commodity prices. Refer to note 28 for more details.
Current versus non–current classification of derivatives instruments
Derivative instruments that are not designated as effective hedging instruments are classified as current or non–current or separated into a current and non–current portion based on an assessment of the facts and circumstances (i.e., the underlying contracted cash flows).
Where the Group will hold a derivative as an economic hedge (and does not apply hedge accounting) for a period beyond 12 months after the reporting date, the derivative is classified as non–current (or separated into current and non–current portions) consistent with the classification of the underlying item.
Derivative instruments that are designated as, and are effective hedging instruments, are classified consistently with the classification of the underlying hedged item. The derivative instrument is separated into a current portion and a non–current portion only if a reliable allocation can be made
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Embedded derivatives are separated from the host contract and accounted for separately if the economic characteristics and risks of the host contract and the embedded derivative are not closely related, a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at fair value through other comprehensive income.
 
 	(m)	Expendable spare parts and supplies	
Expendable spare parts relating to flight equipment are measured at the lower of average cost and net realizable value. Net realizable value is the estimated base stock cost reduced by the allowance for obsolescence. The valuation method used by the Group is weighted average.
 
 	(n)	Impairment of non–financial assets	
We review flight equipment and other long-lived assets used in operations for impairment losses when events and circumstances indicate the assets may be impaired. Factors which could be indicators of impairment include, but are not limited to, (1) a decision to permanently remove flight equipment or other long lived assets from operations, (2) significant changes in the estimated useful life, (3) significant changes in projected cash flows, (4) permanent and significant declines in fleet fair values and (5) changes to the regulatory environment. For long-lived assets held for sale, we discontinue depreciation and record impairment losses when the carrying amount of these assets is greater than the fair value less the cost to sell.
For purposes of this testing, the Group has identified the transportation business units and the loyalty program as the lowest level of identifiable cash flows. An impairment charge is recognized when the asset’s carrying value exceeds the greater value of its value-in-use or its fair market value. The amount of the charge is the difference between the asset’s carrying value and fair market value.
Goodwill and indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if events or circumstances indicate that the asset may be impaired. Goodwill and indefinite-lived assets are reviewed for impairment on an annual basis or on an interim basis whenever a triggering event occurs.
In 2020 due to the impact of COVID-19 and the Chapter 11 process it was necessary to perform an impairment test on non-financial assets and as a result no impairment record was required. See assumptions and book value in note 15.
 
 	(o)	Cash and cash equivalents	
Cash and cash equivalents in the consolidated statement of financial position comprise cash at banks and on hand and short–term deposits with original maturity of three months or less, which are subject to an insignificant risk of change in value.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short–term deposits as defined above, net of outstanding bank overdrafts, if any.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(p)	Maintenance deposits	
Maintenance deposits correspond to deposits paid to lessors based on cycles, flight hours, or fixed monthly amounts, depending on the specific nature of each provision. Rates used for the calculation and monthly amounts are specified in each lease agreement. The maintenance deposits paid to aircraft lessors are recorded within “Deposits and other assets” when they are susceptible for recovery, to the extent that such amounts are expected to be used to fund future maintenance activities. Deposits that are not probable of being used to fund future maintenance activities are expensed as incurred.
The maintenance deposits refer to payments made by the Group to leasing companies to be used in future aircraft and engine maintenance work. Management performs regular reviews of the recovery of maintenance deposits and believes that the values reflected in the consolidated statement of financial position are recoverable. These deposits are used to pay for maintenance performed and might be reimbursed to the Group after the execution of a qualifying maintenance service or when the leases are completed, according to the contractual conditions. Certain lease agreements establish that the existing deposits, in excess of maintenance costs are not refundable. Such excess occurs when the amounts used in future maintenance services are lower than the amounts deposited. Any excess amounts expected to be retained by the lessor upon the lease contract termination date, which are not considered material, are recognized as additional aircraft lease expense. Payments related to maintenance that the Group does not expect to perform are recognized when paid as additional rental expense. Some of the aircraft lease agreements do not require maintenance deposits.
 
 	(q)	Security deposits for aircraft and engines	
The Group must pay security deposits for certain aircraft and engine lease agreements. Reimbursable aircraft deposits are stated at cost.
Deposits that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables. Such assets are measured at amortized cost using the effective interest method, less any impairment. Interest income is recognized by applying the effective interest rate.
Deposits for guarantee and collateral are represented by amounts deposited with lessors, as required at the inception of the lease agreements. The deposits are typically denominated in U.S. Dollars, do not bear interest and are reimbursable to the Group upon termination of the agreements.
 
 	(r)	Provisions	
A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is more likely than not that an outflow of economic benefits will be required to settle the obligation in accordance with IAS 37 “Provisions, Contingent Liabilities and Contingent Assets”.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Provisions are set up for all legal claims related to lawsuits for which it is probable that an outflow of funds will be required to settle the legal claims obligation and a reasonable estimate can be made. The assessment of probability of loss includes assessing the available evidence, the hierarchy of laws, available case law, the most recent court decision and their relevance in the legal system, as well as the assessment of legal counsel.
If the effect of the time value of money is material, provisions are discounted using a current pre–tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a financial cost.
For certain operating leases, the Group is contractually obligated to return aircraft in a defined condition. The Group recognizes for restitution costs of the aircraft held under operating leases and accumulates them monthly during the term of the lease contract. Restitution costs are based on the net present value of the estimated average costs of returning the aircraft and are recognized in the consolidated statement of comprehensive income in “Maintenance and repairs”. These costs are reviewed annually and adjusted accordingly.
 
 	(s)	Employee benefits	
The Group sponsors defined benefit pension plans, which require contributions to be made to separately administered funds. The Group has also agreed to provide certain additional post–employment benefits to senior employees in Colombia. These benefits are unfunded. The cost of providing benefits under the defined benefit plans is determined separately for each plan using the projected unit credit cost method.
Actuarial gains and losses for defined benefit plans are recognized in full in the period in which they occur in other comprehensive income.
The defined benefit asset or liability comprises the present value of the defined benefit obligation (using a discount rate based on Colombian Government bonds), and less the fair value of plan assets out of which the obligations are to be settled. Plan assets are held by CAXDAC, nor can they be paid directly to the Group. Fair value is based on market price information and in the case of quoted securities on the published bid price. The value of any defined benefit asset recognized is restricted and the present value of any economic benefits available in the form of refunds from the plan or reductions in the future contributions to the plan.
Under IAS 19 (issued in June 2011 and amended in November 2013), the Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the net defined benefit liability (asset) at the beginning of the annual period. It takes into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. The net interest on the net defined benefit liability (asset) comprises:
 
 	-	Interest income on plan assets.	
 
 	-	Interest cost on the defined benefit obligation; and	
 
 	-	Interest on the effect of the asset ceiling	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Additionally, the Group offers the following employee benefits:
 
 	(i)	Defined contribution plans	
Obligations for contributions to defined contribution pension plans are recognized as an expense in the consolidated statement of comprehensive income when they are due.
 
 	(ii)	Termination benefits	
Termination benefits are recognized as an expense at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognizes any related restructuring costs.
 
 	(t)	Prepaid expenses	
 
 	(i)	Prepaid commissions	
Commissions paid for tickets sold are recorded as prepaid expenses and expensed when the tickets are used.
 
 	(ii)	Prepaid rent	
Prepaid rent for aircraft corresponds to prepaid contractual amounts that will be applied to future lease payments over a term of less than one year.
 
 	(u)	Interest income and interest expense	
Interest income comprises interest income on funds invested (including available–for–sale financial assets), changes in the fair value of financial assets at fair value through the consolidated statement of comprehensive income and gains on interest rate hedging instruments that are recognized in the consolidated statement of comprehensive income. Interest income is recognized as accrued in the consolidated statement of comprehensive income, using the effective interest rate method.
Interest expense comprises interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through the consolidated statement of comprehensive Income, and losses on interest rate hedging instruments that are recognized in the consolidated statement of comprehensive income. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in the consolidated statement of comprehensive income using the effective interest method.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(4)	New and amended standards and interpretations	
4.1 Amendments to IFRSs that are mandatorily effective for the current year
The Group has applied for the first time some standards and modifications to the standards, which were effective for the periods beginning on January 1, 2020. The Group has not applied any standard, interpretation or modification that has been issued but is not yet effective.
Amendments to IFRS 3: Definition of a Business
In October 2018, the IASB issued amendments to the definition of a business in IFRS 3 Business Combinations to help entities determine whether an acquired set of activities and assets is a business or not. They clarify the minimum requirements for a business, remove the assessment of whether market participants are capable of replacing any missing elements, add guidance to help entities assess whether an acquired process is substantive, narrow the definitions of a business and of outputs, and introduce an optional fair value concentration test. New illustrative examples were provided along with the amendments.
Since the amendments apply prospectively to transactions or other events that occur on or after the date of first application, the Group was not affected by these amendments on the date of application.
Amendments to IAS 1 and IAS 8: Definition of Material
In October 2018, the IASB issued amendments to IAS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to align the definition of ‘material’ across the standards and to clarify certain aspects of the definition. The new definition states that, ’Information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.’
The amendments to the definition of material do not have a significant impact on the Group’s consolidated financial statements.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
4.2 Standards issued but not yet effective
The Group has not applied the following new and revised IFRSs that are not yet effective:
IFRS 17 Insurance contracts
IFRS 17 is effective for reporting periods beginning on or after January 1, 2023, with comparative figures required. Early application is permitted, provided the entity also applies IFRS 9 and IFRS 15 on or before the date it first applies IFRS 17. This standard is not applicable to the Group.
Modifications are effective for the period beginning January 1, 2021:
IFRS 9—Financial Instruments, IFRS 7—Financial Instruments: Disclosure, IAS 39—Financial Instruments: Recognition and Measurement and Reform of the Reference Interest Rate Phase 2
The amendments are related to the modification of financial assets, financial liabilities and lease liabilities, specific hedge accounting requirements and disclosure requirements applying IFRS 7 to accompany the modifications related to modifications and hedge accounting:
 
 	•	 	Modification of financial assets and liabilities and lease liabilities. A practical file is introduced for the modifications by the reform, accounting for the updated effective interest rate.	
 
 	•	 	Hedging transactions (and related documentation) should be adjusted to reflect changes to the hedged item, the hedging instrument, and the hedged risk.	
 
 	•	 	Disclosures in order to allow users to understand the nature and scope of the risks arising from the IBOR reform to which the entity is exposed and how the entity manages these risks.	
IFRS 4 is also amended to require insurers that apply the temporary exemption from IFRS 9 to apply the amendment in accounting for the modifications directly required by the IBOR reform.
The modifications are effective globally for annual periods beginning on or after January 1, 2021 and will be applied retrospectively. Early application is allowed. Restatement of previous periods is not required. However, an entity may restate prior periods if, and only if, it is possible without the use of hindsight.
The following modifications are effective for the period beginning January 1, 2022:
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Classifications of Liabilities as Current or Non-Current (amendments to IAS 1)
 
 	•	 	Modifies the requirement to classify a liability as current, by establishing that a liability is classified as current when “it does not have the right at the end of the reporting period to defer the settlement of the liability for at least the following twelve months. at the date of the reporting period”.	
 
 	•	 	Clarifies in the added paragraph 72A that “the right of an entity to defer the settlement of a liability for at least twelve months after the reporting period must be substantial and, as paragraphs 73 to 75 illustrate, must exist at the end of the reporting period”.	
Reference to the Conceptual Framework (amendments to IFRS 3)
 
 	•	 	Modifications are made to the references to align them with the conceptual framework issued by the IASB in 2018 and incorporated into our legislation, in that sense the identifiable assets acquired and the liabilities assumed in a business combination, on the transaction date, will correspond to those that meet the definition of assets and liabilities described in the conceptual framework.	
 
 	•	 	Paragraphs 21A, 21B and 21C are incorporated regarding the exceptions to the recognition principle for liabilities and contingent liabilities within the scope of IAS 37 and IFRIC 21.	
 
 	•	 	Paragraph 23A is incorporated to define a contingent asset, and clarify that the acquirer in a business combination will not recognize a contingent asset on the acquisition date.	
Property, Plant and Equipment: Products Obtained Before Intended Use (amendments to IAS 16)
 
 	•	 	The modification deals with the costs directly attributable to the acquisition of the asset (which are part of the PPYE element) and refers to “the costs of checking that the asset works properly (that is, if the technical and physical performance of the asset it is such that it can be used in the production or supply of goods or services, to lease to third parties or for administrative purposes)”.	
 
 	•	 	Paragraph 20A states that the production of inventories, while the PPYE element is in the conditions foreseen by management, at the time of sale, will affect the results of the period, together with its corresponding cost.	
 
 	•	 	Any effect on its application will be made retroactively, but only to the elements of PPYE that are brought to the place and conditions necessary for them to operate in the manner foreseen by management from the beginning of the first period presented in the financial statements. in which the entity applies the modifications for the first time. The cumulative effect of the initial application of the amendments will be recognized as an adjustment to the opening balance of retained earnings (or other component of equity as appropriate) at the beginning of the first period presented.	
Onerous Contracts — Cost of Fulfillment of a Contract (amendments to IAS 37)
 
 	•	 	It is clarified that the cost of fulfilling a contract includes the costs directly related to the contract (the costs of direct labor and materials, and the allocation of costs directly related to the contract).	
 
 	•	 	The effect of applying the amendment will not restate the comparative information. Instead, the cumulative effect of the initial application of the amendments will be recognized as an adjustment to the opening balance of retained earnings or other component of equity, as appropriate, on the date of initial application.	
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Annual Improvements to IFRS Standards 2018–2020
 
 	•	 	Modification to IFRS 1. Subsidiary that adopts IFRS for the first time. Paragraph D13A of IFRS 1 is added, incorporating an exemption on subsidiaries that adopt the IFRS for the first time and take as balances in the opening statement of financial position the book amounts included in the financial statements of the parent (literal a of the paragraph D16 of IFRS 1) so that it can measure the accumulated exchange differences for conversion by the carrying amount of said item in the consolidated financial statements of the parent (also applies to associates and joint ventures).	
 
 	•	 	Amendment to IFRS 9. Fees in the “10% test” regarding the derecognition of financial liabilities. A text is added to paragraph B3.3.6 and B3.3.6A is added, it is special to clarify the recognition of the commissions paid (to the result if it is a cancellation of the liability, or as a lower value of the liability if it is not as a cancellation).	
 
 	•	 	Amendment to IAS 41. Taxes in fair value measurements. The phrase “nor tax flows” is eliminated from paragraph 22 of IAS 41, the reason for the above is because “before Annual Improvements to IFRS Standards 2018-2020, IAS 41 had required an entity to use the flows of cash before taxes when measuring fair value but did not require the use of a discount rate before taxes to discount those cash flows”. In this way, the requirements of IAS 41 are aligned with those of IFRS 13.	
 
 	•	 	Extension of the Temporary Exemption from the Application of IFRS 9 Paragraphs 20A, 20J and 20O of IFRS 4 are amended to allow the temporary exemption that allows, but does not require, the insurer to apply IAS 39.	
 
 	•	 	Financial Instruments: Recognition and Measurement instead of IFRS 9 for annual periods beginning before January 1, 2023 (because from that date there is a new international requirement contained in IFRS 17).	
 
 	(5)	Segment Information	
The Group reports information by segments as established in IFRS 8 “Operating segments”. The Group has two reportable segments, as follows:
 
 	•	 	Air transportation: Corresponds to passenger and cargo operating revenues on scheduled flights and freight transport, respectively.	
 
 	•	 	Loyalty: Corresponds to the coalition loyalty program, the frequent flyer program for the airline subsidiaries of Avianca Holdings S.A.	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The Board of Directors is the Chief Operating Decision Maker (CODM) and monitors the operating results of its reportable segment separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on statement of comprehensive income and is measured consistently with the Group’s consolidated financial statements.
The Group’s operational information by reportable segment for the year ended December 31, 2020 are as follows:

 	  	For the year ended December 31, 2020	 	
 	  	Air
transportation	 	  	Loyalty (1)	 	  	Eliminations	 	  	Consolidated	 	
Operating revenue: (2)	  				  				  				  				
External customers	  	$	1,566,546	 	  	$	145,039	 	  	$	—  	 	  	$	1,711,585	 	
Inter-segment	  	 	(102,770	) 	  	 	3,213	 	  	 	99,557	 	  	 	—  	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total operating revenue	  	$	1,463,776	 	  	$	148,252	 	  	$	99,557	 	  	$	1,711,585	 	
					
Operating expenses	  	 	1,582,249	 	  	 	117,432	 	  	 	99,349	 	  	 	1,799,030	 	
Depreciation, amortization and impairment	  	 	532,150	 	  	 	11,931	 	  	 	(10,017	) 	  	 	534,064	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Operating (loss) profit	  	 	(650,623	) 	  	 	18,889	 	  	 	10,225	 	  	 	(621,509	) 	

Interest expense	  	 	(352,421	) 	  	 	(25,897	) 	  	 	—  	 	  	 	(378,318	) 	
Interest income	  	 	2,904	 	  	 	1,502	 	  	 	—  	 	  	 	4,406	 	
Derivative instruments	  	 	(3,064	) 	  	 	1	 	  	 	—  	 	  	 	(3,063	) 	
Foreign exchange	  	 	(46,312	) 	  	 	(182	) 	  	 	—  	 	  	 	(46,494	) 	
Equity method	  	 	274	 	  	 	—  	 	  	 	—  	 	  	 	274	 	
Income tax expense	  	 	(49,387	) 	  	 	(44	) 	  	 	—  	 	  	 	(49,431	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net (loss) profit for the period	  	$	(1,098,629	) 	  	$	(5,731	) 	  	$	10,225	 	  	$	(1,094,135	) 	

Total Assets	  	$	6,757,269	 	  	$	226,391	 	  	$	(123,166	) 	  	$	6,860,494	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total Liabilities	  	$	7,289,684	 	  	$	891,841	 	  	$	(19,259	) 	  	$	8,162,266	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
The Group’s operational information by reportable segment for the year ended December 31, 2019 are as follows:

 	  	For the year ended December 31, 2019	 	
 	  	Air
transportation	 	  	Loyalty (1)	 	  	Eliminations	 	  	Consolidated	 	
Operating revenue: (2)	  				  				  				  				
External customers	  	$	4,284,901	 	  	$	336,595	 	  	$	—  	 	  	$	4,621,496	 	
Inter-segment	  	 	149,595	 	  	 	1,856	 	  	 	(151,451	) 	  	 	—  	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total operating revenue	  	$	4,434,496	 	  	$	338,451	 	  	$	(151,451	) 	  	$	4,621,496	 	
					
Operating expenses	  	 	4,067,372	 	  	 	196,116	 	  	 	(151,768	) 	  	 	4,111,720	 	
Depreciation, amortization and impairment	  	 	1,061,766	 	  	 	11,991	 	  	 	(9,700	) 	  	 	1,064,057	 	

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
																	
Operating (loss) profit	  	 	(694,642	) 	  	 	130,344	 	  	 	10,017	 	  	 	(554,281	) 	

Interest expense	  	 	(263,049	) 	  	 	(36,893	) 	  	 	—  	 	  	 	(299,942	) 	
Interest income	  	 	6,741	 	  	 	2,300	 	  	 	—  	 	  	 	9,041	 	
Derivative instruments	  	 	(1,892	) 	  	 	(272	) 	  	 	—  	 	  	 	(2,164	) 	
Foreign exchange	  	 	(24,117	) 	  	 	(73	) 	  	 	—  	 	  	 	(24,190	) 	
Equity method	  	 	1,524	 	  	 	—  	 	  	 	—  	 	  	 	1,524	 	
Income tax expense	  	 	(24,042	) 	  	 	59	 	  	 	—  	 	  	 	(23,983	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net (loss) profit for the period	  	$	(999,477	) 	  	$	95,465	 	  	$	10,017	 	  	$	(893,995	) 	

Total Assets	  	$	7,219,611	 	  	$	243,249	 	  	$	(188,950	) 	  	$	7,273,910	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total Liabilities	  	$	6,522,422	 	  	$	880,483	 	  	$	(134,162	) 	  	$	7,268,743	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
The Group’s operational information by segment reportable for the year ended December 31, 2018 are as follows:

 	  	For the year ended December 31, 2018	 	
 	  	Air
transportation	 	  	Loyalty (1)	 	  	Eliminations	 	  	Consolidated	 	
Operating revenue: (2)	  				  				  				  				
External customers	  	$	4,577,021	 	  	$	313,809	 	  	$	—  	 	  	$	4,890,830	 	
Inter-segment	  	 	148,882	 	  	 	1,867	 	  	 	(150,749	) 	  	 	—  	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total revenue	  	 	4,725,903	 	  	 	315,676	 	  	 	(150,749	) 	  	 	4,890,830	 	
					
Operating expenses	  	 	4,226,414	 	  	 	193,269	 	  	 	(150,357	) 	  	 	4,269,326	 	
Depreciation, amortization and impairment	  	 	388,960	 	  	 	12,976	 	  	 	(12,548	) 	  	 	389,388	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Operating profit	  	 	110,529	 	  	 	109,431	 	  	 	12,156	 	  	 	232,116	 	
					
Interest expense	  	 	(182,230	) 	  	 	(30,064	) 	  	 	—  	 	  	 	(212,294	) 	
Interest income	  	 	8,062	 	  	 	2,053	 	  	 	—  	 	  	 	10,115	 	
Derivative instruments	  	 	567	 	  	 	(827	) 	  	 	—  	 	  	 	(260	) 	
Foreign exchange	  	 	(9,238	) 	  	 	18	 	  	 	—  	 	  	 	(9,220	) 	
Equity method	  	 	899	 	  	 	—  	 	  	 	—  	 	  	 	899	 	
Income tax expense	  	 	(20,258	) 	  	 	45	 	  	 	—  	 	  	 	(20,213	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Net segment profit (loss) for the period	  	$	(91,669	) 	  	$	80,656	 	  	$	12,156	 	  	$	1,143	 	

Total Assets	  	$	7,098,272	 	  	$	248,937	 	  	$	(228,566	) 	  	$	7,118,643	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total Liabilities	  	$	5,426,718	 	  	$	862,834	 	  	$	(163,370	) 	  	$	6,126,182	 	

(1)	Loyalty revenue for redeemed miles is found in the entry of passengers revenue.	
(2)	The results, assets and liabilities allocated to the loyalty segment reportable correspond to those attributable directly to the subsidiary LifeMiles Corp., and exclude assets, liabilities, income and expenses of the loyalty program recognized in the Avianca Holdings Subsidiaries.	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Inter-segment revenues are eliminated upon consolidation and reflected in the “Eliminations” column.
The Group’s revenues by geographic area for the years ended December 31, 2020, 2019 and 2018 are as follows:

 	  	For the years ended December 31,	 	
 	  	2020	 	  	2019	 	  	2018	 	
United States of America	  	$	297.286	 	  	$	681,728	 	  	$	462,091	 	
Central America and the Caribbean	  	 	318.723	 	  	 	289,543	 	  	 	248,896	 	
Colombia	  	 	671.272	 	  	 	2,378,772	 	  	 	2,580,979	 	
South America (excluding Colombia)	  	 	366.290	 	  	 	754,574	 	  	 	732,586	 	
Other	  	 	58.014	 	  	 	516,879	 	  	 	866,278	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total operating revenue	  	$	1,711,585	 	  	$	4,621,496	 	  	$	4,890,830	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
The Group allocates revenues by geographic area based on the point of origin of the flight. Non-current assets are composed primarily of aircraft and aeronautical equipment, which are used throughout different countries and are therefore not assignable to any particular geographic area. Within the geographic areas presented there are no individually significant countries.
 
 	(6)	Seasonality	
As a consequence of the COVID-19 pandemic, the governments of Colombia and other countries in which we operate, have temporarily suspended international and some national passenger operations, as a result of these measures, this generated a decrease in passenger income compared to previous periods.
Normally, the results of operations for any interim period are not necessarily indicative of those for the entire year because the business is subject to seasonal fluctuations. These fluctuations are the result of high vacation and leisure demand occurring during the northern hemisphere’s summer season in the third quarter (principally in July and August) and again during the fourth quarter (principally in December). However, fluctuations in high holiday now demand will be affected by the gradual recovery of passenger confidence in the wake of the pandemic.
In addition, January is typically a month in which heavy air passenger demand occurs. The lowest levels of passenger traffic are concentrated in February, March, and May. Given the proportion of fixed costs, the Company and its subsidiaries expect that quarterly operating results to continue to fluctuate from quarter to quarter.
 
 	(7)	Financial risk management	
The Group has exposure to different risks from its use of financial instruments, namely, liquidity risk, commodity risk, foreign currency risk, interest rate risk, credit risk and capital risk management.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Board has established mechanisms for developing and monitoring the Group’s risk management policies. The Group’s risk management policies are established to identify and analyze the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.
 
 	(a)	Liquidity risk	
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity risk is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
Our primary sources of funds are cash provided by operations and cash provided by financing activities. Our primary uses of cash are for working capital, capital expenditures, operating leases and general corporate purposes. Historically, we have been able to fund our short-term capital needs with cash generated from our operations. Our long-term capital needs relate to aircraft purchases.
In March 2020, governments around the world, including those of the United States, Colombia and most Latin American countries, declared states of emergency due to the spread of COVID-19, and implemented measures to halt the spread of the virus including, enhanced screenings, quarantine requirements and severe travel restrictions.
These developments negatively impacted the demand for air travel and the company’s ability to maintain its passenger operation thus severely affecting the company’s ability to maintain adequate liquidity levels. In order to mitigate the described adverse effects, we temporarily reduced our domestic as well international capacity. In addition to reducing capacity, we implemented additional cost savings and liquidity preservation measures, including a suspension on hiring of new employees, implementation of voluntary unpaid leave of absence, which more than 14,000 employees took, and temporary deferral of labor contracts, non-essential expenses, capital expenditures, payments on long-term leases and payments of principal on certain financing obligations, as well as negotiations with key suppliers, strategic lenders and other creditors.
To protect and preserve the Group’s operations Avianca Holdings S.A. and certain of its affiliated entities filed voluntary petitions for chapter 11 relief under title 11 of the United States Code on May 10, 2020.
On October 5, 2020, the Group received approval from the U.S. Bankruptcy court for the Southern District of New York to access its debtor-in possession (DIP) financing totaling just over US $2.0 billion. The DIP financing – inclusive of rollups of existing debt and purchase loan consideration –consists of a US$ 1.27 billion Tranche A senior loan and a US$ 722 million Tranche B subordinated loan. The DIP financing includes US$ 1.217 billion of new funds consisting of US$ 881 million in Tranche A and US$ 336 million in Tranche B.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
As of December 31, 2020, a part of the bondholders joined the DIP financing as part of the debt restructuring and therefore a roll-up of US$219,600 bonds was carried out.
We believe that the above sources, including our DIP financing and cash flow generated from operating activities, are sufficient for our current working capital requirements.
The following are the contractual maturities of non-derivative financial liabilities, including estimated interest payments. The amounts under the “Years” columns represent the contractual undiscounted cash flows of each liability.
As of December 31, 2020

 	  	Years	 	
 	  	Carrying
amount	 	  	Contractual
cash flows	 	  	One	 	  	Two	 	  	Three	 	  	Four	 	  	Five and
thereafter	 	
								
Short–term borrowings	  	$	4,235,197	 	  	$	4,235,197	 	  	$	4,235,197	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	
Long–term Debt	  	 	292,503	 	  	 	375,007	 	  	 	69,564	 	  	 	305,443	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	
Bonds	  	 	352,011	 	  	 	352,011	 	  	 	352,011	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	
Use rights – IFRS 16	  	 	1,401,545	 	  	 	1,646,587	 	  	 	485,985	 	  	 	326,674	 	  	 	263,657	 	  	 	234,064	 	  	 	336,207	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total debt	  	 	6,281,256	 	  	 	6,608,802	 	  	 	5,142,757	 	  	 	632,117	 	  	 	263,657	 	  	 	234,064	 	  	 	336,207	 	
Accounts payable	  	 	506,256	 	  	 	506,256	 	  	 	489,031	 	  	 	17,225	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	
Accrued Expenses	  	 	16,448	 	  	 	16,448	 	  	 	16,448	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Contractual maturities	  	$	6,803,960	 	  	$	7,131,506	 	  	$	5,648,236	 	  	$	649,342	 	  	$	263,657	 	  	$	234,064	 	  	$	336,207	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
As of December 31, 2019

 	  	Years	 	
 	  	Carrying
amount	 	  	Contractual
cash flows	 	  	One	 	  	Two	 	  	Three	 	  	Four	 	  	Five and
thereafter	 	
Short–term borrowings	  	$	118,137	 	  	$	123,734	 	  	$	123,734	 	  	$	—  	 	  	$	—  	 	  	$	—  	 	  	$	—  	 	
Long–term Debt	  	 	3,008,412	 	  	 	3,640,008	 	  	 	554,021	 	  	 	540,615	 	  	 	853,756	 	  	 	612,874	 	  	 	1,078,742	 	
Bonds	  	 	531,244	 	  	 	698,436	 	  	 	105,022	 	  	 	43,598	 	  	 	43,598	 	  	 	506,218	 	  	 	—  	 	
Use rights – IFRS 16	  	 	1,198,530	 	  	 	1,321,871	 	  	 	264,510	 	  	 	246,759	 	  	 	234,094	 	  	 	206,367	 	  	 	370,141	 	
Debt – assets held for sale	  	 	490,458	 	  	 	490,458	 	  	 	490,458	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total debt	  	 	5,346,781	 	  	 	6,274,507	 	  	 	1,537,745	 	  	 	830,972	 	  	 	1,131,448	 	  	 	1,325,459	 	  	 	1,448,883	 	
Accounts payable	  	 	542,546	 	  	 	542,546	 	  	 	530,615	 	  	 	11,931	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	
Accrued Expenses	  	 	87,610	 	  	 	87,610	 	  	 	87,610	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Contractual maturities	  	$	5,976,937	 	  	$	6,904,663	 	  	$	2,155,970	 	  	$	842,903	 	  	$	1,131,448	 	  	$	1,325,459	 	  	$	1,448,883	 	

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(b)	Fuel price risk	
The Group maintains a commodity–price–risk management strategy that uses derivative instruments to minimize significant, unanticipated earnings fluctuations caused by commodity–price volatility. The operations of the Group require a significant volume of jet fuel purchases. Price fluctuations of oil, which are directly related with price fluctuations of jet fuel, cause market values of jet fuel to differ from its cost and cause the actual purchase price of jet fuel to differ from the anticipated price.
All such transactions are carried out within the guidelines set by the Risk Management Committee.
The Group enters into derivative financial instruments using heating oil and jet fuel to reduce the exposure to jet fuel price risks. Such financial instruments are deemed to be highly effective hedge because changes in their fair value are closely correlated with variations in jet fuel prices. The Group determines fair value of the contracts based on the notional future curves as observed in the market; gain or loss of hedge instruments are recognized directly in net equity, through other comprehensive income (OCI), based on Hedge Accounting procedures.
Sensitivity analysis
A change in 1% in jet fuel prices would have increased/decreased profit or loss for the years ended December 31, 2020, and 2019, by $3,255 and $12,041. This calculation assumes that the change occurred at the reporting date and had been applied to risk exposures existing at that date. This analysis assumes that all other variables remain constant and considers the effect of changes in jet fuel price and underlying hedging contracts. The analysis is performed on the same basis for 2019.
 
 	(c)	Foreign currency risk	
The foreign currency risk arises when the Group carries out transactions and maintains monetary assets and liabilities in currencies other than its functional currency.
The functional currency used by the Group to establish the prices of its services is the US dollar. The Group sells most of its services at prices equivalent to the US dollar and a large part of its expenses are denominated in US dollars or are indexed to that currency, particularly fuel costs, maintenance costs, aircraft leases, lease payments, aircraft, insurance and aircraft components and accessories. The remuneration expenses are denominated in local currencies.
The Group maintains its freight and passenger rates in US dollars. Although sales in domestic markets are made in local currencies, prices are indexed to the US dollar.
The loss in foreign currency is derived primarily from the depreciation of the Colombian Peso against the US Dollar. For the years ended December 31, 2020, 2019 and 2018, the Group recognized a net loss from currency exchanges of $(46,508), $(24,190) and $(9,220) respectively.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The summary quantitative data about the Group’s exposure to currency risk as reported to the management of the Group based on its risk management policy was as follows:

 	  	December 31, 2020	 	
 	  	USD	 	 	Colombian
Pesos	 	 	Euros	 	 	Mexican
Pesos	 	 	Argentinean
Pesos	 	 	Brazilian
Reals	 	 	Others	 	 	Total	 	
Cash and cash equivalents	  	$	855,733	 	 	$	33,968	 	 	$	14,299	 	 	$	21,985	 	 	$	1,883	 	 	$	1,478	 	 	$	6,092	 	 	$	935,438	 	
Trade and other receivables, net of expected credit losses	  	 	70,018	 	 	 	41,985	 	 	 	43,709	 	 	 	44,878	 	 	 	1,263	 	 	 	10,646	 	 	 	18,038	 	 	 	230,537	 	
Secured debt and bonds	  	 	(3,919,738	) 	 	 	(3,823	) 	 	 	(102,935	) 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(4,026,496	) 	
Unsecured debt	  	 	(173,632	) 	 	 	(535	) 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(174,167	) 	
Accrued expenses	  	 	(14,386	) 	 	 	(755	) 	 	 	(92	) 	 	 	—  	 	 	 	—  	 	 	 	(1,196	) 	 	 	(19	) 	 	 	(16,448	) 	
Accounts payable	  	 	(337,854	) 	 	 	(96,252	) 	 	 	(15,893	) 	 	 	(19,354	) 	 	 	(2,261	) 	 	 	(4,804	) 	 	 	(29,838	) 	 	 	(506,256	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net financial position exposure	  	$	(3519,859	) 	 	$	(25,412	) 	 	$	(60,912	) 	 	$	47,509	 	 	$	885	 	 	$	6,124	 	 	 	$(5,727	) 	 	 	$(3,557,392	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Sensitivity analysis	  				 				 				 				 				 				 				 				
Change forecast in exchange rate	  				 	 	(3.78	)% 	 	 	(8.19	)% 	 	 	(4.63	)% 	 	 	(22.32	)% 	 	 	(18.44	)% 	 				 				
Effect on profit of the year	  				 	$	960.57	 	 	$	4,988	 	 	$	(2,200	) 	 	$	(19,753	) 	 	$	(1,129	) 	 				 				
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
																																	
 	  	December 31, 2019	 	
 	  	USD	 	 	Colombian
Pesos	 	 	Euros	 	 	Mexican
Pesos	 	 	Argentinean
Pesos	 	 	Brazilian
Reals	 	 	Others	 	 	Total	 	
Cash and cash equivalents	  	$	209,139	 	 	$	87,382	 	 	$	15,111	 	 	$	4,789	 	 	$	11,045	 	 	$	—  	 	 	$	15,007	 	 	$	342,473	 	
Trade and other receivables, net of expected credit losses	  	 	137,692	 	 	 	1,474	 	 	 	81,982	 	 	 	8,591	 	 	 	6,637	 	 	 	17,764	 	 	 	5,499	 	 	 	259,639	 	
Secured debt and bonds	  	 	(4,554,328	) 	 	 	(16,285	) 	 	 	(120,055	) 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(4,690,668	) 	
Unsecured debt	  	 	(160,801	) 	 	 	(4,854	) 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(165,655	) 	
Debt – Assets held for sale	  	 	(449,340	) 	 	 	—  	 	 	 	(41,118	) 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	(490,458	) 	
Accrued expenses	  	 	(63,385	) 	 	 	(19,560	) 	 	 	(2,726	) 	 	 	(408	) 	 	 	—  	 	 	 	(1,531	) 	 	 	—  	 	 	 	(87,610	) 	
Accounts payable	  	 	(363,129	) 	 	 	(51,313	) 	 	 	(38,716	) 	 	 	(19,258	) 	 	 	—  	 	 	 	(17,437	) 	 	 	(52,693	) 	 	 	(542,546	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net financial position exposure	  	$	(5,244,152	) 	 	$	(3,156	) 	 	$	(105,522	) 	 	$	(6,286	) 	 	$	17,682	 	 	$	(1,204	) 	 	$	(32,187	) 	 	$	(5,374,825	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Sensitivity analysis	  				 				 				 				 				 				 				 				
Change forecast in exchange rate	  				 	 	(6.4	)% 	 	 	(0.045	)% 	 	 	(4.4	)% 	 	 	9.1	% 	 	 	2.6	% 	 				 				
Effect on profit of the year	  				 	$	201	 	 	$	(48	) 	 	$	279	 	 	$	1,617	 	 	$	(32	) 	 				 				
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Sensitivity analysis
The calculation assumes that the change occurred at the reporting date and had been applied to risk exposures existing at that date. This analysis assumes that all other variables remain constant and considers the effect of changes in the exchange rate, which is the rate that could materially affect the Group’s consolidated statement of comprehensive income.
 
 	(d)	Interest rate risk	
The Group incurs interest rate risk mainly on financial obligations with banks and aircraft lessors. These lease payments long-term lease payments at interest floating rates expose the Group to the cash flow risk. Interest rate risk is managed through a mix of fixed and floating rates on loans and lease agreements, combined with interest rate swaps.
The Group assesses interest rate risk by monitoring and identifying changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. The Group maintains risk management control systems to monitor interest rate risk attributable to both the Group’s outstanding or forecasted debt obligations.
At the reporting date the interest rate profile of the Group’s interest–bearing financial instruments is:

Carrying amount – asset/(liability)	  	December 31,
2020	 	  	December 31,
2019	 	
			
Fixed rate instruments	  				  				
Financial assets	  	$	678,720	 	  	$	272,013	 	
Financial liabilities	  	 	(2,675,990	) 	  	 	(4,421,351	) 	
Interest rate swaps	  	 	—  	 	  	 	471	 	
	  	 	 	 	  	 	 	 	
Total	  	$	(1,997,270	) 	  	$	(4,148,867	) 	
	  	 	 	 	  	 	 	 	
Floating rate instruments	  				  				
Financial assets	  	$	40,050	 	  	$	5,685	 	
Financial liabilities	  	 	(1,759,951	) 	  	 	(925,430	) 	
	  	 	 	 	  	 	 	 	
Total	  	$	(1,719,901	) 	  	$	(919,745	) 	

 	(e)	Credit risk	
Credit risk is the potential loss from a transaction in the event of default by the counterparty during the term of the transaction or on settlement of the transaction. Credit exposure is measured as the cost to replace existing transactions should a counterparty default.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
There are no significant concentrations of credit risk at the consolidated statement of financial position date. The maximum exposure to credit risk is represented by the carrying amount of each financial asset.
The Group conducts transactions with the following major types of counterparties:
 
 	•	 	Trade receivables, net of expected credit losses: The Group is not exposed to significant concentrations of credit risk since most accounts receivable arise from sales of airline tickets to individuals through travel agencies in various countries, including virtual agencies and other airlines. These receivables are short term in nature and are generally settled shortly after the sales are made through major credit card companies.	
Cargo–related receivables present a higher credit risk than passenger, sales given the nature of processing payment for these sales. The Group is continuing its implementation of measures to reduce this credit risk for example, by reducing the payment terms and affiliating cargo agencies to the IATA, Cargo Account Settlement Systems (“CASS”). CASS is designed to simplify the billing and settling of accounts between airlines and freight forwarders. It operates through an advanced global web–enabled e–billing solution.
 
 	•	 	Cash, cash equivalents and deposits with banks and financial institutions: In order to reduce counterparty risk and to ensure that the risk assumed is known and managed by the Company, investments are diversified among different banking institution (both local and international). The Group evaluates the credit standing of each counterparty and the levels of investment, based on (i) their credit rating, (ii) the equity size of the counterparty, and (iii) investment limits according to the Group level of liquidity. According to these three parameters, the Group chooses the most restrictive parameter of the previous three and based on this, establishes limits for operations with each counterparty.	
 
 	•	 	Foreign exchange transactions: The Group minimizes counterparty credit risk in derivative instruments by entering into transactions with counterparties with which the Group has signed “International Swaps and Derivatives Association Master Agreements”. Given their high credit ratings, management does not expect any counterparty to fail to meet its contractual obligations.	
 
 	(f)	Capital risk management	
The Group’s capital management policy is to maintain a sound capital base in order to safeguard the Group’s ability to continue as a going concern, and in doing so, face its current and long–term obligations, provide returns for its shareholders, and maintain an optimal capital structure to reduce the cost of capital. The Group monitors capital on the basis of the debt–to–capital ratio.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Following is a summary of the debt–to/capital ratio of the Group:

 	  	Notes	 	  	December 31,
2020	 	 	December 31,
2019	 	
Debt	  	 	17	 	  	$	6,281,256	 	 	$	5,346,781	 	
Less: cash and cash equivalents and restricted cash	  	 	8	 	  	 	(935,438	) 	 	 	(342,473	) 	
	  				  	 	 	 	 	 	 	 	
Total net debt	  				  	 	5,345,818	 	 	 	5,004,308	 	
Total equity (deficit)	  				  	 	(1,301,772	) 	 	 	5,167	 	
	  				  	 	 	 	 	 	 	 	
Total Capital	  				  	$	4,044,046	 	 	$	5,009,475	 	

Net debt–to–capital ratio	  				  	 	132	% 	 	 	100	% 	
As part of the Chapter 11 reorganization plan, the Group will submit to the Court the reorganization plan that will include the trading of liabilities at a sustainable level.
 
 	(g)	Fair value financial assets and liabilities	
The fair values of financial assets and liabilities, together with the carrying amounts shown in the consolidated statement of financial position as of December 31, 2020 are as follows:

 	  	 	 	  	December 31, 2020	 	
 	  	Notes	 	  	Carrying
amount	 	  	Fair value	 	
Financial assets	  				  				  				
Investments	  	 	13	 	  	$	42,919	 	  	$	42,919	 	
Plan assets	  	 	21	 	  	 	216,548	 	  	 	216,548	 	
	  				  	 	 	 	  	 	 	 	
	  				  	$	259,467	 	  	$	259,467	 	
	  				  	 	 	 	  	 	 	 	
Financial liabilities	  				  				  				
Short term borrowings and long–term debt	  	 	17	 	  	$	6.281.256	 	  	$	6,275,788	 	
Derivative instruments	  	 	28,29	 	  	 	2.697	 	  	 	2,697	 	
	  				  	 	 	 	  	 	 	 	
	  				  	$	6.283.953	 	  	$	6,278,485	 	
	  				  	 	 	 	  	 	 	 	
The fair values of financial assets and liabilities, together with the carrying amounts shown in the consolidated statement of financial position as of December 31, 2019 are as follows:

 	  	 	 	  	December 31, 2019	 	
 	  	Notes	 	  	Carrying
amount	 	  	Fair value	 	
Financial assets	  				  				  				
Investments	  	 	13	 	  	$	55,440	 	  	$	55,440	 	
Derivative instruments	  	 	28	 	  	 	536	 	  	 	536	 	
Plan assets	  	 	21	 	  	 	204,527	 	  	 	204,527	 	
	  				  	 	 	 	  	 	 	 	
	  				  	$	260,503	 	  	$	260,503	 	
	  				  	 	 	 	  	 	 	 	
Financial liabilities	  				  				  				
Short term borrowings and long–term debt	  	 	17	 	  	$	5,346,781	 	  	$	5,454,688	 	
Derivative instruments	  	 	28,29	 	  	 	1,289	 	  	 	1,289	 	
	  				  	 	 	 	  	 	 	 	
	  				  	$	5,348,070	 	  	$	5,455,977	 	

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The fair value of the financial assets and liabilities corresponds the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
Management assessed that cash and cash equivalents, account receivable, account payable and other current liabilities approximate their carrying amount largely due to the short–term maturities of these instruments.
 
 	(8)	Cash and cash equivalents and restricted cash	
Cash and cash equivalents and restricted cash as of December 31, 2020, and 2019 are as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Cash on hand and bank deposits	  	$	881,617	 	  	$	339,010	 	
Demand and term deposits (1)	  	 	29,522	 	  	 	3,462	 	
	  	 	 	 	  	 	 	 	
Cash and cash equivalents	  	 	911,139	 	  	 	342,472	 	
Restricted cash (2)	  	 	24,299	 	  	 	1	 	
	  	 	 	 	  	 	 	 	
Cash, cash equivalents and restricted cash	  	$	935,438	 	  	$	342,473	 	

(1)	As of December 31, 2020, and December 31, 2019, within the cash equivalents, there are demand and term deposits that amounted to $ 29,522 and $ 3,462, respectively. The use of term deposits depends on the cash requirements of the Group. As of December 31, 2020, term deposits accrue annual interest rates between 0.62% and 3.91% in Colombian pesos and between 3.54% and 5.38% in dollars. As of December 31, 2019, term deposits accrue annual interest rates between 3.61% and 5.21% in Colombian pesos and between 1.94% and 6.02% in dollars.	
(2)	As of December 31, 2020, the total restricted cash will hedge events or claims against the Group. These resources have not risk of change in value on the time and are not available for general use within the Group.	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(9)	Trade and other receivables	
Trade and other receivables as of December 31, 2020 and 2019 are as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Trade (1)	  	$	130,009	 	  	$	222,694	 	
Employee advances	  	 	3,835	 	  	 	3,267	 	
Other (2)	  	 	145,315	 	  	 	72,331	 	
	  	 	 	 	  	 	 	 	
	  	$	279,159	 	  	$	298,292	 	
Less provision for expected credit losses	  	 	(46,324	) 	  	 	(42,001	) 	
	  	 	 	 	  	 	 	 	
Total	  	$	232,835	 	  	$	256,291	 	
	  	 	 	 	  	 	 	 	
Net current	  	$	229,917	 	  	$	233,722	 	
Net non-current	  	 	2,918	 	  	 	22,569	 	
	  	 	 	 	  	 	 	 	
Total	  	$	232,835	 	  	$	256,291	 	
	  	 	 	 	  	 	 	 	
Trade receivables are non-interest bearing.
 
(1)	As of December 31, 2020, trade accounts receivable are mainly comprised of: $ 69,000 pertaining to pending deposits, $ 102,000 corresponding to debtors and $ 58,000 to other types of debtors. Its decrease is mainly due to the suspension of the operation.	
(2)	As of December 2020, corresponds mainly to accounts receivables to Chelsea Securities, S.A for $34,980, USAV Flow for $59,295, miles trust contract for $15,405, Rolls Royce for $11,423, Luis Montes de Oca for $2,770, Airbus for $1,397. As of December 2019, corresponds mainly to amounts charged to Chelsea Securities S.A. for $34.980.	
Changes during the year in the provision for expected credit losses for as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Balance at beginning of year	  	$	42,001	 	  	$	12,430	 	
Provision bad debt expense (1)	  	 	12,069	 	  	 	50,703	 	
Reversal against the allowance	  	 	(7,746	) 	  	 	(21,132	) 	
	  	 	 	 	  	 	 	 	
Total	  	$	46,324	 	  	$	42,001	 	

(1)	As December 31, 2019, includes impairment of the account receivable assigned by Grupo Aeromar SA of CV to Chelsea Securities, S.A., this account receivable is unsecured, originated in a potential investment of the Group in the Mexican market, a decision to the invest wasn’t approved ($34,980).	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The aging of trade receivables at the end of the reporting period is as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Neither past due nor impaired	  	$	76,894	 	  	$	129,732	 	
Past due 1–30 days	  	 	535	 	  	 	24,259	 	
Past due 31–90 days	  	 	13,168	 	  	 	16,896	 	
Past due 91 days	  	 	39,412	 	  	 	51,807	 	
	  	 	 	 	  	 	 	 	
Total trade	  	$	130,009	 	  	$	222,694	 	
Less provision for expected credit losses	  	 	(11,344	) 	  	 	(7,021	) 	
	  	 	 	 	  	 	 	 	
Trade receivables, net of expected credit losses	  	$	118,665	 	  	$	215,673	 	

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(10)	Balances and transactions with related parties	
The following is a summary of transactions and balances of related parties for the periods ended December 31, 2020 and 2019:

	Company	  	Country	 	  	December 31, 2020	 	  	December 31, 2019	 	
  					Receivables	 	  	Payables	 	  	Revenues	 	  	Expenses	 	  	Receivables	 	  	Payables	 	  	Revenues	 	  	Expenses	 		
OceanAir Linhas Aéreas. S.A.	  	 	Brasil	 	  	 	—  	 	  	 	1,994	 	  	 	124	 	  	 	2,653	 	  	 	2,906	 	  	 	2,178	 	  	 	6,988	 	  	 	26,712	 		
Opera Transporte y logística Integral S.A.S.	  	 	Colombia	 	  	 	—  	 	  	 	443	 	  	 	—  	 	  	 	3,329	 	  	 	—  	 	  	 	448	 	  	 	6	 	  	 	4,390	 		
Empresariales S.A.S.	  	 	Colombia	 	  	 	—  	 	  	 	279	 	  	 	—  	 	  	 	1,111	 	  	 	—  	 	  	 	475	 	  	 	—  	 	  	 	2,755	 		
Global Operadora Hotelera S.A.S	  	 	Colombia	 	  	 	3	 	  	 	4	 	  	 	2	 	  	 	90	 	  	 	4	 	  	 	368	 	  	 	6	 	  	 	2,532	 		
Corp Hotelera Internac.. S.A.	  	 	El Salvador	 	  	 	—  	 	  	 	62	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	131	 	  	 	—  	 	  	 	731	 		
Servicios Aéreos Nacionales S.A.	  	 	Costa Rica	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	180	 	  	 	104	 	  	 	213	 	  	 	—  	 		
Turbo Leasing Corp.	  	 	Bahamas	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	196	 	  	 	—  	 	  	 	196	 	  	 	—  	 		
Other	  				  	 	154	 	  	 	—  	 	  	 	—  	 	  	 	19	 	  	 	62	 	  	 	9	 	  	 	3	 	  	 	58	 		
	  				  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 		
Subtotal	  				  	$	157	 	  	$	2,782	 	  	$	126	 	  	$	7,202	 	  	$	3,348	 	  	$	3,713	 	  	$	7,412	 	  	$	37,178	 		

 	  	 	 	  	Receivables	 	  	Payables	 	  	 	 	  	 	 	  	Receivables	 	  	Payables	 	  	 	 	  	 	 		
Short–term	  				  	$	157	 	  	$	2,782	 	  				  				  	$	3,348	 	  	$	3,713	 	  				  					
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
On December 31, 2020, the Avianca Holdings S.A. Group settled the liabilities and assets of Avianca Perú S.A., as a result of this transaction, the Group lost control and stopped consolidating the financial statements of Avianca Perú S.A. as of December 31, 2020.
During the period, a provision for uncollectible accounts has been recognized, in with OceanAir Linhas Aéreas for $ 10,153 USD, ($ 7,627 USD in 2019), which corresponds mainly to aircraft rentals and interline loads.
The following is a description of the nature of the services provided by and for related parties. These transactions include:

	Related party	  		Nature of Services	
			
Hotelería Internacional S.A.
Global Operadora Hotelera S.A.S
Corporación Hotelera Internacional, S.A.	  	Accommodation services for crews and employees of the Companies.		
			
Empresariales S.A.S.	  	Transportation services for employees of Avianca, S.A.		
			
OceanAir Linhas Aéreas, S.A. – in judicial reorganization	  	On July 14, 2020, OceanAir was declared bankrupt.
 
All contracts to date are not in force given the current situation of OceanAir and are not being executed, therefore, Avianca sent OceanAir a notification of termination of the contracts, so there are no more commercial relationships between the companies.		
			
Opera Transporte y logística Integral SAS, before Transportadora del Meta S.A.S.	  	It provides Avianca, S.A. ground transportation services for cargo / courier shipments		
Key management personnel compensation expense
During the year ended December 31, 2020 and 2019 the short-term employee benefits for key management personnel are $24,393 and $22,402, respectively. The Group does not have any long-term benefits including post-employment benefits, defined contribution plan, termination benefits or other long-term benefits for the key management personnel.

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Following the detail for short-term compensation:

 	  	For the year ended
December 31,
2020	 	  	For the year ended
December 31,
2019	 	
Salaries	  	$	9,249	 	  	$	12,467	 	
Bonuses	  	 	9,731	 	  	 	6,658	 	
Social benefits	  	 	4,638	 	  	 	2,149	 	
Compensation	  	 	18	 	  	 	222	 	
Others	  	 	757	 	  	 	906	 	
	  	 	 	 	  	 	 	 	
Total	  	$	24,393	 	  	$	22,402	 	

 	(11)	Expendable spare parts and supplies, net of provision for obsolescence	
Expendable spare parts and supplies as of December 31, 2020 and 2019 are as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Expendable spare parts	  	$	73,502	 	  	$	79,427	 	
Supplies	  	 	7,931	 	  	 	8,907	 	
	  	 	 	 	  	 	 	 	
Total	  	$	81,433	 	  	$	88,334	 	
	  	 	 	 	  	 	 	 	
For the years ended December 31, 2020 and 2019 expendable spare parts and supplies in the amount of $35,638 and $63,229, respectively, were recognized as maintenance expense.
Changes during the year in the provision of obsolescence for expandable spare parts and suppliers as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Balance at beginning of year	  	$	5,330	 	  	$	 6,505	 	
Expense (reversal) for obsolete inventory	  	 	(32	) 	  	 	2,075	 	
Write-offs against the allowance	  	 	(820	) 	  	 	(3,250	) 	
	  	 	 	 	  	 	 	 	
Balance at end of year	  	$	4,478	 	  	$	 5,330	 	

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(12)	Prepayments	
As of December 31, 2020, and 2019 prepaid balances are as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Prepaid commissions (1)	  	$	19,408	 	  	$	41,727	 	
Prepaid compensations clients	  	 	1,870	 	  	 	13,768	 	
Premiums for insurance policies	  	 	10,241	 	  	 	4,716	 	
Other	  	 	4,728	 	  	 	8,801	 	
	  	 	 	 	  	 	 	 	
Total	  	$	36,247	 	  	$	69,012	 	

(1)	Advance payment made to IATA for service charges of airlines. This is mainly the case with Airlines that belong to Star Alliance for the accumulation of miles, use of VIP lounges and reservation systems, Travelport Global Distribution System B.V., Services of Bolivian Airports, S.A.	
 
 	(13)	Short term investments, deposits and other assets	
Short term investments, deposits and other assets as of December 31, 2020 and 2019 are as follows:

 	  	Notes	 	  	December 31,
2020	 	  	December 31,
2019	 	
Short term investments (1)	  				  	$	42,919	 	  	$	55,440	 	
	  				  	 	 	 	  	 	 	 	
Total	  				  	$	42,919	 	  	$	55,440	 	
	  				  	 	 	 	  	 	 	 	
Deposits and other assets – short term:	  				  				  				
Deposits with lessors (2)	  				  	$	19,944	 	  	$	11,963	 	
Guarantee deposits (3)	  				  	 	6,509	 	  	 	8,657	 	
Others (4)	  				  	 	11,091	 	  	 	18,030	 	
	  				  	 	 	 	  	 	 	 	
Subtotal	  				  	 	37,544	 	  	 	38,650	 	
Fair value of derivative instruments	  	 	31	 	  	 	—  	 	  	 	525	 	
	  				  	 	 	 	  	 	 	 	
Total	  				  	$	37,544	 	  	$	39,175	 	
	  				  	 	 	 	  	 	 	 	
Deposits and other assets – long term:	  				  				  				
Deposits with lessors (2)	  				  	$	41,098	 	  	$	35,374	 	
Long term investments	  				  	 	1,339	 	  	 	—  	 	
Guarantee deposits (3)	  				  	 	12,262	 	  	 	10,032	 	
Others (4)	  				  	 	848	 	  	 	8,657	 	
	  				  	 	 	 	  	 	 	 	
Subtotal	  				  	 	55,547	 	  	 	54,063	 	
Fair value of derivative instruments	  	 	31	 	  	 	—  	 	  	 	11	 	
	  				  	 	 	 	  	 	 	 	
Total	  				  	$	55,547	 	  	$	54,074	 	

(1)	The short-term classification corresponds to funds invested for terms of less than one year; Excess cash in treasury is invested in accordance with the Group’s Investment Policy. Otherwise they are classified as long term.	
(2)	Corresponds mainly to maintenance deposits in connection with leased aircraft. These deposits are applied to future maintenance event costs and are calculated on the basis of a performance measure, such as flight hours or cycles. They are specifically intended to guarantee maintenance events on leased aircraft.	
Maintenance deposits paid do not transfer the obligation to maintain aircraft or the costs associated with maintenance activities.

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
(3)	Corresponds mainly to amounts paid to suppliers in connections with leasehold of airport facilities, among other service agreements.	
(4)	Corresponds mainly to other security deposits, national tax refund titles and deferred charges and deferred charge.	
 
 	(14)	Property and equipment, net	
The main additions correspond to:
 
 	•	 	Flight equipment: The main additions during the year ended December 31, 2020, correspond to sale and lease back transactions of nine Airbus A320 aircraft for $197,707 (recognized as rights of use) with Avolon Aerospace Leasing Limited and $7,581 for additions of connectivity and densification projects. During the year ended December 31, 2019, the Group acquired three Airbus A320N aircraft for $33,500, $31,111, and $30,242 one Boeing 787-9 aircraft for $77,673 recognized as rights of use and one Airbus A300F aircraft, for $14.495.	
During 2020, aircraft are reclassified from assets held for sale to property and equipment, correspond to of the aircraft 2 A319, 3 A320, 2 A330, 1 A330F and 4 A321 for a total amount of $ 352,867. As the “highly probable sale” condition was not fulfilled, derived from the current situation of the airline industry caused by COVID-19. The carrying amount that was recognized as property and equipment correspond to recoverable amount.
The main disposals as of December 31, 2020, correspond to the following rejected aircraft leases, 2 A319, 2 A320, 2 A321, 2 A330, y 4 ATR-72 for a total amount of $221,866 due to the chapter 11 plan of reorganization. This motion was approved by the court on June 11, 2020, additionally $ 18,946 reflected in Disposals due to the replacement.
 
 	•	 	Capitalized maintenance: Additions reported for the year ended December 31, 2020 and 2019 correspond to major fuselage, train and APU repairs for $ 30,694 and $ 16,658 also to major engine repairs for $ 43,169 and $ 142,514, respectively.	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
As of December 31, 2020 and 2019, withdrawals are recognized for $ 18,726 and $ 6,745 for structural repair, respectively, and $ 104,766 and $ 104,886 for major repairs of Engines, OVH and LLP, respectively.
 
 	•	 	Reimbursement of predelivery payments: As of December 31, 2020, the Group suspended the capitalization of interest on PDP’S, mainly due to the cessation of advance payments to aircraft manufacturers. As of December 31, 2020, $ 19,794 was written off for PDPs, for future orders. As of December 31, 2019, the Group capitalized borrowing costs of $8,778 at an average interest rate of 7.01%.	
During 2020, the Group renegotiated aircraft purchase contracts for $ 58,548 of which $ 50,004 were received in cash, $ 4,329 was retained for future orders and $4,219 was to cross future predelivery payments. During the year ended December 31, 2019, the Group signed an aircraft purchase contract assignment, assigning 3 Boeing 787-9 aircraft to Valderrama Aviation Limited, for $ 90,312.
 
 	•	 	Administrative Property: As of December 31, 2020, additions are mainly recognized for improvements and adherence to the Crew Training building $ 2,567; $ 1,074 is recognized for revaluation. Avianca Holdings S.A.’s subsequent measurement policy is to revalue to recognize the fair value of land and buildings, which make up the property category. The fair values of properties are determined using comparable market methods. This means that the valuations made by the experts through the appraisals are based on market prices, adjusted according to individual characteristics, differences in nature, location or condition of the property.	
Impairment
In the year 2019, the impairment loss of $470,661 represented:
 
 	•	 	Impairment of fleet Embraer E-190 and Airbus $455,794: During the year 2019, due to the organizational transformation plan called “Avianca 2021”, the Group made the decision to sell 10 Embraer 190, 10 Airbus A318, 2 Airbus A319, 16 Airbus A320, 4 Airbus A321, 2 Airbus A330 and 1 Airbus A330F, in the search for greater fleet standardization, generating benefits and operational efficiencies. The carrying amount was lower than the fair value less to cost to sell, this was recognized in the consolidated statements of comprehensive income. Then we classified these assets to assets held for sale.	
 
 	•	 	Administrative properties: Impairment of administrative property located in Venezuela $14,867 taking into consideration the significantly high levels of inflation that exist in Venezuela and the volatility of foreign currency exchange rates resulting from continued political instability, we record the impairment charges of value of our five offices in Venezuela. As a result of these impairment charges, the remaining book value of these administrative properties is zero. In the year 2019 the process of intention to sell these offices was reactivated.	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	•	 	Others: The main additions during the year ended December 31, 2020 correspond to assets in progress $ 2,241, tools $ 3,644, computer and security equipment $ 1,673 and other non-aeronautical equipment $ 2,570.	
 
 	•	 	The main drops as of December 31, 2020 correspond to Ground support equipment and ramp $ 22,430, property improvements $ 13,397, tools and other equipment $ 5,624.	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Flight equipment, property and other equipment as of December 31, 2020, and 2019 is as follows:

 	  	Flight
Equipment	 	 	Capitalized
Maintenance	 	 	Rotable
Spare
parts	 	 	Reimbursement
of predelivery
payments	 	 	Administrative
property	 	  	Others	 	 	Total	 	
Gross:	  				 				 				 				 				  				 				
December 31, 2019	  	$	4,933,056	 	 	$	593,794	 	 	$	173,318	 	 	$	181,327	 	 	$	138,599	 	  	$	319,138	 	 	$	6,339,232	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Additions	  	 	205,289	 	 	 	73,863	 	 	 	6,812	 	 	 	10,118	 	 	 	2,567	 	  	 	11,153	 	 	 	309,803	 	
Disposals	  	 	(240,812	) 	 	 	(123,494	) 	 	 	(18,140	) 	 	 	(79,463	) 	 	 	—  	 	  	 	(41,451	) 	 	 	(503,360	) 	
Transfers	  	 	1,710	 	 	 	2,624	 	 	 	(4,301	) 	 	 	—  	 	 	 	414	 	  	 	(447	) 	 	 	—  	 	
Reclassification assets held for sale	  	 	352,867	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	  	 	—  	 	 	 	352,867	 	
Revaluation	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	1,074	 	  	 	—  	 	 	 	1,074	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
December 31, 2020	  	$	5,252,110	 	 	$	546,787	 	 	$	157,689	 	 	$	111,982	 	 	$	142,654	 	  	$	288,394	 	 	$	6,499,616	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Accumulated depreciation:	  				 				 				 				 				  				 				
December 31, 2019	  	$	945,220	 	 	$	225,973	 	 	$	47,277	 	 	$	—  	 	 	$	27,487	 	  	$	139,958	 	 	$	1,385,915	 	
Additions	  	 	358,400	 	 	 	88,666	 	 	 	7,307	 	 	 	—  	 	 	 	2,752	 	  	 	25,694	 	 	 	482,819	 	
Impairment	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	1,070	 	  	 	—  	 	 	 	1,070	 	
Disposals	  	 	(38,153	) 	 	 	(114,911	) 	 	 	(6,702	) 	 	 	—  	 	 	 	—  	 	  	 	(21,966	) 	 	 	(181,732	) 	
Transfers	  	 	(1,823	) 	 	 	2,624	 	 	 	(769	) 	 	 	—  	 	 	 	414	 	  	 	(446	) 	 	 	—  	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
December 31, 2020	  	$	1,263,644	 	 	$	202,352	 	 	$	47,113	 	 	$	—  	 	 	$	31,723	 	  	$	143,240	 	 	$	1,688,072	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Net:	  				 				 				 				 				  				 				
December 31, 2019	  	$	3,987,836	 	 	$	367,821	 	 	$	126,041	 	 	$	181,327	 	 	$	111,112	 	  	$	179,180	 	 	$	4,953,317	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
December 31, 2020	  	$	3,988,466	 	 	$	344,435	 	 	$	110,576	 	 	$	111,982	 	 	$	110,931	 	  	$	145,154	 	 	$	4,811,544	 	

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Flight equipment, property and other equipment as of December 31, 2019 and December 31, 2018 is as follows:

 	  	Flight
Equipment	 	 	Capitalized
Maintenance	 	 	Rotable
Spare
parts	 	 	Reimbursement
of predelivery
payments	 	 	Administrative
property	 	 	Others	 	 	Total	 	
Gross:	  				 				 				 				 				 				 				
December 31, 2018	  	$	5,244,160	 	 	$	791,004	 	 	$	225,841	 	 	$	260,000	 	 	$	135,838	 	 	$	263,433	 	 	$	6,920,276	 	
Adoption IFRS 16	  	 	1,010,200	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	69,533	 	 	 	1,079,733	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
January 1, 2019	  	$	6,254,360	 	 	$	791,004	 	 	$	225,841	 	 	$	260,000	 	 	$	135,838	 	 	$	332,966	 	 	$	8,000,009	 	
Additions	  	 	303,476	 	 	 	219,866	 	 	 	16,196	 	 	 	21,324	 	 	 	—  	 	 	 	38,198	 	 	 	599,060	 	
Disposals	  	 	(48,381	) 	 	 	(114,323	) 	 	 	(43,207	) 	 	 	(95,848	) 	 	 	—  	 	 	 	(46,583	) 	 	 	(348,342	) 	
Transfers	  	 	18,237	 	 	 	(8,554	) 	 	 	(5,228	) 	 	 	(4,149	) 	 	 	—  	 	 	 	(306	) 	 	 	—  	 	
Sale of subsidiaries	  	 	(31,270	) 	 	 	(5,424	) 	 	 	(198	) 	 	 	—  	 	 	 	—  	 	 	 	(2,739	) 	 	 	(39,631	) 	
Transfers to assets held for sale	  	 	(1,563,366	) 	 	 	(288,775	) 	 	 	(20,086	) 	 	 	—  	 	 	 	—  	 	 	 	(2,398	) 	 	 	(1,874,625	) 	
Revaluation	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	2,761	 	 	 	—  	 	 	 	2,761	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2019	  	$	4,933,056	 	 	$	593,794	 	 	$	173,318	 	 	$	181,327	 	 	$	138,599	 	 	$	319,138	 	 	$	6,339,232	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accumulated depreciation:	  				 				 				 				 				 				 				
December 31, 2018	  	$	1,028,191	 	 	$	364,976	 	 	$	57,238	 	 	$	—  	 	 	$	10,789	 	 	$	145,765	 	 	$	1,606,959	 	
Additions	  	 	341,699	 	 	 	157,572	 	 	 	20,047	 	 	 	—  	 	 	 	2,178	 	 	 	26,780	 	 	 	548,276	 	
Impairment	  	 	455,794	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	14,867	 	 	 	—  	 	 	 	470,661	 	
Disposals	  	 	(39,166	) 	 	 	(111,793	) 	 	 	(12,960	) 	 	 	—  	 	 	 	(347	) 	 	 	(28,396	) 	 	 	(192,662	) 	
Transfers	  	 	7,682	 	 	 	(6,985	) 	 	 	(637	) 	 	 	—  	 	 	 	—  	 	 	 	(60	) 	 	 	—  	 	
Sale of subsidiaries	  	 	(11,560	) 	 	 	(3,597	) 	 	 	(34	) 	 	 	—  	 	 	 	—  	 	 	 	(1,741	) 	 	 	(16,932	) 	
Transfers to assets held for sale	  	 	(837,420	) 	 	 	(174,200	) 	 	 	(16,377	) 	 	 	—  	 	 	 	—  	 	 	 	(2,390	) 	 	 	(1,030,387	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2019	  	$	945,220	 	 	$	225,973	 	 	$	47,277	 	 	$	—  	 	 	$	27,487	 	 	$	139,958	 	 	$	1,385,915	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net:	  				 				 				 				 				 				 				
December 31, 2018	  	$	4,215,969	 	 	$	426,028	 	 	$	168,603	 	 	$	260,000	 	 	$	125,049	 	 	$	117,668	 	 	$	5,313,317	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2019	  	$	3,987,836	 	 	$	367,821	 	 	$	126,041	 	 	$	181,327	 	 	$	111,112	 	 	$	179,180	 	 	$	4,953,317	 	

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(15)	Intangible assets and goodwill, net	
Intangible assets and goodwill, net of amortization as of December 31, 2020 and 2019 are follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Routes	  	$	29,707	 	  	$	31,911	 	
Trademarks	  	 	3,938	 	  	 	3,938	 	
Software and webpages	  	 	147,247	 	  	 	158,690	 	
Other intangible rights	  	 	—  	 	  	 	2,935	 	
	  	 	 	 	  	 	 	 	
Subtotal	  	 	180,892	 	  	 	197,474	 	
Goodwill	  	 	308,033	 	  	 	308,033	 	
	  	 	 	 	  	 	 	 	
Total Intangible Assets	  	$	488,925	 	  	$	505,507	 	

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The following is the detail of intangible assets as of December 31, 2020 and 2019:

 	  	Goodwill	 	  	Routes	 	  	Trade-
Marks	 	  	Software &
Webpages	 	 	Others	 	  	Total	 	
Cost:	  				  				  				  				 				  				
December 31, 2019	  	$	311,180	 	  	$	52,481	 	  	$	3,938	 	  	$	282,126	 	 	$	27,521	 	  	$	677,246	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Additions (1)	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	43,764	 	 	 	—  	 	  	 	43,764	 	
Disposals (1)	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	(10,171	) 	 	 	—  	 	  	 	(10,171	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
December 31, 2020	  	$	311,180	 	  	$	52,481	 	  	$	3,938	 	  	$	315,719	 	 	$	27,521	 	  	$	710,839	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Accumulated Amortization and Impairment Losses:	  				  				  				  				 				  				
December 31, 2019	  	$	3,147	 	  	$	20,570	 	  	$	—  	 	  	$	123,436	 	 	$	24,586	 	  	$	171,739	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Amortization for the year	  	 	—  	 	  	 	2,204	 	  	 	—  	 	  	 	45,036	 	 	 	2,935	 	  	 	50,175	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
December 31, 2020	  	$	3,147	 	  	$	22,774	 	  	 	—  	 	  	$	168,472	 	 	$	27,521	 	  	$	221,914	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Carrying Amounts:	  				  				  				  				 				  				
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
December 31, 2019	  	$	308,033	 	  	$	31,911	 	  	$	3,938	 	  	$	158,690	 	 	$	2,935	 	  	$	505,507	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
December 31, 2020	  	$	308,033	 	  	$	29,707	 	  	$	3,938	 	  	$	147,247	 	 	 	—  	 	  	$	488,925	 	

(1)	The main additions of other intangibles correspond to SAP project for $33,346, digital transformation project for $2,387, CRM project $2,179, Core System project $1,108, Software and webpages for $4,071. In relation to deconsolidation of Avianca Perú S.A. there is a disposal of $10,171.	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The following is the detail of intangible assets as of December 31, 2019 and 2018:

 	  	Goodwill	 	  	Routes	 	  	Trade-
Marks	 	 	Software &
Webpages	 	 	Others (1)	 	 	Total	 	
Cost:	  				  				  				 				 				 				
December 31, 2018	  	$	311,180	 	  	$	52,481	 	  	$	3,959	 	 	$	171,400	 	 	$	101,447	 	 	$	640,467	 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Additions (1)	  	 	—  	 	  	 	—  	 	  	 	—  	 	 	 	34,751	 	 	 	2,099	 	 	 	36,850	 	
Transfers	  	 	—  	 	  	 	—  	 	  	 	—  	 	 	 	76,025	 	 	 	(76,025	) 	 	 	—  	 	
Disposals	  	 	—  	 	  	 	—  	 	  	 	(21	) 	 	 	—  	 	 	 	—  	 	 	 	(21	) 	
Sale of subsidiaries	  	 	—  	 	  	 	—  	 	  	 	—  	 	 	 	(50	) 	 	 	—  	 	 	 	(50	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2019	  	$	311,180	 	  	$	52,481	 	  	$	3,938	 	 	$	282,126	 	 	$	27,521	 	 	$	677,246	 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accumulated Amortization and Impairment Losses:	  				  				  				 				 				 				
December 31, 2018	  	$	3,147	 	  	$	18,182	 	  	$	—  	 	 	$	86,930	 	 	$	18,405	 	 	$	126,664	 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Amortization for the year	  	 	—  	 	  	 	2,388	 	  	 	—  	 	 	 	36,551	 	 	 	6,181	 	 	 	45,120	 	
Sale of subsidiaries	  	 	—  	 	  	 	—  	 	  	 	—  	 	 	 	(45	) 	 	 	—  	 	 	 	(45	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2019	  	$	3,147	 	  	$	20,570	 	  	$	—  	 	 	$	123,436	 	 	$	24,586	 	 	$	171,739	 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Carrying Amounts:	  				  				  				 				 				 				
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2018	  	$	308,033	 	  	$	34,299	 	  	$	3,959	 	 	$	84,470	 	 	$	83,042	 	 	$	513,803	 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
December 31, 2019	  	$	308,033	 	  	$	31,911	 	  	$	3,938	 	 	$	158,690	 	 	$	2,935	 	 	$	505,507	 	

(1)	The main acquisitions of other intangibles correspond to digital transformation project for $ 28,567, the SAP project for $17,566, J2C project for $ 13,056, SOC Project for $ 8,848 and CRM project 5,936.	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
(15.1) Goodwill and intangible assets with indefinite useful life
For the purpose of verifying the impairment of goodwill acquired through combinations of business and other intangibles with indefinite useful life, acquired before 2020, have been assigned to the air transport segment, since the Group considers that according to the operational and financial synergies between the different companies of the Group, this is the most appropriate and least arbitrary to measure the recoverable amount. In line with operative model of the Group.
The carrying value of the goodwill allocated to the air transport segment is as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Goodwill	  	$	308,033	 	  	$	308,033	 	
Routes	  	 	23,463	 	  	 	23,463	 	
Trademarks	  	 	3,938	 	  	 	3,938	 	
The group performed its annual impairment test in the fourth quarter of 2020 consistently with previous years. As of December 31, 2020, and 2019, the Group did not identify potential impairment of goodwill or intangible assets, nor on equipment properties.
Basis for calculating recoverable amount
The recoverable amounts of CGUs have been measured based on their value-in-use.
Value-in-use is calculated using a discounted cash flow model, Cash flow projections are based on the Business plan approved by the Board covering a five-year period that have been impacted by the decrease in demand and the restrictions imposed by various governments in the region and the corresponding adjustment of capacity offered.
Cash flows extrapolated beyond the five-year period are projected to increase based on long-term growth rates, Cash flow projections are discounted using the CGU’s pre-tax discount rate.
Under the Board of directors approved business plan in the fourth quarter of 2020 and knows the impacts generated by COVID 19, The cash flows that have been used in the value-in-use calculations of business plans reflect the estimated negative impact of COVID 19 and the travel restrictions imposed on governments, based on the information that was known at the time and that is being put into practice by the Directorate under the existing conditions.
Macroeconomic assumptions are based on market data extracted from Bloomberg for both the expected WTI price and the expected interest rate levels, which have a direct impact on our cost projections, all costs are affected by inflation.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The main assumptions used in the calculations of the value in use are as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Carrying amount of goodwill, routes and trademarks with indefinite life	  	$	335,434	 	  	$	335,434	 	
Impairment losses	  	 	—  	 	  	 	—  	 	
Revenue growth p.a. over planning period	  	 	2.5% to 24.8%	 	  	 	2.3% to 5%	 	
Operating income over planning period	  	 	(5.9%) to 11.4%	 	  	 	5.2% to 8.8%	 	
Capital expenditures over planning period	  	 	1.24% to 3.86%	 	  	 	(0.2%) to 12.69%	 	
Duration of planning period	  	 	5 years	 	  	 	5 years	 	
Revenue growth p.a. after planning period	  	 	3.7%	 	  	 	4.3%	 	
Operating Income after planning period	  	 	11.50%	 	  	 	10.00%	 	
Capital expenditures after planning period	  	 	2.43%	 	  	 	6.43%	 	
Business Enterprise Value	  	 	5,724,540	 	  	 	9,269,446	 	
Discount rate (1)	  	 	14.11%	 	  	 	8.72%	 	
As of December 31, 2020, the net book value of the Air Transport UGE, including intangible assets with an indefinite life, amounts to $ 3,190,059.
 
(1)	As a result of the distortion caused by the contingency of COVID-19 in market rates, for the impairment test, as of December 31, 2020, discount rates have been used, ranging from 9.34% until 14.11%.	
 
 	(16)	Assets held for sale	
In August 2019, the Group began the process of selling 10 Airbus A318, 2 Airbus A319, 16 Airbus A320, 4 Airbus A321, 2 Airbus A330, 1 Airbus A330F and 10 Embraer E-190, in accordance with the business transformation plan where greater efficiency of the operated fleet is sought, this sale process was subject to customary closing conditions, This plan seeks to reduce the families of older aircraft, to increase our efficiency.
Assets held for sale as of December 31, 2020 and December 31, 2019 consisted of the following assets.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
									
 	  	December 31,
2020	 	  	December 31,
2019	 	
Airbus aircraft (1,2)	  				  	 	128,640	 	
Airbus aircraft – Sale and subsequent lease (1,2)	  				  	 	489,149	 	
Parts inventory (3)	  	 	884	 	  	 	63,264	 	
	  	 	 	 	  	 	 	 	
Total assets held for sale	  	$	884	 	  	$	681,053	 	
	  	 	 	 	  	 	 	 	
Liabilities associated with the assets held for sale	  				  	 	490,458	 	
	  	 	 	 	  	 	 	 	
Total Debt assets held for sale	  	$	—  	 	  	$	490,458	 	

(1)	During 2020, the aircraft: 2 Airbus A319, 3 Airbus A320, 4 Airbus A321, 2 Airbus A330 and 1 Airbus A330F, were classified as part of property and equipment for $ 352,867 (See note 14) due to their The sale does not meet the criteria of “highly probable”, derived from the current situation of the Group due to the effects of COVID-19 (See note 2e) and subsequent decision to benefit from the voluntary reorganization under chapter 11. The amount for which they were recognized in property and equipment correspond to their recoverable value.	
(2)	In December 2019, the Group signed a letter of intent for the sale and subsequent lease agreement with Avolon Aerospace Leasing Limited in relation to 15 aircraft (Airbus A320 and A321), of which 9 Airbus A320 aircraft were sold during 2020 with subsequent lease, for a value of $ 263,293 and this operation generated a loss on sale of $ 1,628.	
(3)	As of December 31, 2020, 10 Embraer 190s were sold for $ 62,356 and this operation generated a loss on sale of $ 16.	
(4)	The assets classified as held for sale belong to the operating segment of air transportation.	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
(17)	Debt	
Loans and borrowings, measured at amortized cost, as of December 31, 2020 and December 31, 2019 are summarized as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Current:	  				  				
Short–term borrowings and current portion of long–term debt	  	$	4,235,197	 	  	$	569,292	 	
Current portion-bonds	  	 	352,011	 	  	 	65,632	 	
Short-term aircraft rentals - right of use	  	 	414,410	 	  	 	229,260	 	
Short-term other rentals - right of use	  	 	9,476	 	  	 	7,860	 	
	  	 	 	 	  	 	 	 	
	  	$	5,011,094	 	  	$	872,044	 	
	  	 	 	 	  	 	 	 	
Noncurrent:	  				  				
Long–term debt	  	$	292,503	 	  	$	2,557,257	 	
Non-current portion-bonds	  	 	—  	 	  	 	465,612	 	
Long-term aircraft rentals – right of use	  	 	929,789	 	  	 	899,265	 	
Long-term other rentals – right of use	  	 	47,870	 	  	 	62,145	 	
	  	 	 	 	  	 	 	 	
	  	$	1,270,162	 	  	$	3,984,279	 	
	  	 	 	 	  	 	 	 	
As of December 31, 2020, the debt is classified as follows:

 	  	31 de December,
2020	 	
Guaranteed	  	$	4,026,496	 	
Not Guaranteed	  	 	174,167	 	
	  	 	 	 	
Subtotal	  	$	4,200,663	 	
	  	 	 	 	
Debt in Chapter 11	  	$	4,200,663	 	
Loans	  	 	397,630	 	
(Debtor in Possession) DIP	  	 	1,682,963	 	
	  	 	 	 	
Total	  	$	6,281,256	 	
	  	 	 	 	
The debt of companies that filed voluntary petitions to the Bankruptcy Court of the Southern District of New York for protection under Chapter 11 of the United States Bankruptcy Code (11 USC § 101, et, seq) as of May 10, 2020 was $4,829,070. During the hearing held on June 11, 2020, the Court approved a motion to reject 12 aircraft, of which 10 corresponded to companies under the protection of Chapter 11 and had a debt of $259,347. As of December 31, 2020, the total debt of the companies that filed for protection under Chapter 11 is $4,200,663. The total debt for the 12 rejected aircraft is $277,091.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Non-compliance debt
As of December 31, 2020, we have reclassified long-term debt to short-term debt for $2,073,197 as a result of default on the loan conditions, derived from non-payment decisions originated by the measures taken to preserve the Group’s cash as consequence of COVID-19 (See note 2e), On March 20, 2020, we unilaterally suspended debt amortization payments for $210 million.
Additionally, aircraft rental payments under operating lease were suspended for $ 157 million. The long-term portion related to these leases is not reclassified to the short-term, as its accelerated payment is not required.
Terms and conditions of the Group’s outstanding obligations for periods ended December 31, 2020 and December 31, 2019, are as follows:

 	  	 	 	  	December 31, 2020	 	
 	  	Due
through	 	  	Weighted
average
interest rate	 	 	Nominal
Value	 	  	Carrying
Amount	 	
Short–term borrowings	  	 	2022	 	  	 	6.00	% 	 	$	108,257	 	  	$	99,857	 	
Long–term debt	  	 	2029	 	  	 	6.91	% 	 	 	4,975,853	 	  	 	4,427,843	 	
Bonds	  	 	2023	 	  	 	8.88	% 	 	 	550,000	 	  	 	352,011	 	
Aircraft rentals	  	 	2031	 	  	 	4.92	% 	 	 	1,266,489	 	  	 	1,344,199	 	
Other rentals	  	 	2037	 	  	 	7.16	% 	 	 	87,405	 	  	 	57,346	 	
	  				  				 	 	 	 	  	 	 	 	
Total	 	 	$	6,988,004	 	  	$	6,281,256	 	

																	
 	 	 	 	  	December 31, 2019	 	
 	 	Due
through	 	  	Weighted
average
interest rate	 	 	Nominal
Value	 	  	Carrying
Amount	 	
Short–term borrowings	 	 	2020	 	  	 	6.43	% 	 	$	128,671	 	  	$	118,137	 	
Long–term debt	 	 	2029	 	  	 	4.68	% 	 	 	4,185,526	 	  	 	3,008,412	 	
Bonds	 	 	2023	 	  	 	9.93	% 	 	 	550,000	 	  	 	531,244	 	
Aircraft rentals	 	 	2031	 	  	 	4.92	% 	 	 	1,347,219	 	  	 	1,128,525	 	
Other rentals	 	 	2037	 	  	 	7.37	% 	 	 	87,405	 	  	 	70,005	 	
	 				  				 	 	 	 	  	 	 	 	
Total	 				  				 	$	6,298,821	 	  	$	4,856,323	 	

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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Below the detail of the debt balance by type of loan:

 	 	December 31,
2020	 	  	December 31,
2019	 	
Aircraft	 	$	1,883,281	 	  	$	1,832,500	 	
Corporate	 	 	2,644,419	 	  	 	1,294,049	 	
Bonds	 	 	352,011	 	  	 	531,244	 	
Right of use IFRS 16	 	 	1,401,545	 	  	 	1,198,530	 	
	 	 	 	 	  	 	 	 	
	 	$	6,281,256	 	  	$	4,856,323	 	
	 	 	 	 	  	 	 	 	
The main additions for the year ended December 31, 2020 and 2019 corresponds to:
 
 	•	 	During 2020, the Group recognized rights of use debt for $191,819 for nine Airbus A320.	
 
 	•	 	During 2020, the Group obtained new debt by $1.088,371 under DIP Structure composed of new disbursements and accrued interests capitalized. Additionally, the Company made roll-up to Stakeholders Loans by $386,998 and Senior Notes 2023 by $219,600 under the same DIP Structure.	
 
 	•	 	During 2019, the Group obtained $165,838 under loans in order to refinance three A319, nine A320, two A321 and two A330 aircraft. In addition, there were registered use rights debt for $313,001 for three Airbus A320N, Boeing 787-9 and refinancing of the fleet that is recognized as rights of use.	
 
 	•	 	Loans for general purposes of:	
 
 	•	 	During 2020, the Group obtained $77,917 for working capital purposes, It includes a loan with Citadel for $51,000 through their administrative agent UMB Bank N,A, at a rate 9% for a term of 1 year, and a loan acquired by LifeMiles for $20,000 at a rate Libor + 4,5% a term of 2 years.	
 
 	•	 	During 2019, the Group obtained $459,717 for working capital. Mainly, it corresponds to a $324,000 loan with Kingsland and United Airlines and private investors through their administrative agent UMB Bank N.A. at a rate 3% for a term of 4 years. Also, there are loans acquired by LifeMiles, $100,000 at a rate Libor + 5.5 for a term of 3 years.	
Secured loan agreement with United Airlines Inc, and Kingsland International Group S.A.
On November 18, 2019, Avianca Holdings S,A signed a $250,000 convertible secured loan agreement with United Airlines, Inc, (“United”) and Kingsland International Group, S.A. or its affiliates (collectively, “Kingsland”), as creditors, which was added for $ 74,000 for a total of $324,000.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The main terms and conditions of convertible loan are:
 
 	•	 	Expiration: Four years from the date of initial disbursement.	
 
 	•	 	Interest: 3% annual PIK.	
 
 	•	 	Guarantee: A pledge on the shares of the most relevant subsidiaries of the Company.	
 
 	•	 	Conversion Price: $4.6217 (in dollars) for each ADS, representing a 35% surcharge to the weighted average price volume at 90 days, as of October 3, 2019, of $3.4235 (in dollars), If there is a change of control event of the Company, the conversion price will be reduced to $4.1595 (in dollars), The conversion price can be adjusted if the price adjustment events contemplated in the agreement are given.	
 
 	•	 	Mandatory conversion: The Company may require that the entire amount due under the Convertible Loan, together with all the corresponding PIK interest and cash caused, be converted into the Company’s capital in the event that the following conditions are met: (i) (a) Company ADSs are priced at a price of $7.00 (in dollars), or greater, at a weighted average price volume at 112 of 150 consecutive business days (if such conversion occurs after the first anniversary of the Convertible Loan disbursement) or (b) the Company ADSs are quoted at a price of $7.00 (in dollars), or greater, at a weighted price volume of 90 consecutive 120 business days (if such conversion occurs after the first anniversary of the disbursement of the Convertible Loan), (ii) the total average consolidated cash balance of the Company is equal to or exceeds $700,000 in the immediately preceding six -month period, (iii) the non-existence of defaults under the Convertible Loan documentation and (iv) the non-existence of material disputes.	
 
 	•	 	According to the contractual conditions, this financial instrument is classified as debt.	
However, as of December 31, 2020, the obligations that had been contracted with United Airlines, Inc and Kingsland International Group, S.A. or its affiliates were incorporated into financing under the Debtor in Possession (“DIP”) structure, as part of Avianca Holdings’ debt restructuring.
Senior bonds
As part of the Avianca Holdings debt reprofiling program, on December 31, 2019, the automatic and mandatory exchange of $ 484,419 of the aggregate principal amount of the Guaranteed Senior Bonds issued and in circulation with a 8.375% coupon with maturity in 2020 for an Amount of nominal equivalent Senior Guaranteed, with a coupon of 9.00% and maturity in 2023 (the “New Bonds”), The non-exchanged bonds (“Existing Bonds”) amount to an amount of $65,632 that have the same conditions of the initial issuance and maturity in May 2020.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
As of December 31, 2020, and December 31, 2019 the Senior Notes outstanding, and the corresponding balances are as follows:
 
 	•	 	Initial issue – existing bonds	

	Issuing entities	  	Original
currency	 	  	Total placed in
original currency	 	  	Balance as of	 	
  								December 31,	 	  	December 31,	 		
  								2020	 	  	2019	 		
Avianca Holdings S.A., Avianca Leasing LLC and Grupo Taca Holdings Limited	  	 	USD	 	  	 	550,000	 	  	$	71,073	 	  	$	65,632	 		

			
Issuers:	  	Avianca Holdings S.A., Avianca Leasing, LLC, and Grupo Taca Holdings Limited	
		
Guarantors:	  	Avianca Costa Rica, S.A., Avianca Perú S.A., and Taca International Airlines, S.A. fully and unconditionally guarantee the total Notes, Aerovías del Continente Americano – Avianca, S.A. unconditionally guarantee the obligations of Avianca Leasing, LLC under the Senior Notes in an amount equal to $367 million.	
		
Pending bonds	  	$ 65,581 aggregate capital amount of 8.375% Senior Bonds payable in 2020.	
		
Initial Issue Price:	  	98.706%	
		
Initial Issue Date:	  	May 10, 2013	
		
Issue Amount:	  	$300 million	
		
Interest:	  	The Senior Notes will bear interest at a fixed rate of 8.375% per year, The first issuance is payable semiannually in arrears on May 10 and November 10 of each year, commencing on November 10, 2013, Interest will accrue from May 10, 2013, The second issuance is payable semiannually in arrears on May 10 and November 10 of each year, commencing on May 10, 2014.	
		
Second Issue Price:	  	104.50%	
		
Second Issue Date:	  	April 8, 2014	
		
Maturity Date (a):	  	The Senior Notes matured on May 10, 2020	
 
(a)	Due to the COVID-19 pandemic and the adverse effects caused, was not possible the Senior Bonds pay with an expiration date of May 10, 2020, Therefore, and in accordance with the indicated in note 2(e) this measure was taken with the objective of preserving the Group’s cash.	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	•	 	New bonds	

	Issuing entities	  	Original
currency	 	  	Total placed in
original currency	 	  	Balance as of	 	
  								December 31,	 	  	December 31,	 		
  								2020	 	  	2019	 		
Avianca Holdings S.A. (1)	  	 	USD	 	  	 	484,419	 	  	$	280,938	 	  	$	465,612	 		

									
Issuers:	  	Avianca Holdings S.A.	
		
Guarantors:	  	Avianca Costa Rica, S.A, Avianca Perú S.A., and Taca International Airlines, S.A. fully and unconditionally guarantee the total Notes, Aerovías del Continente Americano – Avianca, S.A, unconditionally guarantee the obligations of Avianca Leasing, LLC under the Senior Notes in an amount equal to $367 million.	
		
Pending bonds	  	$484,419 aggregate capital amount of 9.00% Senior Bonds payable in 2023.	
		
Initial Issue Date:	  	December 31, 2019.	
		
Issue Amount:	  	$484,419	
		
Interest:	  	The Senior Notes will bear interest at a fixed rate of 9.00% per year, The first issuance is payable semiannually in arrears on May 10 and November 10 of each year, commencing on November 10, Interest will accrue from May 10, 2020, The interest are accumulated from December 31, 2019.	
		
Transaction costs	  	The transaction costs associated with this new bond issue were $18,807, which are presented as a lower value of the initial carry amounts.	
		
Maturity Date:	  	The Senior Notes will mature on May 10, 2023	
 
(1)	As of December 31, 2020, as part of debt restructuring, a Roll-up of the obligations for $219,600 is carried out; because some bondholders joined the financing under the DIP structure and last year’s costs were amortized.	
Future payments on long–term debt
The following future payments including interests on long–term debt for the periods ended December 31, 2020 and December 31, 2019.
The amounts are gross and undiscounted and include contractual interest payments and exclude the impact of netting agreements.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Aircraft and corporate debt

 	  	Years	 	
 	  	One	 	  	Two	 	  	Three	 	  	Four	 	  	Five and
thereafter	 	  	Total	 	
December 31, 2020	  	$	4,304,761	 	  	$	305,443	 	  	$	—  	 	  	$	—  	 	  	$	—  	 	  	$	4,610,204	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
December 31, 2019	  	$	554,021	 	  	$	540,615	 	  	$	853,756	 	  	$	612,874	 	  	$	1,078,742	 	  	$	3,640,008	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Bonds

 	  	Years	 	
 	  	One	 	  	Two	 	  	Three	 	  	Four	 	  	Five and
thereafter	 	  	Total	 	
December 31, 2020	  	$	352,011	 	  	$	—  	 	  	$	—  	 	  	$	—  	 	  	$	—  	 	  	$	352,011	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
December 31, 2019	  	$	105,022	 	  	$	43,598	 	  	$	43,598	 	  	$	506,218	 	  	$	—  	 	  	$	698,436	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Aircraft rights of use

 	  	Years	 	
 	  	One	 	  	Two	 	  	Three	 	  	Four	 	  	Five and
thereafter	 	  	Total	 	
December 31, 2020	  	$	471,635	 	  	$	319,849	 	  	$	258,452	 	  	$	229,118	 	  	$	262,097	 	  	$	1,541,151	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
December 31, 2019	  	$	256,192	 	  	$	238,618	 	  	$	226,537	 	  	$	198,880	 	  	$	323,329	 	  	$	1,243,556	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Other rights of use

 	  	Years	 	
 	  	One	 	  	Two	 	  	Three	 	  	Four	 	  	Five and
thereafter	 	  	Total	 	
December 31, 2020	  	$	14,350	 	  	$	6,825	 	  	$	5,205	 	  	$	4,946	 	  	$	74,110	 	  	$	105,436	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
December 31, 2019	  	$	8,318	 	  	$	8,141	 	  	$	7,557	 	  	$	7,487	 	  	$	46,812	 	  	$	78,315	 	

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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Changes in liabilities derived from financing activities at December 31, 2020

 	 	January 1,
2020	 	 	New
acquisitions
(1)	 	 	New
Leases
(2)	 	 	Financial
Cost	 	 	Payments	 	 	Interest
Payments	 	 	Foreign
exchange
movement /
Others (3)	 	 	Reclassification
(4,5)	 	 	December
31, 2020	 	
Current interest-bearing loans and borrowings (excluding items listed below)	 	$	118,137	 	 	$	51,223	 	 	$	—  	 	 	$	6,707	 	 	$	(14,447	) 	 	$	(2,400	) 	 	$	(9,363	) 	 	$	(50,000	) 	 	$	99,857	 	
Current portion of long-term credits (excluding items listed below)	 	$	451,155	 	 	$	1,048,941	 	 	$	—  	 	 	$	174,384	 	 	$	(269,357	) 	 	$	(102,713	) 	 	$	(203,479	) 	 	$	3,036,409	 	 	$	4,135,340	 	
Current Bonds	 	$	65,632	 	 	$	—  	 	 	$	—  	 	 	$	21,475	 	 	$	85	 	 	$	—  	 	 	$	—  	 	 	$	264,819	 	 	$	352,011	 	
Non-current bonds	 	$	465,612	 	 	$	—  	 	 	$	—  	 	 	$	2,314	 	 	$	—  	 	 	$	—  	 	 	$	16,493	 	 	$	(484,419	) 	 	$	—  	 	
Non-current portion of long term debt	 	$	2,557,257	 	 	$	12,916	 	 	$	—  	 	 	$	—  	 	 	$	—  	 	 	$	—  	 	 	$	(1,319	) 	 	$	(2,276,351	) 	 	$	292,503	 	
Aircraft rentals – right of use	 	$	1,128,525	 	 	$	—  	 	 	$	191,819	 	 	$	79,730	 	 	$	(52,729	) 	 	$	(28,919	) 	 	$	25,773	 	 	$	—  	 	 	$	1,344,199	 	
Other rentals – right of use	 	$	70,005	 	 	$	—  	 	 	$	15	 	 	$	1,688	 	 	$	(14,400	) 	 	$	(2,031	) 	 	$	2,069	 	 	$	—  	 	 	$	57,346	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities from financing activities	 	$	4,856,323	 	 	$	1,113,080	 	 	$	191,834	 	 	$	286,298	 	 	$	(350,848	) 	 	$	(136,063	) 	 	$	(169,826	) 	 	$	490,458	 	 	$	6,281,256	 	

(1)	The value indicated in the cash flow is $ 944,580, the difference corresponding to: $168,500 for the acquisition of Lifemiles. The transaction costs of the DIP financing contracts amount to $42,516.	
(2)	Property and equipment acquired during the period under financial and operating lease; These movements have no effect on the consolidated statement of cash flows.	
(3)	As part of reorganization proceedings on Chapter 11, 8 aircraft of financial lease and 4 aircraft recognized as rights of use were rejected.	
(4)	$490,458 it was reclassified from liabilities associated with the assets held for sale to short-term and long-term debt, Likewise, a reclassification of long-term short-term debt of $2,073,197 has been recognized for purposes of non-compliance in some terms and conditions of our debts.	
(5)	As part of the debt restructuring, the Company Rolled-up stakeholder loans for $50,000 and Senior Notes 2023 under the DIP structure for a total of $219,600.	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Changes in liabilities derived from financing activities at December 31, 2019

 	 	January 1,
2019	 	 	Adoption
IFRS 16	 	 	New
acquisitions
(2)	 	 	New
Leases
(1)	 	 	Financial
Cost	 	 	Payments	 	 	Interest
Payments	 	 	Foreign
exchange
movement /
Others	 	 	Reclassification
(3)	 	 	December 31,
2019	 	
Current interest-bearing loans and borrowings (excluding items listed below)	 	$	119,866	 	 	$	—  	 	 	$	26,717	 	 	$	—  	 	 	$	7,563	 	 	$	(27,833	) 	 	$	(7,207	) 	 	$	(969	) 	 	$	—  	 	 	$	118,137	 	
Current portion of long-term credits (excluding items listed below)	 	 	469,500	 	 	 	—  	 	 	 	144,783	 	 	 	—  	 	 	 	155,444	 	 	 	(378,893	) 	 	 	(162,096	) 	 	 	(6,976	) 	 	 	229,393	 	 	 	451,155	 	
Current Bonds	 	 	587,292	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	47,112	 	 	 	(26,820	) 	 	 	(53,866	) 	 	 	(3,667	) 	 	 	(484,419	) 	 	 	65,632	 	
Non-current bonds	 	 	—  	 	 	 	—  	 	 	 	465,612	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	465,612	 	
Non-current portion of long term debt	 	 	2,830,922	 	 	 	—  	 	 	 	454,055	 	 	 	—  	 	 				 				 				 	 	(7,869	) 	 	 	(719,851	) 	 	 	2,557,257	 	
Aircraft rentals – right of use	 	 	—  	 	 	 	1,010,200	 	 	 	—  	 	 	 	313,001	 	 	 	49,081	 	 	 	(194,676	) 	 	 	(49,081	) 	 	 	—  	 	 	 	—  	 	 	 	1,128,525	 	
Other rentals – right of use	 	 	—  	 	 	 	69,533	 	 	 	—  	 	 	 	9,144	 	 	 	2,804	 	 	 	(9,518	) 	 	 	(2,804	) 	 	 	846	 	 	 	—  	 	 	 	70,005	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities from financing activities	 	$	4,007,580	 	 	$	1,079,733	 	 	$	1,091,167	 	 	$	322,145	 	 	$	262,004	 	 	$	(637,740	) 	 	$	(275,054	) 	 	$	(18,635	) 	 	$	(974,877	) 	 	$	4,856,323	 	

(1)	Goods and equipment acquired during the period under finance and operative lease; these movements have no effect on the consolidated statement of cash flows.	
(2)	The value indicated in the cash flow is $ 616,555, the difference of $ 465,612 corresponds to the value of the bonds exchanged ($484,419) in December 2019 less transaction costs ($18,807) and $9,000 corresponds to a loan acquired by Aerounion for the acquisition of the Airbus A330 aircraft with Scotiabank Bank, a movement that is not shown because it is related to property and equipment.	
(3)	A reclassification of long-term short-term debt of $34,407 has been made for purposes of non-compliance in some terms and conditions of our debts, which are currently being negotiated. Likewise, $490,458 was reclassified corresponding to debt associated with assets that are available for sale. Additionally, the decrease in the debt of the initial bonds that were exchanged for $484,419 in December 2019.	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(18)	Accounts payable	
Accounts payable as of December 31, 2020 and 2019 are as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
			
Current:	  				  				
Trade accounts payable	  	$	381,486	 	  	$	302,414	 	
Taxes no related to rent (1)	  	 	105,046	 	  	 	210,330	 	
Social Charges (2)	  	 	1,766	 	  	 	327	 	
Other payables (3)	  	 	733	 	  	 	17,544	 	
	  	 	 	 	  	 	 	 	
Total	  	$	489,031	 	  	$	530,615	 	

Non-Current:	  				  				
Trade accounts payable	  	 	5,086	 	  	 	2,112	 	
Social Charges (2)	  	 	2,070	 	  	 	2,190	 	
Other payables (3)	  	 	10,069	 	  	 	7,629	 	
	  	 	 	 	  	 	 	 	
Total	  	$	17,225	 	  	$	11,931	 	

(1)	These corresponds to taxes and fees charged to passengers that will be paid to the government authority such as airport taxes, departure and entry taxes to countries, etc. In addition to VAT and VAT withholding payable and that due to the COVID-19 pandemic generated a decrease for the end of 2020.	
(2)	Represent payroll taxes and contributions based on salaries and compensation paid to employees of the Group in the various jurisdictions in which it operates.	
(3)	The other accounts payable mainly include provisions for travel expenses, provisions for fees and accrued interest. As well as projects related to aircraft that are in the long term.	
As of December 31, 2020, the accounts payable prior to entering Chapter 11 of the companies that availed themselves of this protection subject to compromise have a value of $261,126.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(19)	Accrued expenses	
Accrued expenses as of December 31, 2020 and 2019 are as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
			
Operating expenses (1)	  	$	16,448	 	  	$	82,117	 	
Other accrued expenses (2)	  	 	—  	 	  	 	5,493	 	
	  	 	 	 	  	 	 	 	
Total	  	$	16,448	 	  	$	87,610	 	

(1)	Corresponds mainly costs for landings, credit card commissions, air navigation, ground services and passenger services.	
(2)	Other accrued expenses include transport, freight and haulage, public services and maintenance.	
As of December 31, 2020, the Accrued expenses prior to entering Chapter 11 of the companies that availed themselves of this protection subject to compromise have a value of $22.
 
 	(20)	Provisions for return conditions	
For certain operating leases, the Group is contractually obligated to return the aircraft in a predefined condition. The Group accrues for restitution costs related to aircraft held under operating leases at the time the asset does not meet the return conditions criteria and throughout the remaining duration of the lease.
Provisions for return conditions as of December 31, 2020 and 2019 are as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
			
Current	  	$	22,277	 	  	$	21,963	 	
Non – current	  	 	138,562	 	  	 	122,425	 	
	  	 	 	 	  	 	 	 	
Total	  	$	160,839	 	  	$	144,388	 	
	  	 	 	 	  	 	 	 	
Changes in provisions for return conditions as of December 31, 2020 and 2019 are as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
			
Balances at beginning of year	  	$	144,388	 	  	$	130,160	 	
Provisions made	  	 	25,435	 	  	 	65,671	 	
Provisions reversed	  	 	(6,475	) 	  	 	(49,557	) 	
Provisions used	  	 	(2,509	) 	  	 	(1,886	) 	
	  	 	 	 	  	 	 	 	
Balances at end of year	  	$	160,839	 	  	$	144,388	 	

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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
As of December 31, 2020, there is an increase in maintenance reserves, mainly explained by changes in the scheduling of maintenance visits, incorporation of aircraft and start of provision of spare engines, updating of the present value of the provision and contract extensions.
 
 	(21)	Employee benefits	
Employee benefits as of December 31, 2020 and 2019 are as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
			
Defined benefit plan	  	$	143,684	 	  	$	156,732	 	
Other benefits short term	  	 	91,176	 	  	 	105,792	 	
Other benefits long term	  	 	3,736	 	  	 	4,491	 	
	  	 	 	 	  	 	 	 	
Total	  	$	238,596	 	  	$	267,015	 	
	  	 	 	 	  	 	 	 	
Current	  	$	135,056	 	  	$	148,678	 	
Non – current	  	 	103,540	 	  	 	118,337	 	
	  	 	 	 	  	 	 	 	
Total	  	$	238,596	 	  	 	267,015	 	
	  	 	 	 	  	 	 	 	
The Group has a defined benefit plan which requires contributions to be made to separately administered funds. The Group has also agreed to provide post–employment benefits to its retirees that consist primarily of medical benefit plans as well as certain other benefits, including scholarships, tickets, seniority and retirement. These other benefits are unfunded.
Accounting for pensions and other post–employment benefits involves estimating the benefit cost to be provided well into the future and attributing that cost over the time period in which each employee works for the Group. This requires the use of extensive estimates and assumptions about inflation, investment returns, mortality rates, turnover rates, medical cost trends and discount rates, among other information. The Group has two distinct pension plans, one for pilots and the other for ground personnel. Both plans have been closed to new participants, and therefore there are a fixed number of beneficiaries covered under these plans as of December 31, 2020 and 2019.

 	  	December 31,
2020	 	  	December 31,
2019	 	
			
Fair value of plan assets	  	$	(216,548	) 	  	$	(204,527	) 	
Present value of the obligation	  	 	360,232	 	  	 	361,259	 	
	  	 	 	 	  	 	 	 	
Total employee benefit liability	  	$	143,684	 	  	$	156,732	 	

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The following table summarizes the components of net benefit expense recognized in the consolidated statement of comprehensive income and the funded status and amounts recognized in the consolidated statement of financial position for the respective plans:

Net benefit expense – year ended December 31, 2020
(recognized in Salaries, wages and benefits)	  	Defined benefit
plan	 	  	Other benefits	 	
			
Current service cost	  	$	1,492	 	  	$	2,062	 	
Interest cost on net benefit obligation	  	 	16,472	 	  	 	3,625	 	
Interest income on plan assets	  	 	(12,191	) 	  	 	—  	 	
	  	 	 	 	  	 	 	 	
Net Cost	  	$	5,773	 	  	$	5,687	 	

									
Net benefit expense – year ended December 31, 2019
(recognized in Salaries, wages and benefits)	  	Defined benefit
plan	 	  	Other benefits	 	
			
Current service cost	  	$	1,152	 	  	$	1,359	 	
Interest cost on net benefit obligation	  	 	16,376	 	  	 	3,780	 	
Interest income on plan assets	  	 	(12,827	) 	  	 	—  	 	
	  	 	 	 	  	 	 	 	
Net Cost	  	$	4,701	 	  	$	5,139	 	
	  	 	 	 	  	 	 	 	
Changes in the present value of defined benefit obligation as of December 31, 2020 are as follows:

 	  	Defined benefit
Obligation	 	  	Other benefits	 	  	Total	 	
				
Benefit obligation as of December 31, 2019	  	 	300,288	 	  	 	60,971	 	  	 	361,259	 	
Period cost	  	 	17,964	 	  	 	5,687	 	  	 	23,651	 	
Benefits paid by employer	  	 	(26,119	) 	  	 	(3,737	) 	  	 	(29,856	) 	
Remeasurements of defined benefit liability	  	 	9,498	 	  	 	6,164	 	  	 	15,662	 	
Other	  	 	145	 	  	 	—  	 	  	 	145	 	
Exchange differences	  	 	(9,832	) 	  	 	(797	) 	  	 	(10,629	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Benefit obligation as of December 31, 2020	  	 	291,944	 	  	 	68,288	 	  	 	360,232	 	
Fair value of plan assets	  	 	(216,548	) 	  	 	—  	 	  	 	(216,548	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total employee benefit liability	  	$	75,396	 	  	$	68,288	 	  	$	143,684	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Current	  	 	39,219	 	  	 	3,333	 	  	 	42,552	 	
Non-current	  	 	36,177	 	  	 	64,955	 	  	 	101,132	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	75,396	 	  	$	68,288	 	  	$	143,684	 	

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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Changes in the fair value of plan assets are as follows:

 	  	Defined
benefit plan	 	
Fair value of plan assets at December 31, 2019	  	$	204,527	 	
Interest income on plan assets	  	 	12,191	 	
Remeasurement of interest assumptions	  	 	1,625	 	
Employer contributions	  	 	29,650	 	
Benefits paid	  	 	(22,246	) 	
Exchange differences	  	 	(9,199	) 	
	  	 	 	 	
Fair value of plan assets at December 31, 2020	  	$	216,548	 	
	  	 	 	 	
Changes in the present value of defined benefit obligation as of December 31, 2019 are as follows:

 	  	Defined benefit
Obligation	 	  	Other benefits	 	  	Total	 	
				
Benefit obligation as of December 31, 2018	  	$	268,486	 	  	$	54,970	 	  	$	323,456	 	
Period cost	  	 	17,528	 	  	 	5,139	 	  	 	22,667	 	
Benefits paid by employer	  	 	(27,726	) 	  	 	(5,190	) 	  	 	(32,916	) 	
Remeasurements of defined benefit liability	  	 	42,048	 	  	 	7,878	 	  	 	49,926	 	
Exchange differences	  	 	(48	) 	  	 	(1,826	) 	  	 	(1,874	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Benefit obligation as of December 31, 2019	  	 	300,288	 	  	 	60,971	 	  	 	361,259	 	
Fair value of plan assets	  	 	(204,527	) 	  	 	—  	 	  	 	(204,527	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total employee benefit liability	  	$	95,761	 	  	$	60,971	 	  	$	156,732	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Current	  	$	39,539	 	  	$	3,346	 	  	$	42,885	 	
Non-current	  	 	56,222	 	  	 	57,625	 	  	 	113,847	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	$	95,761	 	  	$	60,971	 	  	$	156,732	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Changes in the fair value of plan assets are as follows:

 	  	Defined
benefit plan	 	
Fair value of plan assets at December 31, 2018	  	$	178,594	 	
Interest income on plan assets	  	 	12,827	 	
Remeasurement of interest assumptions	  	 	7,385	 	
Employer contributions	  	 	34,083	 	
Benefits paid	  	 	(25,509	) 	
Exchange differences	  	 	(2,853	) 	
	  	 	 	 	
Fair value of plan assets at December 31, 2019	  	 	204,527	 	

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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
For the year ended December 31, 2020 and 2019, the remeasurements of defined benefit plan liability, net of $(14,037) and $(42,541) respectively were recognized in other comprehensive income.

 	  	December 31,
2020	 	  	December 31,
2019	 	
Actuarial gains (losses) recognized in other comprehensive income	  	$	(15,662	) 	  	$	(49,926	) 	
Return on plan assets adjustment	  	 	1,625	 	  	 	7,385	 	
	  	 	 	 	  	 	 	 	
Losses recognized in other comprehensive income	  	$	(14,037	) 	  	$	(42,541	) 	
	  	 	 	 	  	 	 	 	
The Group expects to contribute $34,321 to its defined benefit plan and other benefits in 2021.
Plan assets correspond to net funds transferred to CAXDAC, which is responsible for the administration of the pilots’ pension plan. The assets held by CAXDAC are segregated into separate accounts corresponding to each contributing Group. Additionally, the plan assets included a portion relating to pension plan of ground personnel.
The principal assumptions (inflation–adjusted) that are used in determining pension and post–employment medical benefit obligations for the Group’s plans are shown below:

 	  	December 31,
2020	 	 	December 31,
2019	 	
Discount rate on all plans	  	 	6.00	% 	 	 	6.25	% 	
Price inflation	  	 	3.00	% 	 	 	3.00	% 	
Future salary increases	  				 				
Pilots	  	 	4.00	% 	 	 	4.00	% 	
Cabin crew	  	 	4.00	% 	 	 	4.00	% 	
Other employees	  	 	4.00	% 	 	 	4.00	% 	
Future pension increase	  	 	3.00	% 	 	 	3.00	% 	
Healthcare cost increase	  	 	4.50	% 	 	 	4.50	% 	
Ticket cost increase	  	 	3.00	% 	 	 	3.00	% 	
Education cost increase	  	 	3.00	% 	 	 	3.00	% 	
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The major categories of plan assets as a percentage of the fair value of the total plan assets are as follows:

 	  	December 31,
2020	 	 	December 31,
2019	 	
Equity securities	  	 	56.00	% 	 	 	31.00	% 	
Debt securities	  	 	12.00	% 	 	 	18.00	% 	
Domestic Corporate bonds	  	 	23.00	% 	 	 	44.00	% 	
Foreign government/corporate bonds	  	 	2.00	% 	 	 	1.00	% 	
Other	  	 	7.00	% 	 	 	6.00	% 	
Equity securities comprise investments in Colombian entities with a credit rating between AAA and BBB. The debt securities include investments in bonds of the Colombian government, in banks and in Colombian public and private entities. Domestic corporate bonds include bonds issued by private companies and Foreign Government Corporate Bonds include Yankee bonds and bonds issued by financial and private entities abroad.
The following are the expected payments or contributions to the defined Benefit plan in future years:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Year 1	  	$	34,318	 	  	$	34,655	 	
Year 2	  	 	20,714	 	  	 	21,413	 	
Year 3	  	 	21.303	 	  	 	21,868	 	
Year 4	  	 	22,253	 	  	 	22,537	 	
Year 5	  	 	21,841	 	  	 	23,288	 	
Next 5 years	  	 	115,073	 	  	 	117,918	 	
	  	 	 	 	  	 	 	 	
	  	$	235,502	 	  	$	241,679	 	
	  	 	 	 	  	 	 	 	
The average duration of the benefit plan obligation at December 31, 2020 and 2019 is 11.10 and 10.79 years, respectively.
Pension plans for ground personnel
In 2008, the Group entered into a commutation agreement with Compañía Aseguradora de Vida Colseguros S.A. (Insurance Company) in connection with the pension liability of two of the Company’s pension plans.
As of December 31, 2020, and 2019, there are 12 beneficiaries, which have not been commuted. Consequently, the Group estimates through an actuarial calculation the pension liability of these beneficiaries.
Pension plans for flight personnel
Due to local regulations for two of the Group’s pension plans, the Group has to make contributions to a fund which is externally administrated. The amount of the annual contribution is based on the following:
 
 	•	 	Basic contribution for the year: equal to the expected annual pension payments.	
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	•	 	Additional contribution for the year (if necessary): equal to the necessary amount to match the actuarial liability under local accounting rules and the plan assets as of year 2023 (determined with an actuarial calculation).	
Sensitivity Analysis
The calculation of the defined benefit obligation is sensitive to the aforementioned assumptions. The following table summarizes how the impact on the defined benefit obligation at the end of the reporting period would have increased (decreased) as a result of a change in the respective assumptions:

 	  	0.5% increase	 	  	0.5% decrease	 	
Discount rate	  	 	(18,862	) 	  	 	21,856	 	
Pension increase	  	 	16,501	 	  	 	(14,348	) 	
Mortality table	  	 	(1,317	) 	  	 	(13,317	) 	
Healthcare cost table	  	 	(2,252	) 	  	 	(8,887	) 	
Other employee benefits
In the year 2018, the Group implemented a new incentive plan denominated options of shares: Avianca Holdings.
Annually, the beneficiaries of the plan will receive a package of virtual shares to which they can be made creditors at the end of the period, as long as the financial and customer satisfaction goals of the business plan are met.
Once the goal board is closed, and at the end of the period, the number of virtual shares the beneficiary takes can go from 0% to 200%, depending on the performance of long-term indicators. These indicators are measured in the short term (1 year), but their payment is long term, which will be deferred in 3 payments as long as there is employment linkage at the time of payment.
The beneficiaries of the plan are those positions of Vice President and Director level, in addition all those persons who are defined as high potential and / or who hold critical positions which must be approved by the CEO.
Each year a new package of virtual shares will be settled, which according to the performance of the period will be delivered in thirds during the following three years. The value to be paid for each third will be the result of calculating the number of virtual shares to be paid, multiplied by the value of the Avianca Holdings S.A. share in NYC for the period. The payment will be made in the base country of work of the beneficiary, the value will be subject to the deductions of taxes that correspond to each country at the time of payment.
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Based on the aforementioned assumptions, the Group recorded a liability of $1,233 and $2,619 on December 31, 2020 and 2019 which is considered within the other long-term employee benefits as a non-current liability in the consolidated statement of financial position.
 
 	(22)	Air traffic liability and frequent flyer deferred revenue	
The air traffic liability comprises the proceeds from the unused air ticket or the revenues corresponding to the unused portion of a ticket sold. The Group periodically evaluates this liability and any significant adjustment is recorded in the consolidated statements of comprehensive income. These adjustments are mainly due to differences between actual events and circumstances such as historical sales rates and customer travel patterns that may result in refunds, changes or expiration of tickets that change substantially from the estimates.
The balance as of December 31, 2020 and 2019 is as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
			
Air traffic liability	  	$	399,184	 	  	$	337,363	 	
Miles deferred revenue	  	 	162,013	 	  	 	187,931	 	
	  	 	 	 	  	 	 	 	
Current	  	$	561,197	 	  	$	525,294	 	

Miles deferred revenue	  	$	290,802	 	  	$	229,701	 	
	  	 	 	 	  	 	 	 	
Non–current	  	$	290,802	 	  	$	229,701	 	

 	(23)	Other Liabilities	
The other liabilities as of December 31, 2020 and 2019 are as follows:

 	  	Notes	 	  	December 31,
2020	 	  	December 31,
2019	 	
				
Derivative instruments	  	 	28, 29	 	  	$	2,697	 	  	$	1,289	 	
Deferred Revenue(1)	  				  	 	7,270	 	  	 	55,256	 	
Other	  				  	 	2,149	 	  	 	14	 	
	  				  	 	 	 	  	 	 	 	
Total	  				  	$	12,116	 	  	$	56,559	 	

Current	  				  	$	4,144	 	  	$	5,110	 	
Non-current(1)	  				  	 	7,972	 	  	 	51,449	 	
	  				  	 	 	 	  	 	 	 	
Total	  				  	$	12,116	 	  	$	56,559	 	

(1)	Corresponds mainly to deferred profits from sales and subsequent. The variation corresponds mainly to the recognition of $ 38,200 of profit on the sale of aircraft.	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(24)	Equity	
Common and preferred shares
On November 5, 2013 “The Company issued 12,500,000 American Depository Shares (ADS) “ and each represented eight preferred shares. The net income derived from this offer amounts to $183,553 million (net of deduction of emission costs for $3,956), the preferred shares do not have the right to vote nor can they become common shares, the holders of the preferred shares and ADSs will be entitled to receive a minimum dividend to be paid with preference over the holders of the common shares, provided that the dividends have been declared by our shareholders at the annual meeting, If no dividends are declared, none of our shareholders will be entitled to dividends, If the dividends are declared and our annual distributable earnings are sufficient to pay a dividend of at least COP$50 per share to all of our holders of preferred and ordinary shares, such benefits will be paid equally with respect to our preferred and ordinary shares, however, if our earnings Annual distributions are insufficient to pay a dividend of at least COP$50 per share to all our holders of preferred and ordinary shares, a minimum preferred dividend of COP$50 per share will be distributed in proportion to the holders of preferred shares, and any excess over said minimum preferred dividend will be distributed exclusively to holders of ordinary shares.
In relation to this offer, common shareholders (“selling shareholders”) converted 75,599,997 common shares to preferred shares representing 14,734,910 ADS. As a result, the number of common shares was reduced to 665,800,003 and the number of preferred shares increased by 75,599,997 for a total of 331,187,285 preferred shares. The Group did not receive any part of the net income from the sale of the ADS by the selling shareholders.
As of December 31, 2013, “the Group acquired 197,141 of its current preferred shares” consequently, current preferred shares decreased by $25 and the additional capital paid in preferred shares was reduced by $452.
On November 28, 2014, common shareholders (“selling shareholders”) converted 5,000,000 ordinary shares to preferred shares, as a consequence, the number of common shares was reduced to 660,800,003 and the number of preferred shares increased by 5,000,000 to 336,187,285 preferred shares.
The following is a summary of authorized, issued and paid shares:

 	  	December 31, 2020	 	  	December 31, 2019	 	
Authorized shares	  	 	4,000,000,000	 	  	 	4,000,000,000	 	
Common shares issued and paid	  	 	660,800,003	 	  	 	660,800,003	 	
Preferred shares issued and paid	  	 	336,187,285	 	  	 	336,187,285	 	
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The nominal value per share is $0.12 Expressed in cents.
Other Comprehensive Income (“OCI”) Reserves
The movement of the other comprehensive income from December 31 2019, to December 31, 2020, is as follows:

 	  	Attributable to owners of the Company	 	 	 	 	  	 	 	
 	  	 	 	 	 	 	  	 	 	 	Income tax reserves relating to (4)	 	 	 	 	  	 	 	 	 	 	  	 	 	
 	  	Hedging
reserves (1)	 	 	Fair value
reserves (2)	 	  	Reserves relating
to actuarial
gains and
losses (3)	 	 	Fair value
reserves	 	  	Reserves
relating to
actuarial
gains and
losses	 	 	Revaluation of
administrative
property (5)	 	  	Total	 	 	NCI	 	  	Total OCI	 	
As of December 31, 2019	  	$	(3,098	) 	 	$	457	 	  	$	(116,704	) 	 	$	3	 	  	$	527	 	 	$	40,695	 	  	$	(78,120	) 	 	$	16	 	  	$	(78,104)	 	
Other comprehensive Income (loss) for the Period	  	 	495	 	 	 	503	 	  	 	(14,608	) 	 	 	—  	 	  	 	(855	) 	 	 	1,074	 	  	 	(13,391	) 	 	 	587	 	  	 	(12,804	) 	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
As of December 31, 2020	  	$	(2,603	) 	 	$	960	 	  	$	(131,312	) 	 	$	3	 	  	$	(328	) 	 	$	41,769	 	  	$	(91,511	) 	 	$	603	 	  	$	(90,908	) 	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
The movement of the other comprehensive income from December 31 2018, to December 31, 2019, is as follows:

 	  	Attributable to owners of the Company	 	 	 	 	 	 	 	
 	  	 	 	 	 	 	 	 	 	 	Income tax reserves relating to (4)	 	  	 	 	  	 	 	 	 	 	 	 	 	
 	  	Hedging
reserves (1)	 	 	Fair value
reserves (2)	 	 	Reserves relating
to actuarial
gains and
losses (3)	 	 	Fair value
reserves	 	  	Reserves
relating to
actuarial
gains and
losses	 	  	Revaluation of
administrative
property (5)	 	  	Total	 	 	NCI	 	 	Total OCI	 	
As of December 31, 2018	  	$	(7,194	) 	 	$	(748	) 	 	$	(74,177	) 	 	$	3	 	  	$	86	 	  	$	37,934	 	  	$	(44,096	) 	 	$	194	 	 	$	(43,902	) 	
Other comprehensive Income (loss) for the Period	  	 	4,096	 	 	 	1,205	 	 	 	(42,527	) 	 	 	—  	 	  	 	441	 	  	 	2,761	 	  	 	(34,024	) 	 	 	(178	) 	 	 	(34,202	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
As of December 31, 2019	  	$	(3,098	) 	 	$	457	 	 	$	(116,704	) 	 	$	3	 	  	$	527	 	  	$	40,695	 	  	$	(78,120	) 	 	$	16	 	 	$	(78,104	) 	

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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
(1)	Hedging Reserves	
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of hedging instruments used in cash flow hedges pending subsequent recognition of the hedged cash flows (See note 28).
 
(2)	Fair value reserves	
The fair value reserve comprises the cumulative net change in the fair value of available–for–sale financial assets until the assets are derecognized or impaired.
 
(3)	Reserve relating to actuarial gains and losses	
It comprises actuarial gains or losses on defined benefit plans and post–retirement medical benefits recognized in other comprehensive income.
 
(4)	Income tax on other comprehensive income	
Whenever an item of other comprehensive income gives rise to a temporary difference, a deferred income tax asset or liability is recognized directly in other comprehensive income
 
(5)	Revaluation of administrative property	
Revaluation of administrative property is related to the revaluation of administrative buildings and property in Colombia, Costa Rica, and El Salvador. The revaluation reserve is adjusted for increases or decreases in fair values of such property.
The following provides an analysis of items presented net in the statement of consolidated statement of comprehensive income which have been subject to reclassification, without considering items remaining in OCI which are never reclassified to profit of loss:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Cash flow hedges:	  				  				
Reclassification during the year to profit or loss	  	$	4,152	 	  	$	(4,481	) 	
Effective valuation of cash flow hedged	  	 	(3,678	) 	  	 	8,413	 	
	  	 	 	 	  	 	 	 	
	  	$	474	 	  	$	3,932	 	
	  	 	 	 	  	 	 	 	
Fair value reserves:	  				  				
Valuations of investments in fair value with changes in OCI	  	$	503	 	  	$	1,205	 	
	  	 	 	 	  	 	 	 	
	  	$	503	 	  	$	1,205	 	

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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(25)	Non-controlling interest	
The information related to each of the subsidiaries of the Group that has material NCI as of December 31, 2020 is summarized below:

 	  	Taca
International
Airlines S.A.	 	 	Avianca
Costa
Rica S.A.	 	 	Other
individually
subsidiaries	 	 	Total	 	
Percentage non-controlling interest	  	 	3.17	% 	 	 	7.58	% 	 				 				
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets	  	$	152,300	 	 	$	43,954	 	 	$	294,413	 	 	$	490,667	 	
Non-current assets	  	 	405,380	 	 	 	53,669	 	 	 	3,494,626	 	 	 	3,953,675	 	
Current liabilities	  	 	(365,984	) 	 	 	(24,026	) 	 	 	(2,566,719	) 	 	 	(2,956,729	) 	
Non-current liabilities	  	 	(179,468	) 	 	 	(3,760	) 	 	 	(1,317,552	) 	 	 	(1,500,780	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net assets	  	 	12,228	 	 	 	69,837	 	 	 	(95,232	) 	 	 	(13,167	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net profit (loss)	  	 	(4,592	) 	 	 	(3,095	) 	 	 	487	 	 	 	(7,200	) 	
Other comprehensive income	  	$	(307	) 	 	$	(1,141	) 	 	$	2,035	 	 	$	587	 	
The information related to each of the subsidiaries of the Group that has material NCI as of December 31, 2019 is summarized below:

 	  	LifeMiles
Ltd.	 	 	Taca
International
Airlines S.A.	 	 	Avianca
Costa Rica
S.A.	 	 	Other
individually
subsidiaries	 	 	Total	 	
Percentage non-controlling interest	  	 	30.00	% 	 	 	3.17	% 	 	 	7.58	% 	 				 				
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current assets	  	$	52,807	 	 	$	30,762	 	 	$	28,747	 	 	$	7,274	 	 	$	119,590	 	
Non-current assets	  	 	20,168	 	 	 	14,113	 	 	 	5,470	 	 	 	5,345	 	 	 	45,096	 	
Current liabilities	  	 	(94,047	) 	 	 	(18,421	) 	 	 	(34,584	) 	 	 	(5,492	) 	 	 	(152,544	) 	
Non-current liabilities	  	 	(172,582	) 	 	 	(37,848	) 	 	 	(806	) 	 	 	(3,072	) 	 	 	(214,308	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net assets	  	 	(193,654	) 	 	 	(11,394	) 	 	 	(1,173	) 	 	 	4,055	 	 	 	(202,166	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net profit (loss)	  	 	26,829	 	 	 	(3,524	) 	 	 	(4,066	) 	 	 	478	 	 	 	19,717	 	
Other comprehensive income	  	$	(163	) 	 	$	7	 	 	$	(25	) 	 	$	3	 	 	$	(178	) 	
 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Acquisition of Non-Controlling Interest
In October 2020, the Group acquired an additional 19.9% interest in LifeMiles, increasing its stake from 70% to 89.9%; additionally, it signed a purchase option to acquire the remaining 10.1% of LifeMiles shares. The acquisition was carried out through DIP financing and $26,500 in cash. In accordance with the high probability of exercising the option by the group, an anticipated purchase was recognized for accounting purposes, increasing the stake from 89.9% to 100%. AV Loyalty (Cayman) Limited legally holds its 10.1% stake in LifeMiles ordinary shares.
The book value of LifeMiles’ equity (deficit) in the group’s consolidated financial statements was $ (652,040)

Book value of the acquired non-controlling interest ($652,040*30%)	  	$	(195,612	) 	
Consideration paid of acquired non-controlling interest	  	 	(200,000	) 	
	  	 	 	 	
Increase in accumulated losses attributable to the Group	  	$	(395,612	) 	
	  	 	 	 	
Due to this transaction, there was an increase in accumulated losses in equity attributable to the group for $395,612.
 
 	(26)	Losses per share	
The calculation of basic loss per share at December 31, 2020 and 2019 is as follows:

 	  	Total
December 31,
2020	 	  	Total
December 31,
2019	 	  	Total
December 31,
2018	 	
Net loss attributable to Avianca Holdings S.A.	  	$	(1,086,935	) 	  	$	(913,712	) 	  	$	(24,803	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Weighted average number of shares	  				  				  				
(in thousands of shares)	  				  				  				
Common stock	  	 	660,800	 	  	 	660,800	 	  	 	660,800	 	
Preferred stock	  	 	336,187	 	  	 	336,187	 	  	 	336,187	 	
Losses per share (1)	  				  				  				
Common stock	  	$	(1.09	) 	  	$	(0.92	) 	  	$	(0.03	) 	
Preferred stock	  	$	(1.09	) 	  	$	(0.92	) 	  	$	(0.03	) 	
 
(1)	Expressed in dollars.	
There are no interests in convertible preferred shares.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(27)	Operating revenue	
The Group had no major customers which represented more than 10% of revenues in 2020 and 2019. The Group tracks its segmented gross revenue information by type of service provided and by region, as follows:
By type of service provided

 	  	Year ended
December 31,
2020	 	  	Percentage	 	 	Year ended
December 31,
2019	 	  	Percentage	 	 	Year on
Year
Variation	 	
Domestic	  				  				 				  				 				
Passenger	  	 	511,839	 	  	 	30	% 	 	$	2,000,222	 	  	 	43	% 	 	 	(1,488,383	) 	
Cargo and courier	  	 	294,312	 	  	 	17	% 	 	 	285,802	 	  	 	6	% 	 	 	8,510	 	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
	  	 	806,151	 	  	 	47	% 	 	 	2,286,024	 	  	 	49	% 	 	 	(1,479,873	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
International	  				  				 				  				 				
Passenger	  	 	492,144	 	  	 	29	% 	 	 	1,904,542	 	  	 	41	% 	 	 	(1,412,398	) 	
Cargo and courier	  	 	278,302	 	  	 	16	% 	 	 	282,576	 	  	 	6	% 	 	 	(4,274	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
	  	 	770,446	 	  	 	45	% 	 	 	2,187,118	 	  	 	47	% 	 	 	(1,416,672	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Other (1)	  	 	134,988	 	  	 	8	% 	 	 	148,354	 	  	 	4	% 	 	 	(13,366	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Total operating revenues	  	 	1,711,585	 	  	 	100	% 	 	$	4,621,496	 	  	 	100	% 	 	 	(2,909,911	) 	

																					
 	  	Year ended
December 31,
2019	 	  	Percentage	 	 	Year ended
December 31,
2018	 	  	Percentage	 	 	Year on
Year
Variation	 	
Domestic	  				  				 				  				 				
Passenger	  	$	2,000,222	 	  	 	43	% 	 	$	2,001,825	 	  	 	41	% 	 	 	(1,603	) 	
Cargo and courier	  	 	285,802	 	  	 	6	% 	 	 	303,343	 	  	 	6	% 	 	 	(17,541	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
	  	 	2,286,024	 	  	 	49	% 	 	 	2,305,168	 	  	 	47	% 	 	 	(19,144	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
International	  				  				 				  				 				
Passenger	  	 	1,904,542	 	  	 	41	% 	 	 	2,072,566	 	  	 	42	% 	 	 	(168,024	) 	
Cargo and courier	  	 	282,576	 	  	 	6	% 	 	 	315,433	 	  	 	7	% 	 	 	(32,857	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
	  	 	2,187,118	 	  	 	47	% 	 	 	2,387,999	 	  	 	49	% 	 	 	(200,881	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Other (1)	  	 	148,354	 	  	 	4	% 	 	 	197,663	 	  	 	4	% 	 	 	(49,309	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Total operating revenues	  	$	4,621,496	 	  	 	100	% 	 	$	4,890,830	 	  	 	100	% 	 	 	(269,334	) 	

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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Other operating income
Other operating revenue for the years ended December 31, 2020, 2019 and 2018 is as follows:

 	  	Year ended
December 31,
2020	 	  	Year ended
December 31,
2019	 	  	Year ended
December 31,
2018	 	
Frequent flyer program	  	$	48,207	 	  	$	40,794	 	  	$	46,376	 	
Ground operations (a)	  	 	6,032	 	  	 	18,448	 	  	 	23,592	 	
Leases	  	 	619	 	  	 	11,590	 	  	 	22,610	 	
Maintenance	  	 	10,350	 	  	 	8,162	 	  	 	58,032	 	
Interline	  	 	742	 	  	 	2,087	 	  	 	2,025	 	
Other (b)	  	 	69,038	 	  	 	67,273	 	  	 	45,028	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
	  	$	134,988	 	  	$	148,354	 	  	$	197,663	 	

(a)	Group provides services to other airlines at main hub airports.	
 
(b)	Corresponds mainly to income from penalties, distribution of dividends received, additional services and the amortization of sale and leaseback.	
Contract balances
The following table provides information on accounts receivable, assets and liabilities of contracts with customers:

 	  	Notes	  	December 31,
2020	 	  	December 31,
2019	 	
Net of accounts receivable	  	9	  	$	118,665	 	  	$	215,673	 	
Prepaid compensation customers	  	12	  	 	1,870	 	  	 	13,768	 	
Air traffic responsibility	  	22	  	 	(399,184	) 	  	 	(337,363	) 	
Deferred frequent flyer income	  	22	  	 	(452,815	) 	  	$	(417,632	) 	
 
 	(28)	Derivatives recognized as hedging instruments	
Financial instruments recognized as hedging instruments at fair value though other comprehensive income as of December 31, 2020 and 2019, are the following:

 	  	Note	 	  	December 31,
2020	 	  	December 31,
2019	 	
Cash flow hedges - assets	  				  				  				
Fuel price	  				  	$	—  	 	  	$	525	 	
Interest rate	  				  	 	—  	 	  	 	11	 	
	  				  	 	 	 	  	 	 	 	
Total	  				  	$	—  	 	  	$	536	 	
	  				  	 	 	 	  	 	 	 	
Cash flow hedges - liabilities	  				  				  				
Interest rate	  	 	23	 	  	$	2,697	 	  	$	1,241	 	
	  				  	 	 	 	  	 	 	 	
Total	  				  	$	2,697	 	  	$	1,241	 	

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The notional value of derivatives recognized as hedging instruments for the period ended December 31, 2019, is equivalent to 6,792,000 gallons of jet fuel for aircraft, As of December 31, 2020, the Group does not have fuel price hedges.
Financial assets and liabilities at fair value through other comprehensive income reflect the change in fair value of fuel price derivative contracts designated as cash flow hedges. Hedged items are designated future purchases deemed as highly probable forecast transactions.
Cash flow hedges liabilities are recognized within other liabilities in the consolidated statement of financial position.
The Group purchases jet fuel on an ongoing basis as its operating activities require a continuous supply of this commodity. The increased volatility in jet fuel prices has led the Group to the decision to enter into commodity contracts. These contracts are expected to reduce the volatility attributable to fluctuations in jet fuel prices for highly probable forecast jet fuel purchases, in accordance with the risk management strategy outlined by the Board of Directors. The contracts are intended to hedge the volatility of the jet fuel prices for a period between three and twelve months based on existing purchase agreements.
The following table indicates the periods in which the cash flows associated with cash flow hedges are expected to occur, and the fair values of the related hedging instruments to December 31, 2020 and December 31, 2019:

December 31, 2020	  	Fair Value	 	  	1–12 months	 	  	12–24 months	 	
Fuel price	  				  				  				
Liabilities	  	$	2,697	 	  	$	—  	 	  	$	2,697	 	

December 31, 2019	  	Fair Value	 	  	1–12 months	 	  	12–24 months	 	
Fuel price	  				  				  				
Assets	  	$	525	 	  	$	525	 	  	$	—  	 	
Interest rate	  				  				  				
Assets	  	 	11	 	  	 	—  	 	  	 	11	 	
Liabilities	  	$	1,241	 	  	$	—  	 	  	$	1,241	 	
The terms of the cash flow hedging contracts have been negotiated for the expected highly probable forecast transactions to which hedge accounting has been applied. As of December 31, 2020, 2019 and 2018, a net (loss)/gain relating to the hedging instruments of 474, $3,932 and $(13,701) respectively is included in other comprehensive income (See note 24).
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(29)	Derivative financial instruments	
Derivative financial instruments at fair value through profit or loss as of December 31, 2020 and December 31, 2019 are the following:

 	  	Notes	 	  	December 31,
2020	 	  	December 31,
2019	 	
Derivatives not designated as hedges – liabilities	  				  				  				
Derivative contracts of interest rate	  	 	23	 	  	$	—  	 	  	$	48	 	
	  				  	 	 	 	  	 	 	 	
Total	  				  	$	—  	 	  	$	48	 	
	  				  	 	 	 	  	 	 	 	
Financial instruments to fair value financial instruments to fair value without effect in other comprehensive income are derivative contracts not designated as hedges instruments for accounting purposes that are intended to reduce the levels of risk of foreign currency and interest rates.
Liabilities on derivatives not designated as hedges are recognized within other liabilities in the consolidated statement of financial position.
Foreign currency risk
Certain foreign currency forward contracts are measured at fair value through profit or loss and are not designated as hedging instruments for accounting purposes. The foreign currency forward contract balances vary with the level of expected foreign currency sales and purchases and changes in foreign currency forward rates.
Interest rate risk
The Group incurs interest rate risk primarily on financial obligations to banks and aircraft lessors. Certain financial derivative instruments are recognized at fair value through profit or loss and are not designated as hedging instruments for accounting purposes. The interest rate contracts vary according to the level of expected interest payable and changes in interest rates of financial obligations. Interest rate risk is managed through a mix of fixed and floating rates on loans and lease agreements, combined with interest rate swaps and options. Under these agreements, the Group pays a fixed rate and receives a variable rate.
 
 	(30)	Offsetting of Financial Instruments	
The Group has derivative instruments that could meet the offsetting criteria in paragraph 42 of IAS 32 given that the Group has signed with its counterparties enforceable master netting arrangements. Consequently, when derivatives signed with the same counterparty and for the same type of notional result in gross assets and liabilities, the positions are set off resulting in the presentation of a net derivative. As of December 31, 2020, and 2019, the Group has not set off derivative instruments because it has not had gross assets and liabilities with the same counterparty for the same type of notional.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(31)	Fair value measurements	
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities as of December 31, 2020:
Quantitative disclosures of fair value measurement hierarchy for assets:

 	  	Fair value measurement using	 		
	Assets measured at fair value	  	Quoted prices
in active
markets
(Level 1)	 	  	Significant
observable
inputs
(Level 2)	 	  	Significant
unobservable
inputs
(Level 3)	 	  	Total	 	
Investments	  	$	—  	 	  	$	42,919	 	  	$	—  	 	  	$	42,919	 		
Assets of the benefits plan	  	$	—  	 	  	$	216,548	 	  	$	—  	 	  	$	216,548	 		
Assets held for sale (1)	  	$	—  	 	  	$	884	 	  	$	—  	 	  	$	884	 		
Revalued administrative property (note 14)	  	$	—  	 	  	$	—  	 	  	$	110,931	 	  	$	110,931	 		
 
(1)	Assets held for sale don’t including sales costs associated.	
Quantitative disclosures of fair value measurement hierarchy for liabilities:

 	  	Fair value measurement using	 		
	Liabilities measured at fair value	  	Quoted prices
in active
markets
(Level 1)	 	  	Significant
observable
inputs
(Level 2)	 	  	Significant
unobservable
inputs
(Level 3)	 	  	Total	 	
Interest rate derivatives (notes 28 and 29)	  	$	—  	 	  	$	2,697	 	  	$	—  	 	  	$	2,697	 		
Liabilities for which fair values are disclosed	  				  				  				  					
Short–term borrowings and long–term debt	  	$	—  	 	  	$	6,275,788	 	  	$	—  	 	  	$	6,275,788	 		

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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities as of December 31, 2019:
Quantitative disclosures of fair value measurement hierarchy for assets:

 	  	Fair value measurement using	 		
	Assets measured at fair value	  	Quoted prices
in active
markets
(Level 1)	 	  	Significant
observable
inputs
(Level 2)	 	  	Significant
unobservable
inputs
(Level 3)	 	  	Total	 	
Derivative financial assets (note 28 and 29)	  				  				  				  					
Aircraft fuel hedges	  	$	—  	 	  	$	525	 	  	$	—  	 	  	$	525	 		
Interest rate derivatives	  	 	—  	 	  	 	11	 	  	 	—  	 	  	 	11	 		
Investments	  	 	—  	 	  	 	55,440	 	  	 	—  	 	  	 	55,440	 		
Assets of the benefits plan	  	 	—  	 	  	 	204,527	 	  	 	—  	 	  	 	204,527	 		
Assets held for sale (1)	  	 	—  	 	  	 	694,336	 	  	 	—  	 	  	 	694,336	 		
Revalued administrative property (note 14)	  	$	—  	 	  	$	—  	 	  	$	111,112	 	  	$	111,112	 		
 
(1)	Assets held for sale don’t including sales costs associated.	
Quantitative disclosures of fair value measurement hierarchy for liabilities:

 	  	Fair value measurement using	 		
	Liabilities measured at fair value	  	Quoted prices
in active
markets
(Level 1)	 	  	Significant
observable
inputs
(Level 2)	 	  	Significant
unobservable
inputs
(Level 3)	 	  	Total	 	
Interest rate derivatives (notes 28 and 29)	  	$	—  	 	  	$	1,289	 	  	$	—  	 	  	$	1,289	 		
Liabilities for which fair values are disclosed	  				  				  				  					
Short–term borrowings and long–term debt	  	$	—  	 	  	$	5,454,688	 	  	$	—  	 	  	$	5,454,688	 		
Fair values hierarchy
The table below analyses financial instruments carried at fair value by valuation method. The different levels have been defined as follows:

Level 1	    	Observable inputs such as quoted prices in active markets	
		
Level 2	    	inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; or	
		
Level 3	    	inputs are unobservable inputs for the asset or liability.	
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re–assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
Fair values have been determined for measurement and/or disclosure purposes based on the following methods.
 
 	(a)	The fair value of financial assets which changes in OCI is determined by reference to the present value of future principal and interest cash flows, discounted at a market based on interest rate at the reporting date.	
 
 	(b)	The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings, Derivatives valued using valuation techniques with market observable inputs are mainly interest rate contracts, foreign currency forward contracts and commodity contracts, The most frequently applied valuation techniques include forward pricing and swap models, using present value calculations, The models incorporate various inputs including the credit quality of counterparties, foreign currency spot and forward rates, interest rate curves and forward rate curves of the underlying commodity.	
 
 	(c)	The Group uses the revaluation model to measure its land and buildings which are composed of administrative properties, Management determined that this constitutes one class of asset under IAS 16, based on the nature, characteristics and risks of the property, The fair values of the properties were determined by using market comparable methods, This means that valuations performed by the appraisals are based on active market prices, adjusted for difference in the nature, location or condition of the specific property, The Group engaged accredited independent appraisals, to determine the fair value of its land and buildings.	
 
 	(32)	Income tax expense and other taxes	
Assets and liabilities for taxes as of December 31, 2020 and December 31, 2019 are as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Current income tax – assets	  	$	44,681	 	  	$	99,973	 	
Other current taxes	  				  				
Current VAT – assets	  	 	36,403	 	  	 	90,955	 	
Other taxes current	  	 	30,701	 	  	 	7,791	 	
	  	 	 	 	  	 	 	 	
Total other current taxes	  	 	67,104	 	  	 	98,746	 	
	  	 	 	 	  	 	 	 	
Total current tax – assets	  	$	111,785	 	  	$	198,719	 	
Non-current income tax – assets	  	 	—  	 	  	 	1	 	
	  	 	 	 	  	 	 	 	
Total tax - assets	  	$	111,785	 	  	$	198,720	 	
	  	 	 	 	  	 	 	 	
Current income tax - liabilities	  	($	54,738	) 	  	$	(26,421	) 	

 
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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Components of income tax expense
Income tax expense for the periods ended December 31, 2020, 2019 and 2018 comprises the following:

 	  	Year ended
December 31,
2020	 	  	Year ended
December 31,
2019	 	  	Year ended
December 31,
2018	 	
Current income tax:	  				  				  				
Current income tax charge	  	$	54,738	 	  	$	25,171	 	  	$	24,208	 	
Changes in estimates related to prior years	  	 	(3,731	) 	  	 	1,304	 	  	 	2,943	 	
Deferred tax expense:	  				  				  				
Relating to origination and reversal of temporary differences	  	 	53	 	  	 	(2,492	) 	  	 	(6,938	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Income tax expense reported in the income statement	  	$	49,431	 	  	$	23,983	 	  	$	20,213	 	

 	a)	Reconciliation of the Tax Rate in accordance with the Tax Provisions and the Effective Rate:	
Standards in other countries
Subsidiary companies in Ecuador must pay a capital gains tax at a 28% rate. For subsidiaries in Costa Rica, México and Salvador, the rate is 30%, in Guatemala the rate is 25%.
Standards in Colombia
Income tax recognized in income
In 2019, the National Government issued Law 2010 in accordance with the objectives on the matter promoted by Law 1943 of 2018, however, it presents the following modifications:
Income tax rate for taxable year 2020 and following:

	Year	  	General Rate*	 	 	Rate Applicable to
Financial Entities **	 	
2020	  	 	32	% 	 	 	36	% 		
2021	  	 	31	% 	 	 	34	% 		
2022 and next	  	 	30	% 	 	 	33	% 		

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Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Applicable rate for national companies, permanent establishments and foreign entities.
 
**	Rate applicable to financial entities with taxable income equal to or greater than 120,000 UVT, as provided in paragraph 7 included in article 240 of the Tax Statute.	
Presumptive income tax
On the other hand, it reduces for the year 2020, the applicable rate for the purposes of calculating income tax under the presumptive income system, which will be 0.5% of the taxpayer’s net worth of the immediately previous year. From the year 2021 the applicable rate will be 0%.
Dividend Tax
The rate is reduced from 15% to 10% for resident natural persons, illiquid inheritance. also, the rate is increased from 7.5% to 10% for non-resident natural and legal persons and permanent establishments. The withholding applicable to national companies remains at the rate of 7.5%.
Equity tax
For the taxable years 2020 and 2021, the wealth tax is maintained, for natural persons, resident illiquid successions and non-resident natural and legal persons.
Fifty percent (50%) of the equity value of the assets subject to the complementary tax of tax normalization that have been declared in the taxable period 2020 and that have been repatriated to Colombia and invested with vocation was added to the taxable base of the tax. of permanence in the country, in accordance with the standardization tax provided for in this Law.
Normalization Tax
The new tax normalization tax is created for the year 2020, complementary to the income tax and the wealth tax, in charge of the taxpayers of the income tax or substitute income tax regimes that have omitted assets or liabilities non-existent as of January 1, 2020. The applicable rate for this taxable period is 15% and the independent return had to be presented until September 25, 2020, which does not allow correction or extemporaneous presentation, as in 2019 the base Taxable may be reduced to 50% when the taxpayer repatriated normalized assets from abroad and invests them with a vocation to remain in the country for a period of no less than two years as of January 1, 2021.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Transfer Pricing
Income tax payers who carry out operations with related parties or related parties abroad are obliged to determine, for income tax purposes, their ordinary and extraordinary income, their costs and deductions, their assets and liabilities, considering for these operations the prices and profit margins that would have been used in comparable operations with or between economically unrelated operations.
Independent advisors advance the update of the transfer pricing study, required by tax provisions, tending to demonstrate that the operations with foreign economic associates were carried out at market values during 2020. For this purpose, the Company will present an informative statement and will have available the referred study for the end of July 2021. Failure to comply with the transfer pricing regime may lead to financial penalties and a higher income tax; However, the Administration and its advisers are of the opinion that the study will be concluded in a timely manner and will not result in significant changes to the base used for the determination of the 2020 income tax provision.
Audit benefit
Law 1943 of 2018 established that taxpayers who for the taxable year 2019 and 2020 in their private liquidation of income and complementary taxes increase the net income tax by at least a minimum percentage of 30%, in relation to the Net income tax for the immediately preceding year, your return will be final within six (6) months from the date of its presentation if no notice of a summons to correct or special requirement or special summons or provisional liquidation has been notified and, provided that the declaration is presented in a timely manner and the payment is made within the established deadlines.
However, if the increase in the net income tax is at least 20%, in relation to the net income tax of the immediately previous year, the return will be final within twelve (12) months following the presentation of the statement if no notice has been notified to correct or special requirement or special location or provisional settlement and the statement is always submitted in a timely manner and payment is made within the established deadlines.
The above benefit does not apply to: (i) taxpayers who enjoy tax benefits due to their location in a specific geographic area; (ii) when it is shown that declared withholdings at source are non-existent; (iii) when the net income tax is less than 71 UVT (2020 is equivalent to $ 2,528,097). The term provided in this rule does not extend for withholding tax returns or for sales tax, which will be governed by the general rules.
Tax Procedure.
The audit benefit applicable to the taxable year 2019 is extended to the taxable years 2020 and 2021.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The term of firmness applicable to declarations in which tax losses are offset or generated is reduced to five years and compared to the years in which it is obliged to comply with the transfer pricing regime.
The term for voluntarily correcting tax returns in which the balance in favor is decreased or the amount to be paid increases is extended to three years.
Firmness of Income Tax and Complementary Tax Returns
Before the issuance of Law 1819 of 2016, article 714 of the Tax Statute established the following firmness terms:
to. General firmness: 2 years following the expiration date of the term to declare.
b. Late filing: 2 years following the filing date of the return.
c. Balance in favor: when the return presents a balance in favor of the taxpayer, it will be final within 2 years after the date of submission of the request for refund or compensation.
As of the year 2017 and with the entry into force of Law 1819 of 2016, the general term of firmness of tax returns is 3 years from the date of their expiration or from the date of their presentation, when these have been submitted extemporaneously. The firm term is 6 years when there are transfer pricing obligations.
Regarding those declarations in which favorable balances are presented, the firm term is 3 years, from the date of the presentation of the request for refund or compensation.
Regarding those tax returns in which tax losses are offset, the firmness corresponds to the same term that the taxpayer has to offset it, that is, 12 years. This term extends from the date of compensation for 3 more years in relation to the statement in which said loss was settled.
As of the year 2020, with the entry into force of the 2010 law of 2019, those tax returns in which tax losses are offset, the firmness corresponds to five years
As of 2019 and with the entry into force of Law 1943 of 2018, the extension of the firmness of 3 additional years for compensation of tax losses is eliminated.
As of the year 2020, with the entry into force of the 2010 law of 2019, those tax returns in which tax losses are offset, the firmness corresponds to five years
As of 2019 and with the entry into force of Law 1943 of 2018, the extension of the firmness of 3 additional years for compensation of tax losses is eliminated.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Reconciliation of the Tax Rate in Accordance with the Tax Provisions and the Effective Rate:
The consolidated loss before income tax amounted to $1,044,704 in 2020 and $870,012 in 2019, and the income tax expense amounted to $49,431 in 2020 and $23,983 in 2019. The effective tax rate in 2020 was (5%) and (3%) in 2019. The corporate income tax rate in 2020 was 32% and 33% in 2019. The differences between the corporate income tax rate and effective tax rate are generated by subsidiaries with net losses in some jurisdictions where is not recognized deferred tax assets due to it is not probable that taxable profits will be available against which the deductible temporary differences can be utilized.
A reconciliation between tax expense and the product of accounting profit multiplied by domestic tax rate for the years ended December 31, 2020, 2019 and 2018 is as follows:

 	  	Year ended
December 31, 2020	 	  	Year ended
December 31, 2019	 	  	Year ended
December 31, 2018	 	
Net (loss) profit for the year	  				 	$	(1,094,135	) 	  				 	$	(893,995	) 	  				 	$	1,143	 	
Total income tax expense	  				 	 	49,431	 	  				 	 	23,983	 	  				 	 	20,213	 	
	  				 	 	 	 	  				 	 	 	 	  				 	 	 	 	
(Loss) profit before income tax	  				 	$	(1,044,704	) 	  				 	$	(870,012	) 	  				 	$	21,356	 	
	  				 	 	 	 	  				 	 	 	 	  				 	 	 	 	
Income tax at Colombian statutory rate	  	 	32%	 	 	 	(334,305	) 	  	 	33	% 	 	 	(287,104	) 	  	 	37.00	% 	 	 	7,902	 	
Productive fixed assets special deduction	  	 	0	% 	 	 	—  	 	  	 	0	% 	 	 	—  	 	  	 	(268.0	%) 	 	 	(57,229	) 	
Permanent differences (1)	  	 	(19	%) 	 	 	195,061	 	  	 	(16	%) 	 	 	136,798	 	  	 	(390.8	%) 	 	 	(83,458	) 	
Non-deductible taxes	  	 	0	% 	 	 	—  	 	  	 	0	% 	 	 	(167	) 	  	 	16	% 	 	 	3,413	 	
Effect of tax exemptions, tax rates and exchange rates in foreign jurisdictions	  	 	(7	%) 	 	 	75,132	 	  	 	(11	%) 	 	 	91,570	 	  	 	1,191.2	% 	 	 	254,391	 	
Non recognized deferred tax assets	  	 	(11	%) 	 	 	115,817	 	  	 	(9	%) 	 	 	82,362	 	  	 	(544.9	%) 	 	 	(116,362	) 	
Prior year adjustments	  	 	0	% 	 	 	(2,114	) 	  	 	0	% 	 	 	(36	) 	  	 	(5.8	%) 	 	 	(1,245	) 	
Changes in tax rates	  	 	0	% 	 	 	(160	) 	  	 	0	% 	 	 	560	 	  	 	59.9	% 	 	 	12,801	 	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
	  	 	(5	%) 	 	$	49,431	 	  	 	(3	%) 	 	$	23,983	 	  	 	95	% 	 	$	20,213	 	

 	(1)	Corresponds mainly to (a) application of special tax bases of taxation in subsidiaries that operate in El Salvador and Costa Rica, (b) non-deductible expenses for special deductions for the disposal of certain fixed assets and (c) application of the exception of IAS 12 in the recognition of deferred tax for investments in subsidiaries.	
(b) Deferred Taxes with Respect to Subsidiary Companies:
During the year ended December 31, 2020 Avianca S.A. and Tampa Cargo S.A.S. are the dominant companies in their subsidiaries, which can control the future moment in which the temporary differences related to their investments will be reversed and additionally these are not expected to reverse in the foreseeable future. Consequently, and in accordance with the exception allowed by paragraphs 39 and 44 of IAS 12, deferred tax liabilities for US $ 99 million were not recognized as of December 31, 2020, for the year 2019 this figure is US $ 71 million.
(c) Deferred Tax Unrecognized Assets on Tax Credits:
As of December 31, 2020, and 2019, the following is the detail of the tax losses and excess presumptive income of the Company that have not been used and on which no active deferred tax has been recognized:
Tax losses originated in the year:

2017	  	$	87,569	 	
2018	  	 	86,630	 	
2019	  	 	51,849	 	
2020	  	 	27,201	 	
	  	 	 	 	
Total:	  	$	253,249	 	

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Excess of presumptive income originated in the year:

Year 2017	  	$	1,250	 	
Year 2018	  	 	340	 	
	  	 	 	 	
Total:	  	$	1,590	 	
	  	 	 	 	
The Group has deferred tax asset corresponding to the aforementioned tax losses for $76 millions. However, according to the Company’s financial projections no tax income will be generated for the next 3 years to allow the compensation of the deferred tax assets. Therefore, said deferred tax assets has only been recognized by an amount up to the concurrence of deferred tax liabilities, according with accounting standards.
(d) Deferred tax by type of temporary difference:
The differences between the carrying value of assets and liabilities and the tax bases, lead to temporary differences that generate deferred taxes, calculated and registered in the periods December 31, 2020 and 2019 applying the tax rate for the taxable year in which those temporary differences will be reversed.
Below is an analysis of the deferred tax assets and liabilities of the Group:
Consolidated statement of financial position

 	  	December 31,
2020	 	  	December 31,
2019	 	  	Variation	 	
Assets (liabilities)	  				  				  				
Accounts payable	  	$	461	 	  	$	39,904	 	  	$	(39,443	) 	
Aircraft maintenance	  	 	909	 	  	 	(3,691	) 	  	 	4,600	 	
Pension liabilities	  	 	10,477	 	  	 	10,599	 	  	 	(122	) 	
Provisions	  	 	96,151	 	  	 	24,330	 	  	 	71,821	 	
Loss carry forwards	  	 	—  	 	  	 	5,333	 	  	 	(5,333	) 	
Unrecognized deferred tax asset	  	 	(43,099	) 	  	 	—  	 	  	 	(43,099	) 	
Non-monetary items	  	 	(51,621	) 	  	 	(36,626	) 	  	 	(14,995	) 	
Intangible assets	  	 	(304	) 	  	 	1,159	 	  	 	(1,463	) 	
Other	  	 	(1,660	) 	  	 	(32,313	) 	  	 	30,653	 	
	  	 	 	 	  	 	 	 	  	 	 	 	
Net deferred tax assets / (liabilities)	  	$	11,314	 	  	$	8,695	 	  	$	2,619	 	

 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Reflected in the statement of financial position as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Deferred tax assets	  	$	25,236	 	  	$	27,166	 	
Deferred tax liabilities	  	 	(13,922	) 	  	 	(18,471	) 	
	  	 	 	 	  	 	 	 	
Deferred tax assets (liabilities) net	  	$	11,314	 	  	$	8,695	 	
	  	 	 	 	  	 	 	 	
Reconciliation of deferred tax assets net

 	  	December 31,
2020	 	  	December 31,
2019	 	
Opening balance as of January 1,	  	$	8,695	 	  	$	6,136	 	
Tax income during the period recognized in profit or loss	  	 	(53	) 	  	 	2,492	 	
Tax income during the period recognized in other comprehensive income	  	 	(818	) 	  	 	441	 	
Exchange differences	  	 	3,490	 	  	 	(374	) 	
	  	 	 	 	  	 	 	 	
Closing balance as of December 31	  	$	11,314	 	  	$	8,695	 	

 	e)	Effect of deferred tax on each component of the other comprehensive income account:	
The following summarizes the effects of deferred tax on each component of the other comprehensive income account:

	Consolidated Statement of Other Comprehensive Income	  	December 31,
2020	 	  	December 31,
2019	 	  	
December 31,
2018	 	
Reserves related to actuarial gains and losses	  	$	(818	) 	  	$	441	 	  	$	(39	) 		
	  	 	 	 	  	 	 	 	  	 	 	 		
Income tax recorded directly in other comprehensive income	  	$	(818	) 	  	$	441	 	  	$	(39	) 		

 	(33)	Provisions for legal claims	
As of December 31, 2020, and 2019 the Group is involved in different lawsuits and legal actions that arise in the development of commercial activities.

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The changes in provisions for litigation as of December 31, 2020 and 2019 are as follows:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Balances at the beginning of the period	  	$	20,244	 	  	$	7,809	 	
Provisions constituted	  	 	11,215	 	  	 	21,208	 	
Provisions reverse	  	 	(3,660	) 	  	 	(6,537	) 	
Provisions used	  	 	(453	) 	  	 	(2,236	) 	
Deconsolidation subsidiary AV Perú	  	 	(4,032	) 	  	 	—  	 	
	  	 	 	 	  	 	 	 	
Balances at the end of the period	  	$	23,314	 	  	$	20,244	 	
	  	 	 	 	  	 	 	 	
Among the provisions for litigation are those related to labor processes (December 31, 2020: $13,329, December 2019: $6,413), consumer protection processes (December 31, 2020: $2,620, December 2019: $4,101) and civil processes (December 31, 2020: $771, December 2019: $766).
Certain proceedings are considered possible obligations. Based on the plaintiffs’ claims, as of December 31, 2020 and December 31, 2019, these contingencies amount to a total of $138,357 and $206,382 respectively. Certain losses which may result from those proceedings will be covered either by insurance companies or with funds provided by third parties. The proceedings that will be settled using the aforementioned forms of payment are estimated $21,242 as of December 31, 2020 and $28,174 as of December 31, 2019.
In accordance with IAS 37, the legal claims that the Group considers representing a remote risk are not contemplated in the consolidated financial statements.
Internal investigations to determine whether we may have violated the U.S. Foreign Corrupt Practices Act and other laws
In August 2019, the Group disclosed that it had discovered a business practice at the Group whereby Group employees, including members of senior management, as well as certain members of the board of directors, provided “things of value,” which based on its current understanding have been limited to free and discounted airline tickets and upgrades, to government employees in certain countries. The Group commenced an internal investigation, supervised by the Audit Committee, and retained reputable outside counsel and a specialized forensic investigatory firm to determine whether this practice may have violated the FCPA or other potentially applicable U.S. and non-U.S. anti-corruption laws. In 2018, the Group implemented certain revisions to its policies designed to prevent such practice from occurring, including limiting the number of persons at the Group who are authorized to issue free and discounted airline tickets and upgrades, and requiring additional internal approvals. On August 13, 2019, the Group voluntarily disclosed this investigation to both the U.S. Department of Justice and the SEC, and, subsequently, to the Colombian Financial Superintendence.
Also, in February 2020, the Office of the Attorney General of Colombia served Avianca with a search warrant of its offices with the objective of collecting information related to this investigation, As has been its practice, Avianca has cooperated and will continue to cooperate with all pertinent authorities, Avianca will provide the information being requested to the Office of the Attorney General of Colombia, while exercising its legal rights to ensure that its confidential and privileged information remains protected.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The U.S. and Colombian government inquiries described above, related inquiries and developments in other countries, and the Group’s internal investigations are continuing, Any action in these or related inquiries, proceedings or other developments, or any agreement the Group enters into to settle the same, may result in substantial fines, reputational harm and other sanctions and adverse consequences, Based upon the opinion of its outside counsel, the Group believes that there is no adequate basis at this time for estimating accruals or quantifying any contingency with respect to these matters. As of the date of this report, the investigations remain ongoing.
Internal Investigation regarding potential impacts at the group due to corrupt business practices at Airbus
In January 2020, our primary aircraft supplier Airbus entered into a settlement with authorities in France, the United Kingdom and the United States regarding corrupt business practices, Airbus’ settlement with French authorities references a possible request by an Avianca “senior executive” in 2014 for an irregular commission payment, which was ultimately not made, As a result of this development, we have voluntarily initiated an internal investigation to analyze our commercial relationship with Airbus and to determine if we have been the victim of any improper or illegal acts, We have disclosed this internal investigation to the U.S. Department of Justice and the SEC, as well as the Superintendence of Industry and Commerce and the Colombian Office of the Attorney General, We are cooperating with all agencies, Our internal investigations are not complete and we cannot predict the outcome of these internal investigations or what potential actions may be taken by the U.S. Department of Justice, the SEC or local regulators or officials, If it is found that these business practices violated the FCPA or other similar laws applicable to us, or we were at any time not in compliance with any other laws governing the conduct of our business, we could be subject to criminal and civil remedies, including sanctions, monetary penalties and regulatory actions, which could materially and adversely affect us, The Office of the Attorney General of the Nation in Colombia has authorized us to act as potential victims of these events, and as such we have been participating. As of the date of this report, the investigations remain ongoing.
Review of potential inadvertent violations of the U.S. Cuban Assets Control Regulations
In September 2019, the Group disclosed that it had become aware that it had become subject to U.S. jurisdiction for purposes of certain U.S. sanctions laws and regulations administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. This jurisdictional nexus was established as a result of the transfer, on November 9, 2018, by the Group’s parent company, Synergy Aerospace Corp, (Synergy), of approximately 78% of the Group’s voting common shares (Share Transfer) from a Panama based company to a Delaware limited liability company wholly-owned by Synergy (BRW). Synergy had formed BRW and effected the Share Transfer unilaterally in connection with BRW obtaining a loan from United
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
Airlines. Having become aware that as a consequence of the ownership change the Group is considered a person subject to U.S. jurisdiction under certain of OFAC’s sanctions programs, the Group engaged outside counsel to conduct a review aimed at identifying any potential violations of U.S. sanctions regulations. As a result of this review, the Group identified that the regularly scheduled commercial passenger flights between cities in Central and South America and Havana, Cuba and related Cuba operations that it has historically conducted may have constituted inadvertent violations of the U.S. Cuban Assets Control Regulations (CACR) during the period following the Share Transfer. During the period beginning on the date of the Share Transfer and ending on September 30, 2019, such flights to and from Havana, Cuba comprised an inconsequential amount of the Group’s gross revenues. On September 25, 2019, the Group submitted to OFAC a preliminary voluntary self-disclosure addressing such potential inadvertent violations, followed by more detailed full narrative voluntary self-disclosures submitted on October 4, 2019, and November 25, 2019. OFAC is currently reviewing these voluntary self-disclosures. In concert with these voluntary disclosures, the Group commenced the termination of all of its Cuba-related activities. As of to date of issuance of these consolidated financial statements, the Group no longer operates any flights to Cuba, nor does the Group sell any passenger or cargo tickets involving Cuba (including via its codeshare and interline partners). The Group no longer maintains a physical presence in Cuba and has issued termination notices for all of its legacy Cuba-related contracts and employees (for example, ground services, ticket sales, and other services in Cuba that supported the Company’s now-terminated Cuba passenger flights). The Group has kept OFAC apprised of these actions and remains in communication with OFAC concerning the Group’s voluntary self-disclosures and the termination of the Company’s Cuba-related activities. Based on the above, the Group believes that there is no adequate basis at this time for estimating accruals or quantifying any contingency with respect to theses matters. As of the date of this report, the investigations remain ongoing.
In light of the above, the Group has embarked on a comprehensive effort to improve and expand its compliance program worldwide, including enhancements to the Group’s existing sanctions screening processes, implementation of a comprehensive sanctions compliance program, and sanctions training for key Group employees.
 
 	(34)	Future aircraft leases payments	
The Group has 75 aircraft that are under financial leasing. The following is the summary of future financial lease commitments:

 	  	Aircraft	 	
Less than one year (1)	  	$	1,883,281	 	
	  	 	 	 	
	  	$	1,883,281	 	

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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
(1)	It corresponds to financial leases that were in default before Chapter 11 and therefore all debt is short-term.	
The Group has 62 aircraft that are under operating leases, which have an average remaining lease term of 59 months. Operating leases can be renewed, in accordance with the administration’s business plan. The following is the summary of the future commitments of operating leases:

 	  	Aircraft	 	
Less than one year(1)	  	$	274,167	 	
Between one and five years	  	 	824,391	 	
More than five years	  	 	282,474	 	
	  	 	 	 	
	  	$	1,381,032	 	
	  	 	 	 	
In the first quarter of 2020, the Group terminated the lease agreements of two (2) Embraer E-190s with Aerolitoral, S.A. de C.V. and ended the wet lease agreement of one (1) A330. During the period, nine (9) A320s were converted from finance lease to operating lease through a sale and lease back transaction and ten (10) E190s and two (2) A300Fs were sold.
In June 2020, the Group terminated operating leases on two (2) A319s and two (2) A320s and finance leases on two (2) A321s, two (2) A330s and four (4) ATR72s.
Future operating lease commitments are calculated under the assumption that the aircraft will be in continuous operation. However, the amounts may vary depending on the aircraft operating plan during the Chapter 11 reorganization process, in which the Group agreed with the aircraft lessors on a variable “Power-by-the-Hour” compensation structure based on flight hours.
The Group has 9 spare engines under an operating lease contract for its aircraft fleet of the E190 and A320 families. The following is the summary of the future commitments of operating leases:

 	  	Engines	 	
Less than one year	  	$	4,789	 	
Between one and five years	  	 	17,856	 	
More than five years	  	 	701	 	
	  	 	 	 	
	  	$	23,346	 	
	  	 	 	 	
As of December 31, 2020, the Group rejected under Chapter 11 leases for three (3) engines with future commitments, of which two (2) engines are from the A320 fleet and one (1) engine is from the E190 Fleet. At the end of 2020, the termination documents for these leases were in the process of being signed, which would formalize the departure of the engines from Avianca Holdings S.A. fleet.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
In the fourth quarter of 2020, the return of two (2) TRENT 772 engines supplied by the workshop to cover removals for repairs is legalized and five (5) CFM56-5B4/P engines are incorporated under operating leases for a term of 1 year.
Future operating lease commitments are calculated under the assumption that the engines will be operating continuously. However, amounts may vary depending on the engine operating plan during the Chapter 11 reorganization process, in which the Group agreed with the engine lessors on a variable “Power-by-the-Hour” compensation structure based on flight hours.
During the year ended December 31, 2020, 16 A320, 4 A321 and 2 A330 operating leases were extended, 3 A320neo were added to the fleet under operating leases, 1 A300F was destroyed (due to damage), 1 A300F was acquired, 10 A318 and 2 A320 finance leases and 2 owned A320s were sold. A lease agreement for 1 B787-9 was also signed during 2019.
The value of payments recognized as expenses in the period is:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Leases minimum payments	  	$	3,398	 	  	$	11,762	 	

 	(35)	Acquisition of aircraft	
In accordance with the agreements in effect, future commitments related to the acquisition of aircraft and engines as of December 31, 2020, as follows:

 	  	Less than one
year	 	  	1-3 years	 	  	3-5 years	 	  	More than
5 years	 	  	Total	 	
Aircraft and engine purchase commitments	  	$	21,175	 	  	$	126,212	 	  	$	1,629,460	 	  	$	3,917,096	 	  	$	5,693,943	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Current prices disclosed reflect certain discounts negotiated with suppliers as of the date of the consolidated statement of financial position, which are calculated on a highly technical basis and are subject to multiple conditions and constant variations. Among the factors that may affect discounts are changes in our purchase agreements, including aircraft order volumes.
At the end of 2019, with the reorganization of the company, the aircraft contract with Airbus was renegotiated, where the delivery dates were postponed and some aircraft cancellations were made, leaving the order for 88 aircraft, with the first one arriving in 2025. Additionally, negotiations with Boeing resulted in the remaining two 787-9 aircraft arriving in 2024. Subsequently, with the arrival of the COVID-19 and the entry into Chapter 11, the receipt of a Spare engine that had been purchased from CFM and future acquisitions were put on hold due to the situation. For this reason, we are waiting to see what will happen with the three manufacturers and their respective contracts while the figures to achieve the ideal fleet in the short, medium and long term are being finalized, so these contracts will have to be negotiated according to what is most convenient for the company in terms of profitability and the current situation of the aeronautical sector.
 
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AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
 	(36)	Dividends	
The Group did not decree or pay dividends during ended December 31, 2020, based on the retained earnings as of December 31, 2019, and dividends were decreed by the Group during ended December 31, 2019, based on retained earnings as of December 31, 2018:

 	  	December 31,
2020	 	  	December 31,
2019	 	
Dividends decreed	  				  				
Dividend - Ordinary shared	  	$	—  	 	  	$	9,862	 	
Dividend - Preferred shared	  				  	 	5,523	 	
	  	 	 	 	  	 	 	 	
Total	  	$	—  	 	  	$	15,385	 	
	  	 	 	 	  	 	 	 	
The General Shareholders Meeting of Avianca Holdings S.A. at an ordinary session on March 22, 2019, agreed distribution of profits for the year 2018 as dividend to the shareholders preferent and ordinary of the Group that will be paid the amount of COP$50 (Preferred shared) and COP$46 (Ordinary shared) per share, respectively. The dividends decreed were paid on May 24, 2019 by the amount of COP$16 and COP$3 per share, August 23, 2019 COP$16 and COP$3 per share and September 20, 2019 COP$18 and COP$40 per share, respectively.
The decree of dividends was made with a TRM of COP $3,082.45. The payment of the dividends was made to the corresponding TRM on the date on which the transaction was made.
Dividends paid to minority shareholding
During the year ended December 31, 2019, LifeMiles Ltd. paid dividends for $36 million. In 2020, there are not payments of dividends.
 
 	(37)	Debt covenants	
As of December 31, 2020, Avianca Holdings S.A. was party to a long-term loan agreement (“DIP Credit Agreement”) pursuant to which Avianca Holdings S.A.’s Maximum Cumulative Cash Burn as of such date was $395,400 and maintain consolidated cash of no less than $400,000. Avianca Holdings S.A.’s actual cumulative cash burn as of December 31, 2020 was of $140,901.
 
F-127

Table of Contents
AVIANCA HOLDINGS S.A. AND SUBSIDIARIES
(Republic of Panama)
(Debtor in Possession)
Notes to Consolidated Financial Statements
(In USD thousands)

 
The negative covenants limiting the obligors’ ability to: dispose of certain assets, enter into transactions with affiliates, grant liens, modify their main line of business, merge or consolidate, incur additional debt, conduct investments, make restricted payments, change their fiscal year end or accounting policies, enter into agreements containing negative pledge clauses and to amend or modify the Lifemiles securities purchase agreement.
Covenant to maintain consolidated cash of no less than $400 million on each date of determination and not to exceed certain cumulative cash burn.
 
 	(38)	Special Charges	
As of December 31, 2020, the Group registers $66,652 in special charges regarding expenses incurred in relation to the voluntary petitions filed, on May 10, 2020 by Avianca Holdings and certain of its subsidiaries, under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York.
 
 	(39)	Subsequent Events	
In the first quarter of 2021, the Group received the third disbursement of the DIP loan and presented a motion to reject the leases of 2 aircraft corresponding to 2 A319.
****
 
F-128

Exhibit 1.1
Compiled Text of the Articles of Incorporation of Avianca Holdings S.A.
Article 1. Name. The name of the company is: “Avianca Holdings S.A.”
Article 2. Purpose. The general purposes for which this company is incorporated are: to establish, arrange, and conduct the business of an investment company, anywhere in the world; to act as a company which holds the shares of companies dedicated to air transportation of passengers and cargo, and/or land freight transport, and/or lease of aircraft and parts, and/or lease of land equipment, and/or maintenance and training related to air transport activities, and/or express courier or courier; to buy, sell, and trade in all types of commodities, capital stock, bonds, and securities of all classes; to buy, sell, lease, or otherwise acquire or dispose of movable or real estate property; to invest in any industrial, commercial enterprise, as a shareholder; to receive and give money on loan, secured or not secured; to agree, enter into, comply, and execute contracts of all types; to grant guarantees to support third-party obligations; to open and operate bank accounts of any nature, anywhere in the world, to act as guarantor or ensure compliance and enforcement of any and all contracts ; to engage in any lawful business not forbidden to a joint-stock company; and to perform any of the foregoing as principals, agents or acting in any other representative capacity, whatever it may be.
Paragraph: For the purposes of these Articles of Incorporation (i) “Joint Action Agreement” means the Joint Action Agreement as amended in full dated November 29th, 2018 among and between Avianca Holdings SA, Kingsland Holdings Limited, a corporation organized in accordance with the laws of the Commonwealth of The Bahamas (together with its permitted assignees under the Joint Action Agreement, hereinafter “Kingsland”), BRW Aviation LLC, a limited liability company of Delaware (together with its permitted assignees under the Joint Action Agreement, hereinafter “NewCo”) and United Airlines, Inc. , a corporation organized under the laws of the state of Delaware (together with its permitted assignees by the Joint Action Agreement, hereinafter “United”), such other Persons (as defined in section 1.01 of the Joint Action Agreement) that, from time to time, be part of the Joint Action Agreement and, exclusively for the purposes of section 4.04 of the Joint Action Agreement, Synergy Aerospace Corp., an organized corporation under the laws of the Republic of Panama (“Synergy”), as said Joint Action Agreement is amended from time to time and (ii) “Share Rights Agreement” means the Share Rights Agreement subscribed on November 29th , 2018 among and between Avianca Holding SA, Kingsland, NewCo and United, as such agreement is modified from time to time.
Article 3. Capital. The corporate authorized capital of the company is FIVE HUNDRED MILLION DOLLARS (USD$500,000,000.00) legal currency of the United States of
 
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America, divided into FOUR BILLION (4,000,000,000) common shares or shares with no right to vote and a preferential dividend right, with a par value of TWELVE POINT FIVE CENTS (USD$0.125) legal currency of the United States of America each one.
The shares may only be issued in nominative form. The company shall have two types of shares: (i) Common Shares (as defined below), and (ii) Preferred Shares (as defined below). Any issuance of shares, as well as the type of share that shall be issued, shall be previously authorized by the Shareholders General Assembly, in the manner set forth in these Articles of Incorporation. Except as expressly indicated in these Articles of Incorporation, all Common Shares shall grant the same rights, privileges, and restrictions.
Common Shares may be converted into Preferred Shares, and the Preferred Sharesmay be converted into Common Shares, in the manner set forth in these Articles of Incorporation. The liability of shareholders is limited to the amounts not paid on the subscribed shares.
Paragraph 1: The number of outstanding Preferred Shares with no voting rights shall not be greater than the number of outstanding Common shares, unless otherwise provided by the Shareholders General Assembly, in accordance with paragraphs 2 and 3 of Article 3 hereto.
Paragraph 2: Subject to the exceptions set forth in Paragraph 3 of Article 3 hereof, when it refers to approving the amendment of Paragraph 1 of Article 3 hereto, regarding the possibility of having a greater number of outstanding Preferred Shares with no voting rights or such number of outstanding common shares, it shall be required the affirmative vote of no less than seventy percent (70%) of the issued and outstanding Common Shares and of no less than seventy percent (70%) of the issued and outstanding Preferred Shares.
Paragraph 3: The vote of Preferred Shareholders set forth in the previous Paragraph 2 shall not be required in the following cases: (i) in order to request and register Preferred Shares or American Depositary Shares (ADS`s) or American Depositary Receipts (ADR`s), which represent such Preferred Shares, in accordance with a prospect established in concordance with the laws and regulations enacted under the United States Securities Act, 1933 and its amendments; and/or (ii) in order to convert Common Shares into Preferred Shares, as of the moment in which such prospectus is declared effective by the United States Securities Exchange Commission.
In any of the events established in Paragraphs 2 and 3 of Article 3 hereof, the number of outstanding Preferred Shares may represent all outstanding shares of the company less five (5) shares of the total of outstanding shares of the company.
 
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3.1 Rights of the Common Shares: Common Shares (hereinafter the “Common Shares”) grant their holders (hereinafter the “Common Shareholders”) the following rights:
i. Right to one vote at all meetings of the Shareholders General Assembly
ii. Right to receive dividends
iii. Right to inspect the books and registries of the company
iv. Subject to the restrictions set forth in Section 3.4 of the Share Rights Agreement and Section 6.02 of the Joint Action Agreement, right to convert their Common Shares into Preferred Shares for which it shall suffice that the holder of the corresponding Common Share requests in writing to the Secretary of the company the conversion of Common Shares into Preferred Shares, which conversion shall be made at a rate of one Preferred Share for each Common Share that is requested to convert. The Secretary shall ensure that the conversion is effected no later than in the five (5) Business Days following the date in which the written request is received, for which the following shall be necessary: (i) to make the corresponding annotation in the register of shareholders of the company, (ii) to void the certificate(s) that evidenced the converted Common Shares, and (iii) to issue and deliver the certificate(s) that evidence the Preferred Shares resulting from the conversion. Except for the events in which a conversion of the Common Shares to Preferred Shares results in the number of Preferred Shares, following the conversion, to be greater than the maximum amount of Preferred Shares that the company may have outstanding, in which case such conversions shall be subject to Paragraphs 1, 2 and 3 of Article 3 of these Articles of Incorporation, it will not be necessary for a resolution or approval of the Shareholders General Assembly or of the Board of Directors (the “Board”) for purposes of carrying out the aforementioned actions, however, the Secretary of the company shall disclose them as they occur to the market in which the Common Shares or Preferred Shares are listed.
In the event that Preferred Shares circulate in a dematerialized manner, the Secretary of the company shall subscribe the necessary documents before the corresponding centralized securities deposit (including the updating of global titles or macro-titles) in order that all Preferred Shares circulate in a dematerialized manner, at any time.
v. Any other right expressly acknowledged in these Articles of Incorporation and in thelaw.
Paragraph. All holders of Common Shares and Preferred Shares shall not have any preferential rights to subscribe new Shares (as defined in the Share Rights Agreement).
 
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3.2. Rights of Preferred Shares with no Voting Rights: Preferred Shares with no voting rights (hereinafter the “Preferred Shares”) grant their holders (hereinafter the “Preferred Shareholders”) the following rights:
i. To receive a Minimum Preferred Dividend that shall be set forth in the corresponding regulation of the issuance, and which shall be payable on a preferential basis with regard to what corresponds to the Common Shares, as described as follows, in section ii of Article 3.2. hereto. The Minimum Preferred Dividend shall not be accumulative.
ii. Subject to the limitations set forth in section iii of this Article 3.2., to participate pro rata, jointly with the Common Shareholders of the Distributable Profits. Distributable Profits are understood (hereinafter the “Distributable Profits”) to be the company’s profits after taxes, according to audited financial statements of the respective financial year, less the amounts which are set aside (i) to cover losses of previous years, if any, and (ii) to contribute as required to meet statutory and occasional reserves, that is, the reserves that are agreed in the Articles of Incorporation of the company or those which the Shareholders General Assembly occasionally constitute for a given social exercise.
iii. In the event that Distributable Profits are insufficient to pay Common and Preferred Shareholders a dividend equal to the Minimum Preferred Dividend, the company shall proceed as follows: the Distributable Profits shall be distributed pro rata among the Preferred Shareholders with a maximum per share equivalent to the Minimum Preferred Dividend. The surplus, if any, shall be distributed pro rata to the Common Shareholders.
Dividends shall be paid within the year following the date that they are enacted, in one or several installments, and in the terms and conditions set forth by the Shareholders General Assembly of the company and in accordance with Article 12 of the Articles of Incorporation.
Dividends shall be paid to holders of Preferred Shares that are registered in the book of shareholders of the company, under the administration of Deceval. The dividend payment shall be made in Colombian pesos (COP). When they are enacted in a currency other than the Colombian peso, the same shall be converted into pesos at market exchange rates through one or more foreign exchange dealers.
The payment of dividends in cash or kind, of the shares that are traded on the Colombian Stock Exchange (Bolsa de Valores de Colombia - BVC) is regulated by External Circular No. 13 of 1998, with its amendments, or any other one that may modify or substitute it, issued by the Financial Superintendence Office of Colombia (Superintendencia Financiera de Colombia - “SFC”), which has regulated the ex-dividend period for determining the corresponding dividend. The Depósito Centralizado de Valores S.A., Deceval (“Deceval”) shall implement the rules corresponding to the ex-dividend period when calculating the respective dividends in the administration of Preferred Shares.
 
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Preferred Shares shall also confer the following rights:
1. To receive Preferred reimbursement of the contributions, once all creditors different from the shareholders are paid, in the event of dissolution and winding-up of the company.
2. To other rights set forth in the Articles of Incorporation for the Common Shares, except (i) the right to preferentially subscribe Common Shares, Preferred Shares or other types of shares, (ii) the right to exercise the right of inspection, except in those cases in which the right of inspection is related to subject matters in which the holders of Preferred Shares have the right to participate in the Shareholders General Assembly and to vote in them, and (iii) the right to participate in the Shareholders General Assembly and to vote in it, except for exceptional assumptions indicated as follows:
As an exception, the Preferred Shares shall give their holders the right to vote in the following events, in which case the call to the corresponding meeting of the Shareholders General Assembly shall be done by means of a notice that shall be published in a daily newspaper of wide circulation in the Republic of Colombia, or by means of personal communication in writing, addressed to each one of the Preferred Shareholders by certified mail to the address registered with the company.
Exceptionally, the Preferred Shares shall give to their holders the right to vote in the following events, in which case the call to the respective meeting of the Shareholders General Assembly, will be made by a notice which shall be published in a daily newspaper of wide circulation in the Republic of Colombia, or by means of personal and written communication, addressed to each Preferred Shareholder by certified mail to the address registered with the company.
a) When it refers to approving amendments that may worsen the conditions or rights set forth for Preferred Shares, in the Articles of Incorporation herein and in the corresponding regulation of issue, in which case it shall require the affirmative vote of at least seventy percent (70%) of the issued and outstanding Common Shares and no less than seventy percent (70%) of the issued and outstanding Preferred Shares.
b) When voting over the conversion of the Preferred Shares into Common Shares, in which case it shall require the affirmative vote of at least seventy percent (70%) of issued and outstanding Common Shares and of seventy percent (70%) of issued and outstanding Preferred Shares.
 
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c) When voting on dissolution, merger, integration, transformation, or change of the main corporate purpose of the company, in which case they shall vote jointly with Common Shareholders. This right shall not apply if the merger or integration is with subsidiaries of the company.
d) When the BVC suspends or cancels the registration of the Preferred Shares. In this case the Preferred Shares shall grant the right to vote as if they were Common Shares in any subject matter submitted to the decision of the Shareholders General Assembly until the irregularities that led to its cancellation or suspension disappear.
e) When the SFC determines that benefits which reduce the profits to be distributed, have been hidden or diverted. In this case, Preferred Shares shall grant the right to vote as if they were Common Shares in any subject matter that is submitted to the decision of the Shareholders General Assembly.
f) In the event in that Preferred Shares represent more than 75% of the total of the outstanding shares of the company, the Preferred Shares shall have, in addition to the rights already set forth for those, the right to vote as if they were Common Shares.
For the purposes previously mentioned, Preferred Shareholders shall be called to meetings of the Shareholders General Assembly, in order to exercise their corresponding voting rights, by means of call notice published in a newspaper of general circulation in the Republic of Colombia, in compliance with the statutory deadlines set forth in these Articles of Incorporation.
It is understood that none of the cases hereunder shall constitute a deterioration of the conditions and rights of the Preferred Shares:
 
 	•	 	The decision of the Shareholders General Assembly to make use of the balance of the profits for the establishment or extension of statutory and/or occasional reserves.	
 
 	•	 	The decision of the Shareholders General Assembly to approve the proposal to pay dividends with Preferred Shares released from the company, at the option of the holder of the Preferred Shares, either partially or completely	
 
 	•	 	The issue, conversion, sale or exchange of any type of share	
 
 	•	 	The modification of the periodicity of the closing of the accounting year	
 
 	•	 	Any other decision adopted by the Shareholders General Assembly of the company that does not expressly represent the rights of the Preferred Shares set forth in these Articles of Incorporation and in the corresponding regulation of issue.	
 
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3.3. Tag Along Rights. The holders of Preferred Shares shall have the right to adhere , in equivalent conditions of unit price , interchange ratio or sale agreed by Kingsland and NewCo when they effect a sale or transfer of Common Shares ( the “Transfer od Shares”) to a third party that entails a Change of Control with respect to the Issuing Company (the “Tag Along Right The Tag Along Rights set forth herein shall not be applicable in the event of sales, transfers or exchanges of Common Shares made between Kingsland and NewCo and/or affiliates thereof. The Tag Along Rights provided herein shall only include the right to receive equivalent compensation as to price, exchange ratio or sale ratio, as agreed by Kingsland and NewCo with such third party.
For aforementioned purposes, holders of Common Shares shall notify the legal representative of the issuer company in writing as to the occurrence of a Transfer of Shares. Such notice shall include a description of the main conditions of the respective Transfer of Shares. The Legal Representative of the company shall publish the terms and conditions applicable to a Share Transfer in a daily newspaper of wide circulation in Colombia, as well as in the relevant information systems of the BVC and the SFC within five (5) Business Days following receipt of the notice sent by the holders of Common Shares. None of the company, the holders of Common Shares and any third party that acts as recipient under the Share Transfer shall be obligated to conduct any special stock exchange operation in Colombia by virtue of the mechanism or procedure implemented for the exercise of the Tag-Along Rights set forth herein.
Article 4. Share Register. The Share Register, as required by law, shall be held in the place that the Board provides.
Article 5. Domicile. The place of the registered office of the company shall be in Panama City, Republic of Panama, but the company may, at Board’s discretion, conduct business, open branches, and maintain files and assets anywhere in the world.
Article 6. Duration. The duration of the company shall be perpetual, but it may be dissolved earlier in accordance with the law.
Article 7. Shareholders General Assembly. The meetings of the Shareholders General Assembly may be ordinary or special; the ordinary meetings must be held within the first three (3) months of each calendar year, on the date and time indicated in the respective call, which will be made by the CEO (as defined below), the Chairman of the Board and/or the Secretary of the company.
 
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The meetings of the Shareholders General Assembly will be held at the offices of the general management of the company in Bogota D.C., Colombia, or in any place that the Shareholders may decide. If the meeting is not called, the Shareholders Meeting shall be held in its own right on the first Business Day of the month of April, at ten o’clock (10:00 am), at the headquarters of the company. The extraordinary meetings, shall called by the CEO, Chairman of the Board, and /or the Secretary. For all purposes of these Articles of Incorporation, a business day is any day other than Saturday, Sunday, a statutory holiday in the city of New York, United States of America, Nassau, The Bahamas, Panama City, Panama or Bogota, Colombia, or a day in which commercial banks in the city of New York, United States, Nassau, The Bahamas, Panama City, Panama or Bogota, Colombia are authorized or obligated to close by law.
Subject to Article 11(A)(xviii) of these Articles of Incorporation, a number of shareholders representing more than one-fifth of the Common Shares issued and outstanding, may request, the Chairman of the Board, the CEO or the Secretary of the Board to convene a Shareholders General Assembly, in which case the Chairman of the Board, the CEO, or the Secretary of the Board, must convene such meeting within the next ten (10) calendar days.
Subject to Article 11(A)(xviii) of these Articles of Incorporation, the call for ordinary and special meetings shall indicate the agenda with the points to be considered for which the Shareholders General Assembly is being convened, together with the place and time of the celebration.
The call for ordinary meetings of the General Shareholders Assembly shall be made with an anticipation of no less than fifteen (15) Business Days, by notice to be published in a daily newspaper of wide circulation in the Republic of Colombia, and by means of personal and written communication, addressed to each Common Shareholder by registered mail to the address the shareholder has registered with the company. Said call will also be electronically published in the web page of the company. For Special Shareholders Meetings, the call shall be made in the same manner, with an anticipation of no less than five (5) Business Days.
There shall be quorum for ordinary or special meetings of the Shareholders General Assembly with a number of shareholders representing at least fifty percent (50%) plus one of the Common Shares issued and outstanding. In those meetings in which the matters described in Paragraph 2 of Article 3 and in sections (a) and (b) of Article 3.2 of these Articles of Incorporation are submitted for consideration, the quorum for Preferred Shares shall be no less than seventy percent (70%) of Preferred Shares subscribed. In such meetings in which Preferred Shareholders have voting rights jointly with Common Shareholders shares, in accordance with the described in sections (c), (d), (e), and (f) of Article 3.2 of these Articles of Incorporation, the quorum shall be fifty percent (50%) plus one of the total shares (Common Shares plus Preferred Shares) subscribed.
 
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Subject to Article 11(A)(xviii) of these Articles of Incorporation, if at any meeting of the Shareholders General Assembly the quorum set forth in the preceding paragraph is not met, the Chairman or the Secretary of the Board, shall call a new meeting that shall meet and decide validly with a number of people, regardless of the number of shares being represented in such a meeting. The new meeting must take place within ten (10) Business Days from the date scheduled for the first meeting, prior notice to be published and informed in accordance with these Articles of Incorporation.
The decision of the Shareholders General Assembly shall be made by the majority of present votes in those meetings with quorum, except that the law or Articles of Incorporation, the Joint Action Agreement or the Shares Rights Agreement, as applicable, require special majorities or special votes.
Meetings of the Shareholders General Assembly may be held (i) by means of telephone conference or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting or (ii) by means of a proxy (who does not need to be shareholder) appointed by instrument in writing, with or without power of substitution, (iii) written vote or (iv) as otherwise permitted by law.
As per Article 3 of these Articles of Incorporation, the Preferred Shares do not confer on their holders the right to participate in the Shareholders General Assembly and vote in it, except in the events described in sections a), b), c), d), e), and f) of article 3.2 of these Articles of Incorporation.
The Shareholders General Assembly has the power to decide on the following subject matters in addition to the other subject matters provided by law exclusively for the Shareholders General Assembly:
a. Amending the Articles of Incorporation
b. Issuing of shares
c. Deciding on the sale, transfer or disposition of a set of all or substantially all assets of the company
d. Deciding on any other decision that may correspond to the Shareholders General Assembly according to the law
 
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Article 8. Board of Directors.
(i). Composition. The Board shall consist of not less than seven (07) nor more than fourteen (14) Directors. A number of Directors above eleven (11) only to be allowed in accordance with Article 8(xi) and Article 11(A)(xvii). The majority of these Directors must consist of, at all times, individuals who qualify as “independent”, in accordance with the rules and regulations of the New York Stock Exchange (each, an “Independent Director”).
(ii). Groups of Shareholders. For purposes of these Articles of Incorporation, (a) the “Kingsland Group” means Kingsland and its Permitted Transferees under the Joint Action Agreement; (b) the “NewCo Group” means NewCo and its Permitted Transferees under the Joint Action Agreement; and (c) the “United Group” means United and its Permitted Transferees under the Joint Action Agreement. Each of the Kingsland Group, the NewCo Group and the United Group shall each be referred to as a “Shareholders Group,” as the context may require.
For purposes of these Articles of Incorporation (x) “Permitted Transferees” means, with respect to a Person (as defined below), (a) an Affiliate (as defined below) of such Person, (b) in the case of a Natural Person, a Family Member (as defined below) of said Person and (c) a transferee of Shares that receives such Shares by testamentary means or laws of descent and distribution, however, it being understood notwithstanding the above, that a Non- Permitted Transferee may not be considered a “Permitted Transferee”, and (y) “Non- Permitted Transferee “ means: (a) a Person whose ownership of the shares of the company would violate applicable law or cause the company or any of its Subsidiaries ( as defined below) cease to comply with local ownership restrictions or bilateral aviation treaties that govern the operations of the company or its Subsidiaries, (b) any Competitor (“Competitor, in English as such term is defined in the Joint Action Agreement ) or an Affiliate of a Competitor, (c) any person whose business include the transport of passengers and/or cargo that is not a member of Star Alliance or (d) with respect to subsections (b) and (c) above, according to the actual knowledge of any shareholder transferor, any person acting on behalf of a Competitor (or an Affiliate of said Competitor) or such Person who is not a Star Alliance member; it being understood however the foregoing, that none of the parties to these Articles of Incorporation, the Joint Action Agreement or any United Affiliate, the Independent Third Party, (as defined below) and following an Event of Default, as such term is defined or referred to in the Joint Action Agreement , a United Designee, will be considered a “Non- Permitted Holder”.
 
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(iii). Appointment of Independent Directors.
(A) Each of the Kingsland Group and the United Group shall be entitled to appoint a number of such Independent Directors proportional to its ownership of Common Shares in relation to the other Shareholders Groups, calculated as the product (rounded up or down to the nearest whole number) of: (1) the total number of Independent Directors, multiplied by (2) a fraction, the numerator of which is the total number of Common Shares that are at that moment owned by such Shareholders Group and the denominator of which is the total number of Common Shares then owned by the NewCo Group, the Kingsland Group and the United Group.
(B) The NewCo Group shall be entitled to appoint a number of such Independent Directors that is two less than the number proportional to its ownership of Common Shares in relation to the other Shareholders Groups, calculated as (x) the product (rounded up or down to the nearest whole number) of: (1) the total number of Independent Directors, multiplied by (2) a fraction, the numerator of which is the total number of Common Shares that are at that moment owned by the NewCo Group and the denominator of which is the total number of Common Shares then owned by the NewCo Group, the Kingsland Group and the United Group, (y) minus two (2).
(C) Two additional Independent Directors (the “Consensus Directors”) shall be appointed by agreement of NewCo and Kingsland or, if Kingsland could not or was not willing to engage with NewCo Group to appoint such Consensus Directors for a period of 15 calendar days following the date of the vacancy of the Consensus Director, or of the occurrence of a Kingsland Termination Event (in English, “Kingsland Termination Event”, as that term is defined in the Joint Action Agreement), then the Independent Third Party will propose a list of three persons to be appointed as Consensus Directors (it being understood that the Independent Third Party will make reasonable efforts to include up to fourth (4) Persons in such list ) and NewCo shall, within two Busine ss Days, select in writing two of such three Persons to serve as Consensus Directors. The Consensus Directors must be people with proven experience in airline management, finance and / or governance; provided that if, for any reason, Kingsland is attempting to agree with NewCo, but NewCo and Kingsland cannot agree on the appointment of the Directors of Consensus during the period of fifteen (15) days following the date of the vacancy of the Consensus Director, then the Consensus Directors will be appointed directly by the Independent Third Party (or (x) if the Independent Third Party is Kingsland, then by a United Designate who is not a United Affiliate or (y) United, if it has succeeded in this right of the Independent Third Party in accordance with the Share Rights Agreement.
 
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For the purposes of these Articles of Incorporation, (i) “Independent Third Party” means the independent third party exercising the Kingsland Delegated Rights, including all of its rights as a shareholder under these Articles of Incorporation not expressly included in such definition , (as that term is defined in the Share Rights Agreement) in accordance with the Share Rights Agreement, from the date of subscription of the Share Rights Agreement until the occurrence of the first of the following: (i) the delivery by United of a United Approval Notice with respect to all Delegate Rights and (ii) what happens thereafter, between (A) the full payment by NewCo of all Obligations ( as term is defined in the Share Rights Agreement) and (B) the termination of the Joint Action Agreement in accordance with its terms; (ii) “United Approval Notice” means the notices issued by United, if applicable, in accordance with the Share Rights Agreement, the Joint Action Agreement, or these Articles of Incorporation, determining in their sole and absolute discretion between the parties of the Share Rights Agreement and the Independent Third Party, that the exercise by United or by a United Designate of any Delegate Right, including the rights and powers of the Independent Third Party pursuant to the Share Rights Agreement, the Joint Action Agreement or this Articles of Incorporation do not constitute “control” as said term is defined in any of the collective agreements of United or any other material agreement (it being understood that the interpretation of such accords and agreements is a private matter between United and the respective counterparts under such accords and agreements) or that United is otherwise prepared. to exercise one or more of said rights and faculties, and whose notice shall identify (as United determines and elects) the rights and powers that United shall assume, assuming in such form the same without any modification of the Articles of Incorporation, the Joint Action Agreement, the Share Rights Agreement or any other Corporate Document; and (iii) “United Designee” means any of the following Persons that is designated in writing by United, which shall exercise United’s rights under these Articles of Incorporation or the Joint Action Agreement or any Transaction Document , as such term is defined in the Share Rights Agreement ) that are designated. by United as rights to be exercised by the United Designee:
(a) any United Affiliate; (b) any transferee of all or a portion of the Ordinary Shares held or controlled by United; (c) any Person who is not part of, or Affiliated with, a party of, the Joint Action Agreement (except as described in subsection (d) below); and (d) Kingsland, as long as it accepts said designation in writing; provided, additionally, that in the case of subsection (d) above, (x) if United has determined, in its sole and absolute discretion, that it can deliver a United Approval Notice but decides not to do so (and only while United does not change that determination) or if United has delivered a United Approval Notice, the United Designee may not be, or remain being , Kingsland, with respect to the rights and matters that are described in the United Approval Notice and (y) for purposes of the exercise of any of the rights of United under these Articles of Incorporation, said Person may not be an Non-Permitted Holder; it being understood, that (x) as long as an Event of Default exists and continues, as defined in the Joint Action Agreement, (y) if NewCo or any NewCo Affiliate has breached its obligations under any Transaction Document (as that term is
 
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defined in the Share Rights Agreement) or (z) United exercises its rights under Sections 2.3, 2.7 or 2.8 of the Share Rights Agreement, a United Designee may be a Non- Permitted Holder.
(iv). Appointment of Non-Independent Directors. Of the total number of Directors who are not Independent Directors, each Shareholders Group shall be entitled, at its sole option, to appoint a number of such Directors proportional to its ownership of Common Shares in relation to the other Shareholders Groups, equal to the product (rounded up or down to the nearest whole number) of: (A) the total number of Directors who are not Independent Directors and multiplied by (B) a fraction, the numerator of which is the total number of Common Shares owned by such Shareholders Group and the denominator of which is the total number of Common Shares then owned by the NewCo Group, the Kingsland Group and the United Group.
Notwithstanding anything to the contrary in Article 8 (iii) or in the first paragraph of this Article 8(iv), the minimum shareholdings percentage applicable for the appointment of the first Director by the United Group shall be five percent (5 %) of the Ordinary Shares issued and outstanding. In the event that the United Group’s shareholding is five percent (5%) or more, but less than the pro rata stock holding of Ordinary Shares required to nominate a Director to the Board, then the positive difference between the shareholdings of Ordinary Shares of the United Group and the shareholdings of pro rata Ordinary Shares required to appoint a Director shall be proportionally reduced from the respective shareholding of the Kingsland Group and the NewCo Group for purposes of calculation, in order for the United Group to have the right to appoint a Director in accordance with this Article 8. To avoid doubts, in case the holdings of Common Shares by United Group is less than 5% of the Common Shares issued and outstanding at such moment, and equal or greater than the holding of a prorate of Common Shares required to designate a Director of the Board, therefore the proceeding stated in this paragraph shall not apply for purposes of calculating the number of Directors that each Shareholders Group has the right to appoint in accordance with the other paragraphs of this Article 8(iv).
In addition, and notwithstanding the provisions to the contrary in this Article 8, the United Group rights provided for in Article 8(iii) or in the first paragraph of this Article 8(iv) shall be exercised by a United Designee until, if it occurs, United has issued a United Approval Notice indicating that it is entitled to, or intends to, exercise its rights set forth in Article 8(iii) or in the first paragraph of this Article 8(iv). As long as United Group owns at least 5% of the Ordinary Shares at any given time, United Group will be entitled, at its discretion, to nominate and to appoint a number of Directors equal to the number that is greater than (A) one (1) (which shall not be an Independent Director) and (B) the product (rounded up or down to the nearest whole number) of: (x) the total number of Directors who are not
 
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Independent Directors and (y) a fraction, whose numerator is the total number of Common Shares that at that moment are owned by United Group and whose denominator is the total of Common Shares that at that time are owned by Grupo NewCo, Kingsland Group and Grupo United; it being understood that, in the event that a certain shareholder or Group of Shareholders has been granted the rights, ownership and interest, or beneficiary rights, of voting and distribution s, including the rights of ownership and usufruct, with respect to the Common Shares issued in the name of another shareholder, the shareholder or Group of Shareholders to whom the aforementioned rights have been granted shall be considered the owner of these Common Shares, and the shareholders or Groups of Shareholders that have granted said rights will not be considered the owners of said Common Shares, for the purposes of the calculations of share ownership in this Article. Group NewCo and Group Kingsland must convene an special Shareholders General Assembly of the company and participate in such special meeting (such meeting must be held as soon as permitted by these Articles of Incorporation, or alternatively through a written resolution in lieu of meeting) and to vote their Common Shares in favor of the election of the Directors nominated by United, in accordance with this Article 8(iv) and the size of the Board will be increased or on the contrary adjusted to accommodate such Directors nominated by United Group, according to the case.
(v). Changes in the number of Non-Independent Directors. In the event that, at any time, the number of Non-Independent Directors appointed by one of the Shareholders Groups is different from the number of Non-Independent Directors that such Shareholders Group has the right to appoint, the following is to be made : (1) if the number of those Directors exceeds the number that it corresponds in accordance with these Articles of Incorporation , the Shareholders Group must take promptly all appropriate actions to cause the resignation of the said number of Directors, as it is required in order that the remaining Directors appointed by such Shareholders Group conforms with the provisions of these Articles of Incorporation or (2) if the number of Directors is less than the number that corresponds in accordance with these Articles of Incorporation, the Board and the other Shareholders Groups will take all necessary actions to create sufficient vacancies in the Board to allow such Shareholders Group to appoint the total number of Directors that it has the right to appoint, in accordance with the provisions of these Articles of Incorporation and of the Joint Action Agreement.
(vi). Director Vacancies: In the event that a vacancy in the Board occurs as a result of retirement, removal, resignation or death of any Director, other than a Consensus Director, the Shareholders Group that initially appointed such Director shall appoint, at its election, a new Person to replace such Director. In case of retirement, removal, resignation or death of any Consensus Director, such vacancy shall be filled by mutual agreement between the NewCo Group and the Kingsland Group, or the NewCo Group and the Independent Third Party or United, in each case, as provided in Article 8(iii) or (iv). The Shareholders agree to
 
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vote their respective Common Shares for the election of any person nominated to fill a vacancy on the Board in accordance with this Article 8 (vi). Any Director elected pursuant to this Article 8(vi) shall serve until the next annual election of Directors.
(vii). Chairman and Secretary of the Board:
(A) The Board shall have a Chairman of the Board (hereinafter the “Chairman”) who shall not be an executive of the company and shall be elected by the Majority Vote (as such term is defined below) of Directors present at a meeting where quorum exists.
(B) As promptly as feasible following the appointment of the Consensus Directors, and at any time when there is a vacancy in the office of the Secretary of the company, the secretary of the company (the “Secretary”), the secretary shall be proposed and recommended by the Consensus Directors. As soon as it is practically possible after the recommendation on the part of the Consensus Directors, the Board shall take all the actions that are necessary in conformity and in accordance with the applicable Law and the Articles of Incorporation to designate the proposed candidate for Secretary of the company; provided that, if the Board rejects the proposed candidate by the Consensus Directors, then in said case the Board shall explain in writing with reasonable details the reason for such rejection and request the Consensus Directors to recommend another candidate to be appointed. as Secretary of the company, in which case the Board shall promptly, but in no case more than five (5) Business Days from the recommendation of said other candidate, take all necessary actions in conformity and in accordance with applicable Law and the Articles of Incorporation to designate the Secretary of the company recommended by the Consensus Directors. At any time that the Consensus Directors determine in good faith that the Secretary is not performing satisfactorily his/ her duties, the Consensus Directors may recommend to the Board to remove the Secretary, and the Shareholders Groups must cause their respective Directors to vote, and shall take all other necessary actions for the removal of the Secretary.
(viii). Deadline for appointments. The Shareholders Groups must make its nominations for Directors no later than thirty (30) days prior to the annual meeting of the Shareholders General Assembly of the company. The Board must be elected at said meeting, or by unanimous written consent pursuant to the provisions contained herein.
(ix). Single Slate. Except as otherwise set forth in these Articles of Incorporation, all Independent Directors shall be jointly elected on a single slate presented at the annual meeting of the Shareholders General Assembly of the company. The company’s shareholders shall vote their Common Shares at any regular or special Shareholders General Assembly or in any written consent executed in lieu of such a meeting, and shall take all other actions
 
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necessary, to appoint or remove each Independent Director or Director that is not an Independent Director selected by each Shareholders Group pursuant to this Article 8, the Joint Action Agreement and the Share Rights Agreement.
(x). Removal of a Nominated or Appointed Directors. A Shareholders Group may, at any time, remove, with or without cause, any Director designated or nominated by such Shareholders Group pursuant to Article 8(iii) or (iv), by notifying the other Shareholders Groups.
(xi). Designation of Additional Directors. If a majority of the Independent Directors determine that (A) it is in the best interests of the company to appoint to the Board, in addition to Consensus Directors and the Directors appointed by the NewCo Group, the Kingsland Group and the United Group, as applicable, pursuant to Article 8(iii), an individual to represent the interests of a significant holder or group of related holders of the issued and outstanding shares (other than the NewCo Group, the Kingsland Group and the United Group, as applicable), or (B) the company is required by law to appoint to the Board, in addition to the Directors appointed by the NewCo Group, the Kingsland Group and the United Group, as applicable, pursuant to Article 8(iii) any other individual; then, for so long as the majority of the Independent Directors determines that the company should or must appoint such an individual (an individual to be appointed pursuant to this Article 8(xi) , to be is referred as an “Additional Director”), (1) the size of the Board shall be increased to accommodate such Additional Director, (2) the additional seat created as a result of the increase in the size of the Board shall be filled only by Additional Director(s), (3) all Directors other than any Additional Directors shall continue to be nominated and appointed pursuant to Article 8(iii) and (4) any Additional Director shall qualify as an Independent Director.
(xii) The Board shall establish a committee of the Board (the “Executive Committee”), to consist of one Independent Director appointed by NewCo, one Independent Director appointed by Kingsland (it being understood, that after the occurrence of a Kingsland Termination Event, said position will be filled by an Independent Director appointed by the United Group) and one of the Consensus Directors selected by the other two members of the Executive Committee, in each case, for so long as such Shareholder is entitled to appoint Independent Directors. The Consensus Director that is not selected to be a member of the Executive Committee shall serve as an alternate member of the Executive Committee, eligible to attend Executive Committee meetings and to vote in the place of the other Consensus Director if such other Consensus Director is not present at such meeting for such vote. Subject to Section 3.04 (a) and Section 7.21 of the Joint Action Agreement, the Executive Committee shall review all matters to be presented to the Board, and approval of a majority of the members of the Executive Committee shall be required for any agenda item or matter requiring a decision or resolution of the Board, prior to its presentation to the Board.
 
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(y) Unless and until United (i) shall have delivered United Approval Notice or (ii) has appointed a Director in accordance with Article 8 (iii) or Article 8 (iv), (x) United (or, if designated by United, a United Designee), shall be entitled to designate one representative and one alternate representative to act in his/her absence chosen by the United Group in its sole discretion (the “United Observer”) , and such United Board Observer shall be invited by the company to attend, strictly as an observer, all meetings of the boards of Directors of the Company and its Subsidiaries, as well as any and all committees thereof and the Independent Third Party shall have the right to attend, and such Independent Third Party shall be invited by the company to attend, strictly as an observer, all meetings of the boards of Directors of the Company and its Subsidiaries as well as any and all committees thereof (the “ITP Board Observer” and together with the United Board Observer, the “Board Observers”). The United Group may from time to time in its sole discretion designate and replace any such United Board Observer by written notice to the company, with a previous notice no less than two (2) Business Day. The Board Observers must (i) agree by writing ( the say writing to be delivered to the Company and to United Group) that it will meet with what is set forth under Section 7.20 of the Joint Action Agreement or (ii) execute a non- disclosure agreement with the Company which contains provisions not less restrictive than those provided for in such Section 7.20 , in each case , after doing the aforesaid , they shall be entitled to receive, concurrently with, and in the same manner as provided to the Directors, all notices and written materials provided to the Directors, including, but not limited to, Board and committee meeting agendas, presentations and analyses. A Board Observer will not be entitled to any voting rights.
Article 9. Board of Directors Meetings.
(i) The Board shall meet at least one (1) time every three (3) months (or other frequency as determined by the Board in its sole discretion), at such date, time and place as the Board determines with the favorable vote of the majority of the Directors present (including such presence as permitted under the Second Paragraph of this Article 9) at a meeting of the Board at which there is a quorum (“Majority Vote”). Special meetings of the Board, shall be held at the offices of the company or such other place as shall be agreed by Majority Vote and shall be called at the direction of the CEO or one or more Directors, and for reasonable cause shown (which includes any meeting called by a Director to review any determination made by the company by virtue of these Articles of Incorporation, the Joint Action Agreement) ), through a notice upon not less than five (5) Business Days previous to the meeting and which will be sent to each Director by one or more Directors, the CEO, the Chairman of the Board or the Secretary (such officers must give such notice if properly directed to do so by one more Directors or the Chairman of the Board as aforesaid). Special
 
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emergency meetings of the Board may be held at the offices of the company (or such other place as shall be agreed by Majority Vote) upon not less than one (1) Business Day previous telephone notice to each Director specifying in reasonable detail the nature of such emergency (which is to be confirmed by written notice to each Director including an agenda specifying in reasonable detail the matters to be discussed at the applicable Board meeting) notice which will be made by any Director, the CEO, the Chairman of the Board or the Secretary of the Board. The matters discussed and decided at any meeting may only be those expressly included in the notice and included in the agenda, unless otherwise agreed by the majority of Directors present at such meeting and for the majority of Directors who are members of the Executive Committee (which agreement may be obtained at the relevant meeting); it being understood that if the majority of Directors who are members of the Executive Committee do not agree to include in the agenda certain matter which is not an Special Approval Matter and the said matter, if not discussed and decided by the Board would cause , in the written opinion from the general counsel or from the external legal advisors , that the Directors fail to comply with their fiduciary duties before the corporation (each one, a “ Directors’ Supermajority Matter”, therefore the Board may consider such matter if the majority of Directors agree to consider it, and they may act on the said Directors’ Supermajority Matter if they obtain a Supermajority Affirmative Vote ( as it is defined below). Notwithstanding any provision on the contrary and subject to Section 7.20 of the Joint Action Agreement, each Director may discuss the matters discussed in the Board’s meetings and share the said information provided in the Board’s meetings or in connection with such meeting ( including all written material), with the Shareholders Group which appointed such Director.
For purposes under these Articles of Incorporation “Supermajority Affirmative Vote” means, at any given moment, the affirmative vote of no less than sum of (x) the largest number of Directors that have been appointed or elected by any of the Shareholders Groups at such time of determination, plus (y) one Director.
Shareholders Group
(i) With respect to the regular Board meetings, the Secretary of the company must notify with five (5) Business Days in advance of each meeting to each of the Directors of the Board. Said notice shall include the subjects that will be discussed during the regular meeting detailed in a reasonable manner (which must be approved in advance by the Executive Committee, subject to Section 7.21 of the Joint Action Agreement). If any Director wishes to discuss an additional topic to the proposed ones, he or she must notify it, specifying the subject to be discussed, to the Secretary and to the other Directors with at least two (2) Business Days in advance of the meeting. The provisions of this Article 9 (ii) shall be subject to Article 8 (xii) with respect to any subject or matter that requires a decision or resolution of the Board, in a meeting or otherwise.
 
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Paragraph First. Any decision or action to be taken by the Directors may be made without a meeting, provided that the Directors unanimously express it in writing. Such writing must be kept with the minutes of proceedings of the Directors. The CEO, the Chairman of the Board or the Secretary of the company must deliver a written notice to all holders of Common Shares with at least three (3) Business Days prior to the completion of the action resolved by written consent by the Directors.
Paragraph Second. Any Person who is entitled to attend any Board meeting may participate in that meeting [(i) by proxy (who needs not be Director) appointed by written instrument , with or without power of substitution (ii) telephone conference, videoconference or similar telecommunication device, or (iii) by any other means through which all Persons participating in the meeting can hear each other or (iv) by any other method agreed to by the Board (agreement which may be obtained at the relevant meeting) and in all previous cases, the persons who participate according to this paragraph will be computed for the quorum of the meeting. Such participation shall be construed, if it is necessary, as physical presence of the said person in the meeting. In case that a Director attends a meeting through a proxy in accordance with the provision in the Second Paragraph, the said Director may do so granting the said power to any other Director o to the Secretary of the corporation.
Paragraph Third. The decisions and resolutions of the Board of Directors shall be recorded in minutes, which must include the date, time and place of meeting (or date of written consent in lieu of a meeting), the Directors present, the resolutions submitted to vote (or the subject matter of the written consent) and the outcome of the vote (or written consent). The minutes should be inserted in the company’s corporate records.
Paragraph Fourth. The presence and participation of any Director at any meeting of the Board for purposes of noting or registering a protest, challenge or other non-compliance with the notice, quorum, agenda or voting requirements set forth in these Articles of Incorporation will give right to said Director to request that his presence and participation in the said meeting do not qualify for purposes of determination of the quorum or the validity of the said notice or matter of the agenda which is being challenged or protested by such Director. In the event a Director exercises such right, the Secretary and the Chairman of the Board will be obligated to access to said request, in such a way that the presence and participation of the requesting Director do not qualify in accordance with the previous sentence. This Fourth Paragraph does not limit the right of any Director to vote against, or to refrain from voting, on a matter which is presented in a Board’s meeting.
 
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Article 10. Decisions of the Board of Directors. The decisions of the Board must be made by a Majority Vote, in a meeting duly called and in which there is quorum. There shall be quorum for a meeting of the Board of Directors when there are present at least the majority of the Directors.
The authority of the company shall be exercised by the Board, except those that are conferred or reserved to the shareholders, by law or by these Articles of Incorporation. The Board, therefore, shall have absolute control and full administration of the business of the company, including to grant guarantees, give in trust, pledge or mortgage all, some of, or a substantial part of, the goods of the company in order to guarantee compliance of its own and/or third parties’ obligations with no need to require the consent of the Shareholders General Assembly, subject to Article 11 of the Articles of Incorporation.
Article 11. Special Approval by the Shareholders Groups.
Subject to, and in compliance with, the voting and approval provisions set forth under the Joint Action Agreement, the Share Rights Agreement and in Article 11(D) of these Articles of Incorporation:
(A) Approval by the Independent Third Party (or United) and NewCo. Notwithstanding the foregoing, but subject to Section 3.3 of the Share Rights Agreement, the company shall not take, and shall cause any Subsidiary not to take, any of the following actions without the approval of the Independent Third Party (or United, in case United delivers a United Approval Notice with respect to the rights provided for in this Article 11 (A) ) and NewCo (each of the following, an “Special Approval Matter”):
i. except as in respect of No Material Subsidiaries (as defined below), modify, waive or repeal any material provision contained in its Organization Documents, including these Articles of Incorporation, in accordance with the definition in the Joint Action Agreement), including these Articles of Incorporation, except if such amendment is required, as established by one legal concept issued in writing by external legal advisors of the Company in accordance with the applicable Law, to comply with an order of a Governmental Authority, as such term is defined in the Share Rights Agreement.
ii. merge or consolidate the company or any Subsidiary with, or sell Transfer (in English “Transfer”, “Transferred” or “Transferring” as such term is defined in the Joint Action Agreement) or otherwise dispose of, all or substantially all of the assets of the company or any Subsidiary, to any Third Party (as such term is defined in the Joint Action Agreement);
 
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iii. issue or sell any voting Capital Stock (as such term is defined in the Joint Action Agreement) of or other voting equity interest (or other security exercisable for or convertible into any voting Capital Stock or other voting equity interest) in the company or any Subsidiary;
iv. except as specifically contemplated by the Business Plan and Budget (as such term is defined in the Joint Action Agreement), make any acquisition of (A) securities or other interests in any joint venture, partnership or other Person, (B) other assets related to the airline business or activities ancillary in each case in an amount greater than (1) US$10.0 million in any single instance or (2) US$25.0 million in the aggregate during any fiscal year, or (C) other assets not related to the airline business or activities ancillary thereto;
v. except as specifically contemplated by the Business Plan and Budget, make capital expenditures in excess of US$10.0 million in the aggregate during any fiscal year;
vi. authorize, adopt, amend or modify the Business Plan and Budget;
vii. enter into, modify or supplement any Contract, ( as such term is defined in the Joint Action Agreement ) (A) with a Shareholder, Director or an officer of the company or a Family Member or Affiliate of any of the foregoing, whether for the performance of services or the direct or indirect sale, lease, conveyance, exchange, Transfer or other disposition of goods, property or other assets or the leasing of same or otherwise or (B) pursuant to which a Shareholder, Director or an officer of the company or a Family Member or Affiliate of any of the foregoing is a direct or indirect third-party beneficiary;
viii. loan any funds, enter into any advance purchase arrangement or otherwise extend credit to (A) a Shareholder, Director or an officer of the company or a Family Member or an Affiliate of the foregoing or (B) any other Person other than to Airlines Clearing House Inc. or any vendor (including any travel agent or travel agency) in the ordinary course of business and on industry standard commercial terms;
ix. except as specifically contemplated in the Business Plan and Budget, enter into any Contract (including the giving of any guaranty or indemnity) that is either (A) outside the
 
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ordinary course of business, (B) on terms other than industry standard commercial terms, (C) of any long-term nature, or (D) involving an aggregate annual payment greater than 0.15% of consolidated gross revenues of the company for the most recent four consecutive fiscal quarters;
x. terminate any Joint Business Agreement (as defined in the Share Rights Agreement), except (A) as result of a breach or default under such agreement by United or any of its Affiliates providing the company with a right of termination o (B) when such termination is required, in the written opinion of the company’s outside legal counsel, in accordance with applicable laws to comply with an order by a Governmental Authority and such order cannot be appealed by the parties to such Joint Business Agreement or complied with by the parties to such Joint Business Agreement using reasonable commercial efforts in a manner that does not require termination of such Joint Business Agreement, as applicable; (C) in accordance with their respective terms, such termination being effective not before the expiration of the Initial Term (as defined in the Primary JBA, as that term is defined in the Joint Action Agreement), or (D) when said Term expires is jointly agreed upon by United and the Company
xi. any action or omission which would cause the company to breach, or would constitute a default under, a Joint Business Agreement;
xii. commence any bankruptcy or insolvency proceeding;
xiii. except as in respect of the Non Material Subsidiaries, dissolve or liquidate, or agree to dissolve or liquidate;
xiv. enter into , amend or modify any Contract for the purchase, order, lease ( including any wet lease or dry lease) , sublease, financing of any aircraft or aircraft engine (in each case whether new or used);or any other Contract which would result in a new or used aircraft or aircraft engines being added to the Company´s fleet, except that , as in respect to an amendment or modification of any of the said existing Contracts, the said amendment or modification (i) does not result in the assumption or expansion of any obligation , restriction or burden for the company or for any Subsidiary or reduction of the rights of the company or any of subsidiary under said contract. and (ii) is consistent with the market tariff and the current practice of the industry at that moment as in respect of the Contracts to buy, order, lease (including any leasing “wet lease” o leasing “dry lease”), subleasing or financing of any aircraft or aircraft turbine (in each case either new or used) of the same type;
xv. modify, waive or repeal any provision contained in any contractual arrangement with LifeMiles Ltd. or any of its Subsidiaries or other Affiliate owning any portion of LifeMiles;
 
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xvi. change the jurisdiction of organization of the company; or redomicile, the company;
xvii, increase or reduce the size of the Board (which is not an increase approved by the majority of the Independent Directors in accordance with Article 8 (xi); or
xviii. subject to Section 7.21 of the Joint Action Agreement, submit any matter for a vote of the shareholders of the company at a meeting of the shareholders assembly (or otherwise).
For the purposes of these Articles of Incorporation: (a) “Affiliate” shall mean, with respect to a Person, any other Person that directly, or indirectly through one or more intermediaries, controls,( as such term “Control” is defined under the Joint Action Agreement and includes the terms in Spanish “Control” “Controlada” y “Controlar” ) is controlled by, or is under common control with, such specified Person; (b) “Family Member” means, with respect to a natural person, the spouse of such person or the parents, siblings, or descendents of such person (or a spouse thereof) or a partnership, trust or other entity established for the benefit of any of the foregoing; (c) “Material Subsidiary” means, collectively: (i) the following Subsidiaries of the company: Taca International Airlines, S.A.; Avianca Costa Rica S.A. (f/k/a Lineas Aereas Costarricenses, S.A.); Aviateca, S.A.; Avianca Perú S.A. (f/k/a Trans American Airlines, S.A.); Isleña de Inversiones, S.A. de C.V.; Aerotaxis La Costeña, S.A.; Servicios Aereos Nacionales, S.A.; Aerovías del Continente Americano S.A. Avianca; Avianca Ecuador S.A. (f/k/a Aerolineas Galapagos S.A. Aerogal) and Tampa Cargo S.A.S.; and (ii) any operating Subsidiaries of the company which from time to time are “significant subsidiary” as defined by Rule 405 under the United States Securities Act of 1933, as amended; and (iv) “Person” means any natural person, partnership, firm, corporation, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the United States Securities Exchange Act of 1934, as amended; ( e) “Subsidiary “means , as in respect of one Person, any Person controlled by the said first Person; y (f) “No Material Subsidiary “means any Subsidiary of the company whose income, assets or liabilities are less of 0,15% of the income , gross total consolidated assets or liabilities of the company, as the case may be, for the most recent fiscal year.
(B) Independent Director Approval. The company shall not take, and shall cause any Material Subsidiary not to take, any of the following actions without both a Majority Vote and the approval of a majority of the Independent Directors:
i. (a) acquire, repurchase or redeem any Capital Stock or other equity interest (or other security exercisable for or convertible into any Shares or other equity interest) in the company or any subsidiaries or (b) issue or sell any non-voting shares or other non- voting equity interest (or other form of security exercisable for or convertible into any non-voting capital stock or other form of non-voting equity interest) in the company or any Subsidiaries
 
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 	ii.	unless required by law or a change in IFRS make any material change in accounting methods (other than (x) a change permitted by IFRS and recommended in writing by the company’s external auditors or (y) a change recommended by management and unanimously approved by the Audit Committee of the Board);	
 
 	iii.	execute a settlement agreement or confess a judgment, the result of which would be to cause the company to pay over US$5 million to a Third Party;	
 
 	iv.	commence any litigation (A) for an amount in excess of US$5 million;	
 
 	v.	except as contemplated by the Business Plan and Budget, incur indebtedness for borrowed money (other than working capital debt incurred in the ordinary course of business), involving an aggregate annual amount greater than ten percent (10%) of the amount budgeted therefor in the Business Plan and Budget;	
 
 	vi.	adopt or amend any stock option plan or other equity incentive plan, or implement any methodology or structure (including compensation ranges) for determining the compensation of the Senior Management (as defined in the Joint Action Agreement) and the vice- presidents of the company;	
 
 	vii.	select or replace its independent auditors;	
 
 	viii.	modify the Dividend Policy;	
 
 	ix.	terminate or relinquish any material governmental license, permit or concession obtained or held by the company or any of its Material Subsidiaries.	
(C) Prior to the Board and the Shareholders Assembly considering or acting upon any matters provided in article 11 section A) of these Articles of Incorporation (Special Approval Matters) the Company shall deliver to the Independent Third Party (or to United, if United has delivered a United Approval Notice with respect to the rights provided in this Article 11) and to NewCo a written notice (an “Approval Request”) requesting that each of them approves such Matter (A) with respect to any Board meeting at which a Special Approval Matter is to be considered, at least fifteen (15) days before the date such Board meeting is scheduled to occur, or (B) with respect to any General Shareholders Assembly at which a Special Approval Matter is to be considered, at least fifteen (15) days before the previous date between (1) the holding of said
 
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meeting and (2) the date on which the call is sent to the respective Shareholders Assembly to the shareholders of the Company. Any Approval Request shall be accompanied by all documents that will be presented to the Board or shareholders in respect of such Special Approval Matter(s), and such materials shall describe the Special Approval Matter in all material respects and include all such information required to permit a Director or shareholder to be fully informed on such matter and, in the case of a Director, exercise his or her legal duties in connection with voting on such matter
Unless the Independent Third Party (or United, if United has delivered a United Approval Notice with respect to its rights under this Article 11 or NewCo, as applicable, delivers to the company and each other shareholder that are a party to the Joint Action Agreement within fifteen (15) days following receipt of an Approval Request or up to two(2) Business Days following the applicable meeting of the Board or of the Shareholders Assembly , as the case may be, a written notice that the Independent Third Party (or United, if United has delivered a United Approval Notice with respect to its rights under this Article 11) or NewCo, as applicable, disapproves a Special Approval Matter (the “Disapproval Notice”) that is the subject of such Approval Request, it will be considered that subject to Section 3.3 of the Share Rights Agreement, the Independent Third Party (or United, if United has delivered a United Approval Notice with respect to its rights under this Article 11) or NewCo, as applicable, shall be deemed to have approved such Special Approval Matter (as described in the particular Approval Request), provided that such Special Approval Matter is submitted to the Board and/or, if required, the company’s Shareholder Assembly meeting, for their consideration and approval, and actually approved by the Board and/ or the Shareholders Assembly as applicable. To avoid confusion, if neither the Independent Third Party (or United, if United has delivered a United Approval Notice with respect to its rights under this Section 11) or NewCo deliver a Disapproval Notice prior to a relevant meeting of the Board or of the Shareholders Assembly then, such meeting of the Board or of the Shareholders Assembly shall proceed to consider and vote on said Special Approval Matter (all in accordance with the applicable law, the Corporate Documents of the company, including these Articles of Incorporation and, if applicable, the Joint Action Agreement); it being understood that, the Independent Third Party (or United, if United has delivered a United Approval Notice with respect to its rights under this Section 11) or NewCo may deliver a Disapproval Notice subsequent to such meeting of the Board or of the Shareholders Assembly in accordance with the provisions of this Article11(C); being understood, further, that if the Disapproval Notice is issued after the meeting of the Board or of the Shareholders Assembly then, as long as the company has not taken any action with respect to the Special Approval Matter that is binding on the company , each of the shareholders must vote their respective Common Shares in an special shareholders meeting or by written consent in lieu of an assembly, and shall cause the Directors who have nominated to vote, and take all necessary actions, to adopt a resolution that revokes the approval of said Special Approval Matter or cause the company to abstain from taking any action in relation to said Special Approval Matter for which the Disapproval Notice was issued.
 
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The company must simultaneously send to United, any United Designee and the Independent Third Party, all Approval Request that is required to be sent in accordance with these Articles of Incorporation or the Joint Action Agreement.
Article 12. Dividend Policy. The Shareholder General Assembly shall enact dividends to holders of the Capital of the company of at least 15% of Distributable Profits subject to (I) restrictions on the payment of dividends under applicable Law, (II) the fulfillment of requirements for constituting mandatory reserves or similar restrictions, including those that affect the ability of the Subsidiaries to pay dividends to the company or any subsidiary thereof, and (III) any other restriction set forth in any contract which may limit the company or any of its subsidiaries to the payment of dividends from time to time.
Notwithstanding the aforementioned, the company may only pay dividends with funds originating from retained profits and from reserves for undistributed dividends.
The Board of the company may, at its discretion and for any reason, modify the dividend policy, so that the level of dividends provided for can be lowered or raised, or even totally suspended
Article 13. Transfer of Common Shares. The transfer and sale of Common Shares of the company by the Kingsland Group, the NewCo Group and the United Group shall be subject to the restrictions, limitations, and rights provided in these Articles of Incorporation, the Joint Action Agreement, the AVH Call Option Agreement (as defined in the Joint Action Agreement) and the Share Rights Agreement. Any transfer of such Common Shares by the Kingsland Group, the NewCo Group and the United Group made in violation of the restrictions, limitations and rights provided in these Articles of Incorporation, the Joint Action Agreement, the AVH Call Option Agreement and/or the Share Rights Agreement shall be null and void not be effective nor binding for the company, which shall refrain from recording the transfer in the shareholders’ book of the company. The company shall cause the certificates of Common Shares that it may issue to include the following printed sentence (in Spanish and in English):
“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SHARE RIGHTS AGREEMENT DATED AS OF NOVEMBER 29, 2018 AND THE AMENDED AND RESTATED JOINT ACTION AGREEMENT DATED AS OF NOVEMBER 29, 2018, AS SUCH DOCUMENTS MAY BE AMENDED OR AMENDED AND RESTATED IN FULL FROM TIME TO TIME, A COPY OF EACH OF WHICH IS ON FILE AT THE EXECUTIVE OFFICES OF THE COMPANY. NO REGISTRATION OF TRANSFER OF THESE SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL SUCH RESTRICTIONS SHALL HAVE BEEN COMPLIED WITH.”
 
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Article 14. Officers. The officers of the company shall be:
 
 	1.	A President, who shall act as Chief Executive Officer (the “CEO”);	
 
 	2.	A Treasurer, who shall act as Chief Financial Officer (“CFO” or “Treasurer”) and	
 
 	3.	A Secretary.	
The officers of the company shall be appointed by the members of the Board or the General Shareholders Meeting and shall serve in such positions unless and until such officer resigns, are removed, or are incapacitated.
The Board or General Shareholders Meeting may appoint other Vice-presidents, Sub- Secretaries, Sub-Treasurers and any other officers, agents or employees that may be considered convenient or necessary (including a Chief Legal Officer, among others). The appointment of the CEO and CFO must follow the procedures stated in the Joint Action Agreement unless otherwise waived by the parties to the Joint Action Agreement. Any officer may fill more than one office.
Any Vice-President may replace the Chairman and preside over meetings of the Board and / or the General Shareholders Meeting when the Chairman is absent, for any reason, of those meetings. However, and notwithstanding the foregoing, the Board and the General Shareholders Meeting may, by unanimous decision or by a majority of those present at a meeting of the Board and the General Shareholders Meeting, respectively, in which there is a quorum, to choose any persons, whether or not they are a director, an officer or a shareholder, to act as president and / or secretary of these meetings.
The powers of the officers and their authorization to represent the company shall be set by the Board or the General Shareholders Meeting.
Until the General Shareholders Meeting or the Board decides otherwise, the Legal Representatives of the company will be Jose Ofilio Gurdian, the CEO and the Secretary, each of whom may act individually and separately. The General Shareholders Meeting or the Board may designate any other person, when necessary.
Article 15. Resident Agent. Until the Board or the General Shareholders Meeting determines otherwise, the resident agent of the Company will be Arias, Fábrega & Fábrega, with address at PH ARIFA, Floors 9 and 10, West Boulevard, Santa Maria Business District, Panama City, and the Republic of Panama.
Article 16. Indemnification. Any person who becomes a party to any claim, process, claim or proceeding because he is or was Director, Board Observer, manager, officer,
 
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representative or legal representative of this company, will be indemnified by this company for the reasonable expenses, loss, damage, fine or cost including attorney’s fees, in which the person, actually and necessarily, incurred as a result of his actions and duties as a Director, Board Observer, manager, officer, representative or legal representative of the Company, except for loss or liability resulting from the existence of malice, fraud, willful misconduct or gross negligence in the actions of the person.
Article 17. Continuance. When authorized by the Shareholders General Assembly of the company, subject to the provisions of Article 11(A of these Articles of Incorporation, the company may continue its existence under the protection of the laws of another country or jurisdiction.
Article 18. Guarantees. All property, rights, privileges, powers and franchises, as well as all claims, obligations, responsibilities, and duties, including the rights of creditors of the company, and third-party beneficiaries of guarantees issued by the company, and taxes on goods thereof shall not be harmed by virtue of the continuation of company under the laws of the Republic of Panama.
Article 19. Headings. The headings of articles, sections or subsections of these Articles of Incorporation are for purposes of reference only and shall not limit or otherwise affect the meaning or interpretation of these Articles of Incorporation.
Article 20. Share Rights Agreement. As between NewCo, Kingsland and United, and any party to the Share Rights Agreement or the Joint Action Agreement, in the event of any inconsistency ,conflict or contradiction between these Articles of Incorporation and the Share Rights Agreement or the Joint Action Agreement (or the 100% JAA (as defined in the Joint Action Agreement), as applicable), the Share Rights Agreement shall control, and NewCo, Kingsland and United, and any party to the Share Rights Agreement or the Joint Action Agreement and the company shall cause, to the extent necessary, that these Articles of Incorporation and any other Organization Documents of the company or of its Material Subsidiaries be changed, amended or modified to eliminate any such inconsistency, conflict or contradiction .
 
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EXHIBIT 12.1
CERTIFICATION
I, Adrian Neuhauser, certify that:
 
 	1.	I have reviewed this annual report on Form 20-F of AVIANCA HOLDINGS S.A.;	
 
 	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 
 	3.	Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;	
 
 	4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:	
 
 	a)	designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 
 	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 
 	c)	evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 
 	d)	disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and	
 
 	5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent function):	
 
 	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and	
 
 	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.	
Date: April 30, 2021.

By:	 	/s/ Adrian Neuhauser	
Name:	 	Adrian Neuhauser	
Title:	 	Chief Executive Officer	

EXHIBIT 12.2
CERTIFICATION
I, Rohit Philip, certify that:
 
 	1.	I have reviewed this annual report on Form 20-F of AVIANCA HOLDINGS S.A.;	
 
 	2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 
 	3.	Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;	
 
 	4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:	
 
 	a)	designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 
 	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 
 	c)	evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 
 	d)	disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and	
 
 	5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent function):	
 
 	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and	
 
 	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.	
Date: April 30, 2021.

By:	 	/s/ Rohit Philip	
Name:	 	Rohit Philip	
Title:	 	Chief Financial Officer	

EXHIBIT 13.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of AVIANCA HOLDINGS S.A. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission (the “Report”), I, Adrian Neuhauser, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the U.S. Sarbanes Oxley Act of 2002, that to the best of my knowledge:
(i) the Report fully complies with the requirements of section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 30, 2021.

By:	 	/s/ Adrian Neuhauser	
Name:	 	Adrian Neuhauser	
Title:	 	Chief Executive Officer	

EXHIBIT 13.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of AVIANCA HOLDINGS S.A. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission (the “Report”), I, Rohit Philip, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the U.S. Sarbanes Oxley Act of 2002, that to the best of my knowledge:
(i) the Report fully complies with the requirements of section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934; and
(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 30, 2021.

By:	 	/s/ Rohit Philip	
Name:	 	Rohit Philip	
Title:	 	Chief Financial Officer